9000 SUNSET BOULEVARD
                           WEST HOLLYWOOD, CALIFORNIA




                           NINE THOUSAND SUNSET, LLC,

                     A CALIFORNIA LIMITED LIABILITY COMPANY,

                                  AS LANDLORD,


                                       AND


                              CORD PARTNERS, INC.,

                             A FLORIDA CORPORATION,

                                    AS TENANT


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                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                                      INDEX
                                                                        PAGE

Article 1
Premises, Building, Project and Common Areas.............................  6

Article 2
Lease Term...............................................................  7

Article 3
Base Rent................................................................  7

Article 4
Additional Rent..........................................................  8

Article 5
Use of Premises.......................................................... 13

Article 6
Services and Utilities................................................... 15

Article 7
Repairs.................................................................. 17

Article 8
Additions and Alterations................................................ 17

Article 9
Covenant Against Liens................................................... 19

Article 10
Insurance................................................................ 20

Article 11
Damage and Destruction................................................... 22

Article 12
Nonwaiver................................................................ 23

Article 13
Condemnation............................................................. 23

Article 14
Assignment and Subletting................................................ 24

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Article 15
Surrender of Premises; Ownership and
Removal of Trade Fixtures................................................ 27

Article 16
Holding Over............................................................. 28

Article 17
Estoppel Certificates.................................................... 29

Article 18
Subordination............................................................ 29

Article 19
Defaults; Remedies....................................................... 31

Article 20
Covenant of Quiet Enjoyment.............................................. 33

Article 21
Security Deposit......................................................... 34

Article 22
Substitution of Other Premises........................................... 34

Article 23
Signs.................................................................... 34

Article 24
Compliance with Law...................................................... 35

Article 25
Late Charges............................................................. 35

Article 26
Landlord's Right to Cure Default; Payments by Tenant..................... 36

Article 27
Entry by Landlord........................................................ 36

Article 28
Tenant Parking........................................................... 37

Article 29
Miscellaneous Provisions................................................. 37

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                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                                  OFFICE LEASE

         In consideration of the rents and covenants hereinafter set forth,
Landlord leases to Tenant and Tenant leases from Landlord the Premises upon the
terms and conditions of this OFFICE LEASE (this "Lease"), dated as of the date
set forth in Section 1 of the Summary of Basic Lease Information (the
"Summary"), below, is made by and between NINE THOUSAND SUNSET, LLC, a
California limited liability company ("Landlord"), and CORD PARTNERS, INC., a
Florida corporation ("Tenant").

                       SUMMARY OF BASIC LEASE INFORMATION


TERMS OF LEASE                      DESCRIPTION
--------------                      -----------

1.   Date:                          August 20, 2004

2.   Premises
        (Article 1).

        Building:                   9000 Sunset Boulevard, West Hollywood, CA

        Premises:                   Suite 400 ("The Premises"), covering
                                    approximately 2,293 rentable square feet of
                                    space (1,960 usable square feet), as further
                                    set forth set in Exhibit "A".

3.   Lease Term
        (Article 2).

        Length of Term:             Sixty (60) Months

        Lease Commencement Date:    October 1, 2004

        Lease Expiration Date:      September 30, 2009

4.   Base Rent
        (Article 3):

                                                           Approx. Mo. Rental
                                    Monthly Installment    Rate per Rentable
        Months    Annual Base Rent    Of Base Rent            Square Foot
        ------    ----------------  -------------------    ------------------

        1 - 12       $71,541.60        $5,961.80                  $2.60
        13 - 24      $73,687.85        $6,140.65                  $2.68
        25 - 36      $75,898.48        $6,324.87                  $2.76
        37 - 48      $78,175.44        $6,514.62                  $2.85
        49 - 60      $80,520.70        $6,710.06                  $2.93

5.  Base Year
        (Article 4):                Calendar Year 2004


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6.   Tenant's Share
        (Article 4):                Approximately 1.65%

7.   Permitted Use
        (Article 5):                General office use.

8.   Security Deposit
        (Article 21):               $20,130.18

9.   Parking Ratio
        (Article 28):               Subject to Article 28 of the Lease, Tenant
                                    shall have the obligation to rent, at
                                    prevailing Building rates, four (4)
                                    unreserved parking spaces in the Building's
                                    parking facility. In addition, Tenant shall
                                    have the right, but not the obligation, to
                                    rent, at prevailing Building rates, three
                                    (3) additional unreserved parking spaces in
                                    the Building's parking facility.

10.  Address of Tenant
        (Section 29.18):            9000 Sunset Boulevard
                                    Suite 400
                                    West Hollywood, CA 90069

11.  Address of Landlord
        (Section 29.18):            See Section 29.18 of this Lease.

12.  Broker(s)
        (Section 29.24):            Corporate Realty Associates as Tenant's
                                    broker and Camacho Commercial Real Estate
                                    Services as Landlord's broker.


13.  Tenant Improvements
        (Exhibit "B"):              Landlord shall not be obligated to construct
                                    or install any improvements or facilities of
                                    any kind in the Premises and Tenant hereby
                                    accepts the condition of the Premises in its
                                    currently-existing "AS-IS" condition;
                                    provided however, Landlord shall move the
                                    office wall as set forth on Exhibit B
                                    attached to this Lease (the "Tenant
                                    Improvements").

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         1.1      PREMISES, BUILDING, PROJECT AND COMMON AREAS.

                  1.1.1 THE PREMISES. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the premises set forth in Section 2 of the
Summary together with all rights, privileges, access to Premises through parking
easements and appurtenances belonging or in anyway pertaining thereto (the
"Premises"). The outline of the Premises is set forth in Exhibit A attached
hereto and each floor or floors of the Premises has the number of rentable
square feet as set forth in Section 2 of the Summary. The parties hereto agree
that the lease of the Premises is upon and subject to the terms, covenants and
conditions herein set forth, and Tenant and Landlord covenant as a material part
of the consideration for this Lease to keep and perform each and all of such
terms, covenants and conditions by them to be kept and performed and that this
Lease is made upon the condition of such performance. The parties hereto hereby
acknowledge that the purpose of Exhibit A is to show the approximate location of
the Premises in the "Building," as that term is defined in Section 1.1.2, below,
only, and such Exhibit is not meant to constitute an agreement, representation
or warranty about the construction of the Premises, the precise area thereof or
the specific location of the "Common Areas," as that term is defined in Section
1.1.3, below, or the elements thereof or of the accessways to the Premises or
the "Project," as that term is defined in Section 1.1.2, below. Except as
specifically set forth in this Lease and in the Tenant Work Letter, Landlord
shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Premises. Tenant also acknowledges that
neither Landlord nor any agent of Landlord has made any representation or
warranty regarding the condition of the Premises, the Building or the Project or
with respect to the suitability of any of the foregoing for the conduct of
Tenant's business, except as specifically set forth in this Lease and the Tenant
Work Letter. The taking of possession of the Premises by Tenant shall
conclusively establish that the Premises and the Building were at such time in
good and sanitary order, condition and repair.

                  1.1.2 THE BUILDING AND THE PROJECT. The Premises are a part of
the building set forth in Section 2.1 of the Summary (the "Building"). The term
"Project," as used in this Lease, shall mean (i) the Building and the Common
Areas, as the quoted term is defined below (ii) the land (which is improved with
landscaping, parking facilities and other improvements) upon which the Building
and the Common Areas are located, and (iii) at Landlord's reasonable discretion,
any additional real property, areas, land, buildings or other improvements added
thereto outside of the Project.

                  1.1.3 COMMON AREAS. Tenant shall have the non-exclusive right
to use in common with other tenants in the Building, and subject to the rules
and regulations referred to in Article 5 of this Lease, those portions of the
Project which are provided, from time to time, for use in common by Landlord,
Tenant and any other tenants of the Building (such areas, together with such
other portions of the Project designated by Landlord, in its reasonable
discretion, including certain areas designated for the exclusive use of certain
tenants, or to be shared by Landlord and certain tenants, are collectively
referred to herein as the "Common Areas"). The manner in which the Common Areas
are maintained and operated shall be at the sole discretion of Landlord and the
use thereof shall be subject to such reasonable rules, regulations and
restrictions as Landlord may make from time to time. Landlord reserves the right
to close temporarily, make alterations or additions to, or change the location
of elements of the Project and the Common Areas.

                  1.1.4 RIGHT TO CHANGE. Landlord shall have the right, in its
sole business judgment, from time to time during the Term as extended to alter
the size, quality, and character of the Common Areas, leasable area, tenant mix


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of the Building, as well as the uses to which the Building may be put and Tenant
hereby specifically acknowledges and agrees that this Lease contains no
restrictive covenants upon Landlord, and that this Lease does not and shall not
be deemed to contain any representation by Landlord that any particular tenant
or type of tenant shall occupy or continue to occupy premises in the Building
during the Term.

         1.2 VERIFICATION OF RENTABLE SQUARE FEET AND USABLE SQUARE FEET OF
PREMISES, BUILDING, AND Project. For purposes of this Lease, "rentable square
feet" and "usable square feet" shall be calculated using "BOMA," as a guideline,
provided that the rentable square footage of the Building and the Project shall
include all of (and, therefore the rentable square footage of the Premises shall
include a portion of) the Common Areas, and provided further that
notwithstanding anything to the contrary set forth in this Section 1.2, the
rentable square footage of the Premises as measured pursuant to the above
provisions of this Section 1.2 shall be equal to the product of the usable
square footage of the Premises measured using BOMA as a guideline multiplied by
the Project factor. If the rentable area of the Premises, the Building and/or
the Project shall hereafter change due to subsequent alterations and/or other
modifications to the Premises, the Building and/or the Project, the rentable
area of the Premises, the Building and/or the Project, as the case may be, shall
be appropriately adjusted as of the date of such alteration and/or other
modification, based upon the written verification by Landlord's space planner of
such revised rentable area. If any such adjustment to the rentable area of the
Premises, the Building and/or the Project shall occur, then all amounts,
percentages and figures appearing or referred to in this Lease based upon such
rentable area (including, without limitation, the amount of the "Rent" and any
"Security Deposit," as those terms are defined in Article 3 and Article 21 of
this Lease, respectively) shall be modified in accordance with such
determination.

         2.       LEASE TERM

         2.1 Lease Term. The term of the Lease ("Term") shall commence on the
Lease Commencement Date defined in Section 3 of the Summary, and shall terminate
on the Lease Expiration Date.

                  2.1.1 Rent for the Premises shall begin to accrue and Tenant
shall commence to pay Rent for the Premises on the Lease Commencement Date.

                  2.1.2 For purposes of this Lease, the term "Lease Year" shall
mean each consecutive twelve (12) month period during the Term. At any time
during the Term, Landlord may deliver to Tenant a notice in the form as set
forth in Exhibit C, attached hereto, as a confirmation only of the information
set forth therein, which Tenant shall execute and return to Landlord within five
(5) business days after Tenant's receipt thereof.

         3.       BASE RENT

         Tenant shall pay, without prior notice or demand, to Landlord or
Landlord's agent at the management office of the Building or, at Landlord's
option, at such other place as Landlord may from time to time designate in
writing, by a check for currency which, at the time of payment, is legal tender
for private or public debts in the United States of America, base rent ("Base
Rent") as set forth in Section 4 of the Summary, payable in equal monthly
installments as set forth in Section 4 of the Summary in advance on or before
the first day of each and every calendar month during the Term, without any


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setoff or deduction whatsoever. The Base Rent for the first full month of the
Term which occurs after the expiration of any free rent period shall be paid at
the time of Tenant's execution of this Lease. If any Rent payment date
(including the Lease Commencement Date) falls on a day of the month other than
the first day of such month or if any payment of Rent is for a period which is
shorter than one month, the Rent for any fractional month shall accrue on a
daily basis for the period from the date such payment is due to the end of such
calendar month or to the end of the Term at a rate per day which is equal to
1/365 of the applicable annual Rent. All other payments or adjustments required
to be made under the terms of this Lease that require proration on a time basis
shall be prorated on the same basis.

         3.1      CONSUMER PRICE INDEX ADJUSTMENT

                  [Intentionally Deleted]

         3.2      RENT CONCESSION

                  3.2.1 As an inducement for Tenant's execution of this Lease,
Landlord agrees that the Base Rent shall not be due and payable for the second
(2nd), third (3rd) and thirty-sixth (36th) months after the Lease Commencement
Date (collectively "Free Rent"). Accordingly, upon the occurrence of a default
as defined in Section 19 of the Lease by Tenant, any future Free Rent shall
automatically be deemed deleted from this Lease and of no further force or
effect. Upon the occurrence of a default by Tenant after the thirty-sixth (36th)
month of the Term, Tenant shall become immediately obligated to pay the Free
Rent allocated to the thirty-sixth (36th) month, as additional rent due under
this Lease.

         4.       ADDITIONAL RENT

         4.1 GENERAL TERMS. In addition to paying the Base Rent specified in
Article 3 of this Lease, Tenant shall pay "Tenant's Share" of the annual "Direct
Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease,
respectively, which are in excess of the amount of Direct Expenses applicable to
the "Base Year," as that term is defined in Section 4.2.1, below; provided,
however, that in no event shall any decrease in Direct Expenses for any "Expense
Year," as that term is defined in Section 4.2.3 below, below Direct Expenses for
the Base Year entitle Tenant to any decrease in Base Rent or any credit against
sums due under this, Lease. Such payments by Tenant, together with any and all
other amounts payable by Tenant to Landlord pursuant to the terms of this Lease,
are hereinafter collectively referred to as the "Additional Rent", and the Base
Rent and the Additional Rent are herein collectively referred to as "Rent." All
amounts due under this Article 4 as Additional Rent shall be payable for the
same periods and in the same manner as the Base Rent. Without limitation on
other obligations of Tenant which survive the expiration of the Term, the
obligations of Tenant to pay the Additional Rent provided for in this Article 4
shall survive the expiration of the Term.

         4.2 DEFINITIONS OF KEY TERMS RELATING TO ADDITIONAL RENT. As used in
this Article 4, the following terms shall have the meanings hereinafter set
forth:

                  4.2.1 "Base Year" shall mean the period set forth in Section 5
         of the Summary.

                  4.2.2 "Direct Expenses" shall mean "Operating Expenses" and
         "Tax Expenses."

                  4.2.3 "Expense Year" shall mean each calendar year in which
         any portion of the Term falls, through and including the calendar year
         in which the Term expires, provided that Landlord, upon notice to
         Tenant, may change the Expense Year from time to time to any other


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         twelve (12) consecutive month period, and if any such change occurs,
         then Tenant's Share of Direct Expenses shall be equitably adjusted for
         any Expense Year involved in any such change.

                  4.2.4 "Operating Expenses" shall mean all expenses, costs and
         amounts of every kind and nature which Landlord pays or accrues during
         any Expense Year because of or in connection with the necessary and
         reasonable ownership, management, maintenance, security, repair,
         replacement, restoration or operation of the Project, or any portion
         thereof. Without limiting the generality of the foregoing, Operating
         Expenses shall specifically include any and all of the following: (i)
         the cost of supplying all utilities, the cost of operating, repairing,
         painting, maintaining, renovating, modifying or retrofitting, removing
         and replacing the utility, telephone, intrabuilding cabling and wiring,
         mechanical (including the building's cooling system), sanitary, storm
         drainage, and elevator systems, and the cost of maintenance and service
         contracts in connection therewith; (ii) the cost of licenses,
         certificates, permits and inspections and the cost of contesting any
         governmental enactments or exactions which may affect Operating
         Expenses, and the costs incurred in connection with any
         governmentally-mandated transportation system management program or
         similar program; (iii) the cost of all insurance carried by Landlord in
         connection with the Project as reasonably determined by Landlord
         (including increased premiums resulting from terrorism coverage,
         catastrophic events and/or the management of environmental risks
         through insurance coverage, inspections and other means); (iv) the cost
         of landscaping, relamping, and all supplies, tools, equipment and
         materials used in the operation, repair and maintenance of the Project,
         or any portion thereof; (v) the cost of parking area repair,
         restoration, and maintenance; (vi) fees and other costs, including
         reasonable management fees, consulting fees, legal fees and accounting
         fees, of all contractors and consultants in connection with the
         management, operation, maintenance and repair of the Project; (vii)
         payments under any equipment rental agreements on equipment used in the
         maintenance and operation of the project and the fair and reasonable
         allocation of the fair rental value of any management office space;
         (viii) wages, salaries and other compensation, benefits and pension
         payments, including taxes levied thereon, of all persons engaged in the
         operation, maintenance and security of the Project; (ix) reasonable
         office expenses attributable to where the property management personnel
         are located; (x) operation, repair, maintenance and replacement of all
         systems and equipment and components thereof of the Project; (xi) the
         cost of janitorial, alarm, security and other services, replacement of
         wall and floor coverings, ceiling tiles and fixtures in common areas,
         maintenance and replacement of curbs and walkways, repair to roofs and
         re-roofing; (xii) amortization (including interest on the unamortized
         cost) over the useful life as Landlord shall reasonably determine, in
         accordance with GAAP of the cost of acquiring or the rental expense of
         personal property used in the maintenance, operation and repair of the
         Project, or any portion thereof; (xiii) the cost of capital
         improvements or other costs incurred in connection with the Project (A)
         which are intended to effect economies in the operation or maintenance
         of the Project, or any portion thereof, (B) that are required to comply
         with present or anticipated conservation programs, if any, (C) which
         are replacements or modifications of nonstructural items located in the
         Common Areas required to keep the Common Areas in good order or
         condition, or (D) that are required under any governmental law or
         regulation by a federal, state or local governmental agency, including
         but not limited to the Americans with Disabilities Act; provided,
         however, that any capital expenditure described in subparagraphs (A)
         through (D) shall be amortized (including interest on the amortized
         cost) over its useful life as Landlord shall reasonably determine in
         accordance with GAAP; (xiv) costs incurred (capital or otherwise) on a
         regular recurring basis every three (3) or more years for certain
         maintenance projects (e.g., parking lot slurry coat or replacement of
         lobby and elevator cab carpeting); (xv) costs of complying with laws


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         relating to Hazardous Material on the Project; and (xvi) costs, fees,
         charges or assessments imposed by, or resulting from any mandate
         imposed on Landlord by, any federal, state or local government for fire
         and police protection, trash removal, community services, or other
         services which do not constitute "Tax Expenses" as that term is defined
         in Section 4.2.5, below.

         If Landlord is not furnishing any particular work or service (the cost
         of which, if performed by Landlord, would be included in Operating
         Expenses) to a tenant who has undertaken to perform such work or
         service in lieu of the performance thereof by Landlord, Operating
         Expenses shall be deemed to be increased by an amount equal to the
         additional Operating Expenses which would reasonably have been incurred
         during such period by Landlord if it had at its own expense furnished
         such work or service to such tenant. If the Building is not at least
         ninety-five percent (95%) occupied during all or a portion of any
         Expense Year, Landlord shall make an appropriate adjustment to the
         components of Operating Expenses for such year to determine the amount
         of Operating Expenses that would have been paid had the Building been
         ninety-five percent (95%) occupied; and the amount so determined shall
         be deemed to have been the amount of Operating Expenses for such year.
         Operating Expenses for the Base Year shall not include market-wide
         labor-rate increases due to extraordinary circumstances, including, but
         not limited to, boycotts and strikes, and utility rate increases due to
         extraordinary circumstances including, but not limited to, conservation
         surcharges, boycotts, embargoes or other shortages, or amortized costs
         relating to capital improvements.

                  Notwithstanding anything to the contrary contained in the
         definition of Operating Expenses in Section 4.2.4 hereof, Operating
         Expenses shall not include:

                           (a) Any ground lease rent of any kind;

                           (b) Costs incurred by Landlord for the repair or
         restoration of the Project or any part thereof, due to damage or
         destruction to the extent such costs are covered by Landlord's
         insurance policy;

                           (c) Costs, including permit, license and inspection
         costs, incurred with respect to the installation of tenant improvements
         made for tenants in the Project or incurred in renovating or otherwise
         improving, decorating, painting or redecorating vacant space for Tenant
         or other occupants of the Project;

                           (d) Leasing commissions, attorneys' fees and other
         costs and expenses incurred in connection with negotiations or disputes
         with tenants or prospective tenants of the Project or litigation to
         collect rent from tenants of the Project; and

                           (e) Interest, principal, points, and fees on debt or
         amortization on any mortgage or mortgages or any other debt instrument
         encumbering the Project or any part thereof.

         4.2.5    TAXES.

                           (a) "Tax Expenses" shall mean all federal, state,
         county, or local governmental or municipal taxes, fees, charges or


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         other impositions of every kind and nature, whether general, special,
         ordinary or extraordinary (including, without limitation, real estate
         taxes, general and special assessments, transit taxes, leasehold taxes,
         personal property taxes imposed upon the fixtures, machinery,
         equipment, apparatus, systems and equipment, appurtenances, furniture
         and other personal property used in connection with the Project, or any
         portion thereof, which shall be paid or accrued during any Expense Year
         (without regard to any different fiscal year used by such governmental
         or municipal authority) because of or in connection with the ownership,
         leasing and operation of the Project, or any portion thereof.

                           (b) Tax Expenses shall include, without limitation:
         (i) Any tax on the rent, right to rent or other income from the
         Project, or any portion thereof, or as against the business of leasing
         the Project, or any portion thereof; (ii) any assessment, tax, fee,
         levy or charge in addition to, or in substitution, partially or
         totally, of any assessment, tax, fee, levy or charge previously
         included within the definition of real property tax, it being
         acknowledged by Tenant and Landlord that Proposition 13 was adopted by
         the voters of the State of California in the June 1978 election
         ("Proposition 13") and that assessments, taxes, fees, levies and
         charges may be imposed by governmental agencies for such services as
         fire protection, street, sidewalk and road maintenance, refuse removal
         and for other governmental services formerly provided without charge to
         property owners or occupants, and, in further recognition of the
         decrease in the level and quality of governmental services and
         amenities as a result of Proposition 13, Tax Expenses shall also
         include any governmental or private assessments or the Project's
         contribution towards a governmental or private cost-sharing agreement
         for the purpose of augmenting or improving the quality of services and
         amenities normally provided by governmental agencies; (iii) any
         assessment, tax, fee, levy, or, charge allocable to or measured by the
         area of the Premises or the Rent payable hereunder, including, without
         limitation, any business or gross income tax or excise tax with respect
         to the receipt of such rent, or upon or with respect to the possession,
         leasing, operating, management, maintenance, alteration, repair, use or
         occupancy by Tenant of the Premises, or any portion thereof; (iv) any
         assessment, tax, fee, levy or charge, upon this transaction or any
         document to which Tenant is a party, creating or transferring an
         interest or an estate in the Premises; and (v) all of the real estate
         taxes and assessments imposed upon or with respect to the Building.

                           (c) Any costs and expenses (including, without
         limitation, reasonable attorneys' fees) incurred in attempting to
         protest, reduce or minimize Tax Expenses shall be included in Tax
         Expenses in the Expense Year such expenses are paid. If Tax Expenses
         for any period during the Term or any extension thereof are increased
         after payment thereof for any reason, including, without limitation,
         error or reassessment by applicable governmental or municipal
         authorities, Tenant shall pay Landlord upon demand Tenant's Share of
         any such increased Tax Expenses included by Landlord as Building Tax
         Expenses pursuant to the terms of this Lease. Notwithstanding anything
         to the contrary contained in this Section 4.2.5, there shall be
         excluded from Tax Expenses (i) all excess profits taxes, franchise
         taxes, gift taxes, capital stock taxes, inheritance and succession
         taxes, estate taxes, federal and state income taxes, and other taxes to
         the extent applicable to Landlord's general or net income (as opposed
         to rents, receipts or income attributable to operations at the
         Project), (ii) any items included as Operating Expenses, and (iii) any
         items paid by Tenant under Section 4.5 of this Lease. Landlord shall be
         solely liable for tax penalties resulting from landlord's failure to
         make tax payments when due.

                           (d) If in any Expense Year subsequent to the Base
         Year (the "Adjustment Year"), the amount of Tax Expenses decreases
         below the amount of Tax Expenses for the Base Year, then for purposes
         of all subsequent Expense Years, including the Expense Year in which
         such decrease in Tax Expenses occurs, the Direct Expenses for the Base
         Year shall be decreased by an amount equal to such decrease in Tax
         Expenses in the Adjustment Year.

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<PAGE>
                  4.2.6 "Tenant's Share" shall mean the percentage set forth in
Section 6 of the Summary. Tenant's Share was calculated by multiplying the
number of rentable square feet of the Premises, as set forth in Section 2.2 of
the Summary, by 100, and dividing the product by the rentable square feet in the
Building. The rentable square feet in the Premises and Building is measured
using "BOMA" as a guideline, provided that the rentable square footage of the
Building shall include all of, and the rentable square footage of the Premises
therefore shall include a portion of, the square footage of the ground floor
common areas located within the Building and the common area and occupied space
of the portion of the Building or Project, dedicated to the service of the
Building. If either the rentable square feet of the Premises and/or the total
rentable square feet of the Building is remeasured, then Tenant's Share shall be
appropriately adjusted, and Tenant's Share for Expense Year in which such change
occurs shall be determined on the basis of the number of days during such
Expense Year that each such Tenant's Share was in effect. Landlord shall have
the option to modify the method of calculation of Tenant's Share to a
calculation based on the rentable square feet of the Premises and Building, so
long as the Tenant's Share hereunder is not increased thereby.

         4.3 [RESERVED].

         4.4 CALCULATION AND PAYMENT OF ADDITIONAL RENT. If for any Expense Year
ending or commencing within the Term, Tenant's Share of Direct Expenses for such
Expense Year exceeds Tenant's Share of Direct Expenses applicable to the Base
Year, then Tenant shall pay to Landlord, in the manner set forth in Section
4.4.1, below, and as Additional Rent, an amount equal to the excess (the
"Excess").

                  4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY
TENANT. Landlord shall endeavor to give to Tenant following the end of each
Expense Year, a statement (the "Statement") which shall state the Direct
Expenses incurred or accrued for such preceding Expense Year, and which shall
indicate the amount of the Excess. Upon receipt of the Statement for each
Expense Year commencing or ending during the Term, if an Excess is present,
Tenant shall pay, with its next installment of Base Rent due, the full amount of
the Excess for such Expense Year, less the amounts, if any, paid during such
Expense Year as "Estimated Excess," as that term is defined in Section 4.4.2,
below, and if Tenant paid more as Estimated Excess than the actual Excess,
Tenant shall receive a credit in the amount of Tenant's overpayment against Rent
next due under this Lease. The failure of Landlord to timely furnish the
Statement for any Expense Year shall not prejudice Landlord or Tenant from
enforcing its rights under this Article 4. Even though the Term has expired and
Tenant has vacated the Premises, when the final determination is made of
Tenant's Share of Direct Expenses for the Expense Year in which this Lease
terminates, if an Excess is present, Tenant shall immediately pay to Landlord
such amount, and if Tenant paid more as Estimated Excess than the actual Excess,
Landlord shall, within thirty (30) days, deliver a check payable to Tenant in
the amount of the overpayment. The provisions of this Section 4.4.1 shall
survive the expiration or earlier termination of the Term. Notwithstanding
anything to the contrary contained in this Section 4.4.1, Tenant shall have the
option to pay any Excess in equal installments over a three (3) month period,
commencing with the first payment when the next installment of Base Rent is due.

                  4.4.2 STATEMENT OF ESTIMATED DIRECT EXPENSES. In addition,
Landlord shall endeavor to give Tenant a yearly expense estimate statement (the
"Estimate Statement") which shall set forth Landlord's reasonable estimate (the
"Estimate") of what the total amount of Direct Expenses for the then-current
Expense Year shall be and the estimated excess (the "Estimated Excess") as
calculated by comparing the Direct Expenses for such Expense Year, which shall


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be based upon the Estimate, to the amount of Direct Expenses for the Base Year.
The failure of Landlord to timely furnish the Estimate Statement for any Expense
Year shall not preclude Landlord from enforcing its rights to collect any
Estimated Excess under this Article 4, nor shall Landlord be prohibited from
revising any Estimate Statement or Estimated Excess theretofore delivered to the
extent necessary. Thereafter, Tenant shall pay, with its next installment of
Base Rent due, a fraction of the Estimated Excess for the then-current Expense
Year (reduced by any amounts paid pursuant to the next to last sentence of this
Section 4.4.2). Such fraction shall have as its numerator the number of months
which have elapsed in such current Expense Year, including the month of such
payment, and twelve (12) as its denominator. Until a new Estimate Statement is
furnished (which Landlord shall have the right to deliver to Tenant at any
time), Tenant shall pay monthly, with the Base Rent, an amount equal to
one-twelfth (1/12) of the total Estimated Excess set forth in the previous
Estimate Statement delivered by Landlord to Tenant. Landlord shall maintain
books and records with respect to Direct Expenses in accordance with generally
accepted accounting and management practices, consistently applied.

         4.5 TAXES AND OTHER CHARGES FOR WHICH TENANT IS DIRECTLY RESPONSIBLE.

                  4.5.1 Tenant shall be liable for and shall pay ten (10) days
before delinquency, all taxes levied against Tenant's equipment, furniture,
fixtures and any other personal property located in or about the Premises. If
any such taxes on Tenant's equipment, furniture, fixtures and any other personal
property are levied against Landlord or Landlord's property or if the assessed
value of Landlord's property is increased by the inclusion therein of a value
placed upon such equipment, furniture, fixtures or any other personal property
and if Landlord pays the taxes based upon such increased assessment, which
Landlord shall have the right to do regardless of the validity thereof but only
under proper protest if requested by Tenant, Tenant shall, upon demand, repay to
Landlord the taxes so levied against Landlord or the proportion of such taxes
resulting from such increase in the assessment, as the case may be.

                  4.5.2 If the tenant improvements in the Premises, whether
installed and/or paid for by Landlord or Tenant and whether or not affixed to
the real property so as to become a part thereof, are assessed for real property
tax purposes at a valuation higher than the valuation at which tenant
improvements conforming to Landlord's "building standard" in other space in the
Building are assessed, then the Tax Expenses levied against Landlord or the
property by reason of such excess assessed valuation shall be deemed to be taxes
levied against personal property of Tenant and shall be governed by the
provisions of Section 4.5.1, above.

         5. USE OF PREMISES

         5.1 PERMITTED USE. Tenant shall use the Premises solely for the
Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or
permit the Premises or the Project to be used for any other purpose or purposes
whatsoever without the prior written consent of Landlord, which may be withheld
in Landlord's sole discretion.

         5.2 PROHIBITED USES. Tenant further covenants and agrees that Tenant
shall not use, or suffer or permit any person or persons to use, the Premises or
any part thereof for any use or purpose contrary to the provisions of the Rules
and Regulations set forth in Exhibit D, attached hereto, or in violation of the
laws of the United States of America, the State of California, or the
ordinances, regulations or requirements of the local municipal or county
governing body or other lawful authorities having jurisdiction over the Project.
Tenant shall not do or permit anything to be done in or about the Premises which
will in any way damage the reputation of the Project or obstruct or interfere
with the rights of other tenants or occupants of the Building, or injure or
annoy them or use or allow the Premises to be used for any improper, unlawful or


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<PAGE>

objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises. Tenant shall comply with all recorded covenants,
conditions, and restrictions now or hereafter affecting the Project.

         5.3 HAZARDOUS MATERIALS. Tenant shall not use or allow another person
or entity to use any part of the Premises for the storage, use, treatment,
manufacture or sale of "Hazardous Material," as that term is defined below. As
used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste which is or becomes regulated by any local
governmental authority, the state in which the Building is located or the United
States Government.

                  5.3.1 NOTICE. Tenant shall promptly notify Landlord of: (i)
any enforcement, cleanup or other regulatory action taken or threatened by any
governmental or regulatory authority with respect to the presence of any
Hazardous Material on the Premises or the migration thereof from or to other
property; (ii) any demands or claims made or threatened by any party against
Tenant or the Premises relating to any loss or injury resulting from any
Hazardous Material; (iii) any release, discharge or improper or unlawful
disposal or transportation of any Hazardous Material on or from the Premises;
and (iv) any matters where Tenant is required by law to give a notice to any
governmental or regulatory authority respecting any Hazardous Material on the
Premises. Landlord shall have the right (but not the obligation) to join and
participate, as a party, in any legal proceedings or actions affecting the
Premises initiated in connection with any environmental health or safety laws.
At such times as Landlord may reasonably request, Tenant shall provide Landlord
with a written list identifying any Hazardous Material then used, stored, or
maintained upon the Premises, the use and approximate quantity of each such
material, a copy of any material safety data sheet ("MSDS") issued by the
manufacturer therefor, written information concerning the removal,
transportation and disposal of the same, and such other information as Landlord
may reasonably require or as may be required by law.

                  5.3.2 TENANT COMPLIANCE ACTIONS. If any Hazardous Material is
released, discharged or disposed of by Tenant or any other occupant of the
Premises, or their employees agents or contractors, on or about the Premises or
Real Property in violation of the foregoing provisions, Tenant shall
immediately, properly and in compliance with applicable laws clean up and remove
the Hazardous Material from the Premises and any other affected property and
clean or replace any affected personal property (whether or not owned by
Landlord), at Tenant's expense. Such clean up and removal work shall be subject
to Landlord's prior written approval (except in emergencies), and shall include,
without limitation, any testing, investigation, and the preparation and
implementation of any remedial action plan required by any governmental body
having jurisdiction or reasonably required by Landlord. If Tenant shall fail to
comply with the provisions of this Section 5.3.2 within five (5) days after
written notice by Landlord, or such shorter time as may be required by law or in
order to minimize any hazard to persons or property, Landlord may (but shall not
be obligated to) arrange for such compliance directly or as Tenant's agent
through contractors or other parties selected by Landlord, at Tenant's expense
(without limiting Landlord's other remedies under this Lease or applicable law).
Without limitation of the foregoing, Tenant shall indemnify and hold Landlord
and its present and future partners, beneficiaries, trustees, officers,
directors, employees, shareholders, principals, agents affiliates, successors
and assigns, harmless from and against any claims, liabilities, judgments,
losses, expenses or costs (including attorneys' fees and costs) arising out of
any breach or violation by Tenant of this Article 5.

                                       14
<PAGE>
         6. SERVICES AND UTILITIES

         6.1 STANDARD TENANT SERVICES. Landlord shall provide the following
services on all days (unless otherwise stated below) during the Term. Landlord
reserves the right to adopt nondiscriminatory modifications and additions to
this Article 6.

         6.2 Subject to limitations imposed by all governmental rules,
regulations and guidelines applicable thereto, Landlord shall provide heating
and air conditioning ("HVAC") when necessary for normal comfort for normal
office use in the Premises from 8:00 A.M. to 6:00 P.M. Monday through Friday,
and on Saturdays from 9:00 A.M. to 12:00 P.M. (collectively, the "Building
Hours"), except for the date of observation of New Years Day, President's Day,
Independence Day, Labor Day, Memorial Day, Thanksgiving Day, Christmas Day and,
at Landlord's discretion, other locally or nationally recognized holidays which
are observed by other Comparable Buildings (collectively, the "Holidays").

         6.3 Landlord shall provide adequate electrical wiring and facilities
for connection to Tenant's lighting fixtures and incidental use equipment,
provided that (i) the connected electrical load of the incidental use equipment
does not exceed an average of three (3) watts per usable square foot of the
Premises during the Building Hours on a monthly basis, and the electricity so
furnished for incidental use equipment will be at a nominal one hundred twenty
(120) volts and no electrical circuit for the supply of such incidental use
equipment will require a current capacity exceeding twenty (20) amperes, and
(ii) the connected electrical load of Tenant's lighting fixtures does not exceed
an average of one (1) watt per usable square foot of the Premises during the
Building Hours on a monthly basis, and the electricity so furnished for Tenant's
lighting will be at a nominal one hundred twenty (120) volts, which electrical
usage shall be subject to applicable laws and regulations, including Title 24.
Tenant shall bear the cost of replacement of lamps, starters and ballasts for
non-Building standard lighting fixtures within the Premises.

                  6.3.1 Landlord shall provide city water from the regular
Building outlets for drinking, lavatory and toilet purposes in the Common Areas.

                  6.3.2 Landlord shall provide janitorial services to the
Premises five (5) days per week in and about the Premises, except on the date of
observation of the Holidays.

                  6.3.3 Landlord shall provide nonexclusive, non-attended
automatic passenger elevator service during the Building Hours.

                  6.3.4 Subject to factors outside Landlord's control, Tenant
shall have access to the Premises, the Building and the parking facilities 24
hours per day, 7 days per week, 52 weeks per year.

                  Tenant shall cooperate fully with Landlord at all times and
abide by all regulations and requirements that Landlord may reasonably prescribe
for the proper functioning and protection of the HVAC, electrical, mechanical
and plumbing systems.

         6.4 OVERSTANDARD TENANT USE. Tenant shall not, without Landlord's prior
written consent, use machines other than normal fractional horsepower office
machines, or equipment or lighting other than Building standard lights in the
Premises, which may affect the temperature otherwise maintained by the air
conditioning system or increase the water normally furnished for the Premises by
Landlord pursuant to the terms of this Article 6. If Tenant uses water,
electricity, or air conditioning in excess of that supplied by Landlord pursuant


                                       15
<PAGE>

to this Article 6, Tenant shall pay to Landlord, upon billing, the actual cost
of such excess consumption, the cost of the installation, operation, and
maintenance of equipment which is installed in order to supply such excess
consumption, and the cost of the increased wear and tear on existing equipment
caused by such excess consumption; and Landlord may install devices to
separately meter any increased use and in such event Tenant shall pay the
increased cost directly to Landlord, on demand, at the rates charged by the
public utility company furnishing the same, including the actual cost of such
additional metering devices. Tenant's use of electricity shall never exceed the
capacity of the feeders to the Project or the risers or wiring installation,
subject to the terms of this Article 6. If Tenant desires to use HVAC during
hours other than those for which Landlord is obligated to supply such utilities
pursuant to the terms of this Article 6, Tenant shall give Landlord such prior
notice, if any, as Landlord shall from time to time establish as appropriate, of
Tenant's desired use in order to supply such utilities, and Landlord shall
supply such utilities to Tenant at prevailing rates (which shall be treated as
Additional Rent) as Landlord shall from time to time establish.

         6.5 INTERRUPTION OF USE. Tenant agrees that Landlord shall not be
liable for damages, by abatement of Rent or otherwise, for failure to furnish or
delay in furnishing any service (including telephone and telecommunication
services), or for any diminution in the quality or quantity thereof, when such
failure or delay or diminution is occasioned, in whole or in part, by breakage,
repairs, replacements, or improvements, by any strike, lockout or other labor
trouble, by inability to secure electricity, gas, water, or other fuel at the
Building or Project after reasonable effort to do so, by any riot or other
dangerous condition, emergency, accident or casualty whatsoever, by act or
default of Tenant or other parties, or by any other cause; and such failures or
delays or diminution shall never be deemed to constitute an eviction or
disturbance of Tenant's use and possession of the Premises or relieve Tenant
from paying Rent or performing any of its obligations under this Lease.
Furthermore Landlord shall not be liable under any circumstances for a loss of,
or injury to, property or for injury to, or interference with, Tenant's
business, including, without limitation, loss of profits, however occurring,
through or in connection with or incidental to a failure to furnish any of the
services or utilities as set forth in this Article 6.

         6.6 RENT ABATEMENT. If Landlord fails to perform the obligations
required of Landlord under the terms of this Lease and such failure causes all
or a portion of the Premises to be untenantable and unusable by Tenant and such
failure relates to the nonfunctioning of the HVAC system in the Premises, the
electricity in the Premises, the nonfunctioning of the elevator service to the
Premises, or a failure to provide access to the Premises, Tenant shall give
Landlord notice (the "Initial Notice"), specifying such failure to perform by
Landlord (the "Landlord Default"). If Landlord has not cured such Landlord
Default within five (5) business days after the receipt of the Initial Notice
(the "Eligibility Period"). Tenant may deliver an additional notice to Landlord
(the "Additional Notice"), specifying such Landlord Default and Tenant's
intention to abate the payment of Rent under this Lease. If Landlord does not
cure such Landlord Default within five (5) business days of receipt of the
Additional Notice, Tenant may, upon written notice to Landlord, immediately
abate Rent payable under this Lease for that portion of the Premises rendered
untenantable and not used by Tenant, for the period beginning on the date five
(5) business days after the Initial Notice to the earlier of the date Landlord
cures such Landlord Default or the date Tenant recommences the use of such
portion of the Premises. Such right to abate Rent shall be Tenant's sole and
exclusive remedy at law or in equity for a Landlord Default. Except as provided
in this Section 6.6, nothing contained herein shall be interpreted to mean that
Tenant is excused from paying Rent due hereunder.

                                       16
<PAGE>
         7. REPAIRS

         Tenant shall, at Tenant's own expense, keep the Premises, including
without limitation the maintenance and repair of all glass panels and
partitions, interior lavatories, showers, toilets, basins, kitchen facilities,
kitchen appliances and HVAC systems including each of their respective
mechanical, plumbing and electrical connections (whether such systems or
facilities are fully contained in the Premises, or exist outside the Premises,
but were fully installed or are maintained to exclusively serve the Premises),
including all non-structural improvements, fixtures and furnishings therein, and
the floor or floors of the Building on which the Premises are located, in good
order, repair and condition, including any removal of Hazardous Material, if
any, associated with such repairs, however, ordinary wear and tear during the
Term shall be excepted. In addition, Tenant shall, at Tenant's own expense, but
under the supervision and subject to the prior approval of Landlord, and within
any reasonable period of time specified by Landlord, promptly and adequately
repair all damage to the Premises and replace or repair all damaged, broken, or
worn fixtures and appurtenances, except for damage caused by ordinary wear and
tear or beyond the reasonable control of Tenant; provided, however, that at
Landlord's option, or if Tenant fails to make such repairs, Landlord may, but
need not, make such repairs and replacements, and Tenant shall pay Landlord the
cost thereof, including a percentage of the cost thereof (to be uniformly
established for the Building and/or the Project) sufficient to reimburse
Landlord for all overhead, general conditions, fees and other costs or expenses
arising from Landlord's involvement with such repairs and replacements,
forthwith upon being billed for same. Landlord shall not be liable for damage
that may be sustained by the person, goods, wares, merchandise or property of
Tenant, its employees, invitees, customers, agents, or contractors, or any other
person in, on or about the Premises directly or indirectly caused by or
resulting from any cause whatsoever, including, but not limited to, fire, steam,
electricity, gas, water, or rain which may leak or flow from or into any part of
the Premises, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning, light
fixtures, or mechanical or electrical systems, or from intrabuilding cabling or
wiring, whether such damage or injury results from conditions arising upon the
Premises or upon other portions of the Project or from other sources or places
and regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Tenant. Notwithstanding the foregoing,
Landlord shall be responsible for repairs to the exterior walls, foundation and
roof of the Building, the structural portions of the floors of the Building, and
the systems and of the Building, except to the extent that such repairs are
required due to the negligence or willful misconduct of Tenant; provided,
however, that if such repairs are due to the negligence or willful misconduct of
Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or,
if covered by Landlord's insurance, Tenant shall only be obligated to pay any
deductible in connection therewith. Landlord may, but shall not be required to,
enter the Premises at all reasonable times to make such repairs, alterations,
improvements or additions to the Premises or to the Project or to any equipment
located in the Project as Landlord shall desire or deem necessary or as Landlord
may be required to do by governmental or quasi-governmental authority or court
order or decree. Tenant hereby waives any and all rights under and benefits of
subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil
Code or under any similar law, statute, or ordinance now or hereafter in effect.

         8. ADDITIONS AND ALTERATIONS

         8.1 LANDLORD'S CONSENT TO ALTERATIONS. Tenant may not make any
improvements, alterations, additions or changes to the Premises or any
mechanical, plumbing or HVAC facilities or systems pertaining to the Premises
(collectively, the "Alterations") without first procuring the prior written

                                       17
<PAGE>

consent of Landlord to such Alterations, which consent shall be requested by
Tenant not less than fifteen (15) days prior to the commencement thereof, and
which consent shall not be unreasonably withheld by Landlord, provided it shall
be deemed reasonable for Landlord to withhold its consent to any Alteration
which adversely affects the structural portions or the systems or equipment of
the Building, is visible from outside the Premises or requires other
alterations, additions or improvements to the Premises or Common Areas in order
to comply with applicable laws (including, without limitation, Hazardous
Material and the Americans with Disabilities Act). Notwithstanding the
foregoing, Tenant shall be permitted to make Alterations following ten (10)
business days notice to Landlord, but without Landlord's prior consent, to the
extent that such Alterations are decorative only (i.e., installation of
carpeting or painting of the Premises). The construction of the initial
improvements to the Premises shall be governed by the terms of the Tenant Work
Letter and not the terms of this Article 8.

         8.2 MANNER OF CONSTRUCTION. Landlord may impose, as a condition of its
consent to any and all Alterations or repairs of the Premises or about the
Premises, such requirements as Landlord in its sole discretion may deem
desirable, including, but not limited to, the requirement that Tenant utilize
for such purposes only contractors, subcontractors, materials, mechanics and
materialmen selected by Tenant from a list provided and approved by Landlord,
and the requirement that upon Landlord's request, Tenant shall, at Tenant's
expense, remove such Alterations upon the expiration or any early termination of
the Term. Tenant shall construct such Alterations and perform such repairs in a
good and workmanlike manner, in conformance with any and all applicable federal,
state, county or municipal laws, rules and regulations and pursuant to a valid
building permit, issued by the City of Los Angeles, all in conformance with
Landlord's construction rules and regulations. If Tenant performs any
Alterations in the Premises which require or give rise to governmentally
required changes to the "Base Building," as that term is defined below, then
Landlord shall, at Tenant's expense, make such changes to the Base Building. The
"Base Building" shall include the structural portions of the Building, and the
public restrooms and the systems and equipment located in the internal core of
the Building on the floor or floors on which the Premises are located. In
performing the work of any such Alterations, Tenant shall have the work
performed in such manner so as not to obstruct access to the Project or any
portion thereof, by any other tenant of the Project, and so as not to obstruct
the business of Landlord or other tenants in the Project. Tenant shall not use
(and upon notice from Landlord shall cease using) contractors, services,
workmen, labor, materials or equipment that, in Landlord's reasonable judgment,
would disturb labor harmony with the workforce or trades engaged in performing
other work, labor or services in or about the Building or the Common Areas. In
addition to Tenant's obligations under Article 9 of this Lease, upon completion
of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded
in the office of the Recorder of the County of Los Angeles in accordance with
Section 3093 of the California Civil Code or any successor statute, and Tenant
shall deliver to the Project management office a reproducible copy of the "as
built" drawings of the Alterations as well as all permits, approvals and other
documents issued by any governmental agency in connection with the Alterations.

         8.3 PAYMENT FOR IMPROVEMENTS. If payment is made directly to
contractors, Tenant shall comply with Landlord's requirements for final lien
releases and waivers in connection with Tenant's payment for work to
contractors. If Tenant orders any work directly from Landlord, Tenant shall pay
to Landlord a percentage of the cost of such work sufficient to compensate
Landlord for all overhead, general conditions, fees and other costs and expenses
arising from Landlord's involvement with such work. If Tenant does not order any
work directly from Landlord, Tenant shall reimburse Landlord for Landlord's
reasonable, actual, out-of-pocket costs and expenses actually incurred in
connection with Landlord's review of such work.

                                       18
<PAGE>

         8.4 CONSTRUCTION INSURANCE. In addition to the requirements of Article
10 of this Lease, if Tenant makes any Alterations, prior to the commencement of
such Alterations, then Tenant shall provide Landlord with evidence that Tenant
carries insurance in an amount approved by Landlord covering the construction of
such Alterations, and such other insurance as Landlord may require, it being
understood and agreed that all of such Alterations shall be insured by Tenant
pursuant to Article 10 of this Lease immediately upon completion thereof. In
addition, Landlord may, in its discretion, require Tenant to obtain a lien and
completion bond or some alternate form of security satisfactory to Landlord in
an amount sufficient to ensure the lien-free completion of such Alterations and
naming Landlord as a co-obligee.

         8.5 LANDLORD'S PROPERTY. All Alterations, improvements, fixtures,
equipment, leasehold improvements and/or appurtenances which may be installed or
placed in or about the Premises, from time to time, shall be at the sole cost of
Tenant and shall be and become the property of Landlord. Such alterations,
improvements, fixtures, equipment, leasehold improvements, and/or appurtenances
shall include but not be limited to: all floor coverings, drapes, paneling,
built-in cabinetry, molding, doors, vaults (including vault doors), plumbing
systems, security systems, electrical systems, lighting systems, silencing
equipment, communication systems, all fixtures and outlets for the systems
mentioned above and for all telephone, radio, telegraph and television purposes,
and any special flooring or ceiling installations. Notwithstanding the forgoing,
Tenant may remove any Alterations, improvements, and/or equipment which Tenant
can substantiate to Landlord have not been paid for with any Tenant improvement
allowance funds provided to Tenant by Landlord, provided Tenant repairs any
damage to the Premises and Building caused by such removal and returns the
affected portion of the Premises to a building standard tenant improved
condition as determined by Landlord. Furthermore, if Landlord, as a condition to
Landlord's consent to any Alteration, requires that Tenant remove any Alteration
upon the expiration or early termination of the Term, Landlord may, by written
notice to Tenant prior to the end of the Term, or given following any earlier
termination of this Lease, require Tenant, at Tenant's expense, to remove such
Alterations and to repair any damage to the Premises and Building caused by such
removal and returns the affected portion of the Premises to a building standard
tenant improved condition as determined by Landlord. If Tenant fails to complete
such removal and/or to repair any damage caused by the removal of any
Alterations and returns the affected portion of the Premises to a building
standard tenant improved condition as determined by Landlord, Landlord may do so
and may charge the cost thereof to Tenant. Tenant hereby protects, defends,
indemnities and holds Landlord harmless from any liability, cost, obligation,
expense or claim of lien in any manner relating to the installation, placement,
removal or financing of any such Alterations, improvements, fixtures and/or
equipment in, on or about the Premises, which obligations of Tenant shall
survive the expiration or earlier termination of this Lease.

         9. COVENANT AGAINST LIENS

         Tenant shall keep the Project and Premises free from any liens or
encumbrances arising out of the work performed, materials furnished or
obligations incurred by or on behalf of Tenant, and shall protect, defend,
indemnify and hold Landlord harmless from and against any claims, liabilities,
judgments or costs (including, without limitation, reasonable attorneys' fees
and costs) arising out of same or in connection therewith. Tenant shall give
Landlord notice at least twenty (20) days prior to the commencement of any such
work on the Premises (or such additional time as may be necessary under
applicable laws) to afford Landlord the opportunity of posting and recording
appropriate notices of non-responsibility. Tenant shall remove any such lien or
encumbrance by bond or otherwise within five (5) business days after notice by
Landlord, and if Tenant shall fail to do so, Landlord may pay the amount
necessary to remove such lien or encumbrance, without being responsible for
investigating the validity thereof. The amount so paid shall be deemed
Additional Rent under this Lease payable upon demand, without limitation as to
other remedies available to Landlord under this Lease. Nothing contained in this
Lease shall authorize Tenant to do any act which shall subject Landlord's title
to the Building or Premises to any liens or encumbrances whether claimed by


                                       19
<PAGE>

operation of law or express or implied contract. Any claim to a lien or
encumbrance upon the Building or Premises arising in connection with any such
work or respecting the Premises not performed by or at the request of Landlord
shall be null and void, or at Landlord's option shall attach only against
Tenant's interest in the Premises and shall in all respects be subordinate to
Landlord's title to the Project, Building and Premises.

         10. INSURANCE

         10.1 INDEMNIFICATION AND WAIVER. Tenant hereby assumes all risk of
damage to property or injury to persons in, upon or about the Premises from any
cause whatsoever, including, but not limited to, fire, steam, electricity, gas,
water, or rain which may leak or flow from or into any part of the Premises, or
from the breakage, leakage, obstruction or other defects of the pipes,
sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or
mechanical or electrical systems, or from intrabuilding cabling or wiring and
agrees that Landlord, its members and owners, and their respective trustees,
officers, agents, beneficiaries, servants, employees, and independent
contractors (collectively, "Landlord Parties") shall not be liable for, and are
hereby released from any responsibility for, any damage either to person or
property or resulting from the loss of use thereof, which damage is sustained by
Tenant or by other persons. Tenant shall indemnify, defend, protect, and hold
harmless the Landlord Parties from any and all loss, cost, damage, expense and
liability (including without limitation court costs and reasonable attorneys'
fees) incurred in connection with or arising from any cause in, on or about the
Premises, any acts, omissions or negligence of Tenant or of any person claiming
by, through or under Tenant, or of the contractors, agents, servants, employees,
invitees, guests or licensees of Tenant or any such person, in, on or about the
Project or any breach of the terms of this Lease, either prior to, during, or
after the expiration of the Term, provided that the terms of the foregoing
indemnity shall not apply to the sole negligence or willful misconduct of
Landlord. Should Landlord be named as a defendant in any suit brought against
Tenant in connection with or arising out of Tenant's occupancy of the Premises,
Tenant shall pay to Landlord its costs and expenses incurred in such suit,
including without limitation, its reasonable actual professional fees such as
appraisers', accountants' and attorneys' fees. The provisions of this Section
10.1 shall survive the expiration or sooner termination of this Lease with
respect to any claims or liability arising in connection with any event
occurring prior to such expiration or termination.

         10.2 TENANT'S COMPLIANCE WITH LANDLORD'S FIRE AND CASUALTY INSURANCE.
Tenant shall, at Tenant's expense, comply with all insurance company
requirements pertaining to the use of the Premises. If Tenant's conduct or use
of the Premises causes any increase in the premium for such insurance policies
then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant's
expense, shall comply with all rules, orders, regulations or requirements of the
American Insurance Association (formerly the National Board of Fire
Underwriters) and with any similar body.

         10.3 TENANT'S INSURANCE. Tenant shall maintain the following coverages
in the following amounts.

                  10.3.1 Commercial General Liability Insurance covering the
insured against claims of bodily injury, personal injury and property damage
(including loss of use thereof) arising out of Tenant's operations, and
contractual liabilities (covering the performance by Tenant of its indemnity
agreements) including a Broad Form endorsement covering the insuring provisions
of this Lease and the performance by Tenant of the indemnity agreements set
forth in Section 10.1 of this Lease, for limits of liability not less than:

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<PAGE>

         Bodily Injury and                           $1,000,000 each occurrence
         Property Damage Liability                   $2,000,000 annual aggregate

         Personal Injury Liability                   $1,000,000 each occurrence
                                                     $2,000,000 annual aggregate

                  10.3.2 Physical Damage Insurance covering (i) all office
furniture, business and trade fixtures, office equipment, free-standing cabinet
work, movable partitions, merchandise and all other items of Tenant's property
on the Premises installed by, for, or at the expense of Tenant, (ii) the Tenant
Improvements, and any other improvements which exist in the Premises as of the
Lease Commencement Date (excluding the Base Building) (the "Original
Improvements"), and (iii) all other improvements, alterations and additions to
the Premises. Such insurance shall be written on an "all risks" of physical loss
or damage basis, for the full replacement cost value (subject to reasonable
deductible amounts) new without deduction for depreciation of the covered items
and in amounts that meet any co-insurance clauses of the policies of insurance
and shall include coverage for damage or other loss caused by fire or other
peril including, but not limited to, vandalism and malicious mischief, theft,
water damage of any type, including sprinkler leakage, bursting or stoppage of
pipes, and explosion, and providing business interruption coverage for a period
of one year.

                  10.3.3 Worker's Compensation and Employer's Liability or other
similar insurance pursuant to all applicable state and local statutes and
regulations.

         10.4 FORM OF POLICIES. The minimum limits of policies of insurance
required of Tenant under this Lease shall in no event limit the liability of
Tenant under this Lease. Such insurance shall (i) name Landlord, and any other
party the Landlord so specifies, as an additional insured, including Landlord's
managing agent, if any; (ii) specifically cover the liability assumed by Tenant
under this Lease, including, but not limited to, Tenant's obligations under
Section 10.1 of this Lease; (iii) be issued by an insurance company having a
rating of not less than A-X in Best's Insurance Guide or which is otherwise
acceptable to Landlord and licensed to do business in the State of California;
(iv) be primary insurance as to all claims thereunder and provide that any
insurance carried by Landlord is excess and is non-contributing with any
insurance requirement of Tenant; (v) be in form and content reasonably
acceptable to Landlord; and (vi) provide that said insurance shall not be
canceled or coverage changed unless thirty (30) days' prior written notice shall
have been given to Landlord and any mortgagee of Landlord. Tenant shall deliver
said policy or policies or certificates thereof to Landlord on or before the
Lease Commencement Date and at least thirty (30) days before the expiration
dates thereof. The commercial general liability policy maintained by Tenant
shall name by endorsement, Landlord and Landlord's manager as additional insured
with a properly executed "Form B-2010, 1985 Edition" endorsement or equivalent.
If Tenant shall fail to procure such insurance, or to deliver such policies or
certificate, Landlord may, at its option, procure such policies for the account
of Tenant, and the cost thereof shall be paid to Landlord within five (5) days
after delivery to Tenant of bills therefor.

         10.5 SUBROGATION. Landlord and Tenant intend that their respective
property loss risks shall be borne by reasonable insurance carriers to the
extent above provided, and Landlord and Tenant hereby agree to look solely to,
and seek recovery only from, their respective insurance carriers if a property
loss occurs to the extent that such coverage is agreed to be provided hereunder.
The parties each hereby waive all rights and claims against each other for such
losses, and waive all rights of subrogation of their respective insurers,
provided such waiver of subrogation shall not affect the right to the insured to
recover thereunder. The parties agree that their respective insurance policies


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<PAGE>

are now, or shall be, endorsed such that the waiver of subrogation shall not
affect the right of the insured to recover thereunder, so long as no material
additional premium is charged therefor.

         10.6 ADDITIONAL INSURANCE OBLIGATIONS. Tenant shall carry and maintain
during the entire Lease Term, at Tenant's sole cost and expense, increased
amounts of the insurance required to be carried by Tenant pursuant to this
Article 10 and such other reasonable types of insurance coverage and in such
reasonable amounts covering the Premises and Tenant's operations therein, as may
be reasonably requested by Landlord.

         11. DAMAGE AND DESTRUCTION

         11.1 REPAIR OF DAMAGE TO PREMISES BY LANDLORD. Tenant shall promptly
notify Landlord of any damage to the Premises resulting from fire or any other
casualty. If the Premises or any Common Areas serving or providing access to the
Premises shall be damaged by fire or other casualty, Landlord shall promptly and
diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, but in no event more than 180 days
after the date of the casualty and subject to all other terms of this Article
11, restore the Base Building and such Common Areas. Such restoration shall be
to substantially the same condition of the Base Building and the Common Areas
prior to the casualty, except for modifications required by zoning and building
codes and other laws or by the holder of a mortgage on the Building or Project
or any other modifications to the Common Areas deemed desirable by Landlord,
provided that access to the Premises and any common restrooms serving the
Premises shall not be materially impaired. Upon the occurrence of any damage to
the Premises, Tenant shall assign to Landlord (or to any party designated by
Landlord) all insurance proceeds payable to Tenant under Tenant's insurance
required under Section 10.3 of this Lease, and Landlord shall repair any injury
or damage to the Tenant Improvements and the Original Improvements installed in
the Premises and shall return such Tenant Improvements and Original Improvements
to their original condition; provided that if the cost of such repair by
Landlord exceeds the amount of insurance proceeds received by Landlord from
Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs
shall be paid by Tenant to Landlord prior to Landlord's commencement of repair
of the damage. Landlord shall not be liable for any inconvenience or annoyance
to Tenant or its visitors, or injury to Tenant's business resulting in any way
from such damage or the repair thereof; provided however, that if such fire or
other casualty shall have damaged the Premises or Common Areas necessary to
Tenant's occupancy, and the Premises are not occupied by Tenant as a result
thereof, then during the time and to the extent the Premises are unfit for
occupancy, the Rent shall be abated in proportion to the ratio that the amount
of rentable square feet of the Premises which is unfit for occupancy for the
purposes permitted under this Lease bears to the total rentable square feet of
the Premises; provided further, however, that if the damage or destruction
occurs as a result of the negligence or willful misconduct of Tenant or any of
its agents, employees, contractors, invitees or guests, Tenant shall be
responsible for any reasonable, applicable insurance deductible (which shall be
payable to Landlord upon demand), and there shall be no abatement of Rent.

         11.2 LANDLORD'S OPTION TO REPAIR. Notwithstanding the terms of Section
11.1 of this Lease, Landlord may elect not to rebuild and/or restore the
Premises, Building and/or Project, and instead terminate this Lease, by
notifying Tenant in writing of such termination within ninety (90) days after
the date of damage, such notice to include a termination date giving Tenant
sixty (60) days to vacate the Premises, but Landlord may so elect only if the
Building or Project shall be damaged by fire or other casualty or cause, whether
or not the Premises are affected, and one or more of the following conditions is
present: (i) in Landlord's reasonable judgment, repairs cannot reasonably be
completed within ninety (90) days after the date of damage (when such repairs
are made without the payment of overtime or other premiums); (ii) the holder of
any mortgage on the Building or Project or ground lessor with respect to the


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<PAGE>

Building or Project shall require that the insurance proceeds or any portion
thereof be used to retire the mortgage debt, or shall terminate the ground
lease, as the case may be; (iii) the damage is not at least ninety percent (90%)
covered, except for deductible amounts, by Landlord's insurance policies; (iv)
Landlord decides to rebuild the Building or Common Areas so that they will be
substantially different structurally or architecturally; or (v) the damage
occurs during the last six (6) months of the Term.

         11.3 WAIVER OF STATUTORY PROVISIONS. The provisions of this Lease,
including this Article 11, constitute an express agreement between Landlord and
Tenant with respect to any and all damage to, or destruction of, all or any part
of the Premises, the Building or the Project, and any statute or regulation of
the State of California, including, without limitation, Sections 1932(2) and
1933(4) of the California Civil Code, with respect to any rights or obligations
concerning damage or destruction in the absence of an express agreement between
the parties, and any other statute or regulation, now or hereafter in effect,
shall have no application to this Lease or any damage or destruction to all or
any part of the Premises, the Building or the Project.

         12. NONWAIVER

         No provision of this Lease shall be deemed waived by either party
hereto unless expressly waived in a writing signed thereby. The waiver by either
party hereto of any breach of any term, covenant or condition herein contained
shall not be deemed to be a waiver of any subsequent breach of same or any other
term, covenant or condition herein contained. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular Rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be
deemed a waiver of Landlord's right to receive the full amount due, nor shall
any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the full amount due. No receipt of monies by Landlord from Tenant after the
termination of this Lease shall in any way alter the length of the Term or of
Tenant's right of possession hereunder, or after the giving of any notice shall
reinstate, continue or extend the Term or affect any notice given Tenant prior
to the receipt of such monies, it being agreed that after the service of notice
or the commencement of a suit, or after final judgment for possession of the
Premises, Landlord may receive and collect any Rent due, and the payment of said
Rent shall not waive or affect said notice, suit or judgment.

         13. CONDEMNATION

         If the whole or any part of the Premises, Building or Project shall be
taken by power of eminent domain or condemned by any competent authority for any
public or quasi-public use or purpose, or if any adjacent property or street
shall be so taken or condemned, or reconfigured or vacated by such authority in
such manner as to require the use, reconstruction or remodeling of any part of
the Premises, Building or Project, or if Landlord shall grant a deed or other
instrument in lieu of such taking by eminent domain or condemnation, Landlord
shall have the option to terminate this Lease effective as of the date
possession is required to be surrendered to the authority. If more than
twenty-five percent (25%) of the rentable square feet of the Premises is taken,


                                       23
<PAGE>

or if access to the Premises is substantially impaired, in each case for a
period in excess of one hundred and eighty (180) days, Tenant shall have the
option to terminate this Lease effective as of date possession is required to be
surrendered to the authority. Tenant shall not, because of such taking, assert
any claim against Landlord or the authority for any compensation because of such
taking and Landlord shall be entitled to the entire award or payment in
connection therewith, except that Tenant shall have the right to file any
separate claim available to Tenant for any taking of Tenant's personal property
and fixtures belonging to Tenant and removable by Tenant upon expiration of the
Term pursuant to the terms of this Lease, and for moving expenses, so long as
such claims do not diminish the award available to Landlord, its ground lessor
with respect to the Building or Project or its mortgagee, and such claim is
payable separately to Tenant. All Rent shall be apportioned as of the date of
such termination. If any part of the Premises shall be taken, and this Lease
shall not be so terminated, the Rent shall be proportionately abated. Tenant
hereby waives any and all rights it might otherwise have pursuant to Section
1265.130 of the California Code of Civil Procedure. Notwithstanding anything to
the contrary contained in this Article 13, if there occurs a temporary taking of
all or any portion of the Premises for a period of one hundred and eighty (180)
days or less, then this Lease shall not terminate but the Base Rent and the
Additional Rent shall be abated for the period of such taking in proportion to
the ratio that the amount of rentable square feet of the Premises taken bears to
the total rentable square feet of the Premises. Landlord shall be entitled to
receive the entire award made in connection with any such temporary taking.

         14. ASSIGNMENT AND SUBLETTING

         14.1 TRANSFERS. Tenant shall not, without the prior written consent of
Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach to, or otherwise transfer, this Lease or any interest hereunder, permit
any assignment, or other transfer of this Lease or any interest hereunder by
operation of law, sublet the Premises or any part thereof, or enter into any
license or concession agreements or otherwise permit the occupancy or use of the
Premises or any part thereof by any persons other than Tenant and its employees
and contractors (all of the foregoing are hereinafter sometimes referred to
collectively as "Transfers" and any person to whom any Transfer is made or
sought to be made is hereinafter sometimes referred to as a "Transferee"). If
Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord
in writing, which notice (the "Transfer Notice") shall include (i) the proposed
effective date of the Transfer, which shall not be less than thirty (30) days
nor more than one hundred eighty (180) days after the date of delivery of the
Transfer Notice, (ii) a description of the portion of the Premises to be
transferred (the "Subject Space"), (iii) all of the terms of the proposed
Transfer and the consideration therefor, including calculation of the "Transfer
Premium", as that term is defined in Section 14.3 below, in connection with such
Transfer, the name and address of the proposed Transferee, and a copy of all
existing executed and/or proposed documentation pertaining to the proposed
Transfer, including all existing operative documents to be executed to evidence
such Transfer or the agreements incidental or related to such Transfer, provided
that Landlord shall have the right to require Tenant to utilize Landlord's
standard Transfer documents in connection with the documentation of such
Transfer and (iv) current financial statements of the proposed Transferee
certified by an officer, partner or owner thereof, business credit and personal
references and history of the proposed Transferee and any other information
reasonably required by Landlord which will enable Landlord to determine the
financial responsibility, character, and reputation of the proposed Transferee,
nature of such Transferee's business and proposed use of the Subject Space. Any
Transfer made without Landlord's prior written consent shall, at Landlord's
option, be null, void and of no effect, and shall, at Landlord's option,
constitute a default by Tenant under this Lease. Whether or not Landlord
consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review
and processing fees, as well as any reasonable professional fees (including,
without limitation, attorneys', accountants', architects', engineers' and
consultants' fees) incurred by Landlord, within thirty (30) days after written
request by Landlord, which the parties hereby stipulate to be $2,500, unless
Landlord provides to Tenant evidence that Landlord has incurred greater costs in
connection with the proposed Transfer.

                                       24
<PAGE>

         14.2 LANDLORD'S CONSENT. Landlord shall not unreasonably withhold or
delay its consent or set additional conditions to any proposed Transfer of the
Subject Space to the Transferee on the terms specified in the Transfer Notice.
Without limitation as to other reasonable grounds for withholding consent, the
parties hereby agree that it shall be reasonable under this Lease and under any
applicable law for Landlord to withhold consent to any proposed Transfer where
one or more of the following apply:

                  14.2.1 The Transferee is of a character or reputation or
engaged in a business which is not consistent with the quality of the Building
or the Project,

                  14.2.2 The Transferee intends to use the Subject Space for
purposes which are not permitted under this Lease;

                  14.2.3 The Transferee is either a governmental agency or
instrumentality thereof;

                  14.2.4 The Transferee is not a party of reasonable financial
worth and/or financial stability in light of the responsibilities to be
undertaken in connection with the Transfer on the date consent is requested;

                  14.2.5 The proposed Transfer would cause a violation of
another lease for space in the Project, or would give an occupant of the Project
a right to cancel its lease, or is a use which conflicts with any so-called
"exclusive" then in favor of, or for any use which might reasonably be expected
to diminish the rent payable pursuant to any percentage rent lease with another
tenant of the Project or any other buildings which are in the same complex as
the Project; or

                  14.2.6 The proposed Transferee's use involves the generation,
storage, use, treatment or disposal of Hazardous Materials, or has been required
by any prior landlord, lender, or governmental authority to take remedial action
in connection with Hazardous Material contaminating a property if the
contamination resulted from such Transferee's actions or use of the property in
question; or Transferee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of a
Hazardous Material; or

                  14.2.7 Either the proposed Transferee, or any person or entity
which directly or indirectly, controls, is controlled by, or is under common
control with, the proposed Transferee, (i) occupies space in the Project at the
time of the request for consent, or (ii) is negotiating with Landlord or has
negotiated with Landlord during the six (6) month period immediately preceding
the date Landlord receives the Transfer Notice, to lease space in the Project.

         If Landlord consents to any Transfer pursuant to the terms of this
Section 14.2 (and does not exercise any recapture rights Landlord may have under
Section 14.4 of this Lease), Tenant may within six (6) months after Landlord's
consent, but not later than the expiration of said six-month period, enter into
such Transfer of the Premises or portion thereof, upon substantially the same
terms and conditions as are set forth in the Transfer Notice furnished by Tenant
to Landlord pursuant to Section 14.1 of this Lease, provided that if there are
any changes in the terms and conditions from those specified in the Transfer
Notice (i) such that Landlord would initially have been entitled to refuse its
consent to such Transfer under this Section 14.2, or (ii) which would cause the
proposed Transfer to be more favorable to the Transferee than the terms set
forth in Tenant's original Transfer Notice, Tenant shall again submit the
Transfer to Landlord for its approval and other action under this Article 14
(including Landlord's right of recapture, if any, under Section 14.4 of this
Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any
proposed Transferee claims that Landlord has unreasonably withheld or delayed
its consent under Section 14.2 or otherwise has breached or acted unreasonably
under this Article 14, their sole remedies shall be a suit for declaratory


                                       25
<PAGE>

judgment and an injunction for the relief sought without any monetary or
consequential damages, and Tenant hereby waives all other remedies, including,
without limitation, any right at law or equity to terminate this Lease, on its
own behalf and, to the extent permitted under all applicable laws, on behalf of
the proposed Transferee.

         14.3 TRANSFER PREMIUM. If Landlord consents to a Transfer, then as a
condition thereto which the parties hereby agree is reasonable, Tenant shall pay
to Landlord fifty percent ( 50%) of any "Transfer Premium," as that term is
defined in this Section 14.3, received by Tenant from such Transferee. "Transfer
Premium" shall mean all rent, additional rent or other consideration payable by
such Transferee in connection with the Transfer in excess of the Rent and
Additional Rent payable by Tenant under this Lease during the term of the
Transfer on a per rentable square foot basis if less than all of the Premises is
transferred, after deducting the reasonable expenses incurred by Tenant for any
changes, alterations and improvements to the Premises in connection with the
Transfer, and (ii) any brokerage commissions in connection with the Transfer
(collectively, "Tenant's Subleasing Costs"). "Transfer Premium" shall also
include, but not be limited to, key money, bonus money or other cash
consideration paid by Transferee to Tenant in connection with such Transfer, and
any payment in excess of fair market value for services rendered by Tenant to
Transferee or for assets, fixtures, inventory, equipment, or furniture
transferred by Tenant to Transferee in connection with such Transfer. The
determination of the amount of Landlord's applicable share of the Transfer
Premium shall be made on a monthly basis as rent or other consideration is
received by Tenant under the Transfer. For purposes of calculating the Transfer
Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be
expended by Tenant in equal monthly amounts over the entire term of the Transfer
and (ii) the Rent paid for the Subject Space by Tenant shall be computed after
adjusting such rent to the actual effective rent to be paid, taking into
consideration any and all leasehold concessions granted in connection therewith,
including, but not limited to, any rent credit and tenant improvement allowance.
For purposes of calculating any such effective rent all such concessions shall
be amortized on a straight-line basis over the relevant term.

         14.4 LANDLORD'S OPTION AS TO SUBJECT SPACE. Notwithstanding anything to
the contrary contained in this Article 14, Landlord shall have the option, by
giving written notice to Tenant within thirty (30) days after receipt of any
Transfer Notice, to recapture the Subject Transfer Space. Such recapture shall
cancel and terminate this Lease with respect to the Subject Space as of the date
stated in the Transfer Notice as the effective date of the proposed Transfer
until the last day of the term of the contemplated Transfer as set forth in the
Transfer Notice. If Landlord recaptures the Subject Space and if this Lease
shall be canceled with respect to less than the entire Premises, then the Rent
reserved herein shall be prorated on the basis of the number of rentable square
feet retained by Tenant in proportion to the number of rentable square feet
contained in the Premises, and this Lease as so amended shall continue
thereafter in full force and effect, and upon request of either party, the
parties shall execute written confirmation of the same. If Landlord declines, or
fails to elect in a timely manner, to recapture the Subject Space under this
Section 14.4, then, subject to the other terms of this Article 14, and provided
Landlord has consented to the Transfer, Tenant shall be entitled to proceed to
transfer the Subject Space to the proposed Transferee.

         14.5 EFFECT OF TRANSFER. If Landlord consents to a Transfer, (i) the
terms and conditions of this Lease shall in no way be deemed to have been waived
or modified, (ii) such consent shall not be deemed consent to any further
Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to
Landlord, promptly after execution, an original executed copy of all


                                       26
<PAGE>

documentation pertaining to the Transfer in form reasonably acceptable to
Landlord, (iv) Tenant shall furnish upon Landlord's request a complete
statement, certified by an independent certified public accountant, or Tenant's
chief financial officer, setting forth in detail the computation of any Transfer
Premium Tenant has derived and shall derive from such Transfer, and (v) no
Transfer relating to this Lease or agreement entered into with respect thereto,
whether with or without Landlord's consent, shall relieve Tenant or any
guarantor of this Lease from any liability under this Lease, including, without
limitation, in connection with the Subject Space. Landlord or its authorized
representatives shall have the right at all reasonable times to audit the books,
records and papers of Tenant relating to any Transfer, and shall have the right
to make copies thereof. If the Transfer Premium respecting any Transfer shall be
found understated by more than three percent (3%), Tenant shall, within thirty
(30) days after demand, pay the deficiency, and if understated by more than five
percent (5%), Tenant shall pay Landlord's costs of such audit.

         14.6 ADDITIONAL TRANSFERS. For purposes of this Lease, the term
"Transfer" shall also include (i) if Tenant is a partnership or limited
liability company, the withdrawal or change, voluntary, involuntary or by
operation of law, of fifty percent (50%) or more of the partners or members, or
transfer of fifty percent (50%) or more of partnership or limited liability
company interests, within a twelve (12) month period, or the dissolution of the
partnership without immediate reconstitution thereof, and (ii) if Tenant is a
closely held corporation (i.e., whose stock is not publicly held and not traded
through a recognized regional or national exchange or over the counter), (A) the
dissolution, merger, consolidation or other reorganization of Tenant or (B) the
sale or other transfer of an aggregate of fifty percent (50%) or more of the
voting shares of Tenant (other than to immediate family members by reason of
gift or death), within a twelve (12) month period, or (C) the sale, mortgage,
hypothecation or pledge of an aggregate of fifty percent (50%) or more of the
value of the unencumbered assets of Tenant within a twelve (12) month period.

         14.7 OCCURRENCE OF DEFAULT. Any Transfer hereunder shall be subordinate
and subject to the provisions of this Lease, and if this Lease shall be
terminated during the term of any Transfer, Landlord shall have the right to:
(i) treat such Transfer as canceled and repossess the Subject Space by any
lawful means, or (ii) require that such Transferee attorn to and recognize
Landlord as its landlord under any such Transfer. If Tenant shall be in default
after notice and the expiration of any applicable cure period under this Lease,
Landlord is hereby irrevocably authorized, as Tenant's agent and
attorney-in-fact, to direct any Transferee to make all payments under or in
connection with the Transfer directly to Landlord (which payments shall apply
towards Tenant's obligations under this Lease) until such default is cured. Such
Transferee shall rely on any representation by Landlord that Tenant is in
default hereunder, without any need for confirmation thereof by Tenant. Upon any
assignment, the assignee shall assume in writing all obligations and covenants
of Tenant thereafter to be performed or observed under this Lease. No collection
or acceptance of rent by Landlord from any Transferee shall be deemed a waiver
of any provision of this Article 14 or the approval of any Transferee or a
release of Tenant from any obligation under this Lease, whether theretofore or
thereafter accruing. In no event shall Landlord's enforcement of any provision
of this Lease against any Transferee be deemed a waiver of Landlord's right to
enforce any term of this Lease against Tenant or any other person. If Tenant's
obligations hereunder have been guaranteed, Landlord's consent to any Transfer
shall not be effective unless the guarantor also consents to such Transfer.

         15. SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES

         15.1 SURRENDER OF PREMISES. No act or thing done by Landlord or any
agent or employee of Landlord during the Term shall be deemed to constitute an
acceptance by Landlord of a surrender of the Premises unless such intent is
specifically acknowledged in writing by Landlord. The delivery of keys to the
Premises to Landlord or any agent or employee of Landlord shall not constitute a
surrender of the Premises or effect a termination of this Lease, whether or not
the keys are thereafter retained by Landlord, and notwithstanding such delivery
Tenant shall be entitled to the return of such keys at any reasonable time upon
request until this Lease shall have been properly terminated. The voluntary or
other surrender of this Lease by Tenant, whether accepted by Landlord or not, or
a mutual termination hereof, shall not work a merger, and at the option of


                                       27
<PAGE>

Landlord shall operate as an assignment to Landlord of all subleases or
subtenancies affecting the Premises or terminate any or all such subleases or
subtenancies.

         15.2 REMOVAL OF TENANT PROPERTY BY TENANT. Upon the expiration of the
Term, or upon any earlier termination of this Lease, Tenant shall, subject to
the provisions of this Article 15, quit and surrender possession of the Premises
to Landlord in as good order and condition as when Tenant took possession and as
thereafter improved by Landlord and/or Tenant, ordinary wear and tear and
repairs which are specifically made the responsibility of Landlord hereunder
excepted. Upon such expiration or termination, Tenant shall, without expense to
Landlord, remove or cause to be removed from the Premises all debris and
rubbish, and such items of furniture, equipment, business and trade fixtures,
free-standing cabinet work, movable partitions and other articles of personal
property owned by Tenant or installed or placed by Tenant at its expense in the
Premises, and such similar articles of any other persons claiming under Tenant,
as Landlord may, in its sole discretion, require to be removed, and Tenant shall
repair at its own expense all damage to the Premises and Building resulting from
such removal. Any property of Tenant not removed by Tenant upon the expiration
of the Term of this Lease (or within forty-eight (48) hours after a termination
by reason of Tenant's default), as provided in this Lease, shall be considered
abandoned and Landlord may remove any or all of such items and dispose of the
same in any manner or store the same in a public warehouse or elsewhere for the
account and at the expense and risk of Tenant, and if Tenant shall fail to pay
the cost of storing any such property after it has been stored for a period of
thirty (30) days or more, Landlord may sell any or all of such property at
public or private sale, in such manner and at such times and places as Landlord,
in its sole discretion, may deem proper, without notice to or demand upon
Tenant, for the payment of all or any part of such charges or the removal of any
such property, and shall apply the proceeds of such sale as follows: first, to
the cost and expense of such sale, including reasonable attorneys' fees and
costs for services rendered; second, to the payment of the cost of or charges
for storing any such property; third, to the payment of any other sums of money
which may then or thereafter be due to Landlord from Tenant under any of the
terms hereof; and fourth, the balance, if any, to Tenant.

         16. HOLDING OVER

         If Tenant holds over after the expiration of the Term or earlier
termination thereof, with or without the express or implied consent of Landlord,
such tenancy shall be from month-to-month only, and shall not constitute a
renewal hereof or an extension for any further term, and in such case Rent shall
be payable at a monthly rate equal to the product of (i) the Rent applicable
during the last rental period of the Term under this Lease, and (ii) a
percentage equal to 150% during the first two (2) months immediately following
the expiration or earlier termination of the Term, and 200% thereafter. Such
month-to-month tenancy shall be subject to every other applicable term, covenant
and agreement contained herein, including but not limited to Tenant's obligation
to pay Tenant's Share of any increase in their Direct Expenses and all other
payments required to be made by Tenant hereunder. Nothing contained in this
Article 16 shall be construed as consent by Landlord to any holding over by
Tenant, and Landlord expressly reserves the right to require Tenant to surrender
possession of the Premises to Landlord as provided in this Lease upon the
expiration or other termination of this Lease. The provisions of this Article 16
shall not be deemed to limit or constitute a waiver of any other rights or
remedies of Landlord provided herein or at law. If Tenant fails to surrender the
Premises upon the termination or expiration of this Lease, then in addition to
any other liabilities to Landlord accruing therefrom, Tenant shall protect,
defend, indemnify and hold Landlord harmless from all loss, costs (including
reasonable attorneys' fees) and liability resulting from such failure,
including, without limiting the generality of the foregoing, any claims made by
any succeeding tenant founded upon such failure to surrender and any lost
profits to Landlord resulting therefrom.

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<PAGE>

         17. ESTOPPEL CERTIFICATES

         Within ten (10) days following a request in writing by Landlord, Tenant
shall execute, acknowledge and deliver to Landlord an estoppel certificate,
which, as submitted by Landlord, shall be substantially in a form similar to
Exhibit E, attached hereto (or such other form as may be required by any
prospective mortgagee or purchaser of the Project, or any portion thereof),
indicating therein any exceptions thereto that may exist at that time, and shall
also contain any other information reasonably requested by Landlord or
Landlord's mortgagee or prospective mortgagee. Any such certificate may be
relied upon by any prospective mortgagee or purchaser of all or any portion of
the Project. Tenant shall execute and deliver whatever other instruments may be
reasonably required for such purposes. Once during each calendar year of the
Term Landlord may require Tenant to provide Landlord with a current financial
statement and financial statements of the two (2) years prior to the current
financial statement year. Such statements shall be prepared in accordance with
generally accepted accounting principles and, if such is the normal practice of
Tenant, shall be audited by an independent certified public accountant. Failure
of Tenant to timely execute, acknowledge and deliver such estoppel certificate
or other instruments shall constitute an acceptance of the Premises and an
acknowledgment by Tenant that statements included in the estoppel certificate
are true and correct, without exception.

         18. SUBORDINATION

         This Lease shall be subject and subordinate to all present and future
ground or underlying leases of the Building or Project and to the lien of any
mortgage, trust deed or other encumbrances now or hereafter in force against the
Building or Project or any part thereof, if any, and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all
advances made or hereafter to be made upon the security of such mortgages or
trust deeds, unless the holders of such mortgages, trust deeds or other
encumbrances, or the lessors under such ground lease or underlying leases,
require in writing that this Lease be superior thereto. Tenant covenants and
agrees that if any proceedings are brought for the foreclosure of any such
mortgage or deed in lieu thereof (or if any ground lease is terminated), to
attorn, without any deductions or set-offs whatsoever to the lienholder
purchaser or successor, to the lienholder or purchaser or any successors thereto
upon any such foreclosure sale or deed in lieu thereof (or to the ground
lessor), if so requested to do so by such purchaser or lienholder or ground
lessor, and to recognize such purchaser or lienholder or ground lessor as the
landlord under this Lease, provided such lienholder or purchaser or ground
lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so
long as Tenant timely pays the rent and observes and performs the terms,
covenants and conditions of this Lease to be observed and performed by Tenant.
Landlord's interest herein may be assigned as security at any time to any
lienholder. Tenant shall, within five (5) days after request by Landlord,
execute such further instruments or assurances as Landlord may reasonably deem
necessary to evidence or confirm the subordination or superiority of this Lease
to any such mortgages, trust deeds, ground leases or underlying leases. Tenant
waives the provisions of any current or future statute, rule or law which may
give or purport to give Tenant any right or election to terminate or otherwise
adversely affect this Lease and the obligations of the Tenant hereunder if any
foreclosure proceeding or sale occurs.

         Notwithstanding the foregoing, neither a lienholder nor any party
acquiring title to the Premises by judicial foreclosure, trustee's sale, or deed
in lieu of foreclosure, as the successor to Landlord hereunder, shall (a) be
liable or responsible for any act or omission of any prior landlord (including
Landlord), (b) be obligated to cure any breach of a covenant contained in this
Lease that occurred before such party acquired its interest in the premises or


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<PAGE>

be obligated to cure any continuing breach thereof until after the successor
Landlord has received the notice and right to cure as provided herein, (c) be
liable for any damage or other relief attributable to any breach of any
representation or warranty contained in this Lease by any prior landlord
(including Landlord) under this Lease, (d) be subject to any offsets or defenses
which Tenant might have against any prior landlord (including Landlord), (e) be
liable or responsible for any security deposits held by Landlord hereunder which
have not been actually received by such party, (f) be bound by any prepayment of
rent or additional rent for more than the current month to any prior landlord
(including Landlord) (g) be bound by any amendment or modification of this Lease
or by any waiver or forbearance on the part of any prior landlord (including
Landlord) made or given without the written consent of such party, or (h) be
bound to make any payment to Tenant or to perform any construction requirements
called for in this Lease.

         18.1 ASSIGNMENT OF RENTS. In the event of a default by Landlord in its
performance of the terms, provisions and conditions of any documents and
instruments given by Landlord to evidence Landlord's obligation to repay a loan
and/or to secure the loan with a first lien against the Project ("Loan
Documents"), Landlord directs Tenant and Tenant agrees to recognize any
assignment of rents made by Landlord to such lienholder, and to pay to the first
lienholder as assignee all rents due under this Lease, commencing upon Tenant's
receipt of written notice from said first lienholder that Landlord is in default
under the terms of the loan documents held by said first lienholder. Landlord
hereby authorizes Tenant to accept such direction from any such first lienholder
and waives all claims against Tenant for any sums so paid at said first
lienholder's direction. Such payments of rents by Tenant to a first lienholder
by reason of that assignment and of Landlord's default shall continue until the
first to occur of the following (a) no further rent is due or payable under this
Lease; (b) the first lienholder gives Tenant notice that the default of Landlord
under the loan documents has been cured and instructs Tenant that the rents
shall thereafter be payable to Landlord; or (c) a transfer of the Project occurs
and the transferee gives Tenant notice of such transfer. The transferee shall
thereupon succeed to the interest of Landlord as landlord under this Lease,
after which time the rents and other benefits of Landlord under this Lease shall
be payable to the transferee as the owner of them. Unless and until a first
lienholder notifies Tenant in writing of such a default on the part of the
Landlord under the Loan Documents all payments called for by this Lease are to
be made as required by this Lease.

         18.2 NOTICES OF LANDLORD DEFAULT. Tenant, as lessee under this Lease,
hereby covenants and agrees to give any lienholder identified to Tenant in
writing, concurrently with the giving of any notice of any nature given by
Tenant to Landlord, a copy of such notice by mailing the same to such lienholder
in the manner set forth below, and no such notice given to Landlord which is not
at or about the same time also given to lienholder, shall be valid or effective
against the lienholder for any purpose.

         18.3 LENDER'S RIGHT TO CURE. Tenant agrees that it will not exercise
any right granted it under this Lease or which it might otherwise have under
applicable law, to terminate this Lease or perform any obligations of Landlord
under this Lease for Landlord's account, because of a default of Landlord
hereunder or the occurrence of any other event, without first giving any
lienholder identified to Tenant in writing prior to written notice of Tenant's
intent to terminate or so perform, which notice shall include a statement of the
default or event on which such intent to terminate or perform is based.
Thereafter, Tenant shall not take any action to terminate this Lease or so
perform if the lienholder: (a) within sixty (60) days after service of such
written notice on it by Tenant of its intention to terminate this Lease or so
perform, cures such default or event if the same can be cured by payment or
expenditure of money; or (b) diligently commences action to obtain possession of
the Premises (including possession by receiver) and to cure such default or
event in the case of a default or event which cannot be cured by the lienholder
without the lienholder having obtained possession; provided, however, that no
lienholder shall have any obligation to cure any default on the part of Landlord
under this Lease.

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<PAGE>

         19. DEFAULTS; REMEDIES

         19.1 EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute a default of this Lease by Tenant:

                  19.1.1 Any failure by Tenant to pay any Rent or any other
charge required to be paid under this Lease, or any part thereof, when due,
unless such failure is cured within three (3) days after written notice; or

                  19.1.2 Except where a specific time period is otherwise set
forth for Tenant's performance in this Lease, in which event the failure to
perform by Tenant within such time period shall be a default by Tenant under
this Section 19.1.2, any failure by Tenant to observe or perform any other
provision, covenant or condition of this Lease to be observed or performed by
Tenant where such failure continues for ten (10) days after written notice
thereof from Landlord to Tenant; provided that if the nature of such default is
such that the same cannot reasonably be cured within a ten (10) day period,
Tenant shall not be deemed to be in default if it diligently commences such cure
within such period and thereafter diligently proceeds to rectify and cure such
default within thirty (30) days after said written notice form Landlord; or

                  19.1.3 Abandonment or vacation of all or a substantial portion
of the Premises by Tenant; or

                  19.1.4 The failure by Tenant to observe or perform according
to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure
continues for more than five (5) days after notice from Landlord; or

                  19.1.5 Tenant's failure to occupy the Premises within ten (10)
days after the Lease Commencement Date; or

                  19.1.6 The filing by Tenant or any guarantor hereunder in any
court pursuant to any statute of a petition in bankruptcy or insolvency or for
reorganization or arrangement for the appointment of a receiver of all or a
portion of Tenant's property; the filing against Tenant or any guarantor
hereunder of any such petition, or the commencement of a proceeding for the
appointment of a trustee, receiver or liquidator for Tenant, or for any
guarantor hereunder, or of any of the property of either, or a proceeding by any
governmental authority for the dissolution or liquidation of Tenant or any
guarantor hereunder, if such proceeding shall not be dismissed or trusteeship
discontinued within thirty (30) days after commencement of such proceeding or
the appointment of such trustee or receiver; or the making by Tenant or any
guarantor hereunder of an assignment for the benefit of creditors. Tenant hereby
stipulates to the lifting of the automatic stay in effect and relief from such
stay for Landlord in the event Tenant files a petition under the United States
Bankruptcy laws, for the purpose of Landlord pursuing its rights and remedies
against Tenant and/or a guarantor of this Lease; or

                  19.1.7 Tenant's failure to cause to be released any mechanics
liens filed against the Premises or the Project on account of work undertaken by
or on behalf of Tenant, within twenty (20) days after the date the same shall
have been filed or recorded.

         Any notice provided pursuant to Article 19.1 shall be in lieu of and
not in addition to any notice required under Code of Civil Procedure, Section
1161 or any similar or successor law.

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<PAGE>

         19.2 REMEDIES UPON DEFAULT. Upon the occurrence of any event of default
by Tenant, Landlord shall have, in addition to any other remedies available to
Landlord at law or in equity (all of which remedies shall be distinct, separate
and cumulative), the option to pursue any one or more of the following remedies,
each and all of which shall be cumulative and nonexclusive, without any notice
or demand whatsoever.

                  19.2.1 Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession of the Premises
and expel or remove Tenant and any other person who may be occupying the
Premises or any part thereof, without being liable for prosecution or any claim
or damages therefor; and Landlord may recover from Tenant the following:

                           (a) The worth at the time of any unpaid rent which
         has been earned at the time of such termination; plus

                           (b) 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 loss that
         Tenant proves could have been reasonably avoided; plus

                           (c) 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 Tenant proves could
         have been reasonably avoided; plus

                             Any other amount necessary to compensate Landlord
         for all the detriment proximately caused by Tenant's failure to perform
         its obligations under this Lease or which in the ordinary course of
         things would be likely to result therefrom, specifically including but
         not limited to, brokerage commissions and advertising expenses
         incurred, expenses of remodeling the Premises or any portion thereof
         for a new tenant, whether for the same or a different use, and any
         special concessions made to obtain a new tenant; and

                           (d) At Landlord's election, such other amounts in
         addition to or in lieu of the foregoing as may be permitted from time
         to time by applicable law.

         The term "rent" as used in this Section 19.2 shall be deemed to be and
to mean all sums of every nature required to be paid by Tenant pursuant to the
terms of this Lease, whether to Landlord or to others. As used in Sections
19.2.1(a) and (b), above, the "worth at the time of award" shall be computed by
allowing interest at the rate set forth in Article 25 of this Lease, but in no
case greater than the maximum amount of such interest permitted by law. As used
in Section 19.2.1 (c) above, the "worth at the time of award" shall be computed
by discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of award plus one percent (1%).

                  19.2.2 Landlord shall have the remedy described in California
Civil Code Section 1951.4 (landlord may continue lease in effect after tenant's
breach and abandonment and recover rent as it becomes due, if tenant has the
right to sublet or assign, subject only to reasonable limitations). Accordingly,
if Landlord does not elect to terminate this Lease on account of any default by
Tenant, Landlord may, from time to time, without terminating this Lease, enforce
all of its rights and remedies under this Lease, including the right to recover
all rent as it becomes due.

                                       32
<PAGE>

                  19.2.3 Landlord shall at all times have the rights and
remedies (which shall be cumulative with each other and cumulative and in
addition to those rights and remedies available under Sections 19.2.1 and
19.2.2, above, or any law or other provision of this Lease), without prior
demand or notice except as required by applicable law, to seek any declaratory,
injunctive or other equitable relief, and specifically enforce this Lease, or
restrain or enjoin a violation or breach of any provision hereof.

         19.3 SUBLESSEES OF TENANT. Whether or not Landlord elects to terminate
this Lease on account of any default by Tenant (after the applicable notice and
cure periods have expired), as set forth in this Article 19, Landlord shall have
the right to terminate any and all subleases, licenses, concessions or other
consensual arrangements for possession entered into by Tenant and affecting the
Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in
such subleases, licenses, concessions or arrangements. In the event of
Landlord's election to succeed to Tenant's interest in such subleases, licenses,
concessions or arrangements, Tenant shall, as of the date of notice by Landlord
of such election, have no further right to or interest in the rent or other
consideration receivable thereunder, provided that any such consideration shall
be applied toward Tenant's obligation hereunder.

         19.4 FORM OF PAYMENT AFTER DEFAULT. Following the third occurrence of a
monetary default by Tenant, Landlord shall have the right to require that any or
all subsequent amounts paid by Tenant to Landlord hereunder, whether in the cure
of the default in question or otherwise, be paid in the form of cash, money
order, cashier's or certified check drawn on an institution acceptable to
Landlord, or by other means approved by Landlord, notwithstanding any prior
practice of accepting payments in any different form.

         19.5 WAIVER OF DEFAULT. No waiver by Landlord or Tenant of any of the
violation or breach of any of the terms, provisions and covenants herein
contained shall be deemed or construed to constitute a waiver of any other or
later violation or breach of the same or any other of the terms, provisions and
covenants herein contained. Forbearance by Landlord in enforcement of one or
more of the remedies herein provided upon an event of default shall not be
deemed or construed to constitute a waiver of such default. The acceptance of
any Rent hereunder by Landlord following the occurrence of any default, whether
or not known to Landlord, shall not be deemed a waiver of any such default,
except only in the payment of the Rent so accepted.

         19.6 EFFORTS TO RELET. No re-entry or repossession, repairs,
maintenance, changes, alterations and additions, reletting, appointment of a
receiver to protect Landlord's interests hereunder, or any other action or
omission by Landlord shall be construed as an election by Landlord to terminate
this Lease or Tenant's right to possession, or to accept a surrender of the
Premises, nor shall same operate to release Tenant in whole or in part from any
of Tenant's obligations hereunder, unless express written notice of such
intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any
right otherwise available under any law to redeem or reinstate this Lease.

         20. COVENANT OF QUIET ENJOYMENT

         Landlord covenants that Tenant, on paying the Rent, charges for
services and other payments herein reserved and on keeping, observing and
performing all the other terms, covenants, conditions, provisions and agreements
herein contained on the part of Tenant to be kept, observed and performed,
shall, during the Term, peaceably and quietly have, hold and enjoy the Premises
subject to the terms, covenants, conditions, provisions and agreements hereof
without interference by any persons lawfully claiming by or through Landlord.
The foregoing covenant is in lieu of any other covenant express or implied.

                                       33
<PAGE>

         21. SECURITY DEPOSIT

         Concurrent with Tenant's execution of this Lease, Tenant shall deposit
with Landlord a security deposit (the "Security Deposit") in the amount set
forth in Section 8 of the Summary, as security for the faithful performance by
Tenant of all of its obligations under this Lease. If Tenant defaults with
respect to any provisions of this Lease, including, but not limited to, the
provisions relating to the payment of Rent, the removal of property and the
repair of resultant damage, Landlord may, without notice to Tenant, but shall
not be required to apply all or any part of the Security Deposit for the payment
of any Rent or any other sum in default and Tenant shall, upon demand therefor,
restore the Security Deposit to its original amount. If Tenant acquires
additional premises, or incurs an increase in the Base Rent, Tenant shall
deposit additional sums with Landlord so that the total Security Deposit held by
Landlord is equal to Tenant's then current Base Rent. Any unapplied portion of
the Security Deposit shall be returned to Tenant, or, at Landlord's option, to
the last assignee of Tenant's interest hereunder, within sixty (60) days
following the expiration of the Term, provided that subsequent to the expiration
of this Lease, Landlord may retain from said security deposit (i) an amount
reasonably estimated by Landlord to cover potential Direct Expenses
reconciliation payments due with respect to the calendar year in which this
Lease terminates or expires (such amount so retained shall not, in any event,
exceed ten percent (10%) of estimated Direct Exepnses payments due from Tenant
for such calendar year through the date of expiration or earlier termination of
this Lease. Tenant shall not be entitled to any interest on the Security
Deposit. Tenant hereby waives the provisions of Section 1950.7 of the California
Civil Code, or any successor statute.

         22. SUBSTITUTION OF OTHER PREMISES

         22.1 Landlord shall have the right to move Tenant to other space in the
building, comparable to the Premises, and all terms hereof shall apply to the
new space with equal force; provided that Tenant's then existing monetary
obligations under this Lease shall not be increased as a result of such
relocation of the Premises. In such event, Landlord shall give Tenant prior
notice, shall provide Tenant, at Landlord's sole cost and expense, with tenant
improvements at least equal in quality to those in the Premises and shall move
Tenant's effects to the new space at Landlord's sole cost and expense at such
time and in such manner as to inconvenience Tenant as little as reasonably
practicable. In addition, Landlord shall reimburse Tenant for the reasonable
costs and expenses and attorneys fees incurred by Tenant in connection with such
relocation (including but not limited to, costs of reasonable supplies of
replacement stationery and telephone installations), within thirty (30) days of
Landlord's receipt of an invoice therefor. Simultaneously with such relocation
of the Premises, the parties shall immediately execute an amendment to this
Lease stating the relocation of the Premises.

         23. SIGNS

         23.1 FULL FLOORS. Subject to Landlord's prior written approval, in its
sole discretion, and provided all signs are in keeping with the quality, design
and style of the Building and Project, Tenant, if the Premises comprise an
entire floor of the Building, at its sole cost and expense, may install
identification signage anywhere in the Premises including in the elevator lobby
of the Premises, provided that such signs must not be visible from the exterior
of the Building.

         23.2 MULTI-TENANT FLOORS. If other tenants occupy space on the floor on
which the Premises is located, Tenant's identifying signage shall be provided by
Landlord with Tenant's approval and such signage shall be comparable to that
used by Landlord for other similar floors in the Building and shall comply with
Landlord's Building standard signage program, but shall include at a minimum
Tenant's name on the door of the premises and on the directory in the lobby of


                                       34
<PAGE>

the building. If Tenant desires to change the signage during the Term of this
Lease, all costs associated with the signage shall be at Tenant's sole expense
and subject to Landlord's approval.

         23.3 PROHIBITED SIGNAGE AND OTHER ITEMS. Any signs, notices, logos,
pictures, names or advertisements which are installed and that have not been
separately approved by Landlord may be removed without notice by Landlord at the
sole expense of Tenant. Tenant may not install any signs on the exterior or roof
of the Project or the Common Areas. Any signs, window coverings, or blinds (even
if the same are located behind the Landlord-approved window coverings for the
Building), or other items visible from the exterior of the Premises or Building,
shall be subject to the prior approval of Landlord, in its sole discretion.

         23.4 BUILDING DIRECTORY. A building directory will be located in the
lobby of the Building. Tenant shall have the right to designate a total of two
(2) name strips, including Tenant's entry, to be displayed under Tenant's entry
in such directory. If Tenant desires to change the name strips during the Term
of this Lease, all costs associated with the name strips shall be at Tenant's
sole expense and subject to Landlord's approval.

         24. COMPLIANCE WITH LAW

         Tenant shall not do anything or suffer anything to be done in or about
the Premises or the Project which will in any way conflict with any law,
statute, ordinance or other governmental rule, regulation or requirement now in
force or which may hereafter be enacted or promulgated (including, without
limitation, Hazardous Material and the Americans with Disabilities Act). At its
sole cost and expense, Tenant shall promptly comply with all such governmental
measures, both federal and state and county or municipal, including, but not
limited to those requiring capital improvements to the Premises relating to any
use and occupancy of the Premises (and specifically not limited to Tenant's
particular use and occupancy) whether those statutes, ordinances, regulations
and requirements are now in force or are subsequently enacted. In addition,
should any standard or regulation now or hereafter be imposed on Tenant by a
state, federal or local governmental body charged with the establishment,
regulation and enforcement of occupational, health or safety standards for
employers, employees, landlords or tenants, then Tenant agrees, at its sole cost
and expense, to comply promptly with such standards or regulations. The judgment
of any court of competent jurisdiction or the admission of Tenant in any
judicial action, regardless of whether Landlord is a party thereto, that Tenant
has violated any of said governmental measures, shall be conclusive of that fact
as between Landlord and Tenant.

         25. LATE CHARGES

         If any installment of Rent or any other sum due from Tenant shall not
be received by Landlord or Landlord's designee within five (5) days after said
amount is due, then Tenant shall pay to Landlord a late charge equal to ten
percent (10%) of the overdue amount plus any reasonable attorneys' fees incurred
by Landlord by reason of Tenant's failure to pay Rent and/or other charges when
due hereunder. The late charge shall be deemed Additional Rent and the right to
require it shall be in addition to all of Landlord's other rights and remedies
hereunder or at law and shall not be construed as liquidated damages or as
limiting Landlord's remedies in any manner. In addition to the late charge
described above, any Rent or other amounts owing hereunder which are not paid
within ten (10) days after the date they are due shall bear interest from the
date when due until paid at a rate per annum equal to the lesser of (i) the
annual "Bank Prime Loan" rate cited in the Federal Reserve Statistical Release
Publication G.13(415), published on the first Tuesday of each calendar month (or
such other comparable index as Landlord and Tenant shall reasonably agree upon


                                       35
<PAGE>

if such rate ceases to be published) plus two (2) percentage points, and (ii)
the highest rate permitted by applicable law.

         26. LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

         26.1 LANDLORD'S CURE. All covenants and agreements to be kept or
performed by Tenant under this Lease shall be performed by Tenant at Tenant's
sole cost and expense and without any reduction of Rent, except to the extent,
if any, otherwise expressly provided herein. If Tenant shall fail to perform any
obligation under this Lease, and such failure shall continue in excess of the
time allowed under Section 19.1.2, above, unless a specific time period is
otherwise stated in this Lease, Landlord may, but shall not be obligated to,
make any such payment or perform any such act on Tenant's part without waiving
its rights based upon any default of Tenant and without releasing Tenant from
any obligations hereunder.

         26.2 TENANT'S REIMBURSEMENT. Except as may be specifically provided to
the contrary in this Lease, Tenant shall pay to Landlord, upon delivery by
Landlord to Tenant of statements therefor: (i) sums equal to expenditures
reasonably made and obligations incurred by Landlord in connection with the
remedying by Landlord of Tenant's defaults pursuant to the provisions of Section
26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses
referred to in Article 10 of this Lease and (iii) sums equal to all expenditures
made and obligations incurred by Landlord in collecting or attempting to collect
the Rent or in enforcing or attempting to enforce any rights of Landlord under
this Lease or pursuant to law, including, without limitation, all reasonable
legal fees and other amounts so expended. Tenant's obligations under this
Section 26.2 shall survive the expiration or sooner termination of the Term.

         27. ENTRY BY LANDLORD

         Landlord reserves the right at all reasonable times and upon reasonable
notice to Tenant (except in the case of an emergency) to enter the Premises to
(i) inspect them; (ii) show the Premises to prospective purchasers, or to
current or prospective mortgagees, ground or underlying lessors or insurers, or
during the last six (6) months of the Term, to prospective tenants; (iii) post
notices of nonresponsibility; or (iv) alter, improve or repair the Premises or
the Building, or for structural alterations, repairs or improvements to the
Building or the Building's systems and equipment. Notwithstanding anything to
the contrary contained in this Article 27, Landlord may enter the Premises at
any time to (A) perform services required of Landlord, including janitorial
service; (B) take possession due to any breach of this Lease in the manner
provided herein and as permitted by applicable law; (C) conduct testing for or
remove any Hazardous Material; and (D) perform any covenants of Tenant which
Tenant fails to perform. Landlord may make any such entries without the
abatement of Rent and may take such reasonable steps as required to accomplish
the stated purposes. Tenant hereby waives any claims for damages or for any
injuries or inconvenience to or interference with Tenant's business, lost
profits, any loss of occupancy or quiet enjoyment of the Premises, and any other
loss occasioned thereby. For each of the above purposes, Landlord shall at all
times have a key with which to unlock all the doors in the Premises, excluding
Tenant's vaults, safes and special security areas designated in advance by
Tenant. In an emergency, Landlord shall have the right to use any means that
Landlord may deem proper to open the doors in and to the Premises. Any entry
into the Premises by Landlord in the manner hereinbefore described shall not be
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an actual or constructive eviction of Tenant from any portion of the
Premises. No provision of this Lease shall be construed as obligating Landlord
to perform any repairs, alterations or decorations except as otherwise expressly
agreed to be performed by Landlord herein.

                                       36
<PAGE>

         28. TENANT PARKING

         Commencing on the Lease Commencement Date, Tenant shall have the
obligation to rent from Landlord on a monthly basis, four (4) unreserved parking
spaces in the Project's parking facility. In addition, Tenant shall have the
right, but not the obligation, to rent from Landlord on a monthly basis, three
(3) additional unreserved parking spaces in the Project's parking facility.
Tenant shall pay to Landlord for automobile parking spaces in Landlord's parking
facility on a monthly basis the prevailing rate charged from time to time by
Landlord at the Project management offices. Tenant shall be responsible for the
full amount of any taxes imposed by any governmental authority in connection
with the renting of such parking spaces by Tenant or the use of the parking
facilities by Tenant. Tenant's continued right to use the parking spaces is
conditioned upon Tenant abiding by all rules and regulations which are
prescribed from time to time for the orderly operation and use of the parking
facilities, including any sticker or other identification system, Tenant's
cooperation in seeing that Tenant's employees and visitors also comply with such
rules and regulations, and Tenant not being in default under this Lease.
Tenant's failure to abide by any such rules and regulations which result in
Tenant's loss of its right to use the parking facility shall not relive Tenant
from its obligation to rent parking spaces. Landlord specifically reserves the
right to change the size, configuration, design, layout and all other aspects of
the parking facility at any time, including causing all parking to be valet
parked and Tenant acknowledges and agrees that Landlord may, without incurring
any liability to Tenant and without any abatement of Rent under this Lease, from
time to time, close-off or restrict access to the parking facility for purposes
of permitting or facilitating any such construction, alteration or improvements.
Landlord may delegate its responsibilities hereunder to a parking operator in
which case such parking operator shall have all the rights of control attributed
hereby to the Landlord. The parking spaces rented by Tenant pursuant to this
Article 28 are provided to Tenant solely for use by Tenant's own personnel and
such spaces may not be transferred, assigned, subleased or otherwise alienated
by Tenant without Landlord's prior approval. So long as this Lease is in effect,
Tenant's visitors and guests shall be entitled to use those specific parking
areas which are designated for short term visitor parking. Tenant may validate
visitor parking by such method or methods as the Landlord may establish, at the
validation rate from time to time generally applicable to visitor parking.

         29. MISCELLANEOUS PROVISIONS

         29.1 TERMINOLOGY; CAPTIONS. The words "Landlord" and "Tenant" as used
herein shall include the plural as well as the singular. The necessary
grammatical changes required to make the provisions hereof apply either to
corporations or partnerships or individuals, men or women, as the case may
require, shall in all cases be assumed as though in each case fully expressed.
The captions of Articles and Sections are for convenience only and shall not be
deemed to limit, construe, affect or alter the meaning of such Articles and
Sections.

         29.2 BINDING EFFECT. Subject to all other provisions of this Lease,
each of the covenants, conditions and provisions of this Lease shall extend to
and shall, as the case may require, bind or inure to the benefit not only of
Landlord and of Tenant, but also of their respective heirs, personal
representatives, successors or assigns, provided this clause shall not permit
any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

                                       37
<PAGE>

         29.3 NO AIR RIGHTS. No rights to any view or to light or air over any
property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease. If at any time any windows of the Premises are temporarily
darkened or the light or view therefrom is obstructed by reason of any repairs,
improvements, maintenance or cleaning in or about the Project, the same shall be
without liability to Landlord and without any reduction or diminution of
Tenant's obligations under this Lease.

         29.4 MODIFICATION OF LEASE. Should any current or prospective mortgagee
or ground lessor for the Building or Project require a modification of this
Lease, which modification will not cause an increased cost or expense to Tenant
or in any other way materially and adversely change the rights and obligations
of Tenant hereunder, then and in such event, Tenant agrees that this Lease may
be so modified and agrees to execute whatever documents are reasonably required
therefor. At the request of Landlord or any mortgagee or ground lessor, Tenant
agrees to execute a short form of Lease and deliver the same to Landlord within
ten (10) days following the request therefor.

         29.5 TRANSFER OF LANDLORD'S INTEREST. Tenant acknowledges that Landlord
has the right to transfer all or any portion of its interest in the Project or
Building and in this Lease, and Tenant agrees that if and when any such transfer
occurs, Landlord shall automatically be released from all liability under this
Lease and Tenant agrees to look solely to such transferee for the performance of
Landlord's obligations hereunder after the date of transfer and such transferee
shall be deemed to have fully assumed and be liable for all obligations of this
Lease to be performed by Landlord, including the return of any Security Deposit,
and Tenant shall attorn to such transferee.

         29.6 PROHIBITION AGAINST RECORDING. Except as provided in Section 29.4
of this Lease, neither this Lease, nor any memorandum, affidavit or other
writing with respect thereto, shall be recorded by Tenant or by anyone acting
through, under or on behalf of Tenant.

         29.7 LANDLORD'S TITLE. Landlord's title is and always shall be
paramount to the title of Tenant. Nothing herein contained shall empower Tenant
to do any act which can, shall or may encumber the title of Landlord.

         29.8 RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the
relationship of principal and agent, partnership, joint venturer or any
association between Landlord and Tenant.

         29.9 APPLICATION OF PAYMENTS. Landlord shall have the right to apply
payments received from Tenant pursuant to this Lease, regardless of Tenant's
designation of such payments, to satisfy any obligations of Tenant hereunder, in
such order and amounts as Landlord, in its sole discretion, may elect.

         29.10 TIME OF ESSENCE. Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a
factor.

         29.11 PARTIAL INVALIDITY. If any term, provision or condition contained
in this Lease shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term, provision or condition to
persons or circumstances other than those with respect to which it is invalid or
unenforceable, shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent possible permitted by law.

                                       38
<PAGE>

         29.12 NO WARRANTY. In executing and delivering this Lease, Tenant has
not relied on any representations, including, but not limited to, any
representation as to the amount of any item comprising Additional Rent or the
amount of the Additional Rent in the aggregate or that Landlord is furnishing
the same services to other tenants, at all, on the same level or on the same
basis, or any warranty or any statement of Landlord which is not set forth
herein or in one or more of the exhibits attached hereto.

         29.13 LANDLORD EXCULPATION. The cumulative liability of Landlord to
Tenant for any and all defaults by Landlord under this Lease or arising in
connection herewith or with Landlord's operation, management, leasing, repair,
renovation, alteration or any other matter relating to the Property or the
Premises shall be limited solely and exclusively to an amount which is equal to
10% of the fair market value of the Building as of the date of this Lease.
Landlord Parties, other than Landlord, shall have no personal liability and
Tenant hereby expressly waives and releases such personal liability on behalf of
itself and all persons claiming by, through or under Tenant. The limitations of
liability contained in this Section 29.13 shall inure to the benefit of
Landlord's and the Landlord Parties' present and future members, partners,
beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective partners, heirs, successors and assigns. Under
no circumstances shall any present or future member of Landlord (if Landlord is
a limited liability company), or trustee or beneficiary (if Landlord or any
member or partner of Landlord is a trust), have any liability for the
performance of Landlord's obligations under this Lease. Notwithstanding any
contrary provision herein, neither Landlord nor the Landlord Parties shall be
liable under any circumstances for injury or damage to, or interference with,
Tenant's business, including but not limited to, loss of profits, loss of rents
or other revenues, loss of business opportunity, loss of goodwill or loss of
use, in each case, however occurring.

         29.14 ENTIRE AGREEMENT. It is understood and acknowledged that there
are no oral agreements between the parties hereto affecting this Lease and this
Lease constitutes the parties' entire agreement with respect to the leasing of
the Premises and supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understandings, if any, between the
parties hereto or displayed by Landlord to Tenant with respect to the subject
matter thereof, and none thereof shall be used to interpret or construe this
Lease. None of the terms, covenants, conditions or provisions of this Lease can
be modified, deleted or added to except in writing signed by the parties hereto.

         29.15 RIGHT TO LEASE. Landlord reserves the absolute right to effect
such other tenancies in the Project as Landlord in the exercise of its sole
business judgment shall determine to best promote the interests of the Building
or Project. Tenant does not rely on the fact, nor does Landlord represent, that
any specific tenant or type or number of tenants shall, during the Term, occupy
any space in the Building or Project.

         29.16 FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain services, labor, or
materials or reasonable substitutes therefor, governmental actions, civil
commotions, fire or other casualty, and other causes beyond the reasonable
control of the party obligated to perform, except with respect to the
obligations imposed with regard to Rent and other charges to be paid by Tenant
pursuant to this Lease (collectively, a "Force Majeure"), notwithstanding
anything to the contrary contained in this Lease, shall excuse the performance
of such party for a period equal to any such prevention, delay or stoppage and,
therefore, if this Lease specifies a time period for performance of an
obligation of either party, that time period shall be extended by the period of
any delay in such party's performance caused by a Force Majeure.

                                       39
<PAGE>

         29.17 WAIVER OF REDEMPTION BY TENANT. Tenant hereby waives, for Tenant
and for all those claiming under Tenant, any and all rights now or hereafter
existing to redeem by order or judgment of any court or by any legal process or
writ, Tenant's right of occupancy of the Premises after any termination of this
Lease.

         29.18 NOTICES. All notices, demands, statements, designations,
approvals or other communications (collectively, "Notices") given or required to
be given by either party to the other hereunder or by law shall be in writing,
shall be (i) sent by United States certified or registered mail, postage
prepaid, return receipt requested ("Mail"), or (ii) transmitted by telecopy, if
such telecopy is promptly followed by a Notice sent by Mail, or (iii) delivered
by a nationally recognized overnight courier, or (iv) delivered personally. Any
Notice shall be sent, transmitted, or delivered, as the case may be, to Tenant
at the appropriate address set forth in Section 10 of the Summary, or to such
other place as Tenant may from time to time designate in a Notice to Landlord,
or to Landlord at the addresses set forth below, or to such other places as
Landlord may from time to time designate in a Notice to Tenant. Any Notice will
be deemed given on the earlier of (i) the date it is actually received, or (ii)
three (3) days after the date it is posted if sent by Mail, or the date the
telecopy is transmitted, or the date the overnight courier delivery is made, or
the date personal delivery is made. Notwithstanding any statutory requirements
to the contrary, any notices, demands or service of process on Tenant may be
served by personal delivery to anyone of suitable age and discretion at Tenant's
premises between 9:00 a.m. and 5:00 p.m. and by thereafter sending a copy
through the mail addressed to the Tenant at the Tenant's premises. Service shall
be deemed completed on the date when the item is deposited in the mail. As of
the date of this Lease, any Notices to Landlord must be sent, transmitted, or
delivered, as the case may be, to the following address:


                           Nine Thousand Sunset, LLC
                           c/o Mani Brothers, LLC
                           660 South Figueroa Street
                           Suite 2400
                           Los Angeles, California 90017
                           Attention:  Property Manager

         29.19 JOINT AND SEVERAL. If there is more than one Tenant, the
obligations imposed upon Tenant under this Lease shall be joint and several.

         29.20 AUTHORITY. If Tenant is a corporation, trust, limited liability
company or partnership, each individual executing this Lease on behalf of Tenant
hereby represents and warrants that Tenant is a duly formed and existing entity
qualified to do business in California and that Tenant has full right and
authority to execute and deliver this Lease and that each person signing on
behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten
(10) days after execution of this Lease, deliver to Landlord satisfactory
evidence of such authority and, if a corporation, upon demand by Landlord, also
deliver to Landlord satisfactory evidence of (i) good standing in Tenant's state
of incorporation or formation and (ii) qualification to do business in
California.

         29.21 ATTORNEYS' FEES. If either Landlord or Tenant should bring suit
for the possession of the Premises, for the recovery of any sum due under this
Lease, or because of the breach of any provision of this Lease or for any other
relief against the other, then all costs and expenses, including reasonable
attorneys' fees, incurred by the prevailing party therein shall be paid by the
other party, which obligation on the part of the other party shall be deemed to


                                       40
<PAGE>

have accrued on the date of the commencement of such action and shall be
enforceable whether or not the action is prosecuted to judgment.

         29.22 GOVERNING LAW, WAIVER OF TRIAL BY JURY. THIS LEASE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT
TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA,
(II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN
THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY
EMERGENCY OR STATUTORY REMEDY. IF LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS,
TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS
SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT
SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. TENANT SHALL NOT SEEK
INJUNCTIVE RELIEF NOR ANY OTHER REMEDY INTENDED TO STAY OR HALT SUCH SUMMARY
PROCEEDINGS. NOTWITHSTANDING THE FOREGOING, IN ANY PROCEEDING BROUGHT BY THE
LANDLORD, THE TENANT, IN ITS ANSWER, SHALL BE ENTITLED TO RAISE ANY DEFENSE TO
THE CLAIM BY LANDLORD FOR RENT OR DAMAGE THAT IS AUTHORIZED TO BE RAISED IN SUCH
PROCEEDING.

         29.23 SUBMISSION OF LEASE. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of, option
for or option to lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.

         29.24 BROKERS. Landlord and Tenant hereby warrant to each other that
they have had no dealings with any real estate broker or agent in connection
with the negotiation of this Lease, excepting only the real estate brokers or
agents specified in Section 12 of the Summary (the "Brokers"), and that they
know of no other real estate broker or agent who is entitled to a commission in
connection with this Lease. Each party agrees to indemnify and defend the other
party against and hold the other party harmless from any and all claims,
demands, losses, liabilities, lawsuits, judgments, costs and expenses (including
without limitation reasonable attorneys' fees) with respect to any leasing
commission or equivalent compensation alleged to be owing on account of any
dealings with any real estate broker or agent, other than the Brokers, occurring
by, through, or under the indemnifying party.

         29.25 INDEPENDENT COVENANTS. This Lease shall be construed as though
the covenants herein between Landlord and Tenant are independent and not
dependent and Tenant hereby expressly waives the benefit of any statute to the
contrary and agrees that if Landlord fails to perform its obligations set forth
herein, Tenant shall not be entitled to make any repairs or perform any acts
hereunder at Landlord's expense or to any setoff of the Rent or other amounts
owing hereunder against Landlord.

         29.26 PROJECT OR BUILDING NAME AND SIGNAGE. Landlord shall have the
right at any time to change the name of the Project or Building and to install,
affix and maintain any and all signs on the exterior and on the interior of the
Project or Building as Landlord may, in Landlord's sole discretion, desire.
Tenant shall not use the name of the Project or Building or use pictures or
illustrations of the Project or Building in advertising or other publicity or


                                       41
<PAGE>

for any purpose other than as the address of the business to be conducted by
Tenant in the Premises, without the prior written consent of Landlord.

         29.27 COUNTERPARTS. This Lease may be executed in counterparts with the
same effect as if both parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single lease.

         29.28 CONFIDENTIALITY. Tenant acknowledges that the content of this
Lease and any related documents are confidential information. Tenant shall keep
such confidential information strictly confidential and shall not disclose such
confidential information to any person or entity other than Tenant's financial,
legal, and space planning consultants.

         29.29 RENT. All payments required to be made hereunder to Landlord
shall be deemed to be Rent, whether or not described as such.

         29.30 BUILDING RENOVATIONS. It is specifically understood and agreed
that Landlord has no obligation and has made no promises to alter, remodel,
improve, renovate, repair or decorate the Premises, the Building, or any part
thereof and that no representations respecting the condition of the Premises or
the Building have been made by Landlord to Tenant except as specifically set
forth herein or in the Tenant Work Letter. However, Tenant hereby acknowledges
that Landlord is currently renovating or may during the Term renovate, improve,
alter, or modify (collectively, the "Renovations") the Project, the Building
and/or the Premises. Tenant hereby agrees that such Renovations shall in no way
constitute a constructive eviction of Tenant nor entitle Tenant to any abatement
of Rent. Landlord shall have no responsibility and shall not be liable to Tenant
for any injury to or interference with Tenant's business arising from the
Renovations, nor shall Tenant be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises or of
Tenant's personal property or improvements resulting from the Renovations, or
for any inconvenience or annoyance occasioned by such Renovations.

         29.31 NO VIOLATION. Tenant hereby warrants and represents that neither
its execution of nor performance under this Lease shall cause Tenant to be in
violation of any agreement, instrument, contract, law, rule or regulation by
which Tenant is bound, and Tenant shall protect, defend, indemnify and hold
Landlord harmless against any claims, demands, losses, damages, liabilities,
costs and expenses, including, without limitation, reasonable attorneys' fees
and costs, arising from Tenant's breach of this warranty and representation.

         29.32 COMMUNICATIONS AND COMPUTER LINES. Tenant may install, maintain,
replace, remove or use any communications or computer wires and cables
(collectively, the "Lines") at the Project in or serving the Premises, provided
that (i) Tenant shall obtain Landlord's prior written consent, use an
experienced and qualified contractor approved in writing by Landlord, and comply
with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Project, as determined in
Landlord's reasonable opinion, (iii) the Lines therefor (including riser cables)
shall be appropriately insulated to prevent excessive electromagnetic fields or
radiation, and shall be surrounded by a protective conduit reasonably acceptable
to Landlord, (iv) any new or existing Lines servicing the Premises shall comply
with all applicable governmental laws and regulations, (v) as a condition to
permitting the installation of new Lines, Landlord may require that Tenant
remove existing Lines located in or serving the Premises and repair any damage
in connection with such removal, and (vi) Tenant shall pay all costs in
connection therewith. Landlord reserves the right to require that Tenant remove


                                       42
<PAGE>

any Lines located in or serving the Premises which are installed in violation of
these provisions, or which are at any time in violation of any laws or represent
a dangerous or potentially dangerous condition.

         29.33 PERSISTENT DELINQUENCIES. In the event that Tenant shall be
delinquent by more than fifteen (15) days in the payment of Rent on three (3)
separate occasions in any twelve (12) month period, Landlord shall have the
right to terminate this Lease by thirty (30) days written notice given by
Landlord to Tenant within thirty (30) days of the last such delinquency.

         29.34 TELECOMMUNICATIONS. Upon request from Tenant from time to time,
Landlord will provide Tenant with a listing of telecommunications and media
service providers serving the Project, and Tenant shall have the right to
contract directly with the providers of its choice. If Tenant wishes to contract
with or obtain service from any provider which does not currently serve the
Project or wishes to obtain from an existing carrier services which will require
the installation of additional equipment, such provider must, prior to providing
service, enter into a written agreement with Landlord setting forth the terms
and conditions of the access to be granted to such provider. In considering the
installation of any new or additional telecommunications cabling or equipment at
the Project, Landlord will consider all relevant factors in a reasonable and
non-discriminatory manner, including, without limitation, the existing
availability of services at the Project, the impact of the proposed
installations upon the Project and its operations and the available space and
capacity for the proposed installations. Landlord may also consider whether the
proposed service may result in interference with or interruption of other
services at the Project or the business operations of other tenants or occupants
of the Project. In no event shall Landlord be obligated to incur any costs or
liabilities in connection with the installation or delivery of telecommunication
services or facilities at the Project. All such installations shall be subject
to Landlord's prior approval and shall be performed in accordance with the terms
of Article 8. If Landlord approves the proposed installations in accordance with
the foregoing, Landlord will deliver its standard form agreement upon request
and will use commercially reasonable efforts to promptly enter into an agreement
on reasonable and non-discriminatory terms with a qualified, licensed and
reputable carrier confirming the terms of installation and operation of
telecommunications equipment consistent with the foregoing.

         29.35 MAINTENANCE WORK. Landlord reserves the right from time to time,
but subject to payment by and/or reimbursement from Tenant as otherwise provided
herein: (i) to install, use, maintain, repair, replace, relocate and control for
service to the Premises and/or other parts of the Project pipes, ducts,
conduits, wires, cabling, appurtenant fixtures, equipment spaces and mechanical
systems, wherever located in the Premises or the Project, (ii) to alter, close
or relocate any facility in the Premises or the common areas or otherwise
conduct any of the above activities for the purpose of complying with a general
plan for fire/life safety for the Project or otherwise, and (iii) to comply with
any federal, state or local law, rule or order. Landlord shall attempt to
perform any such work with the least inconvenience to Tenant as is reasonably
practicable, but in no event shall Tenant be permitted to withhold or reduce
Rent or other charges due hereunder as a result of same, make any claim for
constructive eviction or otherwise make any claim against Landlord for
interruption or interference with Tenant's business and/or operations.

         29.36 ROOFTOP. If Tenant desires to use the rooftop of the Project for
any purpose, including the installation of communication equipment to be used
from the Premises, such rights will be granted in Landlord's sole discretion and
Tenant must negotiate the terms of any rooftop access with Landlord or the
rooftop management company or lessee holding rights to the rooftop from time to
time. Any rooftop access granted to Tenant will be at prevailing rates and will


                                       43
<PAGE>

be governed by the terms of a separate written agreement or an amendment to this
Lease.

         29.37 SECURITY. Tenant acknowledges that Landlord's election whether or
not to provide any type of mechanical surveillance or security personnel
whatsoever in the Project is solely within Landlord's discretion; Landlord and
the Landlord Parties shall have no liability in connection with the provision,
or lack, of such services, and Tenant hereby agrees to hold Landlord and the
Landlord Parties harmless with regard to any such potential claim. Landlord and
the Landlord Parties shall not be liable for losses due to theft, vandalism, or
like causes. Tenant shall defend, indemnify, and hold Landlord and the Landlord
Parties harmless from any such claims made by any employee, licensee, invitee,
contractor, agent or other person whose presence in, on or about the Premises or
the Project is attendant to the business of Tenant.

         29.38 LANDLORD'S RESERVATIONS. In addition to the other rights of
Landlord under this Lease, Landlord reserves the right to change the street
address and/or name of the building without being deemed to be guilty of an
eviction, actual or constructive, or a disturbance or interruption of the
business of Tenant or Tenant's use or occupancy of the Premises.


         29.39 ASBESTOS DISCLOSURES. Landlord has advised Tenant that there is
asbestos-containing material ("ACM") in the Building. Attached hereto as Exhibit
G is a disclosure statement regarding asbestos in the Building. Tenant
acknowledges that such notice complies with the requirements of Section 25915 of
the California Health and Safety Code.

         29.40 GUARANTEE. Landlord's execution of this Lease is conditioned upon
its receipt of a guarantee of Tenant's obligations under this Lease executed by
Matthew Schissler, an individual, Stephanie Schissler, an individual and Cord
Blood America, Inc., a Florida corporation (jointly and Severally as
"Guarantor"), such guarantee to be in the exact form prescribed in Exhibit "F"
attached to this Lease. The execution of such guarantee is a material inducement
to Landlord to enter into this Lease.

                                       44
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed the day and date first above written.

                               LANDLORD:

                               NINE THOUSAND SUNSET, LLC,
                               a California limited liability company


                               By:      /s/ Joseph Mani
                                        ---------------
                               Its:     Manager

                               Date:    August 25, 2004


                               TENANT:

                               CORD PARTNERS, INC.,
                               a Florida corporation


                               By:      /s/ Matthew L. Schissler
                                        ------------------------
                               Its:     Chief Executive Officer

                               Date:    August 24, 2004



                               By:      /s/ Stephanie A. Schissler
                                        --------------------------
                               Its:     President and Chief Operating Officer

                               Date:    August 24, 2004

                                       45
<PAGE>

                                    EXHIBIT A

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                               OUTLINE OF PREMISES


                            SUITE 400 DIAGRAM ON FILE


                                       1
<PAGE>
                                    EXHIBIT B

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                               TENANT IMPROVEMENTS



                                      NONE



                                       1

<PAGE>
                                    EXHIBIT C


                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                           NOTICE OF LEASE TERM DATES

____________________________
____________________________
9000 Sunset Boulevard, Suite_____
West Hollywood, CA 90069

Dear _________________,

With respect to the office Lease dated __________________("Lease") between
______________________("Tenant") and NINE THOUSAND SUNSET, LLC, ("Landlord"), by
which Landlord leased to Tenant and Tenant leased from Landlord approximately
_______ rentable square feet of the building located at 9000 Sunset Boulevard,
Suite _____, West Hollywood, California (Premises"), Tenant acknowledges and
certifies to Landlord as follows:

         1.       The Term commenced on ________________ ("Lease Commencement
                  Date") for a term of ______(__) YEARS terminating on
                  ______________, _______;

         2.       Rent shall commence on _________________, prorated at $
                  _________ for the month of _____________, _____ and $
                  _________, thereafter, as more specifically identified in this
                  Lease;

         3.       The Premises contains __________ square feet of space;

         4.       Tenant's proportionate share of common area expenses
                  ("Tenant's Share") is _______%; and

         5.       Tenant has accepted and is currently in possession of the
                  Premises.

In Witness Whereof, this Lease Commencement Date Memorandum is executed
on ________________ ________.

                                     TENANT:

                                     ___________________________________________

                                     Date:    __________________________________

                                       1
<PAGE>
                                    EXHIBIT D

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                              RULES AND REGULATIONS

         Tenant shall faithfully observe and comply with the following Rules and
Regulations. Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the Project. If there is any
conflict between the Rules and Regulations and the other provisions of this
Lease, then the other provisions of this Lease shall control.

         30.1.1 No sign, placard, picture, advertisement, name or notice shall
be installed or displayed on any part of the outside or inside of the Building
or the Project without the prior written consent of the Landlord. Landlord shall
have the right to remove, at Tenant's expense and without notice, any sign,
placard, picture, advertisement, name or notice installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls shall
be printed, painted, affixed or inscribed at the expense of Tenant using
materials and in a style and format approved by Landlord.

         30.1.2 Tenant shall not alter any lock or install any new or additional
locks or bolts on any doors or windows of the Premises without obtaining
Landlord's prior written consent. Tenant shall bear the cost of any lock changes
or repairs required by Tenant. Two keys will be furnished by Landlord for the
Premises, and any additional keys required by Tenant must be obtained from
Landlord at a reasonable cost to be established by Landlord. Upon the
termination of this Lease, Tenant shall restore to Landlord all keys of storage
rooms, closets, offices, and toilet rooms, either furnished to, or otherwise
procured by, Tenant and if any of the keys so furnished are lost, then Tenant
shall pay to Landlord the cost of replacing same or of changing the lock or
locks opened by such lost key if Landlord shall deem it necessary to make such
changes.

         30.1.3 No awnings or other projection shall be attached to the outside
walls of the Building without the prior written consent of Landlord, and no
curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the Premises other than Landlord building
standard window coverings. If Landlord objects in writing to any curtains,
blinds, shades, screens or hanging plants or other objects attached or used in
connection with any balcony, window or door of the Premises, or placed on any
windowsill, which is or are visible from the exterior of the Premises, Tenant
shall immediately discontinue such use. Tenant shall not place anything against
or near glass partitions or doors or windows which may appear unsightly from
outside the Premises. Landlord shall have a right of prior written approval with
respect to any matter placed by Tenant on or near Tenant's windows or balcony.

         30.1.4 All doors opening to public corridors shall be kept closed at
all times except for normal ingress and egress to the Premises.

         30.1.5 Landlord reserves the right to close and keep locked all
entrance and exit doors of the Building during such hours as are customary for
comparable buildings in the Los Angeles, California area. Tenant, its employees
and agents must be sure that the doors to the Building are securely closed and

                                       1
<PAGE>

locked when leaving the Premises if it is after the normal hours of business for
the Building. Any tenant, its employees, agents or any other persons entering or
leaving the Building at any time when it is so locked, or any time when it is
considered to be after normal business hours for the Building, may be required
to sign the Building register. Access to the Building may be refused unless the
person seeking access has proper identification or has a previously arranged
pass for access to the Building. Landlord will furnish passes to persons for
whom Tenant requests same in writing. Tenant shall be responsible for all
persons for whom Tenant requests passes and shall be liable to Landlord for all
acts of such persons. The Landlord and its agents shall in no case be liable for
damages for any error with regard to the admission to or exclusion from the
Building of any person. In case of invasion, mob, riot, public excitement, or
other commotion, Landlord reserves the right to prevent access to the Building
or the Project during the continuance thereof by any means it deems appropriate
for the safety and protection of life and property. Neither Tenant nor its
contractors, employees or invitees shall go upon the roof(s) of the Building.

         30.1.6 No furniture, freight or equipment of any kind shall be brought
into the Building without prior notice to Landlord. All moving activity into or
out of the Building shall be scheduled with Landlord and done only at such time
and in such manner as Landlord designates. Landlord shall have the right to
prescribe the weight, size and position of all safes and other heavy property
brought into the Building and also the times and manner of moving the same in
and out of the Building. Safes and other heavy objects shall, if considered
necessary by Landlord, stand on supports of such thickness as is necessary to
properly distribute the weight. Landlord will not be responsible for loss of or
damage to any such safe or property in any case. Any damage to any part of the
Building, its contents, occupants or visitors by moving or maintaining any such
safe or other property shall be the sole responsibility and expense of Tenant.
Tenant's initial move-in and subsequent deliveries shall be made during
non-Business Hours.

         30.1.7 No furniture, packages, supplies, equipment or merchandise will
be received in the Building or carried up or down in the elevators, except
between such hours, in such specific elevator and by such personnel as shall be
designated by Landlord.

         30.1.8 The requirements of Tenant will be attended to only upon
application at the management office for the Project or at such office location
designated by Landlord. Employees of Landlord shall not perform any work or do
anything outside their regular duties unless under special instructions from
Landlord.

         30.1.9 No advertisement, notice or handbill shall be exhibited,
distributed, painted or affixed by Tenant on any part of the Premises or the
Building without the prior written consent of the Landlord. Tenant shall not
disturb, solicit, peddle, or canvass any occupant of the Project and shall
cooperate with Landlord and its agents of Landlord to prevent same.

         30.1.10 The toilet rooms, urinals, wash bowls and other apparatus shall
not be used for any purpose other than that for which they were constructed, and
no foreign substance of any kind whatsoever shall be thrown therein. The expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant who, or whose servants, employees, agents, visitors
or licensees shall have caused same.

         30.1.11 Tenant shall not overload the floor of the Premises, nor mark,
drive nails or screws, or drill into the partitions, woodwork or drywall or in
any way deface the Premises or any part thereof without Landlord's prior written


                                       2
<PAGE>

consent. Tenant shall not purchase spring water, ice, towel, linen, maintenance
or other like services from any person or persons not approved by Landlord.

         30.1.12 No vending machines shall be installed, maintained or operated
upon the Premises without the written consent of Landlord.

         30.1.13 Tenant shall not install any radio or television antenna,
loudspeaker or other devices on the roof or exterior walls of the Building.
Tenant shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.

         30.1.14 Tenant shall not use or keep in or on the Premises, the
Building, or the Project any kerosene, gasoline or other flammable or
combustible fluid, chemical, substance or material.

         30.1.15 Tenant shall not without the prior written consent of Landlord
use any method of heating or air conditioning other than that supplied by
Landlord.

         30.1.16 Tenant shall not use, keep or permit to be used or kept, any
foul or noxious gas or substance in or on the Premises, or permit or allow the
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Project by reason of noise, odors, or
vibrations, or interfere with other tenants or those having business therein,
whether by the use of any musical instrument, radio, phonograph, or in any other
way. Tenant shall not throw anything out of doors, windows or skylights or down
passageways.

         30.1.17 Tenant shall not bring into or keep within the Project, the
Building or the Premises any animals, birds, aquariums, or, except in areas
designated by Landlord, bicycles or other vehicles.

         30.1.18 No cooking shall be done or permitted on the Premises, nor
shall the Premises be used for the storage of merchandise, for lodging or for
any improper, objectionable or immoral purposes. Notwithstanding the foregoing,
Underwriters' laboratory-approved equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors, provided that such use is in accordance
with all applicable federal, state, county and city laws, codes, ordinances,
rules and regulations.

         30.1.19 The Premises shall not be used for manufacturing or for the
storage of merchandise except as such storage may be incidental to the use of
the Premises provided for in the Summary. Tenant shall not occupy or permit any
portion of the Premises to be occupied as an office for a messenger-type
operation or dispatch office, public stenographer or typist, or for the
manufacture or sale of liquor, narcotics, or tobacco in any form or as a medical
office, or as a barber or manicure shop, or as an employment bureau without the
express prior written consent of Landlord. Tenant shall not engage or pay any
employees on the Premises except those actually working for such tenant on the
Premises nor advertise for laborers giving an address at the Premises.

         30.1.20 Landlord reserves the right to exclude or expel from the
Project any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of these Rules and Regulations.

                                       3
<PAGE>

         30.1.21 Tenant, its employees and agents shall not loiter in or on the
entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators,
vestibules or any Common Areas for the purpose of smoking tobacco products or
for any other purpose, nor in any way obstruct such areas, and shall use them
only as a means of ingress and egress for the Premises. Tenant, its employees
and agents shall smoke in building designated smoking areas.

         30.1.22 Tenant shall not waste electricity, water or air conditioning
and agrees to cooperate fully with Landlord to ensure the most effective
operation of the Building's HVAC system, and shall refrain from attempting to
adjust any controls.

         30.1.23 Tenant shall store all its trash and garbage within the
interior of the Premises. No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed of in
the ordinary and customary manner of removing and disposing of trash and garbage
in Los Angeles, California without violation of any law or ordinance governing
such disposal. All trash, garbage and refuse disposal shall be made only through
entry-ways and elevators provided for such purposes at such times as Landlord
shall designate.

         30.1.24 Tenant shall comply with all safety, fire protection and
evacuation procedures and regulations established by Landlord or any
governmental agency.

         30.1.25 All cleaning and janitorial services for the Building and the
Premises shall be provided exclusively through Landlord and, except with the
written consent of Landlord, no person or persons other than those approved by
Landlord shall be employed by Tenant or permitted to enter the Building for the
purpose of cleaning the same. Tenant shall not cause any unnecessary labor by
carelessness or indifference to the good order and cleanliness of the Premises
and Building.

         30.1.26 All electrical ceiling fixtures hung in the Premises or spaces
along the perimeter of the Building must be fluorescent and/or of a quality,
type, design and a warm white bulb color approved in advance in writing by
Landlord. Neither the interior nor exterior of any windows shall be coated or
otherwise sunscreened without the prior written consent of Landlord. Tenant
shall abide by Landlord's regulations concerning the opening and closing of
window coverings which are attached to the windows in the Premises, if any,
which have a view of any interior portion of the Building or Common Areas.

         30.1.27 The sashes, sash doors, skylights, windows, and doors that
reflect or admit light and air into the halls, passageways or other public
places in the Building shall not be covered or obstructed by Tenant, nor shall
any bottles, parcels or other articles be placed on the windowsills.

         30.1.28 Tenant must comply with requests by the Landlord concerning the
informing of their employees of items of importance to the Landlord.

         30.1.29 Tenant must comply with the State of California "No-Smoking"
law set forth in California Labor Code Section 6404.5 and any local "No-Smoking"
ordinance which may be in effect from time to time and which is not superseded
by such State law.

         30.1.30 Tenant hereby acknowledges that Landlord shall have no
obligation to provide guard service or other security measures for the benefit


                                       4
<PAGE>

of the Premises, the Building or the Project. Tenant hereby assumes all
responsibility for the protection of Tenant and its agents, employees,
contractors, invitees and guests, and the property thereof, from acts of third
parties, including keeping doors locked and other means of entry to the Premises
closed, whether or not Landlord, at its option, elects to provide security
protection for the Project or any portion thereof Tenant further assumes the
risk that any safety and security devices, services and programs which Landlord
elects, in its sole discretion, to provide may not be effective, or may
malfunction or be circumvented by an unauthorized third party, and Tenant shall,
in addition to its other insurance obligations under this Lease, obtain its own
insurance coverage to the extent Tenant desires protection against losses
related to such occurrences. Tenant shall cooperate in any reasonable safety or
security program developed by Landlord or required by law.

         30.1.31 All office equipment of any electrical or mechanical nature
shall be placed by Tenant in the Premises in settings approved by Landlord, to
absorb or prevent any vibration, noise and annoyance.

         30.1.32 Tenant shall not use in any space or in the public halls of the
Building, any hand trucks except those equipped with rubber tires and rubber
side guards.

         30.1.33 No auction, liquidation, fire sale, going-out-of-business or
bankruptcy sale shall be conducted in the Premises without the prior written
consent of Landlord.

         30.1.34 No tenant shall use or permit the use of any portion of the
Premises for living quarters, sleeping apartments or lodging rooms. Tenant shall
not permit more than six (6) people per one thousand (1,000) rentable square
feet of the Premises to occupy the Premises at any time.

         30.1.35 Parking.

                  (a) Project parking facility hours shall be 7:00 a.m. to 6:00
p.m., Monday through Friday, and closed on weekends, state and federal holidays
excepted, as such hours may be revised from time to time by Landlord.

                  (b) Automobiles must be parked entirely within the stall lines
on the floor.

                  (c) All directional signs and arrows must be observed.

                  (d) The speed limit shall be 5 miles per hour.

                  (e) Parking is prohibited in areas not striped for parking.

                  (f) Parking cards or any other device or form of
identification supplied by Landlord (or its operator) shall remain the property
of Landlord (or its operator). Such parking identification device must be
displayed as requested and may not be mutilated in any manner. The serial number
of the parking identification device may not be obliterated. Devices are not
transferable or assignable and any device in the possession of an unauthorized
holder will be void. There will be a replacement charge to the Tenant or person
designated by Tenant of $35.00 for loss of any parking card. There shall be a
security deposit of $35.00 due at issuance for each card key issued to Tenant.

                                       5
<PAGE>

                  (g) The monthly rate for parking is payable one (1) month in
advance and must be paid by the third business day of each month. Failure to do
so will automatically cancel parking privileges and a charge at the prevailing
daily rate will be due. No deductions or allowances from the monthly rate will
be made for days parker does not use the parking facilities.

                  (h) Tenant may validate visitor parking by such method or
methods as the Landlord may approve, at the validation rate from time to time
generally applicable to visitor parking.

                  (i) Landlord (and its operator) may refuse to permit any
person who violates the within rules to park in the Project parking facility,
and any violation of the rules shall subject the automobile to removal from the
Project parking facility at the parker's expense. In either of said events,
Landlord (or its operator) shall refund a prorata portion of the current monthly
parking rate and the sticker or any other form of identification supplied by
Landlord (or its operator) will be returned to Landlord (or its operator).

                  (j) Project parking facility managers or attendants are not
authorized to make or allow any exceptions to these Rules and Regulations.

                  (k) All responsibility for any loss or damage to automobiles
or any personal property therein is assumed by the parker.

                  (l) Loss or theft of parking identification devices from
automobiles must be reported to the Project parking facility manager
immediately, and a lost or stolen report must be filed by the parker at that
time.

                  (m) The parking facilities are for the sole purpose of parking
one automobile per space. Washing, waxing, cleaning or servicing of any vehicles
by the parker or his agents is prohibited.

                  (n) Landlord (and its operator) reserves the right to refuse
the issuance of monthly stickers or other parking identification devices to any
Tenant and/or its employees who refuse to comply with the above Rules and
Regulations and all City, State or Federal ordinances, laws or agreements.

                  (o) Tenant agrees to acquaint all employees with these Rules
and Regulations.

                  (p) No vehicle shall be stored in the Project parking facility
for a period of more than one (1) week.

         30.1.36 Landlord reserves the right at any time to change or rescind
any one or more of these Rules and Regulations, or to make such other and
further reasonable Rules and Regulations as in Landlord's judgment may from time
to time be necessary for the management, safety, care and cleanliness of the
Premises, Building, the Common Areas and the Project, and for the preservation
of good order therein, as well as for the convenience of other occupants and
tenants therein. Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules or Regulations against any or all tenants of the Project. Tenant shall be
deemed to have read these Rules and Regulations and to have agreed to abide by
them as a condition of its occupancy of the Premises.

                                       6
<PAGE>
                                    EXHIBIT E

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                      FORM OF TENANT'S ESTOPPEL CERTIFICATE


RE:      Lease Dated:      _________________   Amended:       _________________

         Landlord:         Nine Thousand Sunset, LLC

         Tenant:  ______________________________________________________

         Project:          9000 Sunset Boulevard
                           West Hollywood, California

         Premises:         Suite  ____

As Tenant under the above-referenced Lease, the above named Tenant hereby
acknowledges the truth and accuracy of the following statements pertaining to
the Lease (as defined herein) for the benefit of
___________________________________________________________.

1.       A true, correct and complete copy of this Lease between Landlord and
         Tenant, together with any and all amendments, security agreements,
         subleases, assignments, and other related documents (collectively
         referred to as the "Lease"), are attached hereto. There have been no
         amendments or other modifications to the Lease nor has the Tenant
         assigned or sublet its interest under this Lease except as shown in the
         attached documents.

2.       The Lease is in full force and effect and Tenant has accepted and is in
         full possession of the Premises, including all improvements, additions,
         and alterations thereto required to be made by Landlord under the
         Lease.

3.       Tenant acknowledges that all construction required under the Lease has
         been fully completed in a manner satisfactory to the Tenant.

4.       There are no known uncured defaults presently existing under the Lease
         by either Tenant or Landlord; no event has occurred or conditions exist
         which with the giving of notice or passage of time would constitute a
         default under the Lease by either Tenant or Landlord; and Tenant has no
         existing defenses or claims of offset against the Landlord or to
         Tenant's payment and performance of its obligations under the Lease.

5.       Landlord has complied with all of the requirements and conditions
         precedent to the commencement of the term of the Lease as specified in
         the Lease.

6.       The Term commences/commenced on ______________________ and expires on
         ___________________. Tenant has been in occupancy since
         ____________________. Tenant began paying rent on
         __________________________. The monthly base rent Tenant is

                                       1
<PAGE>

         obligated to pay under the Lease is $_________________. Tenant is
         obligated to pay the full rent stipulated in the Lease and has no
         offsets, defenses, or claims in connection therewith. No monies have
         been paid to Landlord in advance of the due date set forth in the
         Lease, except ____________________________________. (If none, so state.
         If this Section 6 is left blank, the Tenant shall be deemed to have
         affirmatively represented that no monies have been paid to Landlord in
         advance of the due date set forth in the Lease.)

7.       The Premises consists of approximately _________________ square feet.

8.       Tenant has delivered to Landlord a security deposit in the amount of
         $______________________.

9.       The Tenant acknowledges that Landlord's lender assumes no liability for
         its security deposit(s), if any, or for the sums escrowed with the
         Landlord for taxes or other operating expenses in the event that
         Landlord's lender acquires the leased property through foreclosure or
         through a transfer of title in lieu of foreclosure, except to the
         extent that the security deposit and/or escrowed sums are actually
         delivered to and collected by Landlord's lender as part of such
         foreclosure or transfer of title.

10.      Tenant agrees not to pay rent more than the rent for the current month
         in advance without Landlord's lender's prior written consent.

11.      Tenant agrees not to modify, amend or terminate its lease without
         Landlord's lender's prior written consent.

12.      Tenant has no right to renew or extend the term of the Lease, to
         expand the Premises or otherwise lease any other part of the Project,
         or to purchase all or any portion of the Project, except as
         follows:______________________________________________________________
         ______________________________________________________________________
         ______________________________________________________________. (If
         none, so state. If this Section 12 is left blank, the Tenant shall
         be deemed to have affirmatively represented that it has no such right
         whatsoever.)

13.      Tenant acknowledges that it has no notice of prior assignments,
         hypothecation or pledge of rents or of Landlord's interest in the Lease
         and that notice of the assignment of Landlord's interest in the Lease
         may be given to Tenant by Certified or Registered Mail, Return receipt
         Requested, at the Premised, unless an alternate address has been
         specified after Tenant's signature below.

14.      Tenant is not currently the subject of any bankruptcy, insolvency,
         debtor's relief, reorganization, receivership, or similar proceedings.

15.      Tenant has not caused or permitted, nor is the undersigned aware of any
         release upon the Premises or contamination of the Premises by any
         hazardous or toxic waste or substance as defined under any federal,
         state or local law, rule, regulation, statute or ordinance relating to
         the presence or existence of any hazardous or toxic substance or waste
         upon the Premises, and the undersigned hereby certifies that it does


                                       2
<PAGE>

         not know or have reasonable cause to believe in the existence of any
         hazardous or toxic substance or waste stored, used, or generated on,
         within or beneath the Premises, or transported to or from the Premises.

16.      The individual signing this Tenant Estoppel Statement on behalf of
         Tenant is the duly elected and presently serving __________________ of
         Tenant and in such capacity, the undersigned is vested with absolute
         authority to act on behalf of Tenant with respect to this Tenant
         Estoppel Statement. The execution and delivery of this Tenant Estoppel
         Statement has been duly authorized by all appropriate
         corporate/partnership/limited liability company action, to the extent
         required by the organizational documentation and laws governing Tenant.


                                     TENANT:


                                     ___________________________________________
                                     ______________________________

Date: _________________              By: _______________________________________
                                     Print Name: _______________________________
                                     Print Title: ______________________________

Address to which notices are to be sent
if other than Premises:


_______________________________
_______________________________

                                       3
<PAGE>
                                    EXHIBIT F

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                                GUARANTY OF LEASE

         THIS GUARANTEE OF Lease (this "Guaranty") is made as of ________, 2001,
by __________________________, an individual (the "Guarantor"), whose address is
as set forth in Paragraph 10 hereof, in favor of Nine Thousand Sunset, LLC, a
California limited liability company ("Landlord"), having an office at 660 South
Figueroa Street, 24th Floor, Los Angeles, California 90017.

         WHEREAS, Landlord and ________________________, a
_____________________, desire to enter into that certain Lease dated
____________ (the "Lease") concerning the premises
_________________________________________________ in that certain office
building commonly known as _______________________ and located at
____________________________, Los Angeles, California 90069;

         WHEREAS, Guarantor has a financial interest in the Tenant; and

         WHEREAS, Landlord would not execute the Lease if Guarantor did not
execute and deliver to Landlord this Guaranty.

         NOW, THEREFORE, for and in consideration of the execution of the
foregoing Lease by Landlord and as a material inducement to Landlord to execute
said Lease, Guarantor hereby absolutely, presently, continually, unconditionally
and irrevocably guarantees the prompt payment by Tenant of all rentals and other
sums payable by Tenant under said Lease, as specified herein, and the faithful
and prompt performance by Tenant of each and every one of the terms, conditions
and covenants of said Lease to be kept and performed by Tenant, and further
agrees as follows:

1.       It is specifically agreed and understood that the terms, covenants and
         conditions of the Lease may be altered, affected, modified, amended,
         compromised, released or otherwise changed by agreement between
         Landlord and Tenant, or by course of conduct and Guarantor does
         guaranty and promise to perform all of the obligations of Tenant under
         the Lease as so altered, affected, modified, amended, compromised,
         released or changed and the Lease may be assigned by or with the
         consent of Landlord or any assignee of Landlord without consent or
         notice to Guarantor and that this Guaranty shall thereupon and
         thereafter guaranty the performance of said Lease as so changed,
         modified, amended, compromised, released, altered or assigned.

2.       This Guaranty shall not be released, modified or affected by failure or
         delay on the part of Landlord to enforce any of the rights or remedies
         of Landlord under the Lease, whether pursuant to the terms thereof or
         at law or in equity, or by any release of any person liable under the
         terms of the Lease (including, without limitation, Tenant) or any other
         guarantor, including without limitation, any other Guarantor named
         herein, from any liability with respect to Guarantor's obligations
         hereunder.


                                       1
<PAGE>

3.       Guarantor's liability under this Guaranty shall continue until all of
         the Base Rent due under the Lease has been paid in full in cash and
         until all other obligations to Landlord have been satisfied as
         specifically provided below. If all or any portion of Tenant's
         obligations under the Lease is paid or performed by Tenant, the
         obligations of Guarantor hereunder shall continue and remain in full
         force and effect in the event that all or any part of such payment(s)
         or performance(s) is avoided or recovered directly or indirectly from
         Landlord as a preference, fraudulent transfer or otherwise.

4.       Guarantor warrants and represents to Landlord that Guarantor now has
         and will continue to have full and complete access to any and all
         information concerning the Lease, the value of the assets owned or to
         be acquired by Tenant, Tenant's financial status and its ability to pay
         and perform the obligations owed to Landlord under the Lease. Guarantor
         further warrants and represents that Guarantor has reviewed and
         approved copies of the Lease and is fully informed of the remedies
         Landlord may pursue, with or without notice to Tenant, in the event of
         default under the Lease. So long as any of the Guarantor's obligations
         hereunder remains unsatisfied or owing to Landlord, Guarantor shall
         keep fully informed as to all aspects of Tenant's financial condition
         and the performance of said obligations.

5.       Guarantor hereby covenants and agrees with Landlord that if a monetary
         default shall at any time occur in the payment of any sums due under
         the Lease by Tenant or in the performance of any other obligation of
         Tenant under the Lease, Guarantor shall and will forthwith upon demand
         pay such sums and any arrears thereof, to Landlord in legal currency of
         the United States of America for payment of public and private debts,
         and take all other actions necessary to cure such default and perform
         such obligations of Tenant.

6.       The liability of Guarantor under this Guaranty is a guaranty of payment
         and performance and not of collectability, and is not conditioned or
         contingent upon the genuineness, validity, regularity or enforceability
         of the Lease or the pursuit by Landlord of any remedies which it now
         has or may hereafter have with respect thereto, at law, in equity or
         otherwise.

7.       Guarantor hereby waives and agrees not to assert or take advantage of
         to the extent permitted by law: (i) notice of acceptance of this
         Guaranty; (ii) demand of payment, presentation and protest; (iii) any
         right to require Landlord to apply to any default any security deposit
         or other security it may hold under the Lease; (iv) any statute of
         limitations affecting Guarantor's liability hereunder or the
         enforcement thereof; (v) any right or defense that may arise by reason
         of the incapability, lack of authority, death or disability of Tenant
         or any other person; and (vi) all principles or provisions of law which
         conflict with the terms of this Guaranty. Guarantor further agrees that
         Landlord may enforce this Guaranty upon the occurrence of a default
         under the Lease, notwithstanding any dispute between Landlord and
         Tenant with respect to the existence of said default or performance of
         the obligations under the Lease or any counterclaim, set-off or other
         claim which Tenant may allege against Landlord with respect thereto.
         Moreover, Guarantor agrees that Guarantor's obligations shall not be
         affected by any circumstances which constitute a legal or equitable
         discharge of a guarantor or surety.

8.       Guarantor agrees that Landlord may enforce this Guaranty without the
         necessity of proceeding against Tenant or any other guarantor.
         Guarantor hereby waives the right to require Landlord to proceed
         against Tenant, to proceed against any other guarantor, to exercise any
         right or remedy under the Lease or to pursue any other remedy or to
         enforce any other right.

                                       2
<PAGE>

9.       (a) Guarantor agrees that nothing contained herein shall prevent
         Landlord from suing on the Lease or from exercising any rights
         available to it thereunder and that the exercise of any of the
         aforesaid rights shall not constitute a legal or equitable discharge of
         Guarantor. Without limiting the generality of the foregoing, Guarantor
         hereby expressly waives any and all benefits under California Civil
         Code ss.ss. 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850.

         (b) Guarantor agrees that Guarantor shall have no right of subrogation
         against Tenant or any right of contribution against any other guarantor
         unless and until all amounts due under the Lease have been paid in full
         and all other obligations under the Lease have been satisfied.
         Guarantor further agrees that, to the extent the waiver of Guarantor's
         rights of subrogation and contribution as set forth herein is found by
         a court of competent jurisdiction to be void or voidable for any
         reason, any rights of subrogation Guarantor may have against Tenant
         shall be junior and subordinate to any rights Landlord may have against
         Tenant, and any rights of contribution Guarantor may have against any
         other guarantor shall be junior and subordinate to any rights Landlord
         may have against such other guarantor.

         (c) The obligations of Guarantor under this Guaranty shall not be
         altered, limited or affected by any case, voluntary or involuntary,
         involving the bankruptcy, insolvency, receivership, reorganization,
         liquidation or arrangement of Tenant or any defense which Tenant may
         have by reason of order, decree or decision of any court or
         administrative body resulting from any such case. Landlord shall have
         the sole right to accept or reject any plan on behalf of Guarantor
         proposed in such case and to take any other action which Guarantor
         would be entitled to take, including, without limitation, the decision
         to file or not file a claim. Guarantor acknowledges and agrees that any
         payment which accrues with respect to Tenant's obligations under the
         Lease (including, without limitation, the payment of rent) after the
         commencement of any such proceeding (or, if any such payment ceases to
         accrue by operation of law by reason of the commencement of such
         proceeding, such payment as would have accrued if said proceedings had
         not been commenced) shall be included in Guarantor's obligations
         hereunder because it is the intention of the parties that said
         obligations should be determined without regard to any rule or law or
         order which may relieve Tenant of any of its obligations under the
         Lease. Guarantor hereby permits any trustee in bankruptcy, receiver,
         debtor-in-possession, assignee for the benefit of creditors or similar
         person to pay Landlord, or allow the claim of Landlord in respect of,
         any such payment accruing after the date on which such proceeding is
         commenced. Guarantor hereby assigns to Landlord Guarantor's right to
         receive any payments from any trustee in bankruptcy, receiver,
         debtor-in-possession, assignee for the benefit of creditors or similar
         person by way of dividend, adequate protection payment or otherwise.

10.      Any notice, statement, demand, consent, approval or other communication
         required permitted to be given, rendered or made by either party to the
         other, pursuant to this Guaranty or pursuant to any applicable law or
         requirement of public authority, shall be in writing (whether or not so
         stated elsewhere in this Guaranty) and shall be deemed to have been
         properly given, rendered or made only if hand-delivered or sent by
         certified or registered mail, postage pre-paid, addressed to the other
         party at its respective address set forth below, and shall be deemed to
         have been given, rendered or made on the day it is hand-delivered or
         one day after it is mailed, unless it is mailed outside of Los Angeles
         County, California, in which case it shall be deemed to have been
         given, rendered or made on the third business day after the day it is
         mailed. By giving notice as provided above, either party may designate


                                       3
<PAGE>

         a different address for notices, statements, demands, consents,
         approvals or other communications intended for it.

                           To Guarantor:  ___________________________
                                          ___________________________
                                          ___________________________
                                          ___________________________

                           To Landlord:   Nine Thousand Sunset, LLC
                                          c/o Mani Brothers, LLC
                                          660 South Figueroa Street, 24th Floor
                                          Los Angeles, California 90017
                                          Attention:  Joseph Mani


11. Guarantor represents and warrants to Landlord as follows:

         (a) No consent of any other person, including, without limitation, any
         creditors of Guarantor, and no license, permit, approval or
         authorization of, exemption by, notice or report to, or registration,
         filing or declaration with, any governmental authority is required by
         Guarantor in connection with this Guaranty or the execution, delivery,
         performance, validity or enforceability of this Guaranty and all
         obligations required hereunder. This Guaranty has been duly executed
         and delivered by Guarantor, and constitutes the legally valid and
         binding obligation of Guarantor enforceable against such Guarantor in
         accordance with its terms.

         (b) To Guarantor's knowledge, the execution, delivery and performance
         of this Guaranty will not violate any provision of any existing law or
         regulation binding on Guarantor, or any order, judgment, award or
         decree of any court, arbitrator or governmental authority binding on
         Guarantor, or of any mortgage, indenture, lease, contract or other
         agreement, instrument or undertaking to which Guarantor is a party or
         by which Guarantor or any of Guarantor's assets may be bound, and will
         not result in, or require, the creation or imposition of any lien on
         any of Guarantor's property, assets or revenues pursuant to the
         provisions of any such mortgage, indenture, lease, contract, or other
         agreement, instrument or undertaking.

12.      The obligations of Tenant under the Lease to execute and deliver
         estoppel statements, as therein provided, shall be deemed to also
         require the Guarantor hereunder to do and provide the same relative to
         Guarantor.

13.      This Guaranty shall be binding upon Guarantor, Guarantor's heirs,
         representatives, administrators, executors, successors and assigns and
         shall inure to the benefit of and shall be enforceable by Landlord, its
         successors, endorsees and assigns. Any married person executing this
         Guaranty agrees that recourse may be had against community assets and
         against his separate property for the satisfaction of all obligations
         herein guaranteed. As used herein, the singular shall include the
         plural, and the masculine shall include the feminine and neuter and
         vice versa, if the context so requires.

                                       4
<PAGE>

14.      The term "Landlord" whenever used herein refers to and means the
         Landlord specifically named in the Lease and also any assignee of said
         Landlord, whether by outright assignment or by assignment for security,
         and also any successor to the interest of said Landlord or of any
         assignee in the Lease or any part thereof, whether by assignment or
         otherwise. So long as the Landlord's interest in or to the Premises (as
         that term is used in the Lease) or the rents, issues and profits
         therefrom, or in, to or under the Lease, are subject to any mortgage or
         deed of trust or assignment for security, no acquisition by Guarantor
         of the Landlord's interest in the Premises or under the Lease shall
         affect the continuing obligations of Guarantor under this Guaranty,
         which obligations shall continue in full force and effect for the
         benefit of the mortgagee, beneficiary, trustee or assignee under such
         mortgage, deed of trust or assignment, or any purchaser at sale by
         judicial foreclosure or under private power of sale, and of the
         successors and assigns of any such mortgagee, beneficiary, trustee,
         assignee or purchaser.

15.      The term "Tenant" whenever used herein refers to and means the Tenant
         in the Lease specifically named and also any assignee or sublessee of
         said Lease and also any successor to the interests of said Tenant,
         assignee or sublessee of such Lease or any part thereof, whether by
         assignment, Lease or otherwise.

16.      In the event of any dispute or litigation regarding the enforcement or
         validity of this Guaranty, the successful or prevailing party or
         parties shall be entitled to recover reasonable attorney's fees,
         expenses, expert witness fees, and other costs incurred in that action
         proceeding in addition to any other relief to which it may be entitled.

17.      This Guaranty shall be governed by and construed in accordance with the
         laws of the State of California, and in a case involving diversity of
         citizenship, shall be litigated in and subject to the jurisdiction of
         the courts of California.

18.      Every provision of this Guaranty is intended to be severable. In the
         event any term or provision hereof is declared to be illegal or invalid
         for any reason whatsoever by a court of competent jurisdiction, such
         illegality or invalidity shall not affect the balance of the terms and
         provisions hereof, which terms and provisions shall remain binding and
         enforceable.

19.      This Guaranty may be executed in any number of counterparts each of
         which shall be deemed an original and all of which shall constitute one
         and the same Guaranty with the same effect as if all parties had signed
         the same signature page. Any signature page of this Guaranty may be
         detached from any counterpart of this Guaranty and re-attached to any
         other counterpart of this Guaranty identical in form hereto but having
         attached to it one or more additional signature pages.

20.      No failure or delay on the part of Landlord to exercise any power,
         right or privilege under this Guaranty shall impair any such power,
         right or privilege, or be construed to be a waiver of any default or
         any acquiescence therein, nor shall any single or partial exercise of
         such power, right or privilege preclude other or further exercise
         thereof or of any other right, power or privilege.

21.      This Guaranty shall constitute the entire agreement between Guarantor
         and the Landlord with respect to the subject matter hereof. No
         provision of this Guaranty or right of Landlord hereunder may be waived
         nor may Guarantor be released from any obligation hereunder except by a
         writing duly executed by an authorized officer, director or trustee of
         Landlord.

                                       5
<PAGE>

22.      The liability of Guarantor and all rights, powers and remedies of
         Landlord hereunder and under any other agreement now or at any time
         hereafter in force between Landlord and Guarantor relating to the Lease
         shall be cumulative and not alternative and such rights, powers and
         remedies shall be in addition to all rights, powers and remedies given
         to Landlord by law.

23.      The obligations of the individuals signing this Guaranty are joint and
         several, and the release or limitation of liability of any one or more
         of the individual guarantors shall not release or limit the liability
         of any other individual guarantor.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year
first above written.


         ___________________________             _______________________________

         Name: _____________________             Name: _________________________

         Social Security No. _______             Social Security No. ___________

         Address: __________________             Address: ______________________

         ___________________________             _______________________________

                                       6
<PAGE>

                                    EXHIBIT G

                9000 SUNSET BOULEVARD, WEST HOLLYWOOD, CALIFORNIA

                              ASBESTOS NOTIFICATION


                              9000 Sunset Boulevard
                           West Hollywood, California

                                 April 22, 2000


California law requires every owner of a commercial, industrial or multi-tenant
building(s) to provide written notice concerning the presence of asbestos
containing construction materials in the building to its tenants, vendors and
contractors. In accordance with that requirement, this notice is to inform you
that asbestos containing construction materials are present in the Building
referred above. The presence of asbestos materials in buildings such as this is
not unusual. Because of its excellent fire retardant and acoustical insulation
qualities, asbestos was commonly used in buildings constructed prior to 1980.

The presence of asbestos materials has been confirmed by a survey of the
Building conducted by certified professionals. The survey included review of
previous survey data and Building records, a Building inspection, sampling of
suspected asbestos containing materials (ACM), and analysis of the samples
collected. Based on the survey conducted, asbestos -containing materials were
detected in the Mirror Mastic 45-55% Chrysotile, Stucco 2-5% Chrysotile, TSI (4"
Fittings) 30-35% Chrysotile and 10% Amosite, Roof Mastic 10-12% Chrysotile,
Airball 2-3% Chrysotile and Resilient flooring and mastic consisting of various
styles, containing 2-5%v Chrysotile.

MATERIAL              LOCATION             QUANTITY
--------              --------             --------
Fireproofing          Decks, Columns and
                        various beams      Various

Roof Mastic           Roof                 Abated (1998)

TSI Fittings          Various              100 each (50 Abated 1998)

Airball               Roof                 2 sq. ft.

Mirror Mastic         Suite 715            Abated (1998)

Stucco                Roof Level           3,800 sq. ft

Resilient flooring
  & Mastic            Various              600 sq. ft. each
                                           (Suite 405 Abated 1998; 12th floor
                                           Abated November, 1999)

The mere presence of asbestos containing materials does not necessarily present
a health hazard. Hazards exist when asbestos materials are damaged and fibers
are released into the air. Exposure to airborne asbestos fibers can cause lung
disease, cancer and other serious illnesses. To prevent damage to asbestos
containing materials, moving, drilling, boring, penetrating ceiling or otherwise
disturbing those materials should not be attempted; specifically, the following
precautions must be taken by all Building users at 9000 Sunset Boulevard, West
Hollywood, CA:

                                       1
<PAGE>

         All Building and/or tenant vendors (telephone, cable, computer,
         contractors, etc.) must contact the Building's management office prior
         to commencing work in the Building.

         At no time should anyone disturb the asbestos containing material in
         the areas indicated above. If you believe there exists any reason for
         you to go in these areas listed above, DO NOT DO SO, Consult your
         property manager.

An asbestos management plan has been developed for 9000 Sunset Boulevard. The
plan includes:

         o        Emergency procedures for accidental or unforeseen asbestos
                  disturbance.

         o        Facts and regulations and asbestos.

         o        Program policies and record keeping.

         o        Personal protection and worker training for maintenance
                  engineers.

         o        Special maintenance and construction procedures.

         o        Ongoing program evaluation, re-inspection and air monitoring.

A copy of plan for 9000 Sunset Boulevard, West Hollywood, CA, together with all
pertinent asbestos survey and monitoring data, is available for review. You
should contact the property manager to gain access.

California law requires that contractors provide a copy of an asbestos notice to
their sub-contractors and employees working at the Building. You may therefore
wish to send a copy of this notice to each of these persons.

California law also requires persons in the course of doing business whose
activities may result in exposures to asbestos and other substances regulated
under the Safe Drinking and Toxic Enforcement Act of 1986, commonly referred to
as Proposition 65, to provide a clear and reasonable warning. Accordingly, you
are advised as follows:

                  WARNING: The areas within the Building that are described
                  above contain a substance known to the State of California to
                  cause cancer.

General background air monitoring is conducted annually throughout the 9000
Sunset Boulevard Building, to determine the levels of fiber concentrations.
Laboratory analysis conducted to date confirmed fiber concentrations were below
the regulatory guidelines.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, YOU MAY CONTACT THE PROPERTY
MANAGER MANI BROTHERS, LLC AT (213) 430-0500.

                                       2




Source: OneCLE Business Contracts.