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Published: 2008-03-26

420 S. 19th Avenue (Phoenix, AZ) Lease - 19th Avenue/Buchanan LP and Schuff Steel Co.



                                      LEASE
                   FOR 420 S. 19TH AVENUE IN PHOENIX, ARIZONA
                                     BETWEEN
               19TH AVENUE/BUCHANAN LIMITED PARTNERSHIP (LANDLORD)
                        AND SCHUFF STEEL COMPANY (TENANT)


                                  MARCH 1, 1997

                                TABLE OF CONTENTS




Article                                                                          Page
                                                                          
ARTICLE 1.               LEASED PREMISES......................................   - 1 -
     1.1          Leased Premises.............................................   - 1 -

ARTICLE 2.               TERM.................................................   - 1 -
     2.1          Term of Lease...............................................   - 1 -
     2.2          Quiet Enjoyment.............................................   - 1 -
     2.3          Surrender of Leased Premises................................   - 1 -
     2.4          Holding Over................................................   - 2 -
     2.5          Abandonment.................................................   - 2 -

ARTICLE 3.               RENTALS AND OTHER TENANT CONTRIBUTIONS...............   - 2 -
     3.1          Minimum Rent................................................   - 2 -
     3.2          Adjustment of Minimum Rent..................................   - 2 -
                  3.2.1    Computation of Adjusted Minimum Rent...............   - 3 -
                  3.2.2    Use of Different Index.............................   - 3 -
     3.3          Payment of Rent.............................................   - 3 -
     3.4          Taxes.......................................................   - 3 -
                  3.4.1    Rent Tax...........................................   - 3 -
                  3.4.2    Personal Property Tax..............................   - 3 -
                  3.4.3    Real Property Tax..................................   - 3 -
     3.5          Interest....................................................   - 4 -
     3.6          Utilities Consumed on Leased Premises.......................   - 4 -

ARTICLE 4.               SECURITY.............................................   - 4 -
     4.1          Landlord's Lien.............................................   - 4 -
     4.2          Security in Addition to Other Remedies......................   - 5 -

ARTICLE 5.               CONSTRUCTION, ALTERATIONS, MAINTENANCE AND                          
                         REPAIRS..............................................   - 5 -
     5.1          Tenant's Duty to Repair.....................................   - 5 -
     5.2          Tenant's Alterations and Improvements to Leased Premises....   - 5 -
     5.3          Furniture, Trade Fixtures and Equipment.....................   - 6 -
     5.4          Initial Installation and Improvements by Tenant.............   - 6 -
     5.5          Mechanic's Lien.............................................   - 7 -

ARTICLE 6.               USE OF LEASED PREMISES...............................   - 8 -
     6.1          Tenant's Use of Leased Premises.............................   - 8 -
     6.2          Conduct of Tenant's Operations..............................   - 8 -



                                       (i)


                                                                          
     6.3          Rights Reserved by Landlord.................................   - 8 -
                  6.3.1    Easements..........................................   - 8 -
                  6.3.2    Inspection.........................................   - 9 -
                  6.3.3    Presentation for Sale or Lease.....................   - 9 -
                                                                                      
ARTICLE 7.               LIABILITY INSURANCE AND INDEMNIFICATION..............   - 9 -
     7.1          Insurance...................................................   - 9 -
     7.2          Operations of Tenant........................................  - 10 -
     7.3          Policy Requirements.........................................  - 10 -
     7.4          Failure to Procure Insurance................................  - 10 -
                  7.5.1    Indemnification....................................  - 10 -
                  7.5.2    Waiver of Claims...................................  - 11 -
                  7.5.3    Notice of Claims or Suits..........................  - 11 -
                                                                                      
ARTICLE 8.               LOSS, DESTRUCTION OR TAKING OF LEASED                               
                         PREMISES.............................................  - 11 -
     8.1          Fire or Other Casualty......................................  - 11 -
     8.2          Condemnation................................................  - 11 -
                                                                                      
ARTICLE 9.               ASSIGNMENT, SUBLETTING, MORTGAGING AND                              
                         SUBORDINATION........................................  - 12 -
     9.1          Assignment and Subletting by Tenant.........................  - 12 -
     9.2          Assignment and Mortgaging by Landlord.......................  - 13 -
     9.3          Subordination...............................................  - 13 -
     9.4          Offset Statement............................................  - 13 -
                                                                                      
ARTICLE 10.              DEFAULT AND REMEDIES FOR DEFAULT.....................  - 14 -
     10.1         Events of Default...........................................  - 14 -
                  10.1.1   Tenant Bankruptcy/Insolvency.......................  - 14 -
                  10.1.2   Delinquency in Payment.............................  - 14 -
                  10.1.3   Abandonment........................................  - 14 -
                  10.1.4   Failure to Perform Covenants.......................  - 14 -
     10.2         Remedies of Landlord for Default by Tenant..................  - 14 -
                  10.2.1   Landlord Cure......................................  - 15 -
                  10.2.2   Distrain...........................................  - 15 -
                  10.2.3   Exercise General Lien..............................  - 15 -
                  10.2.4   Right of Re-Entry..................................  - 15 -
                  10.2.5   Termination of Lease...............................  - 15 -
     10.3         Non-Waiver of Remedies......................................  - 16 -
                                                                                      
ARTICLE 11.              GENERAL PROVISIONS...................................  - 17 -
     11.1         No Brokers..................................................  - 17 -
     11.2         No Partnership..............................................  - 17 -
     11.3         Successors and Assigns......................................  - 17 -



                                      (ii)


                                                                          
         11.4     Notices.....................................................  - 17 -
         11.5     Attorney's Fees.............................................  - 17 -
         11.6     Scope and Interpretation of this Agreement..................  - 18 -
                  11.6.1   Entire Agreement...................................  - 18 -
                  11.6.2   Headings/Captions..................................  - 18 -
                  11.6.3   Gender and Interpretation of Terms and Provisions..  - 18 -
                  11.6.4   Time of Essence....................................  - 18 -
                  11.6.5   Impartial Construction.............................  - 18 -
                  11.6.6   Governing Law......................................  - 19 -
                  11.6.7   Partial Invalidity.................................  - 19 -
                  11.6.8   Amendment..........................................  - 19 -
         11.7     Execution and Delivery of Lease.............................  - 19 -



                                      (iii)

                                      LEASE


                  THIS LEASE is entered into as of the 1st day of March, 1997,
by and between 19th AVENUE/BUCHANAN LIMITED PARTNERSHIP, an Arizona limited
partnership ('Landlord'), and SCHUFF STEEL COMPANY, an Arizona corporation
('Tenant').

ARTICLE 1.        LEASED PREMISES

1.1      Leased Premises. Landlord leases to Tenant the land and improvements
         located at 420 S. 19th Avenue, Phoenix, Arizona, as more particularly
         described on Exhibit 'A' ('Leased Premises').

ARTICLE 2.        TERM

2.1      Term of Lease. The term of this Lease shall be twenty (20) years
         commencing on March 1, 1997 and ending on February 28, 2017.

2.2      Quiet Enjoyment. Landlord agrees that so long as the rent is being paid
         in the manner and at the time prescribed and the covenants and
         obligations of Tenant are being all and singularly kept, fulfilled and
         performed, Tenant shall lawfully and peaceably have, hold, possess, use
         and occupy and enjoy the Leased Premises so long as this Lease remains
         in force without hindrance, disturbance or molestation from Landlord,
         subject to the specific provisions of this Lease.

2.3      Surrender of Leased Premises. Upon any termination of this Lease,
         whether by lapse of time, cancellation pursuant to an election provided
         for herein, forfeiture, or otherwise, Tenant shall immediately
         surrender possession of the Leased Premises and all buildings and
         improvements on the same to Landlord in good and tenantable repair,
         reasonable wear and damage from fire or other casualty or peril
         excepted, and shall surrender all keys for the Leased Premises to
         Landlord at the place then fixed for the payment of rent and shall
         inform Landlord of all combinations of locks, safes and vaults, if any,
         in the Leased Premises.

         At any time during the ten (10) days before the termination date of
         this Lease, Tenant, if not in default hereunder at such time, shall
         have the right to remove, and at the end of the term, if directed to do
         so by Landlord, shall remove from the Leased Premises all furniture,
         furnishings, signs, and equipment then installed or in place in, on or
         about the Leased Premises; provided, however, Tenant shall, and it
         covenants and agrees to, make all repairs to the Leased Premises
         required because of such removal. If any of such property shall remain
         on the Leased Premises after the end of the term hereof, such property
         shall be and become the property of Landlord without any claim therein
         of Tenant. Landlord may direct Tenant to remove such property, in which
         case Tenant


                                      - 1 -

         agrees to do so, and to reimburse Landlord for any expense of removal
         in the event Tenant shall fail to remove such property if and when
         directed.

         Upon termination of this Lease, Tenant shall peaceably surrender the
         Leased Premises, including all fixtures and tenant improvements, in a
         neat and broom clean condition, and Tenant shall repair any holes or
         openings made by Tenant in the walls, roof or floor of the building,
         remove any protuberance and perform any maintenance or repairs required
         of Tenant by this Lease. If directed to do so by Landlord, Tenant shall
         also remove any improvements, additions or alterations made to the
         Leased Premises by Tenant even though such improvements by the terms of
         this Lease become a part of the Leased Premises.

2.4      Holding Over. If Tenant, upon expiration or termination of this Lease,
         either by lapse of time or otherwise, remains in possession of the
         Leased Premises with Landlord's written consent but without a new lease
         reduced to writing and duly executed, Tenant shall be deemed to be
         occupying the Leased Premises as a tenant at will, subject to all the
         covenants, conditions and agreements of this Lease. If Tenant remains
         in possession without Landlord's written consent, Tenant shall be
         deemed to be in wrongful holdover and shall be subject to all the
         rights and remedies provided to Landlord under this Lease and the
         applicable laws, including any forcible entry and detainer actions or
         other eviction processes.

2.5      Abandonment. If Tenant, prior to the expiration or termination of this
         Lease by lapse of time or otherwise, relinquishes possession of the
         Leased Premises without Landlord's written consent, such relinquishment
         shall be deemed to be an abandonment of the Leased Premises and an
         event of default under this Lease.

ARTICLE 3.          RENTALS AND OTHER TENANT CONTRIBUTIONS

3.1      Minimum Rent. Tenant shall pay to Landlord minimum annual rent as set
         forth below, payable in advance in monthly installments as outlined
         below ('Minimum Rent') on the first day of each calendar month, without
         prior demand therefor:



                  Lease Period     Minimum Annual Rent     Monthly  Installment
                                                        
             03/01/97 - 02/28/98       $295,333                  $24,611
             03/01/98 - 02/28/99        437,666                   36,472
             03/01/99 - 02/29/00        579,999                   48,333
             03/01/00 - 02/28/17        605,118                   50,427


3.2      Adjustment of Minimum Rent. The minimum annual rent is subject to
         adjustment every five (5) years during the term of this Lease, with
         each adjustment to commence on March 1 of the year of adjustment
         ('Adjusted Minimum Rent'). The Adjusted Minimum Rent shall be effective
         as of March 1, 2002, March 1, 2007, and March 1,


                                      - 2 -

         2012 during the term hereof, with the Adjusted Minimum Rent payable in
         advance in equal monthly installments on the first day of each calendar
         month thereafter, without prior demand therefor.

         3.2.1    Computation of Adjusted Minimum Rent. The Adjusted Minimum
                  Rent shall be computed based on the increase in the Consumer
                  Price Index - U.S. City average - All Urban Consumers
                  ('Index') as published by the United States Department of
                  Labor's Bureau of Labor Statistics over the base period index.
                  The base period index shall be the index for the calendar
                  month of December 1996. The base period index shall be
                  compared with the Index for the same calendar month for each
                  subsequent December in the year immediately preceding the
                  effective date of each adjustment (comparison month). If the
                  Index for any comparison month is higher than the base period
                  index, then the Minimum Rent for the next succeeding
                  adjustment period shall be increased by the identical
                  percentage commencing with the next succeeding March 1. In no
                  event shall the Minimum Rent be less than that the amount paid
                  immediately prior to any such adjustment.

         3.2.2    Use of Different Index. If the Bureau discontinues the
                  publication of the Index, or publishes it less frequently, or
                  alters it in any manner, then Landlord shall adopt a
                  substitute index or substitute procedure which reasonably
                  reflects and monitors consumer prices.

3.3      Payment of Rent. Tenant shall, without prior notice or demand and
         without any setoff or deduction whatsoever, pay all rentals and other
         charges and render all statements herein prescribed at the Landlord's
         address or to such other person or corporation, and at such other
         place, as shall be designated by Landlord in writing at least ten (10)
         days prior to the next ensuing rental payment date.

3.4      Taxes.

         3.4.1    Rent Tax. Tenant shall pay as additional rent, any privilege
                  tax, sales tax, gross proceeds tax, rent tax or like tax (but
                  not including income tax), now or hereafter levied, assessed
                  or imposed by any federal, state, county or municipal
                  governmental authority, or any subdivision thereof, upon any
                  rent or other payments require to be paid under this Lease.

         3.4.2    Personal Property Tax. Tenant shall pay before delinquent, as
                  additional rent, all personal property taxes and assessments
                  levied or assessed by any governmental authority against any
                  personal property or fixtures of Tenant in, on or about the
                  Leased Premises.

         3.4.3    Real Property Tax. Tenant shall pay before delinquent,
                  exhibiting receipts to Landlord on demand, all real property
                  taxes and assessments levied or assessed against the Leased
                  Premises and improvements thereon, all water charges or


                                      - 3 -

                  assessments levied in connection with any improvements or
                  irrigation projects, or district or other taxes, assessments
                  or governmental charges of any kind levied or assessed against
                  the Leased Premises. Tenant shall have the right, in good
                  faith and at its sole and own cost and expense and in its own
                  name or in the name of Landlord, to protest or contest or seek
                  to have reviewed, reduced, equalized or abated any tax or
                  assessment by legal proceedings in such manner as it may deem
                  advisable. No protest, contest or other action, however, shall
                  be maintained by Tenant after the time limited for the payment
                  without penalty or interest of the tax or assessment unless
                  Tenant shall have first paid the amount of such tax or
                  assessment under protest or shall have procured a stay of
                  proceedings to enforce the collection thereof, and shall have
                  also provided for the payment thereof, together with all
                  penalties, interest, cost and expenses, by the deposit of a
                  bond in form approved by Landlord if required by law to
                  accomplish such stay.

3.5      Interest. Tenant covenants and agrees that all sums to be paid under
         this Lease, if not paid when due, shall bear interest on the unpaid
         portion thereof at the rate of eighteen (18%) per annum from the date
         when due. If Landlord shall pay any monies, or incur any expenses in
         correction of any violation of any covenant of Tenant herein set forth,
         the amounts so paid, or, incurred shall, at Landlord's option and on
         notice to Tenant, be considered additional rentals payable by Tenant
         with the first installment of rental thereafter to become due and
         payable, and may be collected or enforced as by law provided with
         respect to rentals.

3.6      Utilities Consumed on Leased Premises. In addition to all rentals
         herein specified, Tenant shall be responsible for and shall pay for all
         utilities used or consumed in or upon the Leased Premises, and all
         sewer charges, as and when the charges therefor shall become due and
         payable, throughout the term of this Lease. Tenant shall make all
         appropriate applications to the local utility companies and pay all
         required deposits for meters and service for all utilities.

         In the event any utility or utility service (such as water or sewage
         disposal) are furnished to Tenant for which a lien could be filed
         against the Leased Premises or any portion thereof, Tenant shall, at
         Landlord's request, pay the cost thereof to Landlord as and when the
         charges therefor become due and payable; otherwise, Tenant shall
         deliver original receipted bills to Landlord within thirty (30) days
         after the same are due and payable without interest or penalty.

         In no event shall Landlord be liable for any interruption or failure in
         the supply of any utilities to the Leased Premises.

ARTICLE 4. SECURITY

4.1      Landlord's Lien. Landlord shall have a general lien on the leasehold
         estate hereby created and on all property kept or used on the Leased
         Premises, whether such property


                                      - 4 -

         is exempt from execution or not, to secure payment of any and all
         monies then due or thereafter becoming due to Landlord under the terms
         and conditions of this Lease, and to secure the prompt performance and
         fulfillment by Tenant of each and every one of said terms and
         conditions. The lien as provided for in this Paragraph 4.1 attaches as
         of the date of execution hereof and shall remain in full force and 
         effect unless expressly waived by Landlord in writing.

4.2      Security in Addition to Other Remedies. The security given Landlord in
         this Article 4 shall not limit, replace or obviate the remedies of
         Landlord upon a default by Tenant as described in Article 10 below,
         including the right of Landlord to re-enter the Leased Premises,
         distrain for rent or pursue its general lien upon Tenant's property in
         the Leased Premises described in Paragraph 4.1 above.

ARTICLE 5. CONSTRUCTION, ALTERATIONS, MAINTENANCE AND REPAIRS

5.1      Tenant's Duty to Repair. Landlord shall not be called upon to make any
         improvements or repairs of any kind upon the Leased Premises and
         appurtenances unless such repairs are necessitated by the misuse or
         negligence of Landlord. Tenant shall keep and maintain in good order,
         condition and repair (including any such replacement, periodic
         painting, and restoration as is required for that purpose) the Leased
         Premises and every part thereof and any and all appurtenances hereto
         located. Any of the foregoing repairs required to be made by reason of
         the negligence of Landlord shall be the responsibility of the Landlord
         notwithstanding the provisions above contained in this paragraph.

         If Tenant refuses or neglects to commence and to complete repairs or
         maintenance required herein promptly and adequately, Landlord may, but
         shall not be required to, make and complete said repairs, and Tenant
         shall pay the cost thereof to Landlord as additional rent upon demand.
         Except as provided in Paragraph 8.1 (Fire and Casualty damage) and
         8.2 (Condemnation), Landlord shall not be obligated to repair, replace,
         maintain or alter the Leased Premises, and Tenant waives all laws in
         contravention thereof. With regard to repairs, Tenant expressly waives
         any right pursuant to any law now existing or which may be effective
         during the term hereof, to make repairs at Landlord's expense.

5.2      Tenant's Alterations and Improvements to Leased Premises. Tenant shall
         not make or cause to be made any alterations, additions or improvements
         to the building, or make any changes to the exterior of the building
         without first obtaining Landlord's written approval and consent.

         Tenant shall present to the Landlord plans and specifications for such
         work at the time approval is sought. No addition, alteration, change or
         improvement shall be made which


                                      - 5 -

         will weaken the structural strength, lessen the value of, or change the
         architectural appearance of any building or other construction.

         Landlord may condition its approval of any additions or alterations by
         Tenant on the requirement that Tenant or its contractor secure and bear
         the cost of a labor and materials payment bond for the amount of the
         proposed construction reflecting Landlord as an obligee.

         All building materials and fixtures installed by Tenant shall be new or
         completely reconditioned. All alterations, improvements, additions and
         fixtures made or installed by Tenant as aforesaid shall remain upon the
         Leased Premises at the expiration or earlier termination of this Lease
         and shall become the property of Landlord, unless Landlord shall, prior
         to the expiration or termination of this Lease, have given written
         notice to Tenant to remove the same, in which event Tenant shall remove
         the same and restore the Leased Premises to the same good order and
         condition in which it was at the commencement of this Lease. Should
         Tenant fail so to do, Landlord may do so, collecting, at Landlord's
         option, the cost and expense thereof from the Tenant as additional
         rent.

5.3      Furniture, Trade Fixtures and Equipment. Tenant shall not cut or drill
         into, or secure any trade fixtures, apparatus or equipment of any kind
         to any part of the Leased Premises without first obtaining the written
         consent of Landlord. All furnishings, trade fixtures, equipment, and
         machines installed by Tenant in the Leased Premises shall be new or
         completely reconditioned and remain the property of Tenant subject to
         Landlord's security interest as defined at Paragraph 4.1 above and 
         shall be removable at the expiration or earlier termination of this
         Lease or any renewal or extension thereof, provided Tenant shall not at
         such time be in default under any covenant or agreement contained in
         this Lease; and provided further, that in the event of such removal,
         Tenant shall promptly restore the Leased Premises to their original
         order and condition. Any such equipment not removed at or prior to such
         termination shall be and become the property of Landlord.

5.4      Initial Installation and Improvements by Tenant. Tenant shall submit to
         Landlord complete architectural, electrical and mechanical plans and
         specifications covering all work which Tenant proposes to do in the
         Leased Premises including the fixturing thereof, whether such work is
         to be done by Tenant or others. Such plans and specifications shall be
         prepared in such detail as Landlord may require, and Tenant agrees not
         to commence work upon any portion of the Leased Premises until Landlord
         has approved such plans and specifications in writing. Landlord agrees
         to act with reasonable promptness with respect to such plans and
         specifications. Any changes in said plans or specifications must be
         similarly approved by Landlord.

         All of Tenant's work and installations shall be done in a first class,
         workmanlike manner and in compliance with all laws, rules, regulations
         and orders of all governmental


                                      - 6 -

         authorities having jurisdiction thereof, and, in the performance of
         Tenant's work, Tenant shall engage and employ only such labor as will
         not cause any conflict or controversy with any labor organization
         representing trades performing work for Landlord or others in the
         Leased Premises.

         Tenant shall, at Tenant's own expense, promptly remove from the Leased
         Premises all trash and debris which may accumulate in connection with
         Tenant's work in the Leased Premises.

         Landlord shall have no liability or responsibility for loss of, or any
         damage to fixtures, equipment or other property of Tenant so installed
         or placed on the Leased Premises.

5.5      Mechanic's Lien. If Tenant makes any alterations or improvements in the
         Leased Premises, Tenant must pay for them when made. Nothing in the
         Lease shall be construed to authorize Tenant or any person dealing with
         or under Tenant, to charge the rents of the Leased Premises, or the
         property of which the Leased Premises form a part, or the interest of
         Landlord in the estate of the Leased Premises, or any person under and
         through whom Landlord has acquired its interest in the estate of the
         Leased Premises, with a mechanic's lien or encumbrance of any kind, and
         under no circumstances shall Tenant be construed to be the agent,
         employee or representative of Landlord in the making of such
         alterations or improvements to the Leased Premises, but, on the
         contrary, the right or power to charge any lien, claim or encumbrance
         of any kind against Landlord's rents or the Leased Premises or said
         land is denied. So long as the laws of this state shall provide for the
         filing of a statutory bond to eliminate the attachment of mechanic's or
         materialmen's liens to real estate, Tenant shall require that its
         contractor or itself shall take such steps as are provided by law for
         the filing of said statutory bond prior to the initiation of any
         construction. If a mechanic's or materialmen's lien is threatened by
         any contractor or supplier, or in the event of the filing of a notice
         of any such lien, Tenant will promptly take steps immediately to have
         any such lien removed. If the lien is not removed within ten (10) days
         from the date of written notice from Landlord, Landlord shall have the
         right at Landlord's option to cause the lien to be discharged by record
         of payment, deposit, bond or order of a court of competent jurisdiction
         or otherwise, to pay any portion thereof and of the amounts so paid,
         including attorney's fees and expenses connected therewith and interest
         at the rate of eighteen percent (18%) per annum on any sums paid or
         advanced, shall be deemed to be additional rent due from Tenant to
         Landlord and shall be paid to Landlord immediately upon rendition to
         Tenant of a bill therefor. Tenant will indemnify and save harmless
         Landlord from and against all loss, claims, damages, costs or expenses
         suffered by Landlord by reason of any repairs, installations or
         improvement, made by Tenant.

         Except as may be expressly provided in this Lease, nothing in this
         Article 5 shall be construed to permit Tenant to place any materials 
         upon the Leased Premises or cause any labor or construction, or to make
         any alterations, additions, replacements or substantial repairs, in or
         about the Leased Premises. Landlord shall have the further right any
         time,


                                      - 7 -

         and from time to time, to post and maintain on the Leased Premises such
         notices as Landlord deems necessary to protect the Leased Premises and
         Landlord, from all liens of any nature whatsoever.

         No mechanic's or materialmen's liens or mortgages, deeds of trust, or
         other liens of any character whatsoever created or suffered by Tenant
         shall in any way, or to any extent, affect the interest or rights of
         Landlord in any buildings or other improvements on the Leased Premises,
         or attach to or affect Landlord's title to or rights in the Leased
         Premises.

ARTICLE 6. USE OF LEASED PREMISES

6.1      Tenant's Use of Leased Premises. Tenant shall use and occupy the Leased
         Premises only for conducting its steel fabrication and erection
         business and related operations and for no other purpose without
         Landlord's prior written consent.

6.2      Conduct of Tenant's Operations. At all times throughout the Lease term,
         Tenant shall:

         6.2.1    Comply with any and all requirements of any of the constituted
                  public authorities, and with the terms of any state or federal
                  statue or local ordinance or regulation applicable to Tenant
                  or its use, safety, cleanliness or occupation of the Leased
                  Premises, and save Landlord harmless from penalties, fines,
                  costs, expenses or damages resulting from failure to do so.

         6.2.2    Give to Landlord prompt written notice of any accident, fire
                  or damage occurring on or to the Leased Premises.

         6.2.3    Conduct its business in the Leased Premises in all respects in
                  a dignified manner and in accordance with high standards of
                  store operation.

         6.2.4    Comply with all reasonable rules and regulations of Landlord
                  in effect at the time of the execution of this Lease or at any
                  time or times, and from time to time, promulgated by Landlord,
                  which Landlord in its sole discretion shall deem necessary in
                  connection with the demised Leased Premises, the building of
                  which the demised Leased Premises are a part or the Shopping
                  Center, including both the operation of Tenant's business
                  during certain minimum days and hours and the installation of
                  such fire extinguishers, water buckets and other safety
                  equipment as Landlord may reasonably require.

6.3      Rights Reserved by Landlord.

         6.3.1    Easements. Landlord expressly reserves all rights in and with
                  respect to the land hereby leased not inconsistent with
                  Tenant's use of the Leased Premises as provided in the Lease,
                  including (without in anyway limiting the generality of the


                                      - 8 -

                  foregoing) the rights of Landlord to enter upon the Leased
                  Premises and give easements to others for the purpose of
                  installing, using, maintaining, renewing and replacing such
                  overhead or underground water, gas, sewer and other pipe
                  lines, and telephone, electric, and power lines, cables and
                  conduits as Landlord may deem desirable in connection with the
                  development or use of any other property in the neighborhood
                  of the land hereby leased, whether owned by Landlord or not,
                  all of which pipelines, lines and conduits shall be buried to
                  a sufficient depth or raised to a sufficient height so as not
                  to interfere with the use or stability of the building or any
                  other improvements on the land hereby leased.

         6.3.2    Inspection. Landlord reserves the right to, at all reasonable
                  times, by itself or its duly authorized agents, employees and
                  contractors to go upon and inspect the demised Leased Premises
                  and every part thereof, to enforce or carry out the provisions
                  of this Lease, to perform any defaulted obligation of Tenant
                  or for any other proper purposes.

         6.3.3    Presentation for Sale or Lease. Landlord hereby reserves the
                  right during usual business hours to enter the Leased Premises
                  and to exhibit the same for purposes of sale, lease or
                  mortgage, and during the last six (6) months of the term of
                  this Lease, to exhibit the Leased Premises to any prospective
                  Tenant, and to display a 'For Sale' sign at any time, and also
                  after notice from either party of intention to terminate this
                  Lease, or at any time within six (6) months prior to the
                  expiration of the Lease, a 'For Rent' sign, or both 'For Sale'
                  and 'For Rent' signs, and all said signs shall be placed upon
                  such part of the Leased Premises as Landlord shall require,
                  except on doors leading into the Leased Premises. Prospective
                  purchasers or tenants authorized by Landlord may inspect the
                  Leased Premises at reasonable hours at any time.

ARTICLE 7. LIABILITY INSURANCE AND INDEMNIFICATION

7.1      Insurance. During the term of this Lease, Tenant, at Tenant's expense,
         shall keep the building of which the Leased Premises are a part insured
         against loss or damage by fire and the hazards covered by extended
         coverage insurance in an amount equal to not less than the full
         insurable value of such building. The policy or policies therefor shall
         name Landlord as insured and shall be payable to Landlord. Tenant shall
         not commit or permit any acts in or about the Leased Premises which may
         in any way impair or invalidate such policy or policies of insurance
         for the building.

         Tenant shall be solely responsible for obtaining any fire or extended
         coverage insurance for personal property and improvements of Tenant and
         for all goods, commodities and materials stored by Tenant in or about
         the Leased Premises. Tenant agrees that if any property owned by it and
         located in the Leased Premises shall be damaged or destroyed, Landlord
         shall not have any liability to Tenant, nor to any insurer of Tenant,
         for or in respect of such damage or destruction, and Tenant shall
         require all policies of risk


                                      - 9 -

         insurance carried by it on its property in the Leased Premises to
         contain or be endorsed with a provision in and by which the insurer
         designated therein shall waive its right of subrogation against
         Landlord.

7.2      Operations of Tenant. All operations conducted by Tenant shall be at
         Tenant's sole risk. In addition, Tenant shall procure and keep in force
         at its own expense public liability insurance and comprehensive general
         liability insurance, including contractual liability insurance
         sufficient to cover all phases and aspects of the operation and conduct
         of its business, with minimum limits of $1,000,000 on account of bodily
         injuries to or death of one person, and $3,000,000 on account of bodily
         injuries to or death of more than one person as the result of any one
         accident or disaster, and $1,000,000 on account of damage to property.

7.3      Policy Requirements. All insurance policies required of Tenant in this
         Lease shall name as insured both Landlord and Tenant (and upon request,
         any other party named by Landlord) and shall contain an express waiver
         of any right of subrogation against Landlord and other named insureds
         designated by Landlord. All policies shall be in such companies as are
         authorized to write such coverage in Arizona, shall be acceptable to
         Landlord and/or its lender (which shall be named as an additional
         insured if requested in writing). Tenant will further deposit the
         policy or policies of such insurance or certificates thereof, with
         Landlord with evidence of payment of premium at all times commencing
         with the date of this Lease. Each policy shall provide against
         cancellation without thirty (30) days prior written notice to the named
         insureds.

7.4      Failure to Procure Insurance. In the event Tenant shall fail to procure
         insurance required under this Article 7 and fails to maintain such
         insurance in force continuously during the term of this Lease, Landlord
         shall be entitled to procure such insurance, and Tenant shall
         immediately reimburse Landlord for such premium expense.

7.5      Indemnification and Waiver of Claims. Tenant indemnifies Landlord and
         waives claims as follows:

         7.5.1    Indemnification. Tenant will indemnify Landlord and save it
                  harmless from and against any and all claims, actions,
                  damages, liability and expense in connection with loss of
                  life, personal injury and/or damage to property occurring in
                  or about, or arising from or out of, the Leased Premises and
                  adjacent sidewalks and loading platforms or areas or
                  occasioned wholly or in part by any act or omission of Tenant,
                  its agents, contractors, customers or employees. Additionally,
                  Tenant agrees to indemnify and hold harmless Landlord with
                  respect to any claim, cause of action or proceeding, in law or
                  in equity, civil, criminal or administrative, asserted or
                  brought by any person, firm or corporation. Tenant agrees to
                  defend at its own cost and expense any lawsuit or proceeding
                  referred to above and to reimburse Landlord for any reasonable
                  expenses or damages, including reasonable attorney's fees,
                  incurred in any such proceeding, lawsuit,


                                     - 10 -

                  administrative action, or investigation commenced in whole or
                  in part by reason of said exclusive clause.

         7.5.2    Waiver of Claims. Landlord and Landlord's agents, employees
                  and contractors shall not be liable for, and Tenant hereby
                  releases all claims for, damage to person and property
                  sustained by Tenant or any person claiming through Tenant
                  resulting from any theft, fire, accident, occurrence or
                  condition in or upon the Leased Premises or building of which
                  they shall be a part.

                  In the event the Leased Premises or its contents are damaged
                  or destroyed by fire or other insured casualty, the rights, if
                  any, of either party hereto against the other with respect to
                  such damage or destruction are waived; and all policies of
                  fire and/or extended coverage or other insurance covering the
                  Leased Premises or its contents shall contain a clause or
                  endorsement providing in substance that the insurance shall
                  not be prejudiced if the insureds have waived the right of
                  recovery from any person or persons prior to the date and time
                  of loss or damage, if any.

         7.5.3    Notice of Claims or Suits. Tenant agrees to promptly notify
                  Landlord of any claim, action, proceeding or suit instituted
                  or threatened against Landlord. In the event Landlord is made
                  a party to any action for damages which Tenant has herewith
                  indemnified Landlord against, then Tenant shall pay all costs
                  and shall provide effective counsel in such litigation or
                  shall pay, at Landlord's option, the attorney fees and costs
                  incurred in connection with said litigation by Landlord.

ARTICLE 8. LOSS, DESTRUCTION OR TAKING OF LEASED PREMISES

8.1      Fire or Other Casualty. Tenant shall give to Landlord prompt written
         notice of any accident, fire or damage occurring on or to the Leased
         Premises and shall fully cooperate with Landlord in filing all
         necessary proofs of claim with insurance companies. The proceeds of
         such insurance applicable to the Leased Premises shall be paid to
         Landlord and Landlord shall rebuild, repair or restore the Leased
         Premises to the condition at the time immediately preceding the loss or
         damage; provided, however, that Landlord may elect to retain such
         insurance proceeds and shall not be required to rebuild, repair or
         restore the Leased Premises, and this Lease shall be terminated, if
         such damage or destruction occurs within the last year of the term of
         this Lease, or if more than one-third (1/3) of the Leased Premises is
         so damaged or destroyed. In the event of total destruction of the
         Leased Premises, the rent shall abate during the period of rebuilding,
         repair or restoration by Landlord, or, in the event of partial
         destruction of the Leased Premises, the rent shall abate pro rata
         during the period of rebuilding, repair or restoration by Lessor.

8.2      Condemnation. If title to all or any portion of the Leased Premises be
         taken by a public or quasi-public authority under any statute or by
         right of eminent domain of any


                                     - 11 -

         governmental body, whether such loss or damage results from
         condemnation of part or all of the Leased Premises, Tenant shall not be
         entitled to participate or receive any part of the damages or award
         except where said award shall provide for moving or other reimbursable
         expenses for Tenant under applicable statute, in which event the latter
         sum shall be received by Tenant, and except that portion of any award
         allocated to the taking of Tenant's trade fixtures, equipment and
         personal property, or to a loss of business by Tenant. None of the
         awards or payments to Landlord shall be subject to any diminution or
         apportionment on behalf of Tenant or otherwise.

         If any power of eminent domain is exercised during the term of this
         Lease, such exercise shall not void or impair this Lease unless the
         amount of the Leased Premises so taken is such as to substantially and
         materially impair the usefulness of the Leased Premises for the purpose
         of which they are hereby demised, in which event either party may
         cancel this Lease by notice to the other within sixty (60) days after
         possession is taken, and the rental herein provided shall abate as of
         the date possession is taken by the condemning authority.

         If a portion of the Leased Premises shall be taken as herein provided
         for public improvements or otherwise under the exercise of the right of
         eminent domain and the Leased Premises shall continue to be reasonably
         suitable for the use which is hereby authorized, then the rental herein
         provided shall be reduced from the date of such taking in direct
         proportion to the reduction in usefulness of the Leased Premises.

ARTICLE 9. ASSIGNMENT, SUBLETTING, MORTGAGING AND SUBORDINATION

9.1      Assignment and Subletting by Tenant. Tenant shall not convey, assign,
         mortgage, pledge or encumber this Lease, in whole or in part, nor
         sublet the whole or any part of the Leased Premises, or permit the use
         of the whole or any part of the Leased Premises by any licensee or
         concessionaire, without first obtaining the written consent of
         Landlord. This prohibition shall be construed to include a prohibition
         against any assignment or subletting by operation of law, assignment
         for the benefit of creditors, voluntary or involuntary bankruptcy or
         reorganization, or otherwise, without the prior written consent of
         Landlord. Any assignment or sublease without Landlord's written consent
         is in violation of this Lease and a default hereunder and, at the
         option of Landlord, shall be voidable.

         Landlord's consent or refusal to consent to any such subletting may be
         based upon, but shall not be limited to, factors pertaining to (a) the
         acceptability of the proposed subtenant to the Leased Premises, and (b)
         the financial statement, credit and ability of any proposed subtenant
         to meet the obligations, terms and conditions of this Lease.

         The acceptance of any rental payments by Landlord from any alleged
         assignee shall not constitute approval of the assignment of this Lease
         by the Landlord, and the consent by


                                     - 12 -

         Landlord to one assignment or subletting of the Leased Premises shall
         not constitute a waiver of Landlord's rights hereunder.

         Tenant shall pay to Landlord the sum of $500.00 as a Transfer Fee for
         such written consent. In the event of any such assignment, subletting,
         licensing or granting of a concession, made with the written consent of
         the Landlord as aforesaid, Tenant will nevertheless remain liable for
         the performance of all the terms, conditions, and covenants of this
         Lease. Any permitted assignment or subletting shall be by agreement in
         form and content acceptable to Landlord, and shall specify and require
         that each subtenant or assignee acquiring this Lease by acceptance of
         any sublease, assignment or transfer shall assume, be bound by, and be
         obligated to perform the terms and conditions of its sublessor and
         assignor under this Lease. A condition of such assignment or subletting
         is the agreement of the parties that Landlord shall receive the full
         and complete rental payment of subtenant or assignee, though such
         payments may be in excess of the original rental between Landlord and
         Tenant. It is the intent and understanding of the parties to this
         Agreement that Tenant shall not receive any monetary benefit in excess
         of the actual rental obligation of Tenant as agreed between the
         original Tenant and Landlord through a sublease or assignment to a
         third party. In the event of default of Tenant, Landlord, at Landlord's
         sole option, may succeed to the position of Tenant as to any subtenant
         or licensee of Tenant.

9.2      Assignment and Mortgaging by Landlord. The term 'Landlord' as used in
         this Lease means the owner of the Leased Premises. So long as all sums
         held on Tenant's behalf in trust or escrow by Landlord are paid over to
         any purchaser of said Leased Premises, Landlord shall be and is hereby
         relieved of all covenants and obligations of Landlord hereunder after
         the date of sale of the Leased Premises, and it shall be construed
         without further agreement between the parties that the purchaser has
         assumed and agreed to carry out any and all covenants and obligations
         of Landlord hereunder from the date of such sale.

9.3      Subordination. This Lease shall, upon request by Landlord, be subject
         and subordinate to any and all leases, mortgages or deeds of trust
         hereinafter placed upon the Leased Premises, or any part thereof, and
         to all future modifications, consolidations, replacements, extensions
         and renewals of, and all amendments and supplements to said leases,
         mortgages or deeds of trust. Notwithstanding such subordination as
         aforesaid, this Lease, except as otherwise hereinafter provided, shall
         not terminate or be divested by foreclosure or other default
         proceedings under said leases, mortgages, deeds of trust, or
         obligations secured thereby, and Tenant shall attorn to and recognize
         the landlord, mortgagee, trustee, beneficiary or the purchaser at the
         foreclosure sale in the event of such foreclosure or other default
         proceeding, as Tenant's Landlord hereunder for the balance of the term
         of this Lease, subject to all of the terms and provisions hereof.

9.4      Offset Statement. Tenant agrees to execute, acknowledge and deliver any
         and all documents required to effectuate the provisions of this Article
         9, and within ten (10) days


                                     - 13 -

         after request therefor by Landlord or in the event that upon any sale,
         assignment, lease or hypothecation of the Leased Premises and/or the
         land thereunder by Landlord, an offset statement shall be required by
         Tenant, Tenant agrees to deliver in recordable form a certificate (if
         such be the case) that this Lease is in full force and effect and there
         are no defenses or offsets thereto, or stating those claimed by Tenant,
         and the dates to which rental or other sums have been paid in advance,
         it being intended that any such statement delivered pursuant to this
         Paragraph 9.4 may be relied upon by any prospective purchaser,
         mortgagee, assignee or beneficiary. Tenant shall also deliver to any
         prospective institutional lender of Landlord, upon Landlord's
         reasonable request therefor, from time to time, Tenant's latest
         financial statements and such specific subordination agreement on
         Lender's form as may be required by Lender. Tenant acknowledges and
         agrees that the promises to issue statements pursuant to this Paragraph
         9.4 are a material consideration inducing Landlord to enter into this
         Lease, and that the breach of such promise shall be deemed a material
         breach of this Lease, and shall constitute a default hereunder.

ARTICLE 10. DEFAULT AND REMEDIES FOR DEFAULT

10.1     Events of Default. The occurrence of any of the following constitute an
         event of default hereunder:

         10.1.1   Tenant Bankruptcy/Insolvency. The filing of a petition by or
                  against Tenant for adjudication as a bankrupt or insolvent, or
                  for its reorganization or for the appointment of a receiver or
                  trustee of Tenant's property; an assignment by Tenant for the
                  benefit of creditors; or the taking of possession of the
                  property of Tenant by any governmental officer or agency
                  pursuant to statutory authority for the dissolution or
                  liquidation of Tenant.

         10.1.2   Delinquency in Payment. Failure of Tenant to pay when due any
                  installment of rent hereunder or any other sum herein required
                  to be paid by Tenant, and the continuance of such nonpayment
                  for five (5) days after written notice from Landlord.

         10.1.3   Abandonment. Abandonment of the Leased Premises by Tenant.

         10.1.4   Failure to Perform Covenants. Tenant's failure to perform any
                  other covenant or condition of this Lease within twenty (20)
                  days after written notice and demand, unless the failure is of
                  such a character as to require more than twenty (20) days to
                  cure, in which event Tenant's failure to proceed diligently to
                  cure such failure shall constitute an event of default.

10.2     Remedies of Landlord for Default by Tenant. Upon the occurrence of an
         event of default, Landlord shall have the right, then or at any time
         thereafter, and while such


                                     - 14 -

         event of default shall continue, and in addition to and not in lieu of
         any other remedies, relief or rights available to Landlord at law or
         equity or contained in this Lease, to do any of the following:

         10.2.1   Landlord Cure. Landlord by itself or its authorized agents may
                  cure the default and charge Tenant for the costs of such cure,
                  which charge shall be due and payable as rental under this
                  Lease immediately upon written notice to Tenant.

         10.2.2   Distrain. Landlord may distrain for rent due.

         10.2.3   Exercise General Lien. Landlord may exercise its general lien
                  on the leasehold estate and all property in the Leased
                  Premises.

         10.2.4   Right of Re-Entry. Landlord shall have the right to re-enter
                  the Leased Premises to assume and take possession of the whole
                  or any part thereof, and to remove all persons or personal
                  property by direct or summary action, or in a different type
                  of suit or proceeding, by force or otherwise, without being
                  deemed guilty of trespass or other actionable wrong by reason
                  thereof, and without being liable for the damages therefor or
                  in connection therewith, and, after demand made therefor,
                  Tenant or anyone in possession claiming under Tenant shall be
                  deemed guilty of unlawful detainer and subject to such summary
                  or other action as may be provided by law. Additionally,
                  Landlord may relet the Leased Premises as the agent for and in
                  the name of the Tenant, at any rental readily acceptable,
                  applying the proceeds first to the payment of such rent as the
                  same comes due, and toward the fulfillment of the other
                  covenants and agreements of Tenant herein contained, and the
                  balance, if any, shall be paid to Tenantl; and the Tenant
                  hereby agrees that if Landlord shall recover or take
                  possession of said Leased Premises as aforesaid and be unable
                  to relet and rent the same so as to realize a sum equal to the
                  rent hereby reserved, Tenant shall pay to Landlord any loss or
                  difference of rent for the remainder of the term.

         10.2.5   Termination of Lease. Landlord, irrespective of the date on
                  which its right of re-entry shall have accrued or be
                  exercised, shall have the right, whether for rent or
                  possession or otherwise, to forfeit this Lease and terminate
                  the state of tenancy hereby created. This right to terminate
                  is exercisable by a written notice to Tenant, which written
                  notice may be part of a notice of default previously delivered
                  to Tenant, and, as such, may be conditioned upon Tenant's
                  failure to cure the default and the event of default. The
                  termination may be made effective as of the event of default
                  or thereafter, and, if not otherwise specified, will be deemed
                  to be effective immediately. Upon such termination and
                  forfeiture, Landlord


                                     - 15 -

                  shall be entitled to and may take immediate possession of the
                  Leased Premises, any other notice or demand being hereby
                  waived. Such termination does not, however, release Tenant
                  from liability for rentals then overdue or remaining under the
                  Lease but shall operate to accelerate the entire balance of
                  the term rental, which shall become immediately due and
                  payable by Tenant, along with all overdue rentals and charges.

10.3     Non-Waiver of Remedies. It is expressly agreed that neither the taking
         of possession of the Leased Premises nor the institution of any
         proceedings by way of unlawful detainer, ejectment, quiet title, or
         otherwise, to secure possession of the Leased Premises, nor the
         re-entry by Landlord with or without the institution of such
         proceedings, nor the rerenting or subletting of the Leased Premises,
         shall operate to terminate this Lease in whole or in part, nor of
         itself constitute an exercise of Landlord's option to do so, but only
         by the giving of the written notice specifically specifying termination
         shall such termination be effected.

         In the event Tenant breaches this Lease, or any covenant, term or
         condition hereunder, and abandons the Leased Premises, this Lease shall
         continue in force and effect for so long as the Landlord does not
         terminate Tenant's right to possession, and Landlord may enforce all
         rights and remedies of Landlord including, without limitation, the
         right to recover rental as it becomes due hereunder. Acts of
         maintenance or preservation or efforts to relet the Leased Premises, or
         the appointment of a receiver upon the initiation of the Landlord to
         protect the Landlord's interest under this Lease shall not constitute a
         termination of Tenant's right to possession.

         Waiver by Landlord of any default, breach or failure of Tenant under
         this Lease shall not be construed as a wavier of any subsequent or
         different default, breach or failure. In case of a breach by Tenant of
         any of the covenants or undertakings of Tenant, Landlord nevertheless
         may accept from Tenant any payments hereunder without in any way
         waiving Landlord's right to exercise the remedies hereinbefore provided
         for by reason of any other breach or lapse which was in existence at
         the time such payment or payments were accepted by Landlord.

         It is expressly understood that the enumeration herein of express
         rights, options and privileges shall not limit Landlord nor deprive
         Landlord of any other remedy or action or cause of action by reason of
         any default of Tenant, including the right to recover from Tenant any
         deficiency upon re-renting.

         The specific remedies to which Landlord may resort under the terms of
         this Lease are cumulative and are not intended to be exclusive of any
         other remedies or means of redress to which they may be lawfully
         entitled in case of any breach or threatened breach by either of them
         or of any provisions of this Lease.


                                     - 16 -

ARTICLE 11. GENERAL PROVISIONS

11.1     No Brokers. Neither Landlord nor Tenant has employed a broker who has
         or may have a legitimate claim to a commission arising from Tenant's
         acceptance of the Lease.

11.2     No Partnership. Notwithstanding any other express or implied provision
         of this Lease, it is understood that Landlord does not in any way or
         propose a partnership or joint venture with Tenant in the conduct of
         Tenant's business.

11.3     Successors and Assigns. All rights, obligations and liabilities herein
         given to, or imposed upon, the respective parties hereto shall extend
         to and bind the several and respective heirs, executors,
         administrators, successors, sublessees, and assigns of said parties,
         subject to the provisions of Article 9; provided, however, that the
         liability of Landlord hereunder and any successor in interest and title
         to the Leased Premises shall be limited to its interest in the Leased
         Premises, and no other assets of the Landlord other than its interest
         in the Leased Premises shall be affected by reason of any liability
         which said Landlord or successor in interest may have under this Lease.

11.4     Notices. Wherever in this Lease it shall be required or permitted that
         notice or demand be given or served by either party to this Lease to or
         on the other, such notice or demand shall not be deemed to have been
         duly given or served unless made in writing and either personally
         delivered or forwarded by certified mail, return receipt requested,
         postage prepaid, to the address for each party provided below. Such
         addresses may be changed from time to time by either party by serving
         notices as above provided. While Tenant is in possession of the Leased
         Premises, notices to the Tenant may also be delivered or forwarded by
         certified mail to the Leased Premises.

         Address for Tenant:    Schuff Steel Company
                                420 S. 19th Avenue
                                Phoenix, Arizona 85009

         Address for Landlord:  19th Avenue/Buchanan Limited Partnership
                                420 S. 19th Avenue
                                Phoenix, Arizona 85009

11.5     Attorney's Fees. In the event that legal or arbitration proceedings are
         brought or commenced to interpret or enforce the terms of this Lease,
         the prevailing party shall be entitled to recover from the other party
         all costs and expenses of such proceedings, including reasonable
         attorneys' fees, whether or not any proceedings are prosecuted to
         judgment.


                                     - 17 -

11.6     Scope and Interpretation of this Agreement.

         11.6.1   Entire Agreement. This Lease shall be considered to be the
                  only agreement between the parties hereto pertaining to the
                  Leased Premises. It is understood that there are no oral
                  agreements between the parties hereto affecting this Lease,
                  and this Lease supersedes and cancels any and all previous
                  negotiations, arrangements, brochures, agreements and
                  understandings, if any, between the parties hereto or
                  displayed by Landlord to Tenant with respect to the subject
                  matter thereof, and none shall be used to interpret or
                  construe this Lease. It is further agreed by and between the
                  parties hereto that there shall be no modification or
                  amendment to this Lease, except as may be executed in writing
                  between the parties hereto. It is further understood by Tenant
                  that Landlord may not now, or in the future, own all of the
                  Leased Premises. Tenant agrees not to cancel its Lease,
                  reduce, abate, or offset rents, or pursue any other remedies
                  under this Lease, or at law or equity, with respect to
                  Landlord, for any violation, breach or default of this Lease
                  by virtue of any act or omission on, or with respect to,
                  property not owned by Landlord.

         11.6.2   Headings/Captions. The headings or captions of Articles or
                  Paragraphs in this Lease are for convenience and reference
                  only and they in no way define, limit, or describe the scope
                  or intent of this Lease or the provisions of such Articles.

         11.6.3   Gender and Interpretation of Terms and Provisions. As used in
                  this Lease and whenever required by the context thereof, each
                  number, both singular or plural, shall include all numbers,
                  and each gender shall include all genders. Landlord and
                  Tenant, as used in this Lease or in any other instrument
                  referred to in or made a part of this Lease, shall likewise
                  include both the singular and the plural, a corporation,
                  co-partnership, individual or person acting in any fiduciary
                  capacity as executor, administrator, trustee, or in any other
                  representative capacity. All covenants herein contained on the
                  part of Tenant shall be joint and several.

         11.6.4   Time of Essence. Time is hereby expressly declared to be of
                  the essence of this Lease and of each and every covenant,
                  term, condition and provision hereof.

         11.6.5   Impartial Construction. The language in all parts of this
                  Lease shall be in all cases construed as a whole according to
                  its fair meaning and not strictly for nor against either
                  Landlord or Tenant.


                                     - 18 -

         11.6.6   Governing Law. The laws of the State in which the Leased
                  Premises are located shall govern the validity,
                  interpretation, performance and enforcement of this Lease.

         11.6.7   Partial Invalidity. If any term covenant or condition of this
                  Lease or the application thereof to any person or circumstance
                  shall, to any extent, be invalid or unenforceable, the
                  remainder of this Lease, or the application of such term
                  covenant or condition to persons or circumstances other than
                  those as to which it is held invalid or unenforceable shall
                  not be affected thereby, and each term, covenant or condition
                  of this Lease shall be valid and be enforced to the fullest
                  extent permitted by law.

         11.6.8   Amendment. Oral agreements in conflict with any of the terms
                  of this Lease shall be without force and effect, all
                  amendments to be in writing executed by the parties or their
                  respective successors in interest.

11.7     Execution and Delivery of Lease. The submission of this Lease for
         examination does not constitute a reservation or option for the Leased
         Premises. This Lease shall be executed in duplicate and shall become
         effective as of the date first written only when an executed original
         is delivered to each party.

         IN WITNESS WHEREOF, Landlord and Tenant hereby execute this Lease, on
their own behalf or through their duly authorized representative.

                        LANDLORD:

                        19th AVENUE/BUCHANAN LIMITED PARTNERSHIP,
                        an Arizona limited partnership

                        By:      /s/ Scott A. Schuff
                                 ----------------------------------
                                                  , General Partner
                                 -----------------

                        TENANT:

                        SCHUFF STEEL COMPANY, an Arizona corporation

                        By:      /s/ Scott A. Schuff
                                -------------------------------------
                                 Scott A. Schuff, President



                                     - 19 -

STATE OF ARIZONA                    )
                                    )ss.
COUNTY OF MARICOPA                  )

         On this _____ day of ____________, 1997, ________________
______________________ who is known to me or satisfactorily proven to me to be
the person whose name is subscribed to this Lease, personally appeared before
me, a notary public, and acknowledged, that he/she executed this Lease on in the
capacity so indicated for the principal named.

         IN WITNESS WHEREOF I hereunto set my hand and official seal.


                                  ----------------------------------
                                  Notary Public
My Commission Expires:

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




STATE OF ARIZONA                    )
                                    )ss.
COUNTY OF MARICOPA                  )

         On this _____ day of ____________, 1997, Scott A. Schuff, who is known
to me or satisfactorily proven to me to be the person whose name is subscribed
to this Lease, personally appeared before me, a notary public, and acknowledged,
that he executed this Lease on in the capacity so indicated for the principal
named.

         IN WITNESS WHEREOF I hereunto set my hand and official seal.


                                  ----------------------------------
                                  Notary Public
My Commission Expires:

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




                                     - 20 -

                                   EXHIBIT 'A'
                                      LEASE
                     420 S. 19TH AVENUE IN PHOENIX, ARIZONA

                                LEGAL DESCRIPTION


PARCEL NO. 1:

Lots 1 to 11 inclusive, WISE ADDITION, according to Book 5 of Maps, Page 27,
records of Maricopa County, Arizona; and

The West half of 18th Avenue abandoned by Resolution No. 12280 recorded in
Docket 6029, page 376, records of Maricopa County, Arizona, lying South of the
North line of said Lot 11 extended East and North of the South line of said Lot
11 extended East.

PARCEL NO. 2:
  A strip of land 23 feet in width, situated in the Northwest quarter of the
Southwest quarter of Section 7, Township 1 North, Range 3 East of the Gila and
Salt River Base and Meridian, Maricopa County, Arizona, said strip of land
being bounded on the North by the Southerly line of the land described in
instrument recorded in Book 89 of Deeds, page 96, records of Maricopa County,
Arizona, bounded on the South by the North line of Lots 1 to 11 inclusive, WISE
ADDITION, according to Book 5 of Maps, Page 27, records of Maricopa County,
Arizona; and bounded on the East line of the Nineteenth Avenue as said East and
West lines are shown on the recorded map.  (This is the 23 foot strip of land
adjacent to the North of Lots 1 to 11 inclusive, WISE ADDITION).

PARCEL NO. 3:

Lots 12, 13 and 14, WISE ADDITION, according to Book 5 of Maps, Page 27,
records of Maricopa County, Arizona; and the East half of 18th Avenue abandoned
by Resolution No. 12280 recorded in Docket 6029, page 376, records of Maricopa
County, Arizona, lying South of the North line of said Lot 12 extended West and
North of the South line of said Lot 12 extended West.
        

                             EXHIBIT 'A' CONTINUED

PARCEL NO. 4:

The West 716 feet of the following described property:

That portion of the Southeast quarter of Section 12, Township 1 North, Range 2
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona,
described as follows:

BEGINNING at a point 33 feet West of the Northeast corner of the Southeast
quarter of said Section 12; THENCE South parallel to and 33 feet West of the
East line of Section 12, a distance of 439 feet to the TRUE POINT OF BEGINNING;
THENCE West along the South line of the North 439 feet of the Southeast quarter
of said Section 12, a distance of 2277.7 feet, more or less, to a point on the
East line of the West 333 feet of said Southeast quarter of Section 12, as said
East line is established by Deed recorded in Docket 1953, page 405, records of
Maricopa County, Arizona;
THENCE South along the East line of the said West 333 feet a distance of 221.85
feet, more or less, to the North line of Lincoln Street as dedicated on the
plat of SELLWELL, according to Book 29 of Maps, Page 28, records of Maricopa
County, Arizona;
THENCE Easterly along the North line of Lincoln Street to a point 33 feet West
of the East line of said Section 12, being on the West line of 19th Avenue;
THENCE North along the West line of 19th Avenue, to the TRUE POINT OF BEGINNING;

EXCEPT an undivided 1/2 interest in the track and track equipment main spur
presently located on said land as set forth in instrument recorded in Docket
6905, page 181, records of Maricopa County, Arizona.

PARCEL NO. 5:

That part of the Southeast quarter of Section 12, Township 1 North, Range 2
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona,
described as follows:

BEGINNING at a point 60 feet South and 33 feet West of the Northeast corner of
the Southeast quarter of said Section 12, said point of beginning being on the
South property line of the 60 foot parcel of land conveyed by Deed recorded in
Book 89 of Deeds, page 170, records of Maricopa County, Arizona;
THENCE South 379.0 feet along the West line of 19th Avenue;
THENCE West 1499.34 feet;
THENCE North 379.0 feet to the South line of said land conveyed by Deed
recorded in Book 89 of Deeds, page 170, records of Maricopa County, Arizona;


                             EXHIBIT 'A' CONTINUED

THENCE East along said South line 1499.34 feet to the POINT OF BEGINNING.

PARCEL NO. 6:

The South 379.0 feet of the North 439.0 feet of the Southeast quarter of
Section 12, Township 1 North, Range 2 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona;

EXCEPT the East 1532.34 feet; and

EXCEPT the West 333 feet thereof; and

EXCEPT an undivided 1/2 interest in the track and track equipment main spur
presently located on said land as set forth in instrument recorded in Docket
1219, page 584, records of Maricopa County, Arizona.