<SUBMISSION>
<ACCESSION-NUMBER>0001019687-06-002791
<TYPE>10QSB
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20060930
<FILING-DATE>20061116
<DATE-OF-FILING-DATE-CHANGE>20061116
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMISTAR CORP
<CIK>0000741559
<ASSIGNED-SIC>3559
<IRS-NUMBER>952747332
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10QSB
<ACT>34
<FILE-NUMBER>000-13403
<FILM-NUMBER>061224228
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>237 VIA VERA CRUZ
<CITY>SAN MARCOS
<STATE>CA
<ZIP>92069
<PHONE>6194713967
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>237 VIA VERA CRUZ
<CITY>SAN MARCOS
<STATE>CA
<ZIP>92069
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>amistar_10q-093006.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                For the quarterly period ended September 30, 2006

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from                  to                   .
                                        -----------------   ------------------

                         COMMISSION FILE NUMBER: 0-13403

                               AMISTAR CORPORATION
        (Exact name of small business issuer as specified in its charter)

            CALIFORNIA                                          95-2747332
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)

             237 Via Vera Cruz
           San Marcos, California                                     92078
  (Address of principal executive offices)                          (Zip code)

                            (760) 471 -1700 (Issuer's
                     telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

        Yes [X]    No [ ]

Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act)

        Yes [ ] No [X]

There were 3,306,544 shares of common stock outstanding as of November 10, 2006.


Transitional Small Business Disclosure Format (Check one):

        Yes [ ] No [X]



<PAGE>


                               AMISTAR CORPORATION
                                   FORM 10-QSB
                                TABLE OF CONTENTS


PART I  FINANCIAL INFORMATION

Item 1.  Unaudited Condensed Consolidated Financial Statements.................3
         Notes to the Unaudited Condensed Consolidated Financial Statements ...6

Item 2.  Management's Discussion and Analysis and Results of Operations.......18

Item 3.  Controls and Procedures..............................................24

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.....................................................25

Item 4. Submission of Matters to a Vote of Security Holders...................25

Item 5. Other Information.....................................................25

Item 6. Exhibits and Reports..................................................25



<PAGE>

<TABLE>
Part I
ITEM 1. FINANCIAL STATEMENTS

                                        AMISTAR CORPORATION
                               Condensed Consolidated Balance Sheets
                          (Unaudited and in thousands, except share data)


                                                                         Sept. 30,      Dec. 31,
                                                                            2006         2005 (A)
                                                                         ---------      ---------
<S>                                                                      <C>            <C>
ASSETS
Current assets:
Cash and cash equivalents                                                $     183      $   1,482
Trade accounts receivable, net of
  reserves of $18 (2006) and $10 (2005)                                        607            373
Inventories, net of reserves of
  $1,333 (2006) and $1,789 (2005)                                            1,362          2,079
Assets of discontinued operation                                                11            673
Demonstration equipment                                                         89             61
Prepaid expenses                                                               103            174
                                                                         ---------      ---------
  Total current assets                                                       2,355          4,842
Property and equipment, net                                                    108             98
Other assets                                                                   256            457
                                                                         ---------      ---------
                                                                         $   2,719      $   5,397
                                                                         =========      =========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                         $     125      $     805
Customer deposits and accrued liabilities                                    1,119          1,178
Liabilities of discontinued operation                                           --             61
Current portion of deferred gain on sale lease-back of property                300            417
                                                                         ---------      ---------
Total current liabilities                                                    1,544          2,461
Deferred gain on sale lease-back of property, net of current portion         1,202          3,315
Other long-term liabilities                                                    179            104
                                                                         ---------      ---------
Total liabilities                                                            2,925          5,880
                                                                         ---------      ---------
Common stock subject to registration                                           500             --
Shareholders' equity:
  Preferred stock,$.01 par value. Authorized
  2,000,000 shares; none outstanding                                            --             --
  Common stock, $.01 par value.  Authorized
  20,000,000 shares; 3,306,544 and
  3,169,544 shares issued and
  outstanding at September 30, 2006 and
  December 31, 2005, respectively                                               32             32
  Additional paid-in capital                                                 4,869          4,746
  Retained deficit                                                          (5,607)        (5,261)
                                                                         ---------      ---------
  Total shareholders' deficit                                                 (706)          (483)
                                                                         ---------      ---------
                                                                         $   2,719      $   5,397
                                                                         =========      =========


(A) Derived from the audited consolidated financial statements as of December
31, 2005.

SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                                3


<PAGE>

                                        AMISTAR CORPORATION
                          Condensed Consolidated Statements of Operations
                        (Unaudited and in thousands, except per share data)


                                                  Three months ended        Nine months ended
                                                      Sept. 30,                 Sept. 30,
                                                  2006         2005         2006         2005
                                                 -------      -------      -------      -------
Net sales                                        $ 2,162      $   545      $ 4,069      $ 2,764

Cost of sales                                      1,658          502        3,271        2,114
                                                 -------      -------      -------      -------

Gross profit                                         504           43          798          650
                                                 -------      -------      -------      -------

Operating expenses:
  Selling                                            414          315        1,133          919
  General and administrative                         511          863        1,553        2,223
  Engineering, research and development              225          267          739          883
                                                 -------      -------      -------      -------
                                                   1,150        1,445        3,425        4,025
                                                 -------      -------      -------      -------

Operating loss from continuing operations           (646)      (1,402)      (2,627)      (3,375)
Other income                                       2,038          118        2,276          353
                                                 -------      -------      -------      -------
Income (loss) from continuing operations
  before income taxes                              1,392       (1,284)        (351)      (3,022)
Income tax expense                                     1            1            3            4
                                                 -------      -------      -------      -------

Net income (loss) from continuing operations       1,391       (1,285)        (354)      (3,026)
Income (loss) from discontinued operations
  net of income taxes                                 (3)         110            8          (59)
                                                 -------      -------      -------      -------
Net income (loss)                                $ 1,388      $(1,175)     $  (346)     $(3,085)
                                                 =======      =======      =======      =======
Income (loss) per common share on
  continuing operations-basic and diluted        $  0.42      $ (0.40)     $ (0.11)     $ (0.96)
                                                 =======      =======      =======      =======
Income (loss) per common share on
  discontinued operations-basic and diluted      $ (0.00)     $  0.03      $  0.00      $ (0.02)
                                                 =======      =======      =======      =======
Weighted-average shares
  outstanding, basic and diluted                   3,307        3,155        3,251        3,147
                                                 =======      =======      =======      =======


SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                                4


<PAGE>

                               AMISTAR CORPORATION
                      Consolidated Statements of Cash Flows
                          (Unaudited and in thousands)

Nine months ended September30,                                               2006           2005
--------------------------------------------------------------------------------------------------
                                                                                         (Revised)
Cash flows from operating activities:
Net loss                                                                   $  (346)       $(3,085)
Net cash provided by operating activities of
  discontinued operation                                                       585          1,344
Adjustments to reconcile net loss to net cash
 used in operating activities:
 Depreciation and amortization                                                  30             32
 Amortization of deferred gain on sale lease-back of property               (2,230)          (312)
 Share-based compensation expense                                              103             50
 Changes in assets and liabilities:
Trade accounts receivable, net                                                (234)           214
Inventories, net                                                               717            242
Demonstration equipment                                                        (28)           (58)
Prepaid expenses and other assets                                              272             23
Accounts payable, customer deposits, accrued and
  other liabilities                                                           (664)          (232)
                                                                           -------        -------

Net cash used in operating activities                                       (1,795)        (1,782)
                                                                           -------        -------
Cash flows from investing activities:
Purchase of property and equipment                                             (40)           (43)
Purchase of property and equipment of discontinued operations                   --            (14)
Proceeds from sale of property and equipment of
  discontinued operation                                                        16            127
                                                                           -------        -------
Net cash provided by (used in) investing activities                            (24)            70
                                                                           -------        -------
Cash flows from financing activities:
Redemption of Industrial Development Bonds                                      --         (2,700)
Decrease in restricted cash, net                                                --          2,788
Issuance of common stock                                                       500             --
Exercise of stock options                                                       20             24
                                                                           -------        -------
Net cash provided by financing activities                                      520            112
                                                                           -------        -------

Net decrease in cash and cash equivalents                                   (1,299)        (1,600)
Cash and cash equivalents, beginning of period                               1,482          3,172
                                                                           -------        -------
Cash and cash equivalents, end of period                                   $   183        $ 1,572
                                                                           =======        =======

Supplemental disclosure of cash flow information-

Cash paid during the period for:
 Interest                                                                  $    --        $     4
                                                                           =======        =======
 Income taxes                                                              $     4        $     8
                                                                           =======        =======


SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                                5


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(1)  BUSINESS AND CURRENT EVENTS

Discontinued Operations
-----------------------

         In September 2005, the Company discontinued its Amistar Manufacturing
Services division ("AMS") segment. As of September 30, 2005, the AMS Segment met
all of the criteria in Statement of Financial Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to be
presented as discontinued operations. Accordingly, all current and prior period
financial information related to the AMS segment has been presented as
discontinued operations in the accompanying condensed consolidated financial
statements.

         Income (loss) from discontinued operations consists of direct revenues
and direct expenses of the AMS segment, including cost of revenues, as well as
other fixed and allocated costs to the extent that such costs will be eliminated
as a result of the transaction. General corporate overhead costs have not been
allocated to discontinued operations.

         The operating, investing and financing portion of cash flows
attributable to discontinued operations have separately disclosed, which in
previous reports, were reported on a combined basis as a single amount.

         A summary of the operating results of the AMS segment included in
discontinued operations in the accompanying condensed consolidated statements of
operations are as follows:

                                                        Three months ended                  Nine months ended
                                                             Sept. 30,                          Sept. 30,
                                                       2006             2005              2006             2005
                                                   ------------      ------------     ------------     ------------
Net sales                                          $         --      $      2,169     $        238     $      7,206
                                                   ============      ============     ============     ============

Income from discontinued operations                          (3)              110                8              (59)

Income taxes                                                 --                --               --               --
                                                   ------------      ------------     ------------     ------------

Net income (loss) from discontinued operations     $         (3)     $        110     $          8     $        (59)
                                                   ============      ============     ============     ============
</TABLE>


                                       6


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

     A summary of the major components of assets and liabilities of the
discontinued operation are as follows:

                                                       Sept. 30,     Dec. 31,
                                                         2006          2005
                                                      ----------    ---------
         Accounts receivable,net                      $        8    $     506
         Inventory, net of reserves                            3          165
         Equipment held for sale                              --            2
                                                      ----------    ---------

         Assets of discontinued operation             $       11    $     673
                                                      ==========    =========

         Accounts payable and accrued liabilities             --           61
                                                      ----------    ---------

         Liabilities of discountinued operation       $       --    $      61
                                                      ==========    =========

Litigation
----------

         On August 26, 2004, Amistar Corporation, Distributed Delivery Networks
Corporation, and William Holmes (the CEO of Distributed Delivery Networks) were
sued by Asteres, Inc. in the California Superior Court for the County of San
Diego, California. The complaint alleged causes of action for misappropriation
of trade secret, breach of a confidential disclosure agreement, unfair
competition and breach of the covenant of good faith and fair dealing.
Subsequently the Company filed a counter-claim for fraud, anti-trust violation
and other wrongful actions. On February 2, 2006, the Company and affiliates
settled the litigation with Asteres, Inc. and affiliates. According to the terms
of the settlement agreement, all parties dismissed their complaints with
prejudice. The terms of the settlement agreement did not have a financial impact
on the Company, other than its obligation for legal defense fees and costs.

Liquidity and Management's Plan
-------------------------------

         The Company's cash used in operating activities increased $13,000 from
$1,782,000 in the nine months ended September 30, 2005 to $1,795,000 in the nine
months ended September 30, 2006, primarily due to an increase in accounts
receivable, decrease in accounts payable, customer deposits, accrued and other
liabilities, and partially offset by a decreased loss, a decrease in inventory
and a decrease in prepaid and other assets in the nine months ended September
30, 2006, compared to the same period in 2005. Working capital decreased
$1,570,000 to $811,000 at September 30, 2006, compared to $2,381,000 at December
31, 2005, due primarily to the operating loss from continuing operations in the
nine months ended September 30, 2006.

         Cash provided from discontinued operations decreased $759,000 to
$585,000 in the nine months ended September 30, 2006, compared to $1,344,000 in
the comparable period of 2005, primarily due to collection of accounts
receivable, reduction of inventory and sale of fixed assets of the discontinued
operation during the nine months ended September 30, 2006, compared to when the
division was still operating in the same period of 2005.


                                       7


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

         The Company incurred litigation expenses, included in General and
Administrative expense of $83,000 during the nine months ended September 30,
2006, related to the case that was settled with Asteres. The Company used cash
of approximately $260,000 and issued 62,500 unregistered shares of common stock
to its law firm to satisfy its accounts payable obligation for legal fees during
the nine months ended September 30, 2006.

         Inter-company loans totaling $347,000 and $2,174,000, were made to
Distributed Delivery Networks, its majority-owned subsidiary to fund its
operations during the nine months and inception to date periods ended September
30, 2006, respectively.

         On March 30, 2006, the Company and Mr. Marshall (a director of the
Company), along with certain members of management, entered into a $1,500,000
revolving credit line facility, secured by accounts receivable, having a term of
two years, with interest on advances accruing at prime plus two percentage
points, to provide working capital for the Company. The credit line facility has
no financial covenants. As of the filing date of this report, no advances have
been made on the credit line.

      On March 30, 2006, the Company and Mr. Marshall and its law firm entered
into separate Stock Purchase and Registration Rights Agreements by which the
Company issued 62,500 unregistered shares of common stock in April 2006 in
return for $250,000 or $4.00 per share. The proceeds from the sale of shares to
Mr. Marshall were used for working capital. The shares issued to the Company's
law firm were to satisfy $250,000 of the payable owed for legal fees. The
Registration Rights Agreements requires the Company, using its best efforts, to
file a Registration Statement to effect a shelf registration.

         The Company reduced its facility costs by terminating its lease for the
approximate 80,000 square foot building it occupies and entered into a new lease
for a reduced amount of space totaling approximately 31,000 square feet, with a
term of five years at a base rental rate of $32,100 on September 21, 2006. The
Company estimates that the new lease will reduce its occupancy costs by
approximately $32k per month, beginning in the fourth quarter of 2006.

         Based on the Company's cash position, and assuming currently planned
expenditures and level of operations, management believes the Company will not
have sufficient capital resources for the twelve months ending September 30,
2007, and has an approximately six-month supply of cash and available borrowings
on its line of credit. To remain viable beyond the six month period ended March
31, 2007, the Company must return to profitability, which will be largely
dependent on its success in generating sales of its Rx-APM-448, reduce its
facility costs and/or raise debt or equity capital.

         The Company is considering its equity capital needs and options and has
had ongoing discussions with potential investors. Management believes it will be
required to obtain sufficient purchase orders for its Rx-APM(TM)-448
demonstrating that 1) the product has moved beyond the trial stage of
development and 2) that market demand exists for the product, in order to be
successful in its efforts to raise equity capital on favorable terms. There can
be no assurances that the Company will be successful in achieving these
objectives or the extent to which the Company will be able to achieve a
profitable level of operations or sufficient liquidity to sustain operations. If
the Company is not successful in executing the aforementioned plan, there will
be substantial doubt about its ability to continue as a going concern.


                                       8


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

         The accompanying unaudited condensed consolidated financial statements
of the Company have been prepared in accordance with Rule 10-01 of Regulation
S-X promulgated by the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
accounting principles generally accepted in the United States of America. In the
opinion of the Company, however, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
financial position as of September 30, 2006, its results of operations for the
three and nine months ended September 30, 2006 and 2005, and its cash flows for
the nine months ended September 30, 2006 and 2005, respectively. The results of
operations of the Company for the three and nine month periods ended September
30, 2006, may not be indicative of future results. These unaudited condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's annual report
on Form 10-KSB for the year ended December 31, 2005 as filed with the Securities
and Exchange Commission on March 30, 2006.

Inventories
-----------

         Inventories are stated at the lower of cost (first-in, first-out) or
market and include material, labor and manufacturing overhead costs. Inventories
consist of the following (in thousands), net of reserves of $1,333 and $1,789 at
September 30, 2006 and December 31, 2005, respectively:

                               September 30,                 Dec. 31,
                            2006 (In thousands)           2005 (In thousands)
                        --------------------------   ---------------------------
                         AIA       ddn       Total      AIA      ddn     Total
                        ------     ---     ------    -------    -----    ------
Raw Material            $  222     $ -     $  222    $   196    $   -    $  196
Work In Process            757       -        757        680        -       680
Finished Goods             378       5        383      1,185       18     1,203
                        --------------------------   ---------------------------
Total                   $1,357     $ 5     $1,362    $ 2,061    $  18    $2,079
                        ==========================   ===========================


                                       9


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


Earnings Per Common Share
-------------------------

     The Company calculates net income (loss) per share in accordance with SFAS
No. 128, "Earnings Per Share". Under SFAS No. 128, basic net earnings per common
share is calculated by dividing net loss by the weighted-average number of
common shares outstanding during the reporting period. Diluted net loss per
common share reflects the effects of potentially dilutive securities. Weighted
average shares used to compute net income (loss) per share are presented below
(in thousands):

                                           Three months ended  Nine months ended
                                              Sept. 30,            Sept. 30,
                                            2006     2005       2006       2005
                                           ------------------  -----------------
         Weighted-average shares, basic     3,307    3,155      3,251     3,147

         Dilutive effect of stock options      --       --         --        --
                                           ------------------  -----------------

         Weighted-average shares, diluted   3,307    3,155      3,251     3,147
                                           ==================  =================


     Options to purchase approximately 204,000 and 146,000 shares of potentially
dilutive common stock were excluded from the calculation of diluted net income
(loss) per share for the three and nine months ended September 30, 2006 and
2005, respectively, because the effects of these instruments were anti-dilutive.


                                       10


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Industry Segments and Geographic Information

         The following table summarizes the Company's two continuing operating
segments: Amistar Industrial Automation ("AIA"), which encompasses the
manufacture and distribution of manufacturing machinery, specialty products, and
related accessories and the Company's majority-owned subsidiary Distributed
Delivery Networks, which encompasses prototype development, manufacturing,
start-up operating costs, and marketing of automation equipment primarily to the
retail pharmacy market. The Company identifies reportable segments based on the
unique nature of operating activities, customer base and marketing channels.
Information is also provided by major geographical area (dollars in thousands).
Total assets are reflected for the discontinued segment.

<TABLE>
                                           AIA
                                        -----------------------------
                                                                          DISTRIBUTED
                                         UNITED                            DELIVERY                   CONTINUING      DISCONTIN.
                                         STATES     FOREIGN     TOTAL      NETWORKS     CORPORATE       TOTAL          SEGMENT
--------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>        <C>           <C>           <C>             <C>
THREE MONTHS ENDED SEPTEMBER 30, 2006

 Net sales                              $ 2,017    $     49   $ 2,066    $        96   $        --   $      2,162    $        --
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Depreciation and amortization                2          --         2              1             6             10             --
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Loss from operations                      (441)        (34)     (475)          (171)           --           (646)            (3)
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Total assets                             1,822         250     2,072            171           465          2,708             11
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Additions to long-lived assets              39          --        39             --            --             39             --
                                        =======    ========   =======    ===========   ===========   ============    ===========

THREE MONTHS ENDED SEPTEMBER 30, 2005

 Net sales                              $   624    $    (90)  $   534    $        11   $        --   $        545    $     2,169
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Depreciation and amortization                7          --         7              1             1              9             60
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Loss from operations                    (1,201)         --    (1,201)          (201)           --         (1,402)           110
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Total assets                             1,648          25     1,673            166         2,102          3,941          1,692
                                        =======    ========   =======    ===========   ===========   ============    ===========
 Additions to long-lived assets              --          --        --             --            --             --             --
                                        =======    ========   =======    ===========   ===========   ============    ===========

NINE MONTHS ENDED SEPTEMBER 30, 2006

  Net sales                             $ 3,823    $    138   $ 3,961    $       108   $        --   $      4,069    $       238
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Depreciation and amortization              16          --        16              3            11             30             --
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Income (loss) from operations          (1,974)       (116)   (2,090)          (537)           --         (2,627)             8
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Additions to long-lived assets             40          --        40             --            --             40             --
                                        =======    ========   =======    ===========   ===========   ============    ===========

NINE MONTHS ENDED SEPTEMBER 30, 2005

  Net sales                             $ 2,608    $    145   $ 2,753    $        11   $        --   $      2,764    $     7,206
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Depreciation and amortization              21          --        21              3             8             32            113
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Loss from operations                   (2,571)       (143)   (2,714)          (661)           --         (3,375)           (59)
                                        =======    ========   =======    ===========   ===========   ============    ===========
  Additions to long-lived assets             37          --        37             --             6             43             14
                                        =======    ========   =======    ===========   ===========   ============    ===========


                                                                11
</TABLE>


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)


Product Warranty Information
----------------------------

         The Company provides for the estimated cost of product warranties at
the time revenue is recognized. While the Company engages in extensive product
quality programs and processes, including actively monitoring and evaluating the
quality of its component suppliers, the Company's warranty obligation is
affected by product failure rates and the related material usage, field service
and delivery costs incurred in correcting a product failure. Should actual
product failure rates, material usage, or service delivery costs differ from the
Company's estimates, revisions to the estimated warranty liability would be
required.

         Warranty cost and accrual information is as follows for the three and
nine months ended September 30, 2006 and 2005 (in thousands):

                                     Charged to
                        Beginning      costs                          Ending
                         Balance     and expense    Deductions       Balance
------------------------------------------------------------------------------
Three months ended:
     9/30/2006          $      62    $        79    $       (3)    $       138
                        =========    ===========    ===========    ===========
     9/30/2005          $      53    $        12    $      (18)    $        47
                        =========    ===========    ===========    ===========

Nine months ended:
     9/30/2006          $      41    $       123    $      (26)    $       138
                        =========    ===========    ===========    ===========
     9/30/2005          $      31    $        70    $      (54)    $        47
                        =========    ===========    ===========    ===========


                                       12


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)


Stock-Based Compensation
------------------------

         In December 2004, the Financial Accounting Standards Board (FASB)
revised Statement of Financial Accounting Standards No. 123 (FAS 123R),
"Share-Based Payment," which establishes accounting for share-based awards
exchanged for employee services and requires companies to expense the estimated
fair value of these awards over the requisite employee service period. On April
14, 2005, the U.S. Securities and Exchange Commission adopted a new rule
amending the effective dates for FAS 123R. In accordance with the new rule, the
Company adopted the accounting provisions of FAS 123R beginning in the first
quarter of 2006.

         Under FAS 123R, share-based compensation cost is measured at the grant
date, based on the estimated fair value of the award, and is recognized as
expense over the employee's requisite service period. The Company has no awards
with market or performance conditions. The Company adopted the provisions of FAS
123R on January 1, 2006, the first day of the 2006, using a modified prospective
application, which provides for certain changes to the method for valuing
share-based compensation. Under the modified prospective application, prior
periods are not revised for comparative purposes. The valuation provisions of
FAS 123R apply to new awards and to awards that are outstanding on the effective
date and subsequently modified or cancelled. Estimated compensation expense for
awards outstanding at the effective date will be recognized over the remaining
service period of four years using the compensation cost calculated for pro
forma disclosure purposes under FASB Statement No. 123, "Accounting for
Stock-Based Compensation" (FAS 123).

         On November 10, 2005, the FASB issued FASB Staff Position No. FAS
123(R)-3, "Transition Election Related to Accounting for Tax Effects of
Share-Based Payment Awards."

         The Company has elected to adopt the alternative transition method
provided in this FASB Staff Position for calculating the tax effects of
share-based compensation pursuant to FAS 123R. The alternative transition method
includes a simplified method to establish the beginning balance of the
additional paid-in capital pool (APIC pool) related to the tax effects of
employee share-based compensation, which is available to absorb tax deficiencies
recognized subsequent to the adoption of FAS 123R.

         The Company has elected to continue utilizing the Black-Scholes
valuation model to measure fair value of future grants. FAS 123R requires
forfeitures on grants issued subsequent to January 1, 2006, to be estimated at
the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates.

         Stock option grants of 81,500 shares at a weighted average fair value
of $1.75 per share using the Black-Scholes valuation model were made in the
nine-months ended September 30, 2006, with the following weighted average
assumptions:

Volatility                                                               80.48%
Risk-free interest rate                                                   5.13%
Forfeiture rate                                                          14.60%


                                       13


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)


         The volatility assumption was based on historical closing stock prices
of the Company's stock over the past five years consistent with the option term.

         The risk-free interest rate assumption was based on the observed
interest rates consistent with the option term.

         The forfeiture rate assumption was based on the Company's historical
option cancellation information.

         The Company has adopted the safe-harbor, mid-point of term, estimated
option life of 3.75 years for any grants made in 2006 and 2007.

         The Company recorded estimated share-based compensation expense of
$11,000 and $27,000 during the three and nine-months ended September 30, 2006,
respectively, related to the 2006 grants. The Company recorded estimated
share-based compensation expense of $26,000 and $76,000 during the three and
nine-months ended September 30, 2006, respectively, related to grants and awards
made prior to 2006.

         Total share-based compensation expense for all awards was recognized
for the three and nine months ended September 30, 2006, as follows (in
thousands, except per share data).

<TABLE>
                                                               THREE MONTHS    NINE MONTHS
                                                                  ENDED           ENDED
                                                                 SEPT. 30,      SEPT. 30,
                                                                   2006            2006
                                                               ------------    -----------
<S>                                                            <C>             <C>
 Cost of sales                                                 $         2     $         4
 Selling                                                               (29)
                                                                                         9
 General and Administrative                                             59
                                                                                        74
 Engineering, research and development                                   5
                                                                                        16
                                                               ------------    -----------
 Share-based compensation expense, before of taxes                      37
                                                                                       103
 Related income tax benefits                                            --
                                                                                        --
                                                               ------------    -----------
 Share-based compensation expense, net of taxes                $        37     $       103
                                                               ============    ===========

 Net share-based compensation expense, per common share:
 Basis and Diluted                                             $       0.01    $      0.02
                                                               ============    ===========

</TABLE>


Pro Forma Information under FAS 123 for Periods Prior to Fiscal 2006
--------------------------------------------------------------------

         Prior to adopting the provisions of FAS 123R, the Company recorded
estimated compensation expense for employee stock options based upon their
intrinsic value on the date of grant pursuant to Accounting Principles Board
Opinion 25 (APB 25), "Accounting for Stock Issued to Employees" and provided the
required pro forma disclosures of FAS 123.


                                       14


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)

         Because the Company established the exercise price based on the fair
market value of the Company's stock at the date of grant, the stock options had
no intrinsic value upon grant, and therefore no estimated expense was recorded
prior to adopting FAS 123R. Each accounting period, the Company reported the
potential dilutive impact of stock options in its diluted earnings per common
share using the treasury-stock method. Out-of-the-money stock options (i.e., the
average stock price during the period was below the strike price of the stock
option) were not included in diluted earnings per common share as their effect
was anti-dilutive.

         Had the Company determined employee stock based compensation cost based
on a fair value model at the grant date for its stock options under SFAS 123
prior to January 1, 2006, the Company's net loss per share would have been
adjusted to the pro forma amounts for the three and nine months ended September
30, 2006 and 2005 as follows (in thousands, except per share amounts):


<TABLE>
 Period ended September 30, 2005
-------------------------------------------------------------------  Three Months    Nine Months
                                                                         Ended         Ended
                                                                      -----------    -----------
<S>                                                                   <C>                <C>
 Net loss - as reported                                               $   (1,175)        (3,085)
 Total stock-based employee compensation
    expense included in reported net income, net of tax (A)                   16             50
 Total stock-based employee compensation
     expense determined under fair-value-based method
     for all rewards, net of tax                                             (33)          (101)
                                                                      -----------    -----------
 Pro forma net loss                                                   $   (1,192)        (3,136)
                                                                      ===========    ===========

 Loss per share:
    Basic and diluted, as reported                                    $    (0.37)         (0.98)
    Basic and diluted, pro forma                                      $    (0.37)         (0.98)

</TABLE>


         (A) In addition to compensation expense, this amount is also recorded
as an increase to Additional Paid-In Capital.

         There were 30,000 shares granted during the three and nine months ended
September 30, 2005 to directors from the 2005 plan. The estimated share-based
compensation expense related to the grants for the three and nine months ended
September 30, 2005, was recorded at a weighted-average fair value of $1.81, on
the date of grant using the Black-Scholes fair value option-pricing model with
the following weighted-average assumptions: expected life of 4.8 years, expected
volatility of 60%, no dividends, and risk-free interest rate of 3.78%.


                                       15


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)


Stock option activity during the nine months ending September 30, 2006 was as
follows:

                                                       WEIGHTED       AGGREGATE
                                          NUMBER      AVE EXERCISE    INTRINSIC
                                         OF SHARES       PRICE          VALUE
                                         ---------    ------------    ---------
Outstanding, Dec. 31, 2005                134,250     $   2.14

Granted                                    81,500         3.40

Exercised                                 (12,000)        1.65

Expired                                        --           --
                                         --------     --------

Outstanding, Sept. 30, 2006               203,750     $   2.63        $ 196,000
                                         ========     ========        =========

The ranges of exercise prices on options outstanding at September 30, 2006 are
as follows:


                                 Weighted
                                 Average
                                Remaining      Weighted                 Weighted
                               Contractual      Average                  Average
   Range of         Number      Life (In      Exercise      Number     Exercise
Exercise Price   Outstanding     Years)          Price    Exercisable     Price
--------------------------------------------------------------------------------
$0.81 - $1.00       25,250         1.40     $     0.81       9,113       $  0.81
$1.76 - $2.21       67,000         2.50           2.16       63,795         2.16
$3.30 - $3.40      111,500         4.50           3.33       25,500         3.40
--------------------------------------------------------------------------------
$0.81 - $3.40      203,750         3.20     $     2.63       98,408      $  2.04
================================================================================

Commitments
-----------

         On September 21, 2006, the Company and Veritek Manufacturing LLC
entered into an agreement to terminate the existing lease dated September 15,
2004, for the Company's San Marcos, California headquarters facility, which was
assigned to Veritek Manufacturing LLC, as part of a real estate purchase
transaction. Simultaneous with the termination of the lease dated September 15,
2004, the Company entered into a new lease for approximately 31,000 square feet
of office and manufacturing space in the existing building. The new lease has a
term of five years, and a monthly rental rate of $32,100, plus a pro-rata share
of common area expenses. The lease termination and new lease transactions
resulted in a base rent reduction of $20,067 per month and a net refund of the
security deposit of $200,736. The


                                       16


<PAGE>

                               AMISTAR CORPORATION
         Notes to Condensed Consolidated Financial Statements, continued
                                   (Unaudited)


Company incurred a brokerage commission expense of approximately $54,000 related
to the new lease and agreed to contribute $50,000 towards the cost of a new
roof.


     As a result of the lease transactions, the Company recorded an $1,917,000
increase in recognition of the deferred gain on the sale-leaseback of the
Company's headquarters facility in other income during the third quarter of
2006. The increased recognition represents the excess of deferred gain on sale
and leaseback of property over the present value of the new lease base rent
obligation.


                                       17


<PAGE>

                               AMISTAR CORPORATION


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Forward Looking Statements
--------------------------

         This Quarterly Report contains forward-looking statements within the
meaning of the Private Securities Reform Act of 1995, including statements
regarding market opportunities, customer acceptance of products, gross margin,
marketing expenses, and liquidity. These forward-looking statements involve
risks and uncertainties, and the cautionary statements set forth below identify
important factors that could cause actual results to differ materially from
those in any such forward-looking statements. Such factors include, but are not
limited to, adverse changes in general economic conditions, including changes in
the specific markets for the Company's products, product availability, decreased
or lack of growth in the electronics industry, adverse changes in customer order
patterns, increased competition, lack of acceptance of new products, pricing
pressures, lack of success in technological advancements, risks associated with
foreign trade, fluctuations in the price of the Company's stock, ability to
continue as a going concern as described in the Liquidity section as well as
other factors.


                              RESULTS OF OPERATIONS

THIRD QUARTER 2006 COMPARED TO THIRD QUARTER 2005

Net Sales
---------

         Net sales for the third quarter of 2006 increased $1,617,000, or 297%,
to $2,162,000 compared to $545,000 for the same period in the prior year. The
increase in net sales was primarily due to an increase in Amistar Industrial
Automation ("AIA") distributed product line sales and to a lesser extent, due to
an increase in AIA custom factory automation machine and AIA DataPlace machine
sales. The Company is continuing to experience an increase in machine and Custom
Factory Automation equipment orders.

         Following is a discussion of AIA sales by product line:

         DataPlace machine sales increased $82,000, or 29%, to $362,000 from
$280,000 during the third quarter of 2006, compared to the third quarter of
2005, primarily due to the sale of five DataPlace machines during the third
quarter of 2006, compared to the sale of three machines during the same period
of 2005. Demand for the Company's DataPlace machines has been uneven with no
clear trend over the past several years.

         Through-hole assembly machines, spare parts and service sales increased
$27,000, or 18%, to $174,000 in the third quarter of 2006, from $147,000 in the
same period of 2005, primarily due to larger than normal shipments in the third
quarter compared to the trend of declining sales, due to a declining number of
through-hole machines in production in the industry that require spare parts.

         Distributed circuit board assembly machine, accessory and spare parts
sales increased $951,000, or 1145% to $1,034,000, in the third quarter of 2006
from $83,000 in the same quarter of 2005, due primarily to sales of six
circuit-board assembly machines in the three months ended Sept. 30, 2006
compared to only spare parts and accessories sold in the comparable quarter of
2005.

         Custom factory automation sales increased $472,000, or 1967%, to
$496,000 in the third quarter of 2006 from $24,000 in the comparable quarter of
2005, due primarily to shipments of machines and engineering services in the
quarter ended September 30, 2006, compared to sales of only machine ship
services in the same period of 2005.



                                       18


<PAGE>

                               AMISTAR CORPORATION
                        Results of Operations, Continued


         Distributed Delivery Networks sales increased $85,000 or 772% to
$96,000 during the third quarter of September 30, 2006, compared to $11,000 in
the same period of 2005. The increased sales in the third quarter of 2006, is
primarily due to sales of two initial Rx-APM-448 machines in the third quarter
of 2006, compared to rental and install services sales in the same period of
2005 The timing and extent of market acceptance for the Rx-APM-448 is uncertain,
as the market is in an early stage and the technology is new.

Gross Profit
------------

         Gross profit increased $461,000, or 1072%, to $504,000 during the third
quarter of 2006, compared to $43,000 in the same period in 2005. The increase
was due primarily to increased sales in the third quarter of 2006. The gross
margin percentage increased 15% to 23% during the third quarter of 2006,
compared to 8% in the same period in 2005, due primarily to the effect of
relatively flat unabsorbed manufacturing overhead costs, which represented a
lower % of cost of goods sold in the third quarter of 2006, compared to the same
period in 2005.

Selling Expenses
----------------

         Selling expenses increased $99,000, or 31%, to $414,000 in the third
quarter of 2006 from $315,000 in the comparable quarter of 2005, due primarily
to increased commissions on increased sales in the third quarter of 2006.

General and Administrative Expenses
-----------------------------------

         General and administrative expenses decreased $352,000, or 40%, to
$511,000 in the third quarter of 2006, from $863,000 in the third quarter of
2005, due primarily to $431,000 in litigation defense costs in the third quarter
of 2005, compared to none in the third quarter of 2006. In addition, occupancy
costs allocated to general and administrative expense increased in the third
quarter of 2006, compared to the same period of 2005.

Engineering, Research and Development Expenses
----------------------------------------------

         Engineering, research and development expenses decreased $42,000, or
16%, to $225,000 in the third quarter of 2006, compared to $267,000 for the same
period in 2005, due primarily to decreased development costs related to the
Rx-APM(TM)-448 machine for the retail and other pharmacy markets. During the
third quarter of 2006, development efforts were focused on ongoing enhancements
Rx-APM(TM)-448 machine and customer specific applications.

         The engineering staff has been used primarily in support of custom
factory engineering design activities and development of the Rx-APM(TM)-448
machine. During the third quarter of 2006, costs of $116,000 were incurred
related to the development of the Rx-APM(TM)-448 machine, compared to $148,000
during the same quarter of 2005.

Other Income
------------

         Other income increased $1,920,000 to $2,038,000 in the third quarter of
2006, from $118,000 in the same period of 2005, primarily due to an $1,917,000
increase in recognition of the deferred gain on the sale-leaseback of the
Company's headquarters facility in the third quarter of 2006, due to the
termination of the existing lease for the headquarters facility and the
consummation of a new lease for a reduced amount of space. The increased
recognition of the gain on the sale-leaseback of the Company's headquarters
facility represents the excess of deferred gain on sale and leaseback of
property over the present value of the base-rent obligation related to the new
lease.



                                       19


<PAGE>

                               AMISTAR CORPORATION
                        Results of Operations, Continued


Income Taxes
------------

         The $1,000 provision represents the Company's minimum tax liability to
various states for each of the third quarters of 2006 and 2005. A 100% valuation
allowance was recorded against deferred tax assets.

Discontinued operations
-----------------------

         The loss from discontinued operations increased $113,000 in the third
quarter of 2006 to $3,000 compared to income of $110,000, due primarily to gain
on sale of fixed assets in the third quarter of 2005, compared to none in 2006.

         AMS sales decreased $2,169,000, to $0 in the third quarter of 2006 from
$2,169,000 for the comparable quarter in 2005, primarily due to the
discontinuance of operations in 2005.

         Gross profit (loss) decreased $113,000 to ($3,000) in the third quarter
of 2006 from $110,000 in the comparable period of 2005, due primarily to the
discontinuance of operations.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE SAME PERIOD IN 2005

Net Sales
---------

         Net sales for the nine months ended September 30, 2006, increased
$1,305,000, or 47% to $4,069,000 from $2,764,000 in the same period in 2005. The
increase in net sales was primarily due to the increase in AIA Distributed
machine sales.

     Following is a discussion of AIA sales by product line:

         DataPlace machine sales decreased $150,000, or 19% from $806,000 during
the nine months ended September 30, 2005, to $656,000 for the nine months ended
September 30, 2006, primarily due to fewer machines sold in the nine months
ended September 30, 2006, compared to the same period of 2005. The Company sold
seven machines in the nine months ended September 30, 2006, compared to nine in
the same period of 2005. The decrease in machine sales in the nine months ended
September 30, 2006 was primarily due to the sale of a DataPlace laser machine
for $85,000 in the nine months ended September 30, 2005, compared to none in the
nine months ended September 30, 2006. Demand for the Company's DataPlace
machines has been uneven with no clear trend over the past several years.

         Through-hole assembly machines, spare parts and service sales decreased
$147,000, or 24%, to $474,000 in the nine months ended September 30, 2006 from
$621,000 in the same period of 2005, primarily due to a sale of the last
remaining through-hole assembly machine during the nine months ended September
30, 2005 and to a lesser extent due to the trend of the declining number of
through-hole machines in production in the market requiring spare parts.

         Distributed circuit board assembly machine, accessory and spare parts
sales increased $1,475,000, or 533%, in the nine months ended September 30,
2006, to $1,752,000 from $277,000 in the same period of 2005. The increase is
primarily due to sales of seven circuit-


                                       20


<PAGE>

                               AMISTAR CORPORATION
                        Results of Operations, Continued

board assembly machines in the nine months ended September 30, 2006, versus the
sale of only spare parts and accessories sold in the comparable period of 2005.

         Custom factory automation sales increased $30,000, or 3%, to $1,079,000
the nine months ended September 30, 2005 from $1,049,000 in the same period of
2005, primarily due to a recent trend of growth in custom factory automation
orders and sales.

         Distributed Delivery Networks, (the Company's majority-owned
subsidiary) sales increased $97,000 to $108,000 in the nine months ended
September 30, 2006, from $11,000 in the same period of 2005, due to the initial
sale of two Rx-APM-448 machines in the nine months ended September 30, 2006,
compared to only installation services and rental revenue during the comparable
period in 2005. The timing and extent of market acceptance for the Rx-APM-448 is
uncertain, as the market is in an early stage and the technology is new.

Gross Profit
------------

         Gross profit increased $148,000, or 23%, to $798,000 during the nine
months ended September 30, 2006, from $650,000 during the same period of 2005,
primarily due to increased sales. The gross margin percentage decreased 4% from
24% during the nine months ended September 30, 2005, to 20% during the nine
months ended September 30, 2006, due primarily to a decrease in DataPlace and
Through-Hole machine, parts and service sales, that historically generate higher
gross margins and to an increase in Distributed, Industrial Automation and
Distributed Delivery Networks sales that historically generate lower margins.

Selling Expenses
----------------

         Selling expenses increased $214,000, or 23%, to $1,133,000 in the nine
months ended September 30, 2006 from $919,000 in the comparable period of 2005,
due primarily to increased commission expense related to increased sales,
increased personnel costs resulting from the relocation of personnel from the
discontinued operation to the AIA division and to increased Distributed Delivery
Networks field demonstration personnel costs in the nine months ended September
30, 2006, compared to the comparable period in 2005. The increased field
demonstration personnel costs in Distributed Delivery Networks during the nine
months ended September 30, 2006, was due to support costs related to an
increased number of Rx-APM machines in the field on trial.

General and Administrative Expenses
-----------------------------------

         General and administrative expenses decreased $670,000, or 30%, from
$2,223,000 in the nine months ended September 30, 2005, to $1,553,000 in the
nine months ended September 30, 2006, due primarily to an $943,000 decrease in
litigation defense costs in the nine months ended September 30, 2006, and
partially offset by increased occupancy, audit and general legal costs compared
to the same period in 2005.

Engineering, Research and Development Expenses
----------------------------------------------

         Engineering, research and development expenses decreased $144,000, or
16%, from $883,000 in the nine months ended September 30, 2005, to $739,000 in
the nine months ended September 30, 2006, due primarily to decreased development
costs related to the Rx-APM(TM)-448 machine. During the nine months ended
September 30, 2006, development efforts were focused on completion of the
initial development phase and ongoing enhancements to the Rx-APM(TM)-448 machine
and on customer specific applications.



                                       21


<PAGE>

                               AMISTAR CORPORATION
                        Results of Operations, Continued


         The engineering staff has been used primarily in support of custom
factory engineering design activities and development of the Rx-APM(TM)-448
machine. During the nine months ended September 30, 2006, costs of $420,000 were
incurred related to the development of the Rx-APM(TM)-448 machine, compared to
$625,000 during the same period of 2005.


Other Income
------------

         Other income increased $1,923,000 to $2,276,000 in the nine months
ended September 30, 2006, from $353,000 in the same period of 2005, primarily
due to an $1,917,000 increase in recognition of the deferred gain on the
sale-leaseback of the Company's headquarters facility in the nine months ended
September 30, 2006, due to the termination of the existing lease for the
headquarters facility and the consummation of a new lease for a reduced amount
of space. The increased recognition of gain on the sale-leaseback of the
Company's headquarters facility represents the excess of deferred gain on sale
and leaseback of property over the present value of the new lease base rent
obligation.

Income Taxes
------------

         The $3,000 and $4,000 provision represents the Company's minimum tax
liability to various states for the nine-month periods ended September 30, 2006,
and 2005, respectively. A 100% valuation allowance was recorded against deferred
tax assets.

Discontinued operations
-----------------------

         The income from discontinued operations increased $68,000 in the nine
months ended September 30, 2006, to $8,000 compared to a loss of $59,000 in the
same period of 2005, due primarily to increased gross profit and from gain on
sale of equipment.

         AMS sales decreased $6,968,000, from $7,206,000 in the nine months
ended September 30, 2005, to $238,000 in the nine months ended September 30,
2006, primarily due to the discontinuance of operations in 2005.

         Gross profit increased $67,000 to $8,000 in the nine months ended
September 30, 2006, from a loss of $59,000 in the comparable period of 2005, due
primarily to the discontinuance of operations, the resulting elimination of
factory overhead costs, and higher margin commission income in the nine months
ended September 30, 2006. During the nine months ended September 30, 2006, sales
consisted of products shipped out of finished goods inventory and commission
income earned from the successor contract manufacturer.

         The cash flows provided from discontinued operations of $585,000 was
primarily due to a reduction of inventory and accounts receivable, proceeds from
the sale of equipment and partially offset by a reduction in accounts payable.


                                       22


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

                         LIQUIDITY AND MANAGEMENT'S PLAN

         The Company's cash used in operating activities increased $13,000 from
$1,782,000 in the nine months ended September 30, 2005 to $1,795,000 in the nine
months ended September 30, 2006, primarily due to an increase in accounts
receivable, decrease in accounts payable, customer deposits, accrued and other
liabilities, and partially offset by the decreased loss, a decrease in inventory
and a decease in prepaid and other assets in the nine months ended September 30,
2006, compared to the same period in 2005. Working capital decreased $1,570,000
to $811,000 in the nine months ended September 30, 2006, compared to $2,381,000
in the comparable period of 2005, primarily due to the operating loss from
continuing operations in the nine months ended September 30, 2006.

         Cash provided from operations of discontinued operations decreased
$759,000 to $585,000 in the nine months ended September 30, 2006, compared to
$1,344,000 in the comparable period of 2005, primarily due to collection of
accounts receivable, reduction of inventory and sale of fixed assets of the
discontinued operation during the nine months ended September 30, 2006, compared
to when the division was still operating in the same period of 2005.

         The Company incurred litigation expenses, included in General and
Administrative expense of $83,000 during the nine months ended September 30,
2006, related to the case that was settled with Asteres. The Company used cash
of approximately $260,000 and issued 62,500 unregistered shares of common stock
to its law firm to satisfy its accounts payable obligation for legal fees during
the nine months ended September 30, 2006.

         Inter-company loans totaling $347,000 and $2,174,000, were made to
Distributed Delivery Networks, its majority-owned subsidiary to fund its
operations during the nine months and inception to date periods ended September
30, 2006, respectively

         On March 30, 2006, the Company and Mr. Marshall, along with certain
members of management, entered into a $1,500,000 revolving credit line facility,
secured by accounts receivable, having a term of two years, with interest on
advances accruing at prime plus two percentage points, to provide working
capital for the Company. The credit line facility has no financial covenants. As
of the filing date of this report, no advances have been made on the credit
line.

         On March 30, 2006, the Company and Mr. Marshall and its law firm
entered into separate Stock Purchase and Registration Rights Agreements by which
the Company issued 62,500 unregistered shares of common stock in April 2006 in
return for $250,000 or $4.00 per share. The proceeds from the sale of shares to
Mr. Marshall were used for working capital. The shares issued to the Company's
law firm were to satisfy $250,000 of the payable owed for legal fees. The
Registration Rights Agreements requires the Company, using its best efforts, to
file a Registration Statement to effect a shelf registration.

         The Company reduced its facility costs by terminating its lease for the
approximate 80,000 square foot building it occupies and entered into a new lease
for a reduced amount of space totaling approximately 31,000 square feet, with a
term of five years at a base rental rate of $32,100 on September 21, 2006. The
Company estimates that the new lease will reduce its occupancy costs by
approximately $32k per month, beginning in the fourth quarter of 2006.


                                       23


<PAGE>

                               AMISTAR CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

         Based on the Company's cash position, and assuming currently planned
expenditures and level of operations, management believes the Company will not
have sufficient capital resources for the twelve months ending September 30,
2007, and has an approximately six-month supply of cash and available borrowings
on its line of credit. To remain viable beyond the six month period ending March
31, 2007, the Company must return to profitability, which will be largely
dependent on its success in generating sales of its Rx-APM-448, and/or raise
debt or equity capital.

         The Company is considering its equity capital needs and options and has
had ongoing discussions with potential investors. Management believes it will be
required to obtain sufficient purchase orders for its Rx-APM(TM)-448
demonstrating that 1) the product has moved beyond the trial stage of
development and 2) that market demand exists for the product, in order to be
successful in its efforts to raise equity capital on favorable terms. There can
be no assurances that the Company will be successful in achieving these
objectives or the extent to which the Company will be able to achieve a
profitable level of operations or sufficient liquidity to sustain operations. If
the Company is not successful in executing the aforementioned plan, there will
be substantial doubt about its ability to continue as a going concern.

ITEM 3. CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, an evaluation was
performed, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to the Securities Exchange Act of 1934, as amended. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective.


                                       24


<PAGE>

PART II. OTHER INFORMATION

ITEM 1-3. Non-Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


ITEM 5. OTHER INFORMATION


ITEM 6. EXHIBITS

         (a) Exhibits:

                  10.15    Loan and Security Agreement dated March 30, 2006.
                           Incorporated by reference of the Company's Form 8-K
                           filed April 3, 2006.
                  10.16    Registration rights agreements dated March 30, 2006.
                           Filed with this report.
                  10.17    Lease dated September 21, 2006 with Veritek
                           Manufacturing LLC.
                  31.1     Certifications of the Company's President and Chief
                           Financial Officer, pursuant to Section 302 of the
                           Sarbanes-Oxley Act
                  32.1     Certifications of the Company's President and Chief
                           Financial Officer pursuant to Section 906 of the
                           Sarbanes-Oxley Act

         (b) Reports on Form 8-K
               Form 8-k filed on February 1, 2006, reporting under items 8 Form
               8-K filed on April 3, 2006, reporting under items 2 and 9. Form
               8-K filed on April 4, 2006, reporting under items 7 and 12. Form
               8-K filed on May 24, 2006, reporting under items 2 and 9. Form
               8-K filed on September 21, 2006, reporting under items 1, 2 and 9


                                       25


<PAGE>

Amistar Corporation

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: November 16, 2006

                                    AMISTAR CORPORATION


                                    By /s/ Gregory D. Leiser
                                    -------------------------------------------
                                    Gregory D. Leiser
                                    Vice President Finance and Chief Financial
                                    Officer (Principal Financial and Accounting
                                    Officer)


                                       26




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>amistar_10qex10-17.txt
<DESCRIPTION>VERITEK LEASE
<TEXT>
<PAGE>

EXHIBIT 10.17

                       AGREEMENT FOR TERMINATION OF LEASE
                           AND EXECUTION OF NEW LEASE

         This Agreement for Termination of Lease and Execution of New Lease is
entered into by and between Veritek Manufacturing Services, LLC, a Delaware
limited liability company ("Veritek") and Amistar Corporation, a California
corporation ("Amistar") with reference to the following facts:

         A. RCI Corona Corporate, LLC ("RCI") and Veritek are parties to a
         certain Purchase and Sale Agreement dated ("Purchase Agreement") for
         the purchase of certain land and an approximate 80,257 square foot
         building located at 237 Via Vera Cruz, San Marcos, as more particularly
         described on Exhibit A attached hereto ("Property").

         B. Amistar, as Lessee, and RCI, as Lessor, are parties to a certain AIR
         Commercial Real Estate Association Standard Industrial/Commercial
         Single Tenant Lease - Net dated September 15, 2004, as amended by that
         First Amendment to Lease dated January 7, 2005, for all of the Property
         (collectively, "Existing Lease").

         C. An escrow for Veritek's purchase and sale of the Property has been
         established at First American Title Insurance Company, 3625 14th
         Street, Riverside, California, Escrow No. 246335400 ("Escrow").

         D. Veritek and Amistar have negotiated the terms of a new lease ("New
         Lease") for less than all of the square footage in the existing
         building on the Property as such are described in the New Lease
         ("Premises") which the parties intend to be effective upon the Close of
         Escrow for Veritek's purchase of the Property from RCI.

         Now, Therefore, the parties hereby agree as follows:

1. Concurrently with execution of this Agreement, Veritek and Amistar shall
execute that certain Standard Industrial Commercial Multi Tenant Lease - Net
dated September 20, 2006 for a portion of the Property in the form of Exhibit B
attached hereto ("New Lease"). The parties agree that the New Lease shall become
effective, if, and only if, Escrow for Veritek's purchase of the Property from
RCI closes, which date of close of Escrow shall be deemed to be the date fee
title to the Property is transferred to Veritek. If Escrow for Veritek's
purchase of the Property from RCI fails to close and Veritek fails to acquire
the Property on or before October 1, 2006, the New Lease shall be void and of no
further force and effect.

2. Veritek and Amistar agree that effective upon the close of Escrow for
Veritek's purchase of the Property from RCI, RCI shall assign its rights in the
Existing Lease to Veritek and thereafter the Existing Lease shall immediately be
terminated and of no future force and effect, and any and all rent obligations
of Amistar under the Existing Lease shall cease as of the close of Escrow.
Except as provided in Paragraph 3 below, in the event obligations, claims or
liabilities arose under the Existing Lease prior to the date of the close of
Escrow, Amistar shall remain liable to Veritek under the terms of the Existing
Lease for such prior obligations irrespective of the fact that the Existing
Lease has been terminated and has no future force and effect from an after the
date of Close of Escrow. In the event Escrow does not close and Veritek does not
acquire fee ownership title to the Property then the Existing Lease shall remain
in full force and effect.

3. (a) Amistar acknowledges it shall vacate all of the Property except the
Premises, (the "Vacated Space") on or before September 20, 2006 and leave the
Property in broom clean good repair and operating condition, including without
limitation the equipment and HVAC, and except for ordinary wear and tear as to
items other than equipment and HVAC, except that as to the roof, Amistar's sole
responsibility shall be to allow RCI to retain $50,000 of its Security Deposit
under the Existing Lease as provided below in Paragraph 4. Notwithstanding the
above, Amistar shall have no liability to Veritek in excess of $50,000 with
regard to its repair and maintenance of the Vacated Space under this Paragraph 3
and the Existing Lease as of the Close of Escrow, except that said limitation
shall not apply to its obligations with regard to (i) Hazardous Substances; (ii)
the repair of all equipment serving the Vacated Space, including without
limitation, HVAC, cooling towers, and compressed air equipment; (iii) the roof,
which is being handled separately as provided in Paragraph 4 below; and (iv)
Amistar's obligations set forth in Paragraph (b) below. As to any claim by
Veritek against Amistar for failing to satisfy such obligations not subject to





<PAGE>

subitems and (iv) above, Veritek shall be required to give written notice to
Amistar of such claim within six (6) months after the Commencement Date of the
New Lease or be barred from bringing an action against Amistar with regard to
such a claim. Amistar acknowledges that it is accepting the Premises in its "as
is" condition with regard to all physical components of the Premises, including
without limitation, electrical, plumbing, fire, sprinkler, lighting, heating,
ventilation and air conditioning, loading doors, sump pumps and any other
elements of the Premises, including whether or not the Premises are in
conformance with Applicable Requirements including the Americans with
Disabilities Act, or any similar laws.

(b) Except for the Premises, Amistar shall remove all of its Trade Fixtures (as
defined in the Existing Lease), Utility Installations (as defined in the
Existing Lease) and personal property. Amistar shall reasonably repair any
damage occasioned by the installation, maintenance or removal of Trade Fixtures,
Amistar owned Alterations and/or Utility Installations, furnishings, and
equipment as well as the removal of any storage tank installed by or for
Amistar. Amistar shall also reasonably remove any and all Hazardous Substances
(as defined in the Existing Lease) brought onto the Property (other than the
Premises) by or for Amistar.

4. If the Close of Escrow occurs, pursuant to the Purchase Agreement, RCI is to
transfer to Veritek the security deposit totaling $367,336 plus any interest due
Amistar under the terms of the Existing Lease held by RCI. Veritek shall retain
a total $252,700 to be used as a security deposit and for the first month of the
Base Rent and CAM charges due under Section 1.7 of the New Lease. Within two
days after the Close of Escrow, Veritek shall transfer the remaining balance of
$114,636 of the previous security deposit held by RCI plus any interest due
Amistar under the terms of the Existing Lease to Amistar. Amistar acknowledges
that RCI has the right to withhold $50,000 of the previous security deposit held
by RCI for roof repairs which were the obligation of Amistar under the Existing
Lease.

5. In the event of any conflict among the Existing Lease, the New Lease and this
Agreement shall control.


Veritek Manufacturing Services, LLC          Amistar Corporation
By: /s/ signature                            /s/ signature
Its: President                               Its: President





<PAGE>



EXHIBIT "A"


Real property in the City of San Marcos, County of San Diego, State of
California, described as follows:

Parcel 1 of Parcel Map No. 14643, in the City of San Marcos, County of San
Diego, State of California, filed in the Office of the Recorder of San Diego
County, January 22, 1987 as instrument no. 87-034618 of Official Records.





<PAGE>


EXHIBIT "B"

             STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET
                     AIR COMMERCIAL REAL ESTATE ASSOCIATION

1. BASIC PROVISIONS ("Basic Provisions").

     1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only
September 20, 2006 is made by and between Veritek Real Estate Holdings, LLC
("Lessor") and Amistar Corporation, a California corporation ("Lessee"),
(collectively the "Parties", or individually a "Party").

     1.2(a) PREMISES: That certain portion of the Project (as defined below),
including all improvements therein or to be provided by Lessor under the terms
of this Lease, commonly known by the street address of 237 Via Vera Cruz located
in the City of San Marcos, County of San Diego, State of California, with zip
code 92078,as outlined on Exhibit A attached hereto ("Premises") and generally
described as (describe briefly the nature of the Premises): see paragraph 50 of
Addendum.

In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to the any utility raceways of
the building containing the Premises ("Building") and to the common Areas (as
defined in Paragraph 2.7 below), but shall not have any rights to the roof or
exterior walls of the Building or to any other buildings in the Project. The
Premises, the Building, the Common Areas, the land upon which they are located,
along with all other buildings and improvements thereon, are herein collectively
referred to as the "Project." (See also Paragraph 2)

     1.2(b) PARKING: 60 unreserved vehicle parking spaces. (See also Paragraph
2.6)

     1.3 TERM: approximately 60 months ("Original Term") commencing on the date
Lessor acquires the fee title to the Premises ("Commencement Date") and ending
the last day of the month sixty months after the first day of the first month
occuring after the Commencement Date ('"Expiration Date"). (See also Paragraph
3)

     1.4 EARLY POSSESSION: N/A ("Early Possession Date"). (See also Paragraphs
3.2 and 3.3)

     1.5 BASE RENT: $ see paragraph 51 of Addendum per month ("Base Rent"),
payable on the ______ day of each month commencing ______________________. (See
also Paragraph 4)

[X] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

     1.6 LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES:38.52% and then 37.42%
after subtenant vacates (see Paragraph 54) ("Lessee's Share"). Lessee's Share
has been calculated by dividing the approximate square footage of the Premises
by the approximate square footage of the Project. In the event that the size of
the Premises and/or the Project are modified during the term of this Lease,
Lessor shall recalculate Lessee's Share to reflect such modification.

     1.7 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

          (a) Base Rent: $32,100.00 for the period of the first month of the
Original Term.

          (b) Common Area Operating Expenses: $4,000.00 for the period of the
first month of the Original Term.

          (c) Security Deposit: $216,600.00 ("Security Deposit"). (See also
Paragraph 5)

          (d) Other: $_______________ for _____________________________________.

          (e) Total Due Upon Execution of this Lease: $252,700.00

     1.8 AGREED USE: Corporate headquarters, manufacturing, assembly, facility,
and all legal related uses (See also Paragraph 6)

     1.9 INSURING PARTY. Lessor is the "Insuring Party". (See also Paragraph 8)




<PAGE>

     1.10 REAL ESTATE BROKERS: (See also Paragraph 15)

          (a) REPRESENTATION: The following real estate brokers (the "Brokers")
and brokerage relationships exist in this transaction (check applicable boxes):

[_] N/A represents Lessor exclusively ("Lessor's Broker");

[_] N/A represents Lessee exclusively ("Lessee's Broker"); or

[_] N/A represents both Lessor and Lessee ("Dual Agency").

          (b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement (or if there is no such agreement, the sum of N/Aor
_% of the total Base Rent for the brokerage services rendered by the Brokers).

     1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be
guaranteed by N/A ("Guarantor"). (See also Paragraph 37)

     1.12 ATTACHMENTS. Attached hereto are the following, all of which
constitute a part of this Lease:

[_] an Addendum consisting of Paragraphs 50 through 57.
[X] a site plan depicting the Premises; Exhibit A [_] a site plan depicting the
    Project,
[_] a current set of the Rules and Regulations for the Project;
[_] a current set of the Rules and Regulations adopted by the owners'
    association;
[_] a Work Letter;
[_] a other (specify),

2. PREMISES.

     2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of size set forth in this Lease, or that may have been
used in calculating Rent, is an approximation which the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not the actual size is more or less. NOTE: Lessee is advised to verify the
actual size prior to executing this Lease.

     2.2 Crossed out

     2.3 COMPLIANCE. Subject to changes to the applicable requirements as
provided below, correction of any items (excluding major structural items) not
in compliance with all applicable laws, covenants of record, ________ and
ordinances ("Applicable Requirements") shall be the obligation of Lessee at
Lessee's sole cost and expense. Lessor and not Lessee shall cure violations of
legal requirements relating to the condition of the major structural elements of
the Premises as long as the violations are not caused by Lessee's or its agent's
willful misconduct or negligence specific and unique use or of the Premises or
misuse of the Premises. If the Applicable Requirements are hereafter changed so
as to require during the term of this Lease the construction of an addition to
or an alteration of the Unit, Premises and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the
Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall
allocate the cost of such work as follows:

          (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however that if such Capital
Expenditure is required during the last 2 years of this Lease and the cost
thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease
unless Lessor notifies Lessee, in writing, within 10 days after receipt of
Lessee's termination notice that Lessor has elected to pay the difference
between the actual cost thereof and the amount equal to 6 months' Base Rent. If
Lessee elects termination. Lessee shall immediately cease the use of the
Premises which requires such Capital Expenditure and deliver to Lessor written
notice specifying a termination date at least 90 days thereafter. Such
termination date shall, however, in no event be earlier than the last day that
Lessee could legally utilize the Premises without commencing such Capital
Expenditure.




<PAGE>

          (b) If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligation to pay for
the portion of such costs reasonably attributable to the Premises pursuant to
the formula set out in Paragraph 7.1(d): provided, however, that if such Capital
Expenditure is required during the last 2 years of this Lease or if Lessor
reasonably determines that it is not economically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior
written notice to Lessee unless Lessee notifies Lessor, in writing, within 10
days after receipt of Lessor's termination notice that Lessee will pay for such
Capital Expenditure. If Lessor does not elect to terminate, and fails to tender
its share of any such Capital Expenditure, Lessee may advance such funds and
deduct same, with Interest, from Rent until Lessor's share of such costs have
been fully paid. If Lessee is unable to finance Lessor's share, or if the
balance of the Rent due and payable for the remainder of this Lease is not
sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the
right to terminate this Lease upon 30 days written notice to Lessor.

          (c) Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, change in intensity
of use, or modification to the Premises then, and in that event, Lessee shall
either: (i) immediately cease such changed use or intensity of use and/or take
such other steps as may be necessary to eliminate the requirement for such
Capital Expenditure, or (ii) complete such Capital Expenditure at its own
expense. Lessee shall not have any right to terminate this Lease.

     2.4 ACKNOWLEDGEMENTS. Lessee acknowledges that (a) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects. and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's intended use, (b) Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its occupancy of the Premises, and (c) neither Lessor,
Lessor's agents, nor Brokers have made any oral or written representations or
warranties with respect to said matters other than as set forth in this Lease.

     2.5 crossed out

     2.6 VEHICLE PARKING. Lessee shall be entitled to use the number of parking
spaces specified in Paragraph 1.2(b) on those portions of the Common Areas
designated from time to time by Lessor for parking. Lessee shall not use more
parking spaces than said number. Said parking spaces shall be used for parking
by vehicles no larger than full-size passenger automobiles, vans or pick-up
trucks, herein called "Permitted Size Vehicles." Lessor may regulate the loading
and unloading of vehicles by adopting Rules and Regulations as provided in
Paragraph 2.9: provided that no less than 20 spaces shall be in the parking lot
closest to the main entrance of the building pick up and delivery shall be by
the roll up door by Lessee's Premises and Lessee's employees, permitees and
invitees shall have access to the handicapped spaces. No vehicles other than
Permitted Size Vehicles may be parked in the Common Area without the prior
written permission of Lessor. In addition:

          (a) Lessee shall not permit or allow any vehicles that belong to or
are controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other than
those designated by Lessor for such activities.

          (b) Lessee shall not service or store any vehicles in the Common
Areas.

          (c) If Lessee permits or allows any of the prohibited activities
described in this Paragraph 2.6, then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to
remove or tow away the vehicle involved and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

     2.7 COMMON AREAS - Definition. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Project and interior utility raceways and installations within the Unit
that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other tenants of the Project and their
respective employees, suppliers, shippers, customers, contractors and invitees,
including parking areas, loading and unloading areas, trash areas, roadways,
walkways, driveways and landscaped areas.




<PAGE>

     2.8 COMMON AREAS - Lessee's Rights. Lessor grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Project. Under no circumstances shall the
right herein granted to use the Common Areas be deemed to include the right to
store any property, temporarily or permanently, in the Common Areas. Any such
storage shall be permitted only by the prior written consent of Lessor or
Lessor's designated agent, which consent may be revoked at any time. In the
event that any unauthorized storage shall occur then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.

     2.9 COMMON AREAS - Rules and Regulations. Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the right, from time to time, to establish, modify, amend
and enforce reasonable rules and regulations ("Rules and Regulations") for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of the Building and the Project and
their invitees. Lessee shall not be required to observe rules and regulations
except for rules and regulations that are reasonable and uniformly enforced.
Lessee shall not be required to observe a rule or regulation until thirty (30)
days after Lessor gives Lessee notice that the rule or regulation has been
promulgated. Lessee may notify Lessor that Lessee contends that the proposed
rule or regulation is unreasonable. Unless Lessee notifies Lessor of the
contention within the thirty day period, the proposed rule or regulation shall
conclusively be deemed reasonable. If Lessee advises Lessor within the thirty
day period that it contends that the proposed rule or regulation is
unreasonable, the question whether the rule or regulation is reasonable shall be
resolved by arbitration. Lessee agrees to abide by and conform to all such Rules
and Regulations, and shall use its best efforts to cause its employees,
suppliers, shippers, customers, contractors and invitees to so abide and
conform. Lessor shall not be responsible to Lessee for the non-compliance with
said Rules and Regulations by other tenants of the Project.

     2.10 COMMON AREAS - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

          (a) To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

          (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

          (c) To designate other land outside the boundaries of the Project to
be a part of the Common Areas;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Project, or any portion thereof; and

          (f) To do and perform such other acts and make such other changes in,
to or with respect to the Common Areas and Project as Lessor may, in the
exercise of sound business judgment, deem to be appropriate.

3. TERM.

     3.1 TERM. The Commencement Date, Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

     3.2 crossed out

     3.3 crossed out




<PAGE>

     3.4 LESSEE COMPLIANCE. Lessor shall not be required to tender possession of
the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Start Date, including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt of such evidence of insurance.
Further, if Lessee is required to perform any other conditions prior to or
concurrent with the Start Date, the Start Date shall occur but Lessor may elect
to withhold possession until such conditions are satisfied.

4. RENT.

     4.1 RENT DEFINED. All monetary obligations of Lessee to Lessor under the
terms of this Lease (except for the Security Deposit) are deemed to be rent
("Rent").

     4.2 COMMON AREA OPERATING EXPENSES. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined,
during each calendar year of the term of this Lease, in accordance with the
following provisions:

          (a) "Common Area Operating Expenses" are defined, for purposes of this
Lease, as all costs incurred by Lessor relating to the ownership and operation
of the Project, including, but not limited to, the following:

               (i) The operation, repair and maintenance, in neat, clean, good
order and condition , and if necessary the replacement, of the following:

                    (aa) The Common Areas and Common Area improvements,
including parking areas, loading and unloading areas, trash areas, roadways,
parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems,
Common Area lighting facilities, fences and gates. elevators, roofs, and roof
drainage systems.

                    (bb) Exterior signs and any tenant directories.

                    (cc) Any fire sprinkler systems and compressed air systems.

               (ii) The cost of water, gas, electricity and telephone to service
the Common Areas and any utilities not separately metered. See Paragraph 53 of
Addendum.

               (iii) Trash disposal, pest control services, property management,
security services, owners' association dues and fees, the cost to repaint the
exterior of any structures and the cost of any environmental inspections.

               (iv) Reserves set aside for maintenance, repair and/or
replacement of Common Area improvements and equipment.

               (v) Real Property Taxes (as defined in Paragraph 10).

               (vi) The cost of the premiums for the insurance maintained by
Lessor pursuant to Paragraph 8.

               (vii) Any deductible portion of an insured loss concerning the
Building or the Common Areas.

               (viii) Auditors', accountants' and attorneys' fees and costs
related to the operation, maintenance, repair and replacement of the Project.

               (ix) The cost of any capital improvement to the Building or the
Project not covered under the provisions of Paragraph 2.3 provided: however.
that Lessor shall allocate the cost of any such capital improvement over a 12
year period and Lessee shall not be required to pay more than Lessee's Share of
1/144th of the cost of such capital improvement in any given month.

               (x) Any other services to be provided by Lessor that are stated
elsewhere in this Lease to be a Common Area Operating Expense.

          (b) Any Common Area Operating Expenses and Real Property Taxes that
are specifically attributable to the Unit, the Building or to any other building
in the Project or to the operation, repair and maintenance thereof, shall be
allocated entirely to such Unit, Building. or other building. However, any
Common Area Operating Expenses and Real Property Taxes that are not specifically
attributable to the Building or to any other building or to the operation.
repair and maintenance thereof, shall be equitably allocated by Lessor to all
buildings in the Project.




<PAGE>

          (c) The inclusion of the improvements, facilities and services set
forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon
Lessor to either have said improvements or facilities or to provide those
services unless the Project already has the same. Lessor already provides the
services, or Lessor has agreed elsewhere in this Lease to provide the same or
some of them.

          (d) Lessee's Share of Common Area Operating Expenses is payable
monthly on the same day as the Base Rent is due hereunder. The amount of such
payments shall be based on Lessor's estimate of the annual Common Area Operating
Expenses. Within 60 days after written request (but not more than once each
year) Lessor shall deliver to Lessee a reasonably detailed statement showing
Lessee's Share of the actual Common Area Operating Expenses incurred during the
preceding year. If Lessee's payments during such year exceed Lessee's Share,
Lessor shall credit the amount of such over-payment against Lessee's future
payments. If Lessee's payments during such year were less than Lessee's Share,
Lessee shall pay to Lessor the amount of the deficiency within 10 days after
delivery by Lessor to Lessee of the statement.

          (e)Common Area Operating Expenses shall not include any expenses paid
by any tenant directly to third parties, or as to which Lessor is otherwise
reimbursed by any third party, other tenant, or insurance proceeds.

     4.3 PAYMENT. Lessee shall cause payment of Rent to be received by Lessor in
lawful money of the United States, without offset or deduction (except as
specifically permitted in this Lease), on or before the day on which it is due.
All monetary amounts shall be rounded to the nearest whole dollar. In the event
that any invoice prepared by Lessor is inaccurate such inaccuracy shall not
constitute a waiver and Lessee shall be obligated to pay the amount set forth in
this Lease. Rent for any period during the term hereof which is for less than
one full calendar month shall be prorated based upon the actual number of days
of said month. Payment of Rent shall be made to Lessor at its address stated
herein or to such other persons or place as Lessor may from time to time
designate in writing. Acceptance of a payment which is less than the amount then
due shall not be a waiver of Lessor's rights to the balance of such Rent,
regardless of Lessor's endorsement of any check so stating. In the event that
any check, draft, or other instrument of payment given by Lessee to Lessor is
dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in
addition to any Late Charge and Lessor, at its option, may require all future
Rent be paid by cashier's check. Payments will be applied first to accrued late
charges and attorney's fees, second to accrued interest, then to Base Rent and
Common Area Operating Expenses, and any remaining amount to any other
outstanding charges or costs.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this Lease, Lessor may use, apply or retain all or any portion of said
Security Deposit for the payment of any amount due Lessor or to reimburse or
compensate Lessor for any liability, expense, loss or damage which Lessor may
suffer or incur by reason thereof. If Lessor uses or applies all or any portion
of the Security Deposit, Lessee shall within 10 days after written request
therefor deposit monies with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease. Should the Agreed Use be amended to
accommodate a material change in the business of Lessee or to accommodate a
sublessee or[GRAPHIC OMITTED][GRAPHIC OMITTED][GRAPHIC OMITTED][GRAPHIC OMITTED]
assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lessor's reasonable judgment, to account for any increased
wear and tear that the Premises may suffer as a result thereof. Lessor shall not
be required to keep the Security Deposit separate from its general accounts.
Within 14 days after the expiration or termination of this Lease, if Lessor
elects to apply the Security Deposit only to unpaid Rent, and otherwise within
30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below,
Lessor shall return that portion of the Security Deposit together with interest
calculated at 4% per annum on any unused portion not used or applied by Lessor.
No part of the Security Deposit shall be considered to be held in trust, to bear
interest or to be prepayment for any monies to be paid by Lessee under this
Lease.




<PAGE>

6. USE.

     6.1 USE. Lessee shall use and occupy the Premises only for the Agreed Use,
or any other legal use which is reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner that
is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of
or causes damage to neighboring premises or properties. Other than guide, signal
and seeing eye dogs. Lessee shall not keep or allow in the Premises any pets,
animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or
delay its consent to any written request for a modification of the Agreed Use,
so long as the same will not impair the structural integrity of the Building or
the mechanical or electrical systems therein, and/or is not significantly more
burdensome to the Project. If Lessor elects to withhold consent, Lessor shall
within 7 days after such request give written notification of same, which notice
shall include an explanation of Lessor's objections to the change in the Agreed
Use.

     6.2 HAZARDOUS SUBSTANCES.

          (a) REPORTABLE USES REQUIRE CONSENT. The term "Hazardous Substance" as
used in this Lease shall mean any product, substance, or waste whose presence,
use, manufacture, disposal, transportation, or release, either by itself or in
combination with other materials expected to be on the Premises, is either: (i)
potentially injurious to the public health, safety or welfare, the environment
or the Premises, (ii) regulated or monitored by any governmental authority, or
(iii) a basis for potential liability of Lessor to any governmental agency or
third party under any applicable statute or common law theory. Hazardous
Substances shall include. but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions thereof.
Lessee shall not engage in any activity in or on the Premises which constitutes
a Reportable Use of Hazardous Substances without the express prior written
consent of Lessor and timely compliance (at Lessee's expense) with all
Applicable Requirements. "Reportable Use" shall mean (i) the installation or use
of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to
which any Applicable Requirements requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding
the foregoing, Lessee may use any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use, ordinary office
supplies (copier toner, liquid paper, glue, etc.) and common household cleaning
materials, so long as such use is in compliance with all Applicable
Requirements. is not a Reportable Use, and does not expose the Premises or
neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor. In addition, Lessor may condition its consent
to any Reportable Use upon receiving such additional assurances as Lessor
reasonably deems necessary to protect itself, the public, the Premises and/or
the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease
expiration or termination) of protective modifications (such as concrete
encasements) and/or increasing the Security Deposit. Notwithstanding anything to
the contrary, Lessor hereby consents to the storage and use of such Reportable
use of hazardous Substances as are currently used in Lessee's operations,
including but not limited to lead based solder dress, machine coolant and oil,
isopropyl alcohol, and lead solder debris; provided that such Hazardous
Substances are maintained, used and disposed of in compliance with Applicable
Requirements, including but not limited to maintaining any necessary Material
Data Sheets, obtaining necessary permits, and making all required regulatory
filings.

          (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause to
believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report, notice, claim or other documentation which it has
concerning the presence of such Hazardous Substance.




<PAGE>

          (c) LESSEE REMEDIATION. Lessee shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, comply with all Applicable Requirements and take all
investigatory and/or remedial action reasonably recommended, whether or not
formally ordered or required, for the cleanup of any contamination of, and for
the maintenance, security and/or monitoring of the Premises or neighboring
properties, that was caused or materially contributed to by Lessee, or
pertaining to or involving any Hazardous Substance brought onto the Premises
during the term of this Lease, by or for Lessee, or any third party, except for
the negligence or willful misconduct of Lessor, its employees or agents.

                   (d) LESSEE INDEMNIFICATION. Lessee shall indemnify, defend
  and hold Lessor, its agents, employees, lenders and ground lessor, if any,
  harmless from and against any and all loss of rents and/or damages,
  liabilities, judgments, claims, expenses, penalties, and attorneys' and
  consultants' fees arising out of or involving any Hazardous Substance brought
  onto the Premises by or for Lessee, or any third party (provided, however,
  that Lessee shall have no liability under this Lease with respect to
  underground migration of any Hazardous Substance under the Premises from areas
  outside of the Project not caused or contributed to by Lessee). Lessee's
  obligations shall include, but not be limited to. the effects of any
  contamination or injury to person, property or the environment created or
  suffered by Lessee, and the cost of investigation, removal, remediation.
  restoration and/or abatement, and shall survive the expiration or termination
  of this Lease. No termination, cancellation or release agreement entered into
  by Lessor and Lessee shall release Lessee from its obligations under this
  Lease with respect to Hazardous Substances, unless specifically so agreed by
  Lessor in writing at the time of such agreement. Lessor shall indemnify,
  protect, defend and hold Lessee, its agents, employees and lenders harmless
  from and against any and all damages, liabilities, judgments, costs, claims,
  liens, expenses, penalties, loss of permits and attorneys' and consultants'
  fees arising out of or involving any Hazardous Substances at the Building
  other than those brought onto the Premises by or for Lessee or by anyone under
  Lessee's control.

          (e) crossed out

          (f) crossed out

          (g) LESSOR TERMINATION OPTION. If a Hazardous Substance Condition (see
Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee Js legally
responsible therefor (in which case Lessee shall make the investigation and
remediation thereof required by the Applicable Requirements and this Lease shall
continue in full force and effect, but subject to Lessor's rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate and remediate such Hazardous Substance Condition, if required, as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) if the estimated cost to remediate
such condition exceeds 12 times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee, within 30 days after
receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition, of Lessor's desire to terminate this Lease as of the date 60 days
following the date of such notice. In the event Lessor elects to give a
termination notice, Lessee may, within 10 days thereafter, give written notice
to Lessor of Lessee's commitment to pay the amount by which the cost of the
remediation of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory assurance thereof within 30 days
following such commitment. In such event, this Lease shall continue in full
force and effect, and Lessor shall proceed to make such remediation as soon as
reasonably possible after the required funds are available. If Lessee does not
give such notice and provide the required funds or assurance thereof within the
time provided, this Lease shall terminate as of the date specified in Lessor's
notice of termination.

     6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as otherwise
provided in this Lease. Lessee shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to such Requirements, without regard to whether said
Requirements are now in effect or become effective after the Start Date. Lessee
shall, within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information evidencing




<PAGE>

Lessee's compliance with any Applicable Requirements specified by Lessor, and
shall immediately upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements. Likewise, Lessee shall
immediately give written notice to Lessor of: (i) any water damage to the
Premises and any suspected seepage, pooling, dampness or other condition
conducive to the production of mold; or (ii) any mustiness or other odors that
might indicate the presence of mold in the Premises.

     6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's "Lender" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time, in the case of an emergency, and otherwise at reasonable times after
reasonable notice, for the purpose of inspecting the condition of the Premises
and for verifying compliance by Lessee with this Lease. The cost of any such
inspections shall be paid by Lessor, unless a violation of Applicable
Requirements, or a Hazardous Substance condition (see Paragraph 9.1) is found to
exist or be imminent. or the inspection is requested or ordered by a
governmental authority. In such case, Lessee shall upon request reimburse Lessor
for the cost of such inspection, so long as such inspection is reasonably
related to the violation or contamination. In addition, Lessee shall provide
copies of all relevant material safety data sheets (MSDS) to Lessor within 10
days of the receipt of written request therefor.

7. MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.

     7.1 LESSEE'S OBLIGATIONS.

          (a) IN GENERAL. Subject to the provisions of Paragraph 2.2
(Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
(Condemnation), Lessee shall, at Lessee's sole expense, keep the interior,
nonstructural portions of the Premises, Utility Installations (intended for
Lessee's exclusive use, no matter where located), and Alterations in good order,
condition and repair (whether or not the portion of the Premises requiring
repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's use, any prior use, the elements or the age of such portion
of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing, HVAC equipment, electrical, lighting facilities, boilers,
pressure vessels, fixtures, interior walls, interior surfaces of exterior walls,
ceilings, floors, windows, doors, plate glass, and skylights but excluding any
items which are the responsibility of Lessor pursuant to Paragraph 7.2 normal
wear and tear and casualty excepted. Lessee's obligation to repair plumbing,
pipes and fixtures, lines, ducts, electrical wiring, switches and fixtures or
other conduits contained in the Premises shall be limited to those on the
Premises. Lessee, in keeping the Premises in good order, condition and repair,
shall exercise and perform good maintenance practices, specifically including
the procurement and maintenance of the service contracts required by Paragraph
7.1(b) below. Lessee's obligations shall include restorations, replacements or
renewals when necessary to keep the Premises and all improvements thereon or a
part thereof in good order, condition and state of repair.

          (b) SERVICE CONTRACTS. Lessee shall, at Lessee's sole expense, procure
and maintain contracts, with copies to Lessor, in customary form and substance
for, and with contractors specializing and experienced in the maintenance of the
following equipment and improvements, if any, if and when installed on the
Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii)
clarifiers, and (iv) any other equipment, if reasonably required by Lessor.
However, Lessor reserves the right, upon notice to Lessee, to procure and
maintain any or all of such service contracts, and Lessee shall reimburse
Lessor, upon demand, for the cost thereof.

          (c) FAILURE TO PERFORM. If Lessee fails to perform Lessee's
obligations under this Paragraph 7.1 and such failure shall continue for a
period of thirty (30) days after a written notice by Lessor to Lessee to
commence such work. Lessor may enter upon the Premises after 10 days' prior
written notice to Lessee (except in the case of an emergency, in which case no
notice shall be required), perform such obligations on Lessee's behalf, and put
the Premises in good order. condition and repair, and Lessee shall promptly pay
to Lessor a sum equal to 115% of the cost thereof.




<PAGE>

          (d) REPLACEMENT. Subject to Lessee's indemnification of Lessor as set
forth in Paragraph 8.7 below, and without relieving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance
practices, if an item described in Paragraph 7.1(b) cannot be repaired other
than at a cost which is in excess of 50% of the cost of replacing such item,
then such item shall be replaced by Lessor, and the cost thereof shall be
prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease, on the date on which Base
Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of
which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on
the unamortized balance but may prepay its obligation at any time.

     7.2 LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 2.2
(Condition). 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use),
7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation),
Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good
order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system,
Common Area fire alarm and/or smoke detection systems, fire hydrants, parking
lots, walkways, parkways, driveways, landscaping, fences, signs and utility
systems serving the Common Areas and all parts thereof, as well as providing the
services for which there is a Common Area Operating Expense pursuant to
Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or
replace windows, doors or plate glass of the Premises. Lessee expressly waives
the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.

     7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

          (a) DEFINITIONS. The term "Utility Installations" refers to all floor
and window coverings, air and/or vacuum lines, power panels, electrical
distribution, security and fire protection systems, communication cabling,
lighting fixtures. HVAC equipment, plumbing, and fencing in[GRAPHIC
OMITTED][GRAPHIC OMITTED] or on the Premises. The term "Trade Fixtures" shall
mean Lessee's machinery and equipment that can be removed without doing material
damage to the Premises. The term "Alterations" shall mean any modification of
the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. "Lessee Owned Alterations and/or Utility Installations"
are defined as Alterations and/or Utility Installations made by Lessee that are
not yet owned by Lessor pursuant to Paragraph 7.4(a).

          (b) CONSENT. Lessee shall not make any Alterations or Utility
Installations to the Premises without Lessor's prior written consent. Lessee
may, however, make non-structural Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, will not affect the
electrical, plumbing. HVAC, and/or life safety systems, and the cumulative cost
thereof during this Lease as extended does not exceed a sum equal to 3 month's
Base Rent in the aggregate or a sum equal to one month's Base Rent in any one
year. Notwithstanding the foregoing, Lessee shall not make or permit any roof
penetrations and/or install anything on the roof without the prior written
approval of Lessor. Lessor may, as a precondition to granting such approval,
require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in written form
with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)
acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior to
commencement of the work, and (iii) compliance with all conditions of said
permits and other Applicable Requirements in a prompt and expeditious manner.
Any Alterations or Utility Installations shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and specifications. For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee providing a lien and completion bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility Installation and/or upon Lessee's
posting an additional Security Deposit with Lessor.




<PAGE>

          (c) LIENS; BONDS. Lessee shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use on the Premises. which claims are or may be secured by any mechanic's or
materialman's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than 10 days notice prior to the commencement of any work
in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim
or demand, then Lessee shall, at its sole expense defend and protect itself,
Lessor and the Premises against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement thereof. If
Lessor shall require, Lessee shall furnish a surety bond in an amount equal to
150% of the amount of such contested lien, claim or demand, indemnifying Lessor
against liability for the same. If Lessor elects to participate in any such
action. Lessee shall pay Lessor's attorneys' fees and costs.

     7.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

          (a) OWNERSHIP. Subject to Lessor's right to require removal or elect
ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the
Premises. Lessor may, at any time, elect in writing to be the owner of all or
any specified part of the Lessee Owned Alterations and Utility Installations.
Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the properly of Lessor and be surrendered by Lessee with the
Premises.

          (b) REMOVAL. By delivery to Lessee of written notice from Lessor not
earlier than 90 and not later than 30 days prior to the end of the term of this
Lease. Lessor may require that any or all Lessee Owned Alterations or Utility
Installations be removed by the expiration or termination of this Lease. Lessor
may require the removal at any time of all or any part of any Lessee Owned
Alterations or Utility Installations made without the required consent.

          (c) SURRENDER; RESTORATION. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating
order, condition and state of repair, ordinary wear and tear and casualty
excepted. "Ordinary wear and tear" shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding the
foregoing, if this Lease is for 12 months or less, then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with
NO allowance for ordinary wear and tear. Lessee shall repair any damage
occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee
owned Alterations and/or Utility Installations, furnishings, and equipment as
well as the removal of any storage tank installed by or for Lessee. Lessee shall
also use all reasonable efforts to completely remove from the Premises any and
all Hazardous Substances brought onto the Premises by or for Lessee (except
Hazardous Substances which were deposited via underground migration from areas
outside of the Project) even if such removal would require Lessee to perform or
pay for work that exceeds statutory requirements. Trade Fixtures shall remain
the property of Lessee and shall be removed by Lessee. Any personal property of
Lessee not removed on or before the Expiration Date or any earlier termination
date shall be deemed to have been abandoned by Lessee and may be disposed of or
retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate
the Premises pursuant to this Paragraph 7.4(c) without the express written
consent of Lessor shall constitute a holdover under the provisions of Paragraph
26 below.

8. INSURANCE; INDEMNITY.

     8.1 PAYMENT OF PREMIUMS. The cost of the premiums for the insurance
policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a)
and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy
periods commencing prior to, or extending beyond, the term of this Lease shall
be prorated to coincide with the corresponding Start Date or Expiration Date.

     8.2 LIABILITY INSURANCE.

          (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability policy of insurance protecting Lessee and Lessor as
an additional insured against claims for bodily injury, personal injury and
property damage based upon or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less than $1,000,000 per occurrence with an annual aggregate of not less than




<PAGE>

$2,000,000. Lessee shall add Lessor as an additional insured by means of an
endorsement at least as broad as the Insurance Service Organization's
"Additional Insured-Managers or Lessors of Premises" Endorsement and coverage
shall also be extended to include damage caused by heat, smoke or fumes from a
hostile fire. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations, but shall include coverage for
liability assumed under this Lease as an "insured contract" for the performance
of Lessee's indemnity obligations under this Lease. The limits of said insurance
shall not, however, limit the liability of Lessee nor relieve Lessee of any
obligation hereunder. Lessee shall provide an endorsement on its liability
policy(ies) which provides that its insurance shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

          (b) CARRIED BY LESSOR. Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
required to be maintained by Lessee. Lessee shall not be named as an additional
insured therein.

     8.3 PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

          (a) BUILDING AND IMPROVEMENTS. Lessor shall obtain and keep in force a
policy or policies of insurance in the name of Lessor, with loss payable to
Lessor, any ground-lessor, and to any Lender insuring loss or damage to the
Premises. The amount of such insurance shall be equal to the full insurable
replacement cost of the Premises, as the same shall exist from time to time, or
the amount required by any Lender. but in no event more than the commercially
reasonable and available insurable value thereof. Lessee Owned Alterations and
Utility Installations. Trade Fixtures, and Lessee's personal property shall be
insured by Lessee under Paragraph 8.4. If the coverage is available and
commercially appropriate, such policy or policies shall insure against all risks
of direct physical loss or damage (except the perils of flood and/or earthquake
unless required by a Lender), including coverage for debris removal and the
enforcement of any Applicable Requirements requiring the upgrading, demolition,
reconstruction or replacement of any portion of the Premises as the result of a
covered loss. Said policy or policies shall also contain an agreed valuation
provision in lieu of any coinsurance clause, waiver of subrogation, and
inflation guard protection causing an increase in the annual property insurance
coverage amount by a factor of not less than the adjusted U.S. Department of
Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located. If such insurance coverage has a deductible clause,
the deductible amount shall not exceed $1,000 per occurrence.

          (b) RENTAL VALUE. Lessor shall also obtain and keep in force a policy
or policies in the name of Lessor with loss payable to Lessor and any Lender,
insuring the loss of the full Rent for one year with an extended period of
indemnity for an additional 180 days ("Rental Value insurance"). Said insurance
shall contain an agreed valuation provision in lieu of any coinsurance clause,
and the amount of coverage shall be adjusted annually to reflect the projected
Rent otherwise payable by Lessee, for the next 12 month period.

          (c) ADJACENT PREMISES. Lessee shall pay for any increase in the
premiums for the property insurance of the Building and for the Common Areas or
other buildings in the Project if said increase is caused by Lessee's acts,
omissions, use or occupancy of the Premises.

          (d) LESSEE'S IMPROVEMENTS. Since Lessor is the Insuring Party, Lessor
shall not be required to insure Lessee Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease.

     8.4 LESSEE'S PROPERTY; BUSINESS INTERRUPTION INSURANCE.

          (a) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $10,000 per occurrence. The
proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations. Lessee shall provide Lessor with written evidence that such
insurance is in force.

          (b) BUSINESS INTERRUPTION. Lessee shall obtain and maintain loss of
income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to ail perils commonly insured
against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.



<PAGE>

          (c) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

     8.5 INSURANCE POLICIES. Insurance required herein shall be by companies
duly licensed or admitted to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least A-. VI, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to modification except after 30 days prior written notice
to Lessor. Lessee shall, at least 10 days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease, whichever is less. If either Party shall fail
to procure and maintain the insurance required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

     8.6 WAIVER OF SUBROGATION. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein. The effect of such releases and waivers is not limited by the amount of
insurance carried or required, or by any deductibles applicable hereto. The
Parties agree to have their respective property damage insurance carriers waive
any right to subrogation that such companies may have against Lessor or Lessee.
as the case may be, so long as the insurance is not invalidated thereby.

     8.7 INDEMNITY. Except for Lessor's gross negligence or willful misconduct,
Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims. loss of rents and/or damages, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of, involving, or in connection with, the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.

     8.8 EXEMPTION OF LESSOR AND ITS AGENTS FROM LIABILITY. Notwithstanding the
negligence or breach of this Lease by Lessor or its agents, neither Lessor nor
its agents shall be liable under any circumstances for: (i) injury or damage to
the person or goods, wares. merchandise or other property of Lessee, Lessee's
employees, contractors, invitees, customers, or any other person in or about the
Premises, whether such damage or injury is caused by or results from fire,
steam, electricity, gas, water or rain, indoor air quality, the presence of mold
or from the breakage, leakage, obstruction or other defects of pipes, fire
sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any
other cause, whether the said injury or damage results from conditions arising
upon the Premises or upon other portions of the Building, or from other sources
or places, (ii) any damages arising from any act or neglect of any other tenant
of Lessor or from the failure of Lessor or its agents to enforce the provisions
of any other lease in the Project, or (iii) injury to Lessee's business or for
any loss of income or profit therefrom. Instead, it is intended that Lessee's
sole recourse in the event of such damages or injury be to file a claim on the
insurance policy(ies) that Lessee is required to maintain pursuant to the
provisions of paragraph 8.

     8.9 FAILURE TO PROVIDE INSURANCE. Lessee acknowledges that any failure on
its part to obtain or maintain the insurance required herein will expose Lessor
to risks and potentially cause Lessor to incur costs not contemplated by this
Lease, the extent of which will be extremely difficult to ascertain.
Accordingly, for any month or portion thereof that Lessee does not maintain the
required insurance and/or does not provide Lessor with the required binders or
certificates evidencing the existence of the required insurance, the Base Rent
shall be automatically increased, without any requirement for notice to Lessee,
by an amount equal to 10% of the then existing Base Rent or $100, whichever is
greater. The parties agree that such increase in Base Rent represents fair and




<PAGE>

reasonable compensation for the additional risk/costs that Lessor will incur by
reason of Lessee's failure to maintain the required insurance. Such increase in
Base Rent shall in no event constitute a waiver of Lessee's Default or Breach
with respect to the failure to maintain such insurance, prevent the exercise of
any of the other rights and remedies granted hereunder, nor relieve Lessee of
its obligation to maintain the insurance specified in this Lease.

9. DAMAGE OR DESTRUCTION.

     9.1 DEFINITIONS.

          (a) "Premises Partial Damage" shall mean damage or destruction to the
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which can reasonably be repaired in 3 months or less from the
date of the damage or destruction, and the cost thereof does not exceed a sum
equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30
days from the date of the damage or destruction as to whether or not the damage
is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage
shall not include damage to windows, doors, and/or other similar items which
Lessee has the responsibility to repair or replace pursuant to the provisions of
Paragraph 7.1.

          (b) "Premises Total Destruction" shall mean damage or destruction to
the improvements on the Premises, other than Lessee Owned Alterations and
Utility Installations and Trade Fixtures, which cannot reasonably be repaired in
3 months or less from the date of the damage or destruction and/or the cost
thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee
in writing within 30 days from the date of the damage or destruction as to
whether or not the damage is Partial or Total.

          (c) "Insured Loss" shall mean damage or destruction to improvements on
the Premises, other than Lessee Owned Alterations and Utility Installations and
Trade Fixtures, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

          (d) "Replacement Cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of Applicable Requirements, and without
deduction for depreciation.

          (e) "Hazardous Substance Condition" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises which requires repair, remediation, or restoration.

     9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided. however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to repair
of which is $10,000 or less, and, in such event, Lessor shall make any
applicable insurance proceeds available to Lessee on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in
force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds as and when
required to complete said repairs. In the event, however, such shortage was due
to the fact that, by reason of the unique nature of the improvements, full
replacement cost insurance coverage was not commercially reasonable and
available, Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate assurance thereof,
within 10 days following receipt of written nonce of such shortage and request
therefor. If Lessor receives said funds or adequate assurance thereof within
said 10 day period, the party responsible for making the repairs shall complete
them as soon as reasonably possible and this Lease shall remain in full force
and effect. If such funds or assurance are not received, Lessor may nevertheless
elect by written notice to Lessee within 10 days thereafter to: (i) make such
restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and
effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not
be entitled to reimbursement of any funds contributed by Lessee to repair any
such damage or destruction. Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3. notwithstanding that there may be some
insurance coverage, but the net proceeds of any such insurance shall be made
available for the repairs if made by either Party.



<PAGE>

     9.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessors expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessee within
30 days after receipt by Lessor of knowledge of the occurrence of such damage.
Such termination shall be effective 60 days following the date of such notice.
In the event Lessor elects to terminate this Lease, Lessee shall have the right
within 10 days after receipt of the termination notice to give written notice to
Lessor of Lessee's commitment to pay for the repair of such damage without
reimbursement from Lessor. Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days after making such commitment. In
such event this Lease shall continue in full force and effect, and Lessor shall
proceed to make such repairs as soon as reasonably possible after the required
funds are available. If Lessee does not make the required commitment, this Lease
shall terminate as of the date specified in the termination notice.

     9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs. this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

     9.5 DAMAGE NEAR END OF TERM. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days following the date of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance proceeds (or adequate assurance thereof) needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's commercially reasonable expense, repair such damage as soon
as reasonably possible and this Lease shall continue in full force and effect.
If Lessee fails to exercise such option and provide such funds or assurance
during such period, then this Lease shall terminate on the date specified in the
termination notice and Lessee's option shall be extinguished.

     9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

          (a) ABATEMENT. In the event of Premises Partial Damage or Premises
Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair, remediation or restoration of such damage shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation, repair or
restoration except as provided herein.

          (b) REMEDIES. If Lessor shall be obligated to repair or restore the
Premises and does not commence, in a substantial and meaningful way, such repair
or restoration within 90 days after such obligation shall accrue, Lessee may, at
any time prior to the commencement of such repair or restoration, give written
notice to Lessor and to any Lenders of which Lessee has actual notice, of
Lessee's election to terminate this Lease on a date not less than 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or restoration is not commenced within 30 days thereafter, this Lease shall
terminate as of the date specified in said notice. If the repair or restoration
is commenced within such 30 days, this Lease shall continue in full force and
effect. "Commence" shall mean either the unconditional authorization of the
preparation of the required plans, or the beginning of the actual work on the
Premises, whichever first occurs.

     9.7 TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made
concerning advance Base Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or is not then required to be, used by Lessor.




<PAGE>

     9.8 WAIVE STATUTES. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. REAL PROPERTY TAXES.PHIC OMITTED]

     10.1, DEFINITION. As used herein, the term "Real Property Taxes" shall
include any form of assessment; real estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate taxes); improvement bond; and/or license fee imposed upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having the direct or indirect power to tax and where the funds are generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within which the Project is located. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any increase therein: (i)
imposed by reason of events occurring during the term of this Lease, including
but not limited to, a change in the ownership of the Project, (ii) a change in
the improvements thereon, and/or (iii) levied or assessed on machinery or
equipment provided by Lessor to Lessee pursuant to this Lease. In calculating
Real Property Taxes for any calendar year, the Real Property Taxes for any real
estate tax year shall be included in the calculation of Real Property Taxes for
such calendar year based upon the number of days which such calendar year and
tax year have in common.

     10.2 PAYMENT OF TAXES. Except as otherwise provided in Paragraph 10.3,
Lessor shall pay the Real Property Taxes applicable to the Project, and said
payments shall be included in the calculation of Common Area Operating Expenses
in accordance with the provisions of Paragraph 4.2.

     10.3 ADDITIONAL IMPROVEMENTS. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Project by
other lessees or by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at
the time Common Area Operating Expenses are payable under Paragraph 4.2, the
entirety of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by
Lessee or at Lessee's request or by reason of any alterations or improvements to
the Premises made by Lessor subsequent to the execution of this Lease by the
Parties.

     10.4 JOINT ASSESSMENT. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

     10.5 PERSONAL PROPERTY TAXES. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment and all other personal property to be assessed and billed separately
from the real property of Lessor. If any of Lessee's said property shall be
assessed with Lessor's real property, Lessee shall pay Lessor the taxes
attributable to Lessee's property within 10 days after receipt of a written
statement setting forth the taxes applicable to Lessee's property.

11. UTILITIES AND SERVICES. Lessee shall pay for all water, gas, heat, light,
power, telephone, trash disposal and other utilities and services supplied to
the Premises, together with any taxes thereon. Notwithstanding the provisions of
Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that
Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of
trash as to require an increase in the size of the trash receptacle and/or an
increase in the number of times per month that it is emptied, then Lessor may
increase Lessee's Base Rent by an amount equal to such increased costs. There
shall be no abatement of Rent and Lessor shall not be liable in any respect
whatsoever for the inadequacy, stoppage, interruption or discontinuance of any
utility or service due to riot, strike, labor dispute, breakdown, accident,
repair or other cause beyond Lessor's reasonable control or in cooperation with
governmental request or directions.



<PAGE>

12. ASSIGNMENT AND SUBLETTING.

     12.1 LESSOR'S CONSENT REQUIRED.

          (a) Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, "assign or assignment") or sublet
all or any part of Lessee's interest in this Lease or in the Premises without
Lessor's prior reasonable written consent.

          (b) crossed out

          (c) crossed out

          (d) An assignment or subletting without consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable
Breach without the necessity of any notice and grace period. If Lessor elects to
treat such unapproved assignment or subletting as a noncurable Breach, Lessor
may either: (i) terminate this Lease, or (ii) upon 30 days written notice,
increase the monthly Base Rent to 110% of the Base Rent then in effect. Further,
in the event of such Breach and rental adjustment, (i) the purchase price of any
option to purchase the Premises held by Lessee shall be subject to similar
adjustment to 110% of the price previously in effect, and (ii) all fixed and
non-fixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to 110% of the scheduled adjusted rent.

          (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall
be limited to compensatory damages and/or injunctive relief.

          (f) Lessor may reasonably withhold consent to a proposed assignment or
subletting if Lessee is in Default at the time consent is requested.

          (g) Notwithstanding the foregoing, allowing a diminimus portion of the
Premises, ie. 20 square feet or less, to be used by a third party vendor in
connection with the installation of a vending machine or payphone shall not
constitute a subletting.

     12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

          (a) Regardless of Lessor's consent, no assignment or subletting shall:
(i) be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of
any obligations hereunder, or (iii) alter the primary liability of Lessee for
the payment of Rent or for the performance of any other obligations to be
performed by Lessee.

          (b) Lessor may accept Rent or performance of Lessee's obligations from
any person other than Lessee pending approval or disapproval of an assignment.
Neither a delay in the approval or disapproval of such assignment nor the
acceptance of Rent or performance shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for Lessee's Default or Breach.

          (c) Lessor's consent to any assignment or subletting shall not
constitute consent to any subsequent assignment or subletting.

          (d) In the event of any Default or Breach by Lessee, Lessor may
proceed directly against Lessee, any Guarantors or anyone else responsibly for
the performance of Lessee's obligations under this Lease, including any assignee
or sublessee, without first exhausting Lessor's remedies against any other
person or entity responsible therefore to Lessor, or any security held by
Lessor.

          (e) Each request for consent to an assignment or subletting shall be
in writing, accompanied by information relevant to Lessors determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a fee of $500 as
consideration for Lessor's considering and processing said request. Lessee
agrees to provide Lessor with such other or additional information and/or
documentation as may be reasonably requested. (See also Paragraph 36)

          (f) Any assignee of, or sublessee under, this Lease shall, by reason
of accepting such assignment, entering into such sublease, or entering into
possession of the Premises or any portion thereof, be deemed to have assumed and
agreed to conform and comply with each and every term, covenant, condition and
obligation herein to be observed or performed by Lessee during the term of said
assignment or sublease, other than such obligations as are contrary to or
inconsistent with provisions of an assignment or sublease to which Lessor has
specifically consented to in writing.



<PAGE>

          (g) Lessor's consent to any assignment or subletting shall not
transfer to the assignee or sublessee any Option granted to the original Lessee
by this Lease unless such transfer is specifically consented to by Lessor in
writing. (See Paragraph 39.2)

     12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

          (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all Rent payable on any sublease, and Lessor may collect such Rent
and apply same toward Lessee's obligations under this Lease; provided, however,
that until a Breach shalt occur in the performance of Lessee's obligations,
Lessee may collect said Rent. In the event that the amount collected by Lessor
exceeds Lessee's then outstanding obligations any such excess shall be refunded
to Lessee. Lessor shall not, by reason of the foregoing or any assignment of
such sublease, nor by reason of the collection of Rent, be deemed liable to the
sublessee for any failure of Lessee to perform and comply with any of Lessee's
obligations to such sublessee. Lessee hereby irrevocably authorizes and directs
any such sublessee, upon receipt of a written notice from Lessor stating that a
Breach exists in the performance of Lessee's obligations under this Lease, to
pay to Lessor all Rent due and to become due under the sublease. Sublessee shall
rely upon any such notice from Lessor and shall pay all Rents to Lessor without
any obligation or right to inquire as to whether such Breach exists,
notwithstanding any claim from Lessee to the contrary.

          (b) In the event of a Breach by Lessee, Lessor may, at its option,
require sublessee to attorn to Lessor, in which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise
of said option to the expiration of such sublease; provided, however, Lessor
shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such
sublessor.

          (c) Any matter requiring the consent of the sublessor under a sublease
shall also require the consent of Lessor.

          (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

          (e) Lessor shall deliver a copy of any notice of Default or Breach by
Lessee to the sublessee, who shall have the right to cure the Default of Lessee
within the grace period, if any, specified in such notice. The sublessee shall
have a right of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.

13. DEFAULT; BREACH; REMEDIES.

     13.1 DEFAULT; BREACH. A "Default" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or Rules and
Regulations under this Lease. A "Breach" is defined as the occurrence of one or
more of the following Defaults, and the failure of Lessee to cure such Default
within any applicable grace period:

          (a) The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 8.3 is jeopardized as
a result thereof, or without providing reasonable assurances to minimize
potential vandalism.

          (b) The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee hereunder, whether to Lessor or to a third
party, when due, to provide reasonable evidence of insurance or surety bond, or
to fulfill any obligation under this Lease which endangers or threatens life or
property, where such failure continues for a period of 3 business days following
written notice to Lessee provided that the first time that Lessee shall fail to
pay as and when due, Lessor agrees to provide the ten (10) days written notice
to Lessee of such failure and it shall not be a breach hereof unless Lessee
fails to pay the same within said ten day period).

          (c) The commission of waste, act or acts constituting public or
private nuisance, and/or an illegal activity on the Premises by Lessee, where
such actions continue for a period of 3 business days following written notice
to Lessee.



<PAGE>

          (d) The failure by Lessee to provide (i) reasonable written evidence
of compliance with Applicable Requirements, (ii) the service contracts, (iii)
the rescission of an unauthorized assignment or subletting, (iv) an Estoppel
Certificate, (v) a requested subordination, (vi) evidence concerning any
guaranty and/or Guarantor. (vii) any document requested under Paragraph 41,
(viii) material data safety sheets (MSDS), or (ix) any other documentation or
information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure continues for a period of 10 days following
written notice to Lessee.

          (e) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof,
other than those described in subparagraphs 13.1(a), (b), (c) or (d), above,
where such Default continues for a period of 30 days after written notice;
provided, however, that if the nature of Lessee's Default is such that more than
30 days are reasonably required for its cure. then it shall not be deemed to be
a Breach if Lessee commences such cure within said 30 day period and thereafter
diligently prosecutes such cure to completion.

          (f) The occurrence of any of the following events: (i) the making of
any general arrangement or assignment for the benefit of creditors; (ii)
becoming a "debtor" as defined in 11 U.S.C. ss. 101 or any successor statute
thereto (unless, in the case of a petition filed against Lessee, the same is
dismissed within 60 days): (iii) the appointment of a trustee or receiver to
take possession of substantially all of Lessees assets located at the Premises
or of Lessee's interest in this Lease, where possession is not restored to
Lessee within 30 days; or (iv) the attachment, execution or other judicial
seizure of substantially all of Lessee's assets located at the Premises or of
Lessee's interest in this Lease, where such seizure is not discharged within 30
days: provided, however, in the event that any provision of this subparagraph is
contrary to any applicable law, such provision shall be of no force or effect,
and not affect the validity of the remaining provisions.

          (g) The discovery that any financial statement of Lessee or of any
Guarantor given to Lessor was materially false.

          (h) If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a Guarantor. (ii) the termination of a Guarantor's
liability with respect to this Lease other than in accordance with the terms of
such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a
bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's breach of its guaranty obligation on an anticipatory basis, and
Lessee's failure. within 60 days following written notice of any such event, to
provide written alternative assurance or security, which, when coupled with the
then existing resources of Lessee, equals or exceeds the combined financial
resources of Lessee and the Guarantors that existed at the time of execution of
this Lease.

     13.2 REMEDIES. If Lessee fails to perform any of its affirmative duties or
obligations, within 10 days after written notice (or in case of an emergency,
without notice), Lessor may, at its option, perform such duty or obligation on
Lessee's behalf, including but not limited to the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and
expenses incurred by Lessor in such performance upon receipt of an invoice
therefor. In the event of a Breach, Lessor may, with or without further notice
or demand, and without limiting Lessor in the exercise of any right or remedy
which Lessor may have by reason of such Breach.

          (a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. In such event Lessor shall be
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at
the time of termination; (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental toss that the Lessee proves
could have been reasonably avoided; (iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided, and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises. expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease




<PAGE>

applicable to the unexpired term of this Lease. The worth at the time of award
of the amount referred to in provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of
the Federal Reserve Bank of the District within which the Premises are located
at the time of award plus one percent. Efforts by Lessor to mitigate damages
caused by Lessee's Breach of this Lease shall not waive Lessor's right to
recover damages under Paragraph 12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer. Lessor shall have the right
to recover in such proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was
not previously given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful detainer statute shall also constitute the notice
required by Paragraph 13.1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and
the failure of Lessee to cure the Default within the greater of the two such
grace periods shall constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

          (b) Continue the Lease and Lessee's right to possession and recover
the Rent as it becomes due, in which event Lessee may sublet or assign. subject
only to reasonable limitations. Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's interests, shall not
constitute a termination of the Lessee's right to possession.

          (c) Pursue any other remedy now or hereafter available under the laws
or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's right
to possession shall not relieve Lessee from liability under any indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.

     13.3 INDUCEMENT RECAPTURE. Any agreement for free or abated rent or other
charges, or for the giving or paying by Lessor to or for Lessee of any cash or
other bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "Inducement Provisions",
shall be deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease. Upon Breach of this Lease
by Lessee. any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge,
bonus, inducement or consideration theretofore abated, given or paid by Lessor
under such an Inducement Provision shall be immediately due and payable by
Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.
The acceptance by Lessor of rent or the cure of the Breach which initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.

     13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges. and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within 5 days after such amount shall be due,
then, without any requirement for notice to Lessee, Lessee shall immediately pay
to Lessor a one-time late charge equal to 10% of each such overdue amount or
$100, whichever is greater. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of such late payment. Acceptance of such late charge by Lessor shall in
no event constitute a waiver of Lessee's Default or Breach with respect to such
overdue amount, nor prevent the exercise of any of the other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether
or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary. Base Rent shall, at
Lessor's option, become due and payable quarterly in advance.

     13.5 INTEREST. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment, shall bear interest from the date when due, as to scheduled payments,
or the 31st day after it was due as to non-scheduled payments. The interest
("Interest") charged shall be computed at the rate of 10% per annum but shall
not exceed the maximum rate allowed by law. Interest is payable in addition to
the potential late charge provided for in Paragraph 13.4.




<PAGE>

     13.6 BREACH BY LESSOR.

          (a) NOTICE OF BREACH. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time shall in no event be less than 30 days after receipt by Lessor, and any
Lender whose name and address shall have been furnished Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such that more than 30 days are reasonably required for its performance, then
Lessor shall not be in breach if performance is commenced within such 30 day
period and thereafter diligently pursued to completion.

          (b) PERFORMANCE BY LESSEE ON BEHALF OF LESSOR. In the event that
neither Lessor nor Lender cures said breach within 30 days after receipt of said
notice, or if having commenced said cure they do not diligently pursue it to
completion, then Lessee may elect to cure said breach at Lessee's expense and
offset from Rent the actual and reasonable cost to perform such cure, provided
however, that such offset shall not exceed an amount equal to the greater of one
month's Base Rent or the Security Deposit, reserving Lessee's right to
reimbursement from Lessor for any such expense in excess of such offset. Lessee
shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "Condemnation"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than 10% of the floor area of the Unit, or more than 25%
of Lessee's Reserved Parking Spaces, is taken by Condemnation, Lessee may, at
Lessee's option, to be exercised in writing within 10 days after Lessor shall
have given Lessee written notice of such taking (or in the absence of such
notice, within 10 days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided,
however, that Lessee shall be entitled to any compensation for Lessee's
relocation expenses, loss of business goodwill and/or Trade Fixtures, without
regard to whether or not this Lease is terminated pursuant to the provisions of
this Paragraph. All Alterations and Utility Installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor. In the event that this Lease is not terminated by reason of
the Condemnation, Lessor shall repair any damage to the Premises caused by such
Condemnation.

15. crossed out

16. ESTOPPEL CERTIFICATES.

          (a) Each Party (as "Responding Party") shall within 10 days after
written notice from the other Party (the "Requesting Party") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "Estoppel Certificate" form published by the
AIR Commercial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

          (b) If the Responding Party shall fail to execute or deliver the
Estoppel Certificate within such 10 day period, the Requesting Party may execute
an Estoppel Certificate stating that: (i) the Lease is in full force and effect
without modification except as may be represented by the Requesting Party, (ii)
there are no uncured defaults in the Requesting Party's performance, and (iii)
if Lessor is the Requesting Party, not more than one month's rent has been paid
in advance. Prospective purchasers and encumbrancers may rely upon the
Requesting Party's Estoppel Certificate, and the Responding Party shall be
estopped from denying the truth of the facts contained in said Certificate.

          (c) If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee and all Guarantors shall deliver to any potential
lender or purchaser designated by Lessor such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to
Lessee's financial statements for the past 3 years. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.



<PAGE>

17. DEFINITION OF LESSOR. The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, or, if this
is a sublease, of the Lessee's interest in the prior lease. In the event of a
transfer of Lessor's title or interest in the Premises or this Lease. Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid, the
prior Lessor shall be relieved of all liability with respect to the obligations
and/or covenants under this Lease thereafter to be performed by the Lessor.
Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined.

18. SEVERABILITY. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.

19. DAYS. Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20. LIMITATION ON LIABILITY. The obligations of Lessor under this Lease shall
not constitute personal obligations of Lessor, or its partners, members,
directors, officers or shareholders, and Lessee shall look to the Premises, and
to no other assets of Lessor, for the satisfaction of any liability of Lessor
with respect to this Lease, and shall not seek recourse against Lessor's
partners, members, directors, officers or shareholders, or any of their personal
assets for such satisfaction.

21. TIME OF ESSENCE. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

22. NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.

23. NOTICES.

     23.1 NOTICE REQUIREMENTS. All notices required or permitted by this Lease
or applicable law shall be in writing and may be delivered in person (by hand or
by courier) or may be sent by regular, certified or registered mail or U.S.
Postal Service Express Mail, with postage prepaid, or by facsimile transmission,
and shall be deemed sufficiently given if served in a manner specified in this
Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease
shall be that Party's address for delivery or mailing of notices. Either Party
may by written notice to the other specify a different address for notice,
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.

     23.2 DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given 72 hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier. Notices transmitted by facsimile transmission or similar
means shall be deemed delivered upon telephone confirmation of receipt
(confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If notice is received on a Saturday, Sunday or
legal holiday, it shall be deemed received on the next business day.

24. WAIVERS. No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lessor's consent
to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by Lessee, or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent. The acceptance of Rent by
Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by
Lessee may be accepted by Lessor on account of moneys or damages due Lessor,
notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.



<PAGE>

25. CROSSED OUT

26. NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to
150% of the Base Rent applicable immediately preceding the expiration or
termination. Nothing contained herein shall be construed as consent by Lessor to
any holding over by Lessee.

27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of this
Lease to be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.

29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1 SUBORDINATION. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lender") shall have no liability or obligation to perform any of
the obligations of Lessor under this Lease. Any Lender may elect to have this
Lease and/or any Option granted hereby superior to the lien of its Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options shall be deemed prior to such Security Device, notwithstanding the
relative dates of the documentation or recordation thereof.

     30.2 ATTORNMENT. In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated (i) Lessee shall, subject to
the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter into a new lease, containing all of the terms and provisions
of this Lease, with such new owner for the remainder of the term hereof, or, at
the election of the new owner, this Lease will automatically become a new lease
between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved
of any further obligations hereunder and such new owner shall assume all of
Lessor's obligations, except that such new owner shall not: (a) be liable for
any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership; (b) be subject to any offsets or defenses
which Lessee might have against any prior lessor, (c) be bound by prepayment of
more than one month's rent, or (d) be liable for the return of any security
deposit paid to any prior lesser.

     30.3 NON-DISTURBANCE. With respect to Security Devices entered into by
Lessor. Lessee's subordination of this Lease shall be subject to receiving a
commercially reasonable non-disturbance agreement (a "Non-Disturbance
Agreement") from the Lender which Non-Disturbance Agreement provides that
Lessee's possession of the Premises, and this Lease, including any options to
extend the term hereof, will not be disturbed so long as Lessee is not in Breach
hereof and attorns to the record owner of the Premises.

     30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 shall be
effective without the execution of any further documents: provided, however,
that, upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of the Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.



<PAGE>

31. ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding
involving the Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) in any
such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense The attorneys' fees award
shall not be computed in accordance with any court fee schedule. but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the
preparation and service of notices of Default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection
with such Default or resulting Breach ($200 is a reasonable minimum per
occurrence for such services and consultation).

32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise at reasonable times after reasonable prior notice for the purpose
of showing the same to prospective purchasers, lenders, or tenants, and making
such alterations, repairs, improvements or additions to the Premises as Lessor
may deem necessary or desirable and the erecting, using and maintaining of
utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect on Lessee's use of the
Premises. All such activities shall be without abatement of rent or liability to
Lessee.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any auction
upon the Premises without Lessor's prior written consent. Lessor shall not be
obligated to exercise any standard of reasonableness in determining whether to
permit an auction.

34. SIGNS. Lessor may place on the Premises ordinary "For Sale" signs at any
time and ordinary "For Lease" signs during the last 6 months of the term hereof.
Except for ordinary "For Sublease" signs which may be placed only on the
Premises, Lessee shall not place any sign upon the Project without Lessor's
prior written consent. All signs must comply with all Applicable Requirements.

35. TERMINATION; MERGER. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises: provided, however, that Lessor may elect to continue any one or all
existing subtenancies. Lessor's failure within 10 days following any such event
to elect to the contrary by written notice to the holder of any such lesser
interest, shall constitute Lessor's election to have such event constitute the
termination of such interest.

36. CONSENTS. Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs
and expenses (including but not limited to architects'. attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents
to an assignment, a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting documentation
therefor. Lessor's consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent. The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other conditions as are then reasonable with
reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other
hereunder and reasonably requests the reasons for such determination, the
determining party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.

37. crossed out

38. QUIET POSSESSION. So long as Lessee shall not be in Breach hereof, Lessee
shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.



<PAGE>

39. crossed out

40. SECURITY MEASURES. Lessee hereby acknowledges that the Rent payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

41. RESERVATIONS. Lessor reserves the right: (i) to grant, without the consent
or joinder of Lessee, such easements, rights and dedications that Lessor deems
necessary, (ii) to cause the recordation of parcel maps and restrictions, and
(iii) to create and/or install new utility raceways, so long as such easements,
rights, dedications, maps, restrictions, and utility raceways do not
unreasonably interfere with the use of the Premises by Lessee Lessee agrees to
sign any documents reasonably requested by Lessor to effectuate such rights.

42. PERFORMANCE UNDER PROTEST.. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay. A Party who does not initiate
suit for the recovery of sums paid "under protest" within 6 months shall be
deemed to have waived its right to protest such payment.

43. AUTHORITY; MULTIPLE PARTIES; EXECUTION.

          (a) If either Party hereto is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized
to execute and deliver this Lease on its behalf. Each Party shall, within 30
days after request, deliver to the other Party satisfactory evidence of such
authority.

          (b) If this Lease is executed by more than one person or entity as
"Lessee each such person or entity shall be jointly and severally liable
hereunder. It is agreed that any one of the named Lessees shall be empowered to
execute any amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.

          (c) This Lease may be executed by the Parties in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

44. CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

45. OFFER. Preparation of this Lease by either party or their agent and
submission of same to the other Party shall not be deemed an offer to lease to
the other Party. This Lease is not intended to be binding until executed and
delivered by all Parties hereto.

46. AMENDMENTS. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.

47. WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT
OF THIS AGREEMENT.

48. MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or Brokers
arising out of this Lease [X] is [_] is not attached to this Lease.




<PAGE>

49. AMERICANS WITH DISABILITIES ACT. Since compliance with the Americans with
Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises,
Lessor makes no warranty or representation as to whether or not the Premises
comply with ADA or any similar legislation. In the event that Lessee's use of
the Premises requires modifications or additions to the Premises in order to be
in ADA compliance. Lessee agrees to make any such necessary modifications and/or
additions at Lessee's expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE
AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S
INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

Executed at: _______________________     Executed at:  _________________________
On: ________________________________     On: ___________________________________

BY LESSOR:                               BY LESSEE:

Veriteck Real Estate Holdings, LLC       Amistar Corporation
a Delaware limited liability company     a California corporation

By: /s/ Keith Butler                     By: /s/ Stuart Baker
    --------------------------------         -----------------------------------
Name Printed: Keith Butler               Name Printed: Stuart Baker
Title: President                         Title: President

By: ________________________________     By: ___________________________________
Name Printed: ______________________     Name Printed: _________________________







<PAGE>


                   ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL
                            MULTI TENANT LEASE - NET

          This Addendum to Standard Industrial Commercial Multi Tenant Lease -
Net is by and between Veritek Real Estate Holding, LLC, a Delaware limited
liability company ("Lessor") and Amistar Corporation, a California corporation
("Lessee").

          Lessor and Lessee agree that any portions of the preprinted Lease form
that may appear to be partially underlined are intended to be deleted by the
parties. The following additional paragraphs shall be incorporated into the
Standard Industrial Commercial Multi Tenant Lease - Net dated September 20, 2006
by and between Lessor and Lessee:

50. Until May 10, 2007, or such later date as provided below, the Premises shall
consist of a total of 30,918 square feet, which includes 11,885 square feet of
first floor office area and approximately 19,033 square feet of warehouse area.
After May 10, 2007, or such later date as provided below, the Premises shall
consist of 30,031 square feet, which includes approximately 11,885 square feet
of first floor office area and 18,146 square feet of warehouse area. The
Premises are more particularly described on Exhibit A attached hereto. The size
of the Premises will be reduced after May 10, 2007 as a result of the current
subtenant of Lessee, Claridy Solutions, Inc. ("Subtenant") sublease expiring and
Subtenant vacating the Premises. In the event the Subtenant does not vacate the
Premises on May 10, 2007, then the Premises will include the original area of
30,918 square feet until such time Subtenant vacates the Premises. Lessee agrees
that it shall not allow Subtenant to extend its sublease or otherwise holdover
and shall take all actions to insure that Subtenant vacates the Premises on May
10, 2007, or as soon thereafter as possible. Notwithstanding any provision of
the Lease to the contrary, Lessor hereby acknowledges and approves the Sublease
and agrees that the Sublease shall continue in full force and effect following
the date hereof.

51. Base Rent until May 10, 2007, or such later date that Subtenant vacates, if
such occurs after May 10, 2007, shall be $32,100 per month. Following the date
of May 10, 2007, or such later date that Subtenant vacates, Base Rent shall be
$31,183.21. Base Rent shall increase on the first anniversary of the
Commencement Date to an amount equal to 103% of the Base Rent and on each
anniversary of the Commencement Date thereafter to an amount equal to 103% of
the previous Base Rent.

52. Lessee shall be responsible for paying Lessee's Share of Common Area
Operating Expenses and, as a separate expense, all trash and all utility and
water expenses, to the extent separately metered to the Premises. If water and
utilities, including electrical, cannot be separately metered to the Premises,
then Lessee shall pay as part of Common Area Operating Expenses Lessee's Share
of such expenses.

53. Lessee acknowledges that it is in possession and use of the Premises prior
to the Commencement Date under the terms of a prior lease with the previous
owner.





<PAGE>


54. The existing marquis sign on the Project contains only the name of Lessee.
Lessee hereby agrees that the sign shall be modified to include the names of
both Lessor and Lessee, provided that if Lessor decides to replace or change the
sign of Lessee, Lessor shall obtain the prior written approval of Lessee, which
shall not be unreasonably withheld. The costs thereof shall be shared on an
equal basis, provided that Lessee not be responsible for any costs in excess of
$2,000 without Lessee's prior written approval in its sole discretion. Lessor
may arrange for such work to be done and Lessee shall (subject to the
limitations of this Paragraph 54) pay its share costs of such within thirty (30)
days of receipt of an invoice from Lessor.

55. Lessee shall, at its sole cost and expense, within forty-five (45) days
after the Commencement Date complete construction for the extension of the
machine shop wall to the end of the factory area with a section to provide a
secure pathway to both Lessor and Lessee's warehouse areas. Such construction
shall be performed in accordance with the general plan shown on Exhibit B
attached hereto.

56. Lessor and Lessee agree that Lessor shall construct a secure chain link
fenced area in the back parking lot of the Premises for vehicle storage. Lessee
and Lessor shall share the costs of such on a basis proportional to the agreed
to use of such area by each party. Lessor may arrange for such work to be done,
subject to the prior written review and approval of Lessee as to any proposed
alterations, which consent shall not be unreasonably withheld, and Lessee shall
pay its share costs of such within thirty (30) days of receipt of an invoice
from Lessor. Amistar's consent shall be required, if its share of costs are
expected to exceed $2,000.

57. Lessor and Lessee agree that they shall share the current lobby area located
on the Project for access and for visitor reception. Lessor shall have the only
personnel and staff in the lobby area. Lessor and Lessee shall also share wall
space in the lobby area for appropriate signage for Lessor and Lessee. In
addition, Lessee shall transfer and convey to Lessor on the Commencement Date,
that certain furniture and equipment located in the Lobby for use in the Lobby
by Lessor (and Lessee), at no cost or charge to Lessor in consideration of
Lessee's right to co-use of the lobby and reception area. LESSOR ACKNOWLEDGES
AND AGREES THAT THE FURNITURE IS DELIVERED "AS-IS" AND THAT LESSEE DOES NOT
MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
RESPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
FURNITURE OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR
WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE USE OPERATION OR SAFETY.
Additionally, the parties agree that they shall share use of compressed air.
Lessor shall also allow Lessee access, upon notice to Lessor for pallet access
to Lessee's demo room. The parties shall, within thirty (30) days after the
Commencement Date, further memorialize their agreement as set forth in this
paragraph with additional specifics on the exact method for sharing as provided
herein.



LESSOR:                                    LESSEE:

Veritek Real Estate Holdings, LLC,         Amistar Corporation
A Delaware limited liability company       a California corporation


By: /s/ Keith Butler                       By: /s/ Stuart Baker
-----------------------------------        -------------------------------------
    Keith Butler                               Stuart Baker







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>amistar_10qex31-1.txt
<TEXT>
<PAGE>

EXHIBIT 31.1


      CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Stuart C. Baker, certify that:

1)       I have reviewed this quarterly report on Form 10-QSB of Amistar
         Corporation;

2)       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3)       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

4)       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         for the small business issuer and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the small business issuer, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities particularly during the period in which this report
                  is being prepared;

         b)       Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures as of the end of the period
                  covered by this report based on such evaluation; and

         c)       Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially affect, the small business
                  issuer's internal control over financial reporting; and

5)       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing equivalent functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the small
                  business issuer's internal control over financial reporting.


                                Dated: November 16, 2006

                                By:  /s/ Stuart C. Baker
                                    --------------------------------------------
                                    Name: Stuart C. Baker
                                    Title: President and Chief Executive Officer




<PAGE>

I, Gregory D. Leiser, certify that:

1)       I have reviewed this quarterly report on Form 10-QSB of Amistar
         Corporation;

2)       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3)       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

4)       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         for the registrant and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the small business issuer, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities particularly during the period in which this report
                  is being prepared;

         b)       Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures as of the end of the period
                  covered by this report based on such evaluation; and

         c)       Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially affect, the small business
                  issuer's internal control over financial reporting; and

5)       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing equivalent functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the small
                  business issuer's internal control over financial reporting.


                                Dated:  November 16, 2006

                                By:  /s/ Gregory D. Leiser
                                    ------------------------------
                                    Name: Gregory D. Leiser
                                    Title: Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>amistar_10qex32-1.txt
<TEXT>
<PAGE>


EXHIBIT 32.1


      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                      PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amistar Corporation ("the Company")
on Form 10-QSB for the period ended September 30, 2006, as filed with the
Securities and Exchange Commission on the date hereof (the Report), I Stuart C.
Baker Chairman and Chief Executive Officer of the Company, certify, pursuant to
19 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations, and cash
flows of the Company.

Dated:  November 16, 2006       By: /s/ Stuart C. Baker
                                    --------------------------------------------
                                    Name: Stuart C. Baker
                                    Title: President and Chief Executive Officer


In connection with the Quarterly Report of Amistar Corporation ("the Company")
on Form 10-QSB for the period ended September 30, 2006, as filed with the
Securities and Exchange Commission on the date hereof (the Report), I Gregory D.
Leiser Chief Financial Officer of the Company, certify, pursuant to 19 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations, and cash
flows of the Company.


Dated:  November 16, 2006            By: /s/ Gregory D. Leiser
                                         ------------------------------
                                         Name: Gregory D. Leiser
                                         Title: Chief Financial Officer



</TEXT>
</DOCUMENT>
</SUBMISSION>
