STANDARD OFFICE LEASE

                                 BY AND BETWEEN

                        ARDEN REALTY LIMITED PARTNERSHIP,
                         A MARYLAND LIMITED PARTNERSHIP,

                                  AS LANDLORD,

                                       AND

                                ALLCOM USA, INC.,
                              A NEVADA CORPORATION,

                                    AS TENANT




                                    SUITE 250

                                    HAVENGATE


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                  PAGES
                                                                  -----
                                                            
ARTICLE 1   BASIC LEASE PROVISIONS . . . . . . . . . . . . . . . .    1

ARTICLE 2   TERM/PREMISES. . . . . . . . . . . . . . . . . . . . .    2

ARTICLE 3   RENTAL . . . . . . . . . . . . . . . . . . . . . . . .    2
            (A)     BASIC RENTAL . . . . . . . . . . . . . . . . .    2
            (B)     INCREASE IN DIRECT COSTS . . . . . . . . . . .    2
            (C)     DEFINITIONS. . . . . . . . . . . . . . . . . .    3
            (D)     DETERMINATION OF PAYMENT . . . . . . . . . . .    4

ARTICLE 4   SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . .    5

ARTICLE 5   HOLDING OVER . . . . . . . . . . . . . . . . . . . . .    5

ARTICLE 6   PERSONAL PROPERTY TAXES. . . . . . . . . . . . . . . .    6

ARTICLE 7   USE. . . . . . . . . . . . . . . . . . . . . . . . . .    6

ARTICLE 8   CONDITION OF PREMISES. . . . . . . . . . . . . . . . .    6

ARTICLE 9   REPAIRS AND ALTERATIONS. . . . . . . . . . . . . . . .    7
            (a)     LANDLORD'S OBLIGATION. . . . . . . . . . . . .    7
            (b)     TENANT'S OBLIGATION. . . . . . . . . . . . . .    7
            (c)     ALTERATIONS. . . . . . . . . . . . . . . . . .    7
            (d)     INSURANCE LIENS. . . . . . . . . . . . . . . .    7
            (e)     COSTS AND FEES; REMOVAL. . . . . . . . . . . .    8

ARTICLE 10  LIENS. . . . . . . . . . . . . . . . . . . . . . . . .    8

ARTICLE 11  PROJECT SERVICES . . . . . . . . . . . . . . . . . . .    8
            (a)     BASIC SERVICES . . . . . . . . . . . . . . . .    8
            (b)     EXCESS USAGE . . . . . . . . . . . . . . . . .    9
            (c)     ADDITIONAL ELECTRICAL SERVICES . . . . . . . .    9
            (d)     HVAC BALANCE . . . . . . . . . . . . . . . . .    9
            (e)     TELECOMMUNICATIONS . . . . . . . . . . . . . .    9
            (f)     AFTER-HOURS USE. . . . . . . . . . . . . . . .    9
            (g)     REASONABLE CHARGES . . . . . . . . . . . . . .   10
            (h)     SOLE ELECTRICAL REPRESENTATIVE . . . . . . . .   10

ARTICLE 12  RIGHTS OF LANDLORD . . . . . . . . . . . . . . . . . .   10
            (a)     RIGHT OF ENTRY . . . . . . . . . . . . . . . .   10
            (b)     MAINTENANCE WORK . . . . . . . . . . . . . . .   10
            (c)     ROOFTOP. . . . . . . . . . . . . . . . . . . .   10

ARTICLE 13  INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY. . . .   10
            (a)     INDEMNITY. . . . . . . . . . . . . . . . . . .   10
            (b)     EXEMPTION OF LANDLORD FROM LIABILITY . . . . .   11
            (c)     SECURITY . . . . . . . . . . . . . . . . . . .   11

ARTICLE 14  INSURANCE. . . . . . . . . . . . . . . . . . . . . . .   11
            (a)     TENANT'S INSURANCE . . . . . . . . . . . . . .   11
            (b)     FORM OF POLICIES . . . . . . . . . . . . . . .   12
            (c)     LANDLORD'S INSURANCE . . . . . . . . . . . . .   12
            (d)     WAIVER OF SUBROGATION. . . . . . . . . . . . .   12
            (e)     COMPLIANCE WITH LAW. . . . . . . . . . . . . .   12

ARTICLE 15  ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . .   12

ARTICLE 16  DAMAGE OR DESTRUCTION. . . . . . . . . . . . . . . . .   14


<PAGE>
ARTICLE 17  Subordination. . . . . . . . . . . . . . . . . . . . .   15

ARTICLE 18  Eminent Domain . . . . . . . . . . . . . . . . . . . .   16

ARTICLE 19  Default. . . . . . . . . . . . . . . . . . . . . . . .   16

ARTICLE 20  Remedies. . . . . . . . . . . . . . . . . . . . .. . .   17

ARTICLE 21  Transfer of Landlord's Interest. . . . . . . . . . . .   18

ARTICLE 22  Broker . . . . . . . . . . . . . . . . . . . . . . . .   18

ARTICLE 23  Parking. . . . . . . . . . . . . . . . . . . . . . . .   19

ARTICLE 24  Waiver . . . . . . . . . . . . . . . . . . . . . . . .   19

ARTICLE 25  Estoppel Certificate . . . . . . . . . . . . . . . . .   19

ARTICLE 26  Liability Of Landlord. . . . . . . . . . . . . . . . .   20

ARTICLE 27  Inability To Perform . . . . . . . . . . . . . . . . .   20

ARTICLE 28  Hazardous Waste. . . . . . . . . . . . . . . . . . . .   20

ARTICLE 29  Surrender of Premises; Removal of Property . . . . . .   22

ARTICLE 30  Miscellaneous. . . . . . . . . . . . . . . . . . . . .   22
            (a)     Severability; Entire Agreement . . . . . . . .   22
            (b)     Attorneys' Fees; Waiver of Jury Trial. . . . .   23
            (c)     Time of Essence. . . . . . . . . . . . . . . .   23
            (d)     Headings; Joint and Several. . . . . . . . . .   23
            (e)     Reserved Area. . . . . . . . . . . . . . . . .   23
            (f)     No Option. . . . . . . . . . . . . . . . . . .   24
            (g)     Use of Project Name; Improvements. . . . . . .   24
            (h)     Rules and Regulations. . . . . . . . . . . . .   24
            (i)     Quiet Possession . . . . . . . . . . . . . . .   24
            (j)     Rent . . . . . . . . . . . . . . . . . . . . .   24
            (k)     Successors and Assigns . . . . . . . . . . . .   24
            (l)     Notices. . . . . . . . . . . . . . . . . . . .   24
            (m)     Persistent Delinquencies . . . . . . . . . . .   24
            (n)     Right of Landlord to Perform . . . . . . . . .   24
            (o)     Access, Changes in Project, Facilities, Name . . 25
            (p)     Signing Authority. . . . . . . . . . . . . . .   25
            (q)     Identification of Tenant . . . . . . . . . . .   25
            (r)     Intentionally Omitted. . . . . . . . . . . . .   26
            (s)     Survival of Obligations. . . . . . . . . . . .   26
            (t)     Confidentiality. . . . . . . . . . . . . . . .   26
            (u)     Governing Law. . . . . . . . . . . . . . . . .   26
            (v)     Exhibits . . . . . . . . . . . . . . . . . . .   27
            (w)     Independent Covenants. . . . . . . . . . . . .   27
            (x)     Counterparts . . . . . . . . . . . . . . . . .   27

ARTICLE 31  Right of First Offer . . . . . . . . . . . . . . . . .   27

ARTICLE 32  Eyebrow Signage. . . . . . . . . . . . . . . . . . . .   28


Exhibit "A"  Premises
Exhibit "B"  Rules and Regulations
Exhibit "C"  Notice of Lease Term Dates and Tenant's Proportionate Share
Exhibit "D"  Tenant Work Letter



<PAGE>


                         INDEX OF DEFINED TERMS
                         ----------------------

DEFINED TERMS                                                    PAGE
-------------                                                 ---------
                                                           
Additional Rent. . . . . . . . . . . . . . . . . . . . . . . .        3
Alterations. . . . . . . . . . . . . . . . . . . . . . . . . .        7
Approved Working Drawings. . . . . . . . . . . . . . . . . . .Exhibit D
Architect. . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Base Year. . . . . . . . . . . . . . . . . . . . . . . . . . .        2
Basic Rental . . . . . . . . . . . . . . . . . . . . . . . . .        1
Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . .        2
Commencement Date. . . . . . . . . . . . . . . . . . . . . . .        1
Contractor . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Direct Costs . . . . . . . . . . . . . . . . . . . . . . . . .        3
Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
Estimate Statement . . . . . . . . . . . . . . . . . . . . . .        4
Estimated Excess . . . . . . . . . . . . . . . . . . . . . . .        4
Event of Default . . . . . . . . . . . . . . . . . . . . . . .       16
Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
Expiration Date. . . . . . . . . . . . . . . . . . . . . . . .        1
First Month's Rent . . . . . . . . . . . . . . . . . . . . . .        2
Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . .       20
Hazardous Material . . . . . . . . . . . . . . . . . . . . . .       22
Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . .        1
Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       22
Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1
Lease Year . . . . . . . . . . . . . . . . . . . . . . . . . .        2
Operating Costs. . . . . . . . . . . . . . . . . . . . . . . .        3
Over-Allowance Amount. . . . . . . . . . . . . . . . . . . . .Exhibit D
Parking Passes . . . . . . . . . . . . . . . . . . . . . . . .        2
Partnership Tenant . . . . . . . . . . . . . . . . . . . . . .       26
Permitted Use. . . . . . . . . . . . . . . . . . . . . . . . .        2
Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Premises . . . . . . . . . . . . . . . . . . . . . . . . . . .        i
Project. . . . . . . . . . . . . . . . . . . . . . . . . . . .        I
Real Property. . . . . . . . . . . . . . . . . . . . . . . . .        3
Security Deposit . . . . . . . . . . . . . . . . . . . . . . .        2
Square Footage . . . . . . . . . . . . . . . . . . . . . . . .        1
Statement. . . . . . . . . . . . . . . . . . . . . . . . . . .        5
Tax Costs. . . . . . . . . . . . . . . . . . . . . . . . . . .        3
Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1
Tenant Delays. . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Tenant Improvements. . . . . . . . . . . . . . . . . . . . . .        7
Tenant's Proportionate Share . . . . . . . . . . . . . . . . .        2
Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . .       14
Transfer Premium . . . . . . . . . . . . . . . . . . . . . . .       14
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . .       14
Working Drawings . . . . . . . . . . . . . . . . . . . . . . .Exhibit D



<PAGE>
                             STANDARD OFFICE LEASE
                             ---------------------

     This  Standard  Office  Lease ("Lease") is made and entered into as of this
27th  day  of November, 2001, by and between ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland  limited  partnership  ("Landlord"),  and  ALLCOM  USA,  INC., a Nevada
corporation  ("Tenant").

     Tenant hereby leases from Landlord the premises described as Suite No. 250,
as designated on the plan attached hereto and incorporated herein as Exhibit "A"
("Premises"),  of the project ("Project") whose address is 10390 Commerce Center
Drive,  Rancho  Cucamonga,  California,  for  the  Term  and  upon the terms and
conditions  hereinafter  set  forth,  and  Landlord  and  Tenant hereby agree as
follows:



                                         ARTICLE 1
                                         ---------

                                  BASIC LEASE PROVISIONS
                                  ----------------------

                              
A.   TERM:                          Thirty-seven (37) months.

     COMMENCEMENT DATE:             The earlier of (i) the date Tenant first commences
                                    to conduct business in the Premises, or (ii) the date
                                    of Substantial Completion of Improvements in the
                                    Premises (but not earlier than January 1, 2002
                                    unless due to Tenant having commenced to
                                    conduct business).

     EXPIRATION DATE:               The date immediately preceding the thirty-seventh
                                    month following the Commencement Date;
                                    provided, however, that if the Commencement
                                    Date is a date other than the first day of a month,
                                    the Expiration Date shall be the last day of the
                                    month which is thirty-seven (37) months after the
                                    month in which the Commencement Date falls,
                                    unless extended or earlier terminated pursuant to
                                    this Lease.

B.   SQUARE FOOTAGE:                2,422 rentable square feet.

C.   BASIC RENTAL:

                        Annual           Monthly         Monthly Basic Rental
     Lease Month     Basic Rental     Basic Rental     Per Rentable Square Foot
     -----------     ------------     ------------     ------------------------

         1               Free             Free                   Free
        2-12              N/A           $3,511.90                $1.45
       13-24          $43,596.00        $3,633.00                $1.50
       25-37          $45,049.20        $3,754.10                $1.55

D.   BASE YEAR:                     2001

E.   TENANT'S PROPORTIONATE SHARE:  3.01%

F.   SECURITY DEPOSIT:              A security deposit of $3,754.10 shall be due and
                                    payable by Tenant to  Landlord  upon Tenant's
                                    execution of this Lease.

G.   PERMITTED USE:                 General office use.

H.   BROKERS:                       Rose Management Group


<PAGE>
I.   PARKING PASSES:                Tenant shall rent four (4) unreserved parking
                                    passes for each 1,000 rentable square feet
                                    contained in the Premises, which equals ten (10
                                    passes, at the rate provided in Article 23 hereof.

J.   INITIAL INSTALLMENT OF BASIC   The first full month's Basic Rental of $3,511.90
     RENTAL:                        (which shall be applied to Tenant's Basic Rental
                                    obligation for the second (2nd) month of the Term)
                                    shall be due and payable by Tenant to Landlord
                                    upon Tenant's execution of this Lease.


                                    ARTICLE 2
                                    ---------

                                  TERM/PREMISES
                                  -------------

     The Term of this Lease shall commence on the Commencement Date as set forth
in  Article  1.A.  of the Basic Lease Provisions and shall end on the Expiration
Date  set  forth  in Article 1.A. of the Basic Lease Provisions. For purposes of
this  Lease, the term "LEASE YEAR" shall mean each consecutive twelve (12) month
period  during  the  Lease  Term,  with  the  first Lease Year commencing on the
Commencement  Date;  however,  (a) if the Commencement Date falls on a day other
than  the  first  day of a calendar month, the first Lease Year shall end on the
last day of the eleventh (11th) month after the Commencement Date and the second
(2nd) and each succeeding Lease Year shall commence on the first day of the next
calendar month, and (b) the last Lease Year shall end on the Expiration Date. If
Landlord  does not deliver possession of the Premises to Tenant on or before the
anticipated  Commencement  Date  (as  set forth in Article 1.A, above), Landlord
shall not be subject to any liability for its failure to do so, and such failure
shall  not  affect  the  validity  of  this  Lease nor the obligations of Tenant
hereunder.  Landlord  and Tenant hereby stipulate that the Premises contains the
number  of  square feet specified in Article 1.B. of the Basic Lease Provisions,
except  that the rentable and usable square feet of the Premises and the Project
are  subject  to  verification  from  time to time by Landlord's architect/space
planner.  In  the  event that Landlord's architect/space planner determines that
the  amounts  thereof shall be different from those set forth in this Lease, all
amounts,  percentages  and  figures appearing or referred to in this Lease based
upon  such  incorrect  amount  (including, without limitation, the amount of the
Basic  Rental, Tenant's Proportionate Share, and the "Improvement Allowance," as
that  term  is defined in Section 2 of the Tenant Work Letter) shall be modified
in accordance with such determination. If such determination is made, it will be
confirmed  in  writing  by  Landlord to Tenant. Landlord may deliver to Tenant a
Commencement  Letter  in a form substantially similar to that attached hereto as
Exhibit  "C",  which Tenant shall execute and return to Landlord within five (5)
days  of  receipt  thereof.  Failure of Tenant to timely execute and deliver the
Commencement  Letter  shall  constitute  an  acknowledgment  by  Tenant that the
statements  included  in  such  notice  are true and correct, without exception.

                                    ARTICLE 3
                                    ---------

                                     RENTAL
                                     ------

     (a)     Basic  Rental.   Tenant  agrees  to  pay  to  Landlord  during  the
             -------------
Term hereof, at Landlord's office or to such other person or at such other place
as  directed  from  time  to time by written notice to Tenant from Landlord, the
initial  monthly  and annual sums as set forth in Article 1.C of the Basic Lease
Provisions,  payable in advance on the first day of each calendar month, without
demand,  setoff  or deduction, and in the event this Lease commences or the date
of  expiration of this Lease occurs other than on the first day or last day of a
calendar  month,  the rent for such month shall be prorated. Notwithstanding the
foregoing,  the  first  full  month's  Basic Rental shall be paid to Landlord in
accordance  with  Article 1.J.  of  the  Basic  Lease  Provisions.

     (b)     Increase  in  Direct Costs. The term "BASE YEAR" means the calendar
             --------------------------
year  set  forth  in  Article  1.D.  of the Basic Lease Provisions.   If, in any
calendar  year during the Term of this Lease, the "Direct Costs" (as hereinafter
defined)  paid or incurred by Landlord shall be higher than the Direct Costs for
the  Base  Year,  Tenant  shall  pay  an additional sum for each such subsequent
calendar  year  equal  to the product of the amount set forth in Article 1.E. of
the  Basic Lease Provisions multiplied by such increased amount of Direct Costs.
In the event either the Premises and/or the Project is expanded or reduced, then
Tenant's  Proportionate  Share  shall  be


<PAGE>
appropriately adjusted, and as to the calendar year in which such change occurs,
Tenant's  Proportionate  Share for such calendar year shall be determined on the
basis  of  the  number  of  days  during that particular calendar year that such
Tenant's  Proportionate  Share  was  in  effect.  In  the event this Lease shall
terminate on any date other than the last day of a calendar year, the additional
sum  payable  hereunder  by  Tenant during the calendar year in which this Lease
terminates  shall  be prorated on the basis of the relationship which the number
of  days  which "have elapsed from the commencement of said calendar year to and
including  said date on which this Lease terminates bears to three hundred sixty
five (365), Any and all amounts due and payable by Tenant pursuant to this Lease
(other  than  Basic Rental) shall be deemed "ADDITIONAL RENT" and Landlord shall
be  entitled  to  exercise  the  same  rights and remedies upon default in these
payments as Landlord is entitled to exercise with respect to defaults in monthly
Basic  Rental  payments.

     (c)     Definitions.  As  used  herein  the  term "DIRECT COSTS" shall mean
             -----------
the  sum  of  the  following:

               (i)     "TAX  COSTS",  which  shall  mean any and all real estate
taxes  and  other similar charges on real property or improvements, assessments,
water  and  sewer  charges, and all other charges assessed, reassessed or levied
upon  the  Project and appurtenances thereto and the parking or other facilities
thereof,  or  the real property thereunder (collectively the "REAL PROPERTY") or
attributable  thereto  or  on  the  rents, issues, profits or income received or
derived therefrom which are assessed, reassessed or levied by the United States,
the  State  of  California  or  any  local government authority or agency or any
political  subdivision  thereof,  and  shall include Landlord's reasonable legal
fees,  costs  and  disbursements  incurred  in  connection  with proceedings for
reduction  of  Tax  Costs  or any pan thereof; provided, however, if at any time
after  the  date  of  this Lease the methods of taxation now prevailing shall be
altered  so  that in lieu of or as a supplement to or a substitute for the whole
or  any part of any Tax Costs, there shall be assessed, reassessed or levied (a)
a  tax, assessment, reassessment, levy, imposition or charge wholly or partially
as  a  net  income, capital or franchise levy or otherwise on the rents, issues,
profits  or  income  derived  therefrom, or (b) a tax, assessment, reassessment,
levy  (including  but  not  limited  to  any  municipal, state or federal levy),
imposition  or  charge  measured  by  or based in whole or in part upon the Real
Property  and  imposed  upon Landlord, or (c) a license fee measured by the rent
payable  under  this  Lease,  then all such taxes, assessments, reassessments or
levies  or the part thereof so measured or based, shall be deemed to be included
in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs
for  any  year  subsequent to the Base Year be less than the amount of Tax Costs
included  in  Direct  Costs for the Base Year. In addition, when calculating Tax
Costs  for  the  Base Year, special assessments shall only be deemed included in
Tax  Costs  for  the  Base  Year to the extent that such special assessments are
included  in  Tax  Costs  for the applicable subsequent calendar year during the
Term.

               (ii)     "OPERATING  COSTS",  which  shall  mean  all  costs  and
expenses  incurred  by  Landlord  in connection with the maintenance, operation,
replacement,  ownership  and  repair  of  the  Project,  the  equipment,  the
intrabuilding  cabling  and  wiring,  adjacent  walks,  malls and landscaped and
common  areas  and  the  parking structure, areas and facilities of the Project,
including,  but  not  limited to, salaries, wages, medical, surgical and general
welfare  benefits  and  pension  payments,  payroll  taxes,  fringe  benefits,
employment  taxes,  workers' compensation, uniforms and dry cleaning thereof for
all  persons  who  perform  duties connected with the operation, maintenance and
repair  of  the Project, its equipment, the intrabuilding cabling and wiring and
the  adjacent  walks  and  landscaped  areas,  including  janitorial, gardening,
security, parking, operating engineer, elevator, painting, plumbing, electrical,
carpentry,  heating,  ventilation,  air  conditioning,  window  washing,  hired
services,  a  reasonable  allowance for depreciation of the cost of acquiring or
the  rental  expense of persona! property used in the maintenance, operation and
repair  of  the  Project,  accountant's fees incurred in the preparation of rent
adjustment  statements,  legal  fees,  real estate tax consulting fees, personal
property taxes on property used in the maintenance and operation of the Project,
fees,  costs,  expenses  or dues payable pursuant to the terms of any covenants,
conditions  or  restrictions  or  owners' association pertaining to the Project,
capital  expenditures incurred to effect economies of operation of, or stability
of  services  to,  the  Project  and capital expenditures required by government
regulations,  laws,  or  ordinances  including, but not limited to the Americans
with  Disabilities  Act;  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);  the  cost  of  all  charges  for  electricity, gas, water and other
utilities furnished to the Project, including any taxes thereon; the cost of all
charges  for  fire  and  extended  coverage,


<PAGE>
liability  and  all  other  insurance  in connection with the Project carried by
Landlord; the cost of all building and cleaning supplies and materials; the cost
of  all  charges  for  cleaning,  maintenance  and  service  contracts and other
services  with  independent  contractors  and  administration  fees;  a property
management fee (which fee may be imputed if Landlord has internalized management
or  otherwise  acts  as  its  own  property  manager)  and  license,  permit and
inspection fees relating to the Project. In the event, during any calendar year,
the  Project  is  less  than  ninety-five  percent  (95%) occupied at all times,
Operating  Costs shall be adjusted to reflect the Operating Costs of the Project
as though ninety-five percent (95%) were occupied at all times, and the increase
or  decrease in the sums owed hereunder shall be based upon such Operating Costs
as  so  adjusted.  In no event shall costs for any item of utilities included in
Direct  Costs  for  any year subsequent to the Base Year be less than the amount
included  in  Direct  Costs  for  the  Base  Year  for  such  utility  item.
Notwithstanding  anything  to  the  contrary  set  forth in this Article 3, when
calculating Operating Costs for the Base Year, Operating Costs shall exclude (a)
market-wide  labor-rate  increases due to extraordinary circumstances including,
but  not  limited  to,  boycotts  and strikes, (b) utility rate increases due to
extraordinary  circumstances  including,  but  not  limited  to,  conservation
surcharges,  boycotts, embargoes or other shortages, and (c) amortization of any
capital  items  including,  but  not  limited  to, capital improvements, capital
repairs  and  capital  replacements  (including  such  amortized costs where the
actual improvement, repair or replacement was made in prior years).

     (d)       Determination  of  Payment.
               --------------------------

          (i)     If  for any calendar year  ending  or  commencing  within  the
Term,  Tenant's  Proportionate  Share  of  Direct  Costs  for such calendar year
exceeds  Tenant's  Proportionate  Share  of Direct Costs for the Base Year, then
Tenant  shall  pay to Landlord, in the manner set forth in Sections 3(d)(ii) and
(iii),  below,  and  as  Additional  Rent,  an  amount  equal to the excess (the
"EXCESS").

          (ii)    Landlord shall 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 Costs for the then-current
calendar  year  shall  be  and  the estimated Excess (the "ESTIMATED EXCESS") as
calculated  by  comparing  Tenant's Proportionate Share of Direct Costs for such
calendar year, which shall be based upon the Estimate, to Tenant's Proportionate
Share  of  Direct  Costs  for  the  Base Year. The failure of Landlord to timely
furnish the Estimate Statement for any calendar year shall not preclude Landlord
from  subsequently  enforcing  its  rights to collect any Estimated Excess under
this  Article  3, once such Estimated Excess has been determined by Landlord. If
pursuant  to  the  Estimate  Statement an Estimated Excess is calculated for the
then-current  calendar  year,  Tenant  shall  pay,  with its next installment of
monthly  Basic  Rental  due,  a  fraction  of  the  Estimated  Excess  for  the
then-current  calendar  year  (reduced  by any amounts paid pursuant to the last
sentence  of  this  Section 3(d)(ii)). Such fraction shall have as its numerator
the  number  of  months  which have elapsed in such current calendar year to the
month  of such payment, both months inclusive, and shall have twelve (12) as its
denominator,  Until  a  new  Estimate  Statement  is furnished, Tenant shall pay
monthly,  with  the  monthly  Basic  Rental  installments,  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.

          (iii)     In  addition, Landlord shall  endeavor  to  give  to  Tenant
as  soon  as  reasonably  practicable following the end of each calendar year, a
statement  (the  "STATEMENT")  which  shall  state  the Direct Costs incurred or
accrued  for  such preceding calendar year, and which shall indicate the amount,
if  any,  of  the  Excess.  Upon receipt of the Statement for each calendar year
during the Term, if amounts paid by Tenant as Estimated Excess are less than the
actual  Excess  as  specified  on the Statement, Tenant shall pay, with its next
installment  of monthly Basic Rental due, the full amount of the Excess for such
calendar  year,  less  the  amounts,  if  any, paid during such calendar year as
Estimated  Excess.  If,  however,  the  Statement indicates that amounts paid by
Tenant  as  Estimated  Excess are greater than the actual Excess as specified on
the  Statement,  such  overpayment  shall  be  credited  against  Tenant's  next
installments  of Estimated Excess. The failure of Landlord to timely furnish the
Statement  for any calendar year shall not prejudice Landlord from enforcing its
rights under this Article 3, once such Statement has been delivered. Even though
the  Term  has  expired  and  Tenant  has  vacated  the Premises, when the final
determination  is  made  of Tenant's Proportionate Share of the Direct Costs for
the  calendar  year  in  which  this  Lease terminates, if an Excess is present,
Tenant shall immediately pay to Landlord an amount as calculated pursuant to the
provisions  of  this


<PAGE>
Article  3(d).  The  provisions  of  this  Section  3(d){iii)  shall survive the
expiration  or  earlier  termination  of  the  Term.

          (iv)     If  the  Project is a  part  of a multi-building development,
those  Direct  Costs  attributable  to  such  development  as  a  whole (and not
attributable  solely  to  any individual building therein) shall be allocated by
Landlord to the Project and to the other buildings within such development on an
equitable  basis.

                                    ARTICLE 4
                                    ---------

                                SECURITY DEPOSIT
                                ----------------

     Tenant shall deposit with Landlord the sum set forth in Article 1.F. of the
Basic  Lease  Provisions  as  security  for the full and faithful performance of
every  provision of this Lease to be performed by Tenant. If Tenant breaches any
provision  of  this  Lease,  including  but  not limited to the payment of rent,
Landlord may use all or any part of this security deposit for the payment of any
rent  or any other sums in default, or to compensate Landlord for any other loss
or  damage  which  Landlord  may  suffer  by  reason of Tenant's default. If any
portion  of  said  deposit  is so used or applied, Tenant shall, within five (5)
days  after  written  demand  therefor,  deposit cash with Landlord in an amount
sufficient  to  restore  the  security deposit to its full amount. Tenant agrees
that  Landlord  shall  not  be  required  to keep the security deposit in trust,
segregate it or keep it separate from Landlord's general funds, but Landlord may
commingle  the  security  deposit with its general funds and Tenant shall not be
entitled  to  interest on such deposit. At the expiration of the Lease Term, and
provided  there  exists  no default by Tenant hereunder, the security deposit or
any  balance  thereof  shall be returned to Tenant (or, at Landlord's option, to
Tenant's  "Transferee,"  as  such term is defined in Article 15 below), 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  Cost 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 Cost payments
due from Tenant for such calendar year through the date of expiration or earlier
termination  of  this  Lease and any amounts so retained and not applied to such
reconciliation  shall  be  returned  to  Tenant  within  thirty  (30) days after
Landlord's  delivery  of the Statement for such calendar year), (ii) any and all
amounts  reasonably  estimated  by Landlord to cover the anticipated costs to be
incurred  by Landlord to remove any signage provided to Tenant under this Lease,
to remove cabling and other items required to be removed by Tenant under Article
29  (b) below and to repair any damage caused by such removal (in which case any
excess  amount so retained by Landlord shall be returned to Tenant within thirty
(30)  days  after  such  removal  and  repair),  and  (iii)  any and all amounts
permitted  by  law  or  this  Article  4. Tenant hereby waives the provisions of
Section 1950.7 of the California Civil Code and all other provisions of law, now
or  hereafter  in  effect, which provide that Landlord may claim from a security
deposit  only  those sums reasonably necessary to remedy defaults in the payment
of  rent,  to  repair damage caused by Tenant or to clean the Premises, it being
agreed  that  Landlord  may,  in  addition,  claim  those sums specified in this
Article  4  above  and/or those sums reasonably necessary to compensate Landlord
for  any  other loss or damage, foreseeable or unforeseeable, caused by the acts
or omissions of Tenant or any officer, employee, agent, contractor or invitee of
Tenant.

                                    ARTICLE 5
                                    ---------

                                  HOLDING OVER
                                  ------------

     Should  Tenant,  without  Landlord's  written  consent,  hold  over  after
termination  of this Lease, Tenant shall become a tenant at sufferance upon each
and  all of the terms herein provided as may be applicable to such a tenancy and
any  such  holding  over shall not constitute an extension of this Lease. During
such  holding over, Tenant shall pay in advance, monthly, Basic Rental at a rate
equal  to  three times the rate in effect for the last month of the Term of this
Lease  or  three  times  Landlord's then asking rate for comparable space in the
Project,  whichever  is  greater,  in addition to, and not in lieu of, all other
payments  required  to  be made by Tenant hereunder including but not limited to
Tenant's  Proportionate Share of any increase in Direct Costs. Nothing contained
in  this Article 5 shall be construed as consent by Landlord to any holding over
of  the Premises 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 earlier termination of the Term. If Tenant fails to
surrender  the  Premises  upon  the


<PAGE>
expiration  or termination of this Lease, Tenant agrees to indemnify, defend and
hold  Landlord  harmless  from  all costs, loss, expense or liability, including
without limitation, claims made by and real estate brokers claims and attorney's
fees  and  costs.

                                    ARTICLE 6
                                    ---------

                             PERSONAL PROPERTY TAXES
                             -----------------------

     Tenant  shall  pay,  prior  to  delinquency,  all taxes assessed against or
levied  upon  trade  fixtures,  furnishings,  equipment  and  all other personal
property  of Tenant located in the Premises. In the event any or all of Tenant's
trade  fixtures,  furnishings,  equipment  and  other personal property shall be
assessed  and  taxed  with  property of Landlord, or if the cost or value of any
leasehold  improvements  in  the  Premises  exceeds  the  cost  or  value  of  a
Project-standard  buildout  as  determined  by  Landlord  and, as a result, real
property  taxes  for  the  Project  are increased. Tenant shall pay to Landlord,
within ten (10) days after delivery to Tenant by Landlord of a written statement
setting  forth  such  amount,  the  amount  of such taxes applicable to Tenant's
property or above-standard improvements. Tenant shall assume and pay to Landlord
at  the  time Basic Rental next becomes due (or if assessed after the expiration
of  the  Term,  then  within  ten  (10)  days),  any  excise,  sales, use, rent,
occupancy, garage, parking, gross receipts or other taxes (other than net income
taxes)  which  may be imposed on or on account of the letting of the Premises or
the  payment  of  Basic  Rental  or any other sums due or payable hereunder, and
which  Landlord may be required to pay or collect under any law now in effect or
hereafter  enacted.  Tenant  shall  pay directly to the party or entity entitled
thereto  all  business  license fees, gross receipts taxes and similar taxes and
impositions  which  may  from  time  to  time be assessed against or levied upon
Tenant,  as and when the same become due and before delinquency. Notwithstanding
anything to the contrary contained herein, any sums payable by Tenant under this
Article  6  shall  not  be  included  in  the  computation  of  "Tax  Costs."

                                    ARTICLE 7
                                    ---------

                                       USE
                                       ---

     Tenant  shall  use  and  occupy  the Premises only for the use set forth in
Article  1.G.  of  the  Basic  Lease  Provisions and shall not use or occupy the
Premises or permit the same to be used or occupied for any other purpose without
the prior written consent of Landlord, which consent may be given or withheld in
Landlord's  sole and absolute discretion, and Tenant agrees that it will use the
Premises  in  such  a  manner  so  as not to interfere with or infringe upon the
rights  of  other tenants or occupants in the Project. Tenant shall, at its sole
cost  and  expense,  promptly  comply  with  all  laws,  statutes,  ordinances,
governmental  regulations or requirements now in force or which may hereafter be
in  force  relating  to  or affecting (i) the condition, use or occupancy of the
Premises or the Project (excluding structural changes to the Project not related
to  Tenant's particular use of the Premises), and (ii) improvements installed or
constructed  in  the  Premises by or for the benefit of Tenant. 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. Tenant shall not do or permit
to  be done anything which would invalidate or increase the cost of any fire and
extended  coverage  insurance  policy  covering  the Project and/or the property
located  therein and Tenant shall comply with all rules, orders, regulations and
requirements  of  any  organization  which  sets  out standards, requirements or
recommendations  commonly  referred to by major fire insurance underwriters, and
Tenant  shall promptly upon demand reimburse Landlord for any additional premium
charges  for  any  such  insurance  policy  assessed  or  increased by reason of
Tenant's  failure  to  comply  with  the  provisions  of  this  Article.

                                    ARTICLE 8
                                    ---------

                              CONDITION OF PREMISES
                              ---------------------

     Tenant  hereby  agrees  that the Premises shall be taken "as is", "with all
faults",  "without  any representations or warranties", and Tenant hereby agrees
and  warrants  that  it  has  investigated  and  inspected  the condition of the
Premises  and  the  suitability  of  same for Tenant's purposes, and Tenant does
hereby waive and disclaim any objection to, cause of action based upon, or claim
that  its  obligations  hereunder  should  be  reduced or limited because of the
condition of the Premises or the Project or the suitability of same for Tenant's
purposes.  Tenant  acknowledges  that  neither  Landlord  nor  any agent nor any
employee  of  Landlord  has  made  any


<PAGE>
representations  or warranty with respect to the Premises or the Project or with
respect  to  the  suitability of either for the conduct of Tenant's business and
Tenant  expressly  warrants  and represents that Tenant has relied solely on its
own investigation and inspection of the Premises and the Project in its decision
to  eater into this Lease and let the Premises in the above-described condition.
The  Premises  shall  be  initially improved as provided in, and subject to, the
Tenant  Work  Letter  attached hereto as Exhibit "D" and made a part hereof. The
existing  leasehold  improvements  in the Premises as of the date of this Lease,
together  with  the  Improvements  (as defined in the Tenant Work Letter) may be
collectively  referred  to  herein  as  the "TENANT IMPROVEMENTS." The taking of
possession  of  the  Premises  by  Tenant  shall conclusively establish that the
Premises  and  the  Project  were at such time in satisfactory condition. Tenant
hereby  waives  subsection  1  of Section 1932 and Sections 1941 and 1942 of the
Civil  Code  of  California  or  any  successor  provision  of  law.

                                    ARTICLE 9
                                    ---------

                            REPAIRS AND ALTERATIONS
                            -----------------------

     (a)     LANDLORD'S OBLIGATION.   Landlord  shall  maintain  the  structural
portions  of  the  Project, including the foundation, floor/ceiling slabs, roof,
curtain  wall,  exterior  glass,  columns,  beams,  shafts,  stairs, stairwells,
elevator  cabs  and  common  areas,  and shall also maintain and repair the base
building  mechanical,  electrical,  life safety, plumbing, sprinkler systems and
heating,  ventilating  and  air-conditioning  systems  (provided,  however, that
Landlord's  obligation  with  respect to any such systems shall be to repair and
maintain  those portions of the systems located in the core of the Project or in
other  areas  outside of the Premises, but Tenant shall be responsible to repair
and  maintain  any  distribution  of  such  systems  throughout  the  Premises).

     (b)     TENANT'S  OBLIGATION.  Except  as  expressly provided as Landlord's
obligation  in  this Article 9, Tenant shall keep the Premises in good condition
and  repair.  All damage or injury to the Premises or the Project resulting from
the  act  or  negligence  of  Tenant, its employees, agents or visitors, guests,
invitees or licensees, or by the use of the Premises, shall be promptly repaired
by  Tenant  at  its  sole  cost  and  expense,  to the satisfaction of Landlord;
provided, however, that for damage to the Project as a result of casualty or for
any  repairs  that  may  impact  the  mechanical, electrical, plumbing, heating,
ventilation  or air-conditioning systems of the Project, Landlord shall have the
right  (but  not  the  obligation) to select the contractor and oversee all such
repairs.  Landlord  may  make  any repairs which are not promptly made by Tenant
after  Tenant's  receipt  of  written  notice  and the reasonable opportunity of
Tenant  to  make  said repair within five (5) business days from receipt of said
written notice, and charge Tenant for the cost thereof, which cost shall be paid
by  Tenant  within  five  (5)  days  from invoice from Landlord. Tenant shall be
responsible  for the design and function of all non-standard improvements of the
Premises,  whether  or  not  installed  by  Landlord at Tenant's request. Tenant
waives  all  rights to make repairs at the expense of Landlord, or to deduct the
cost  thereof  from  the  rent.

     (c)     ALTERATIONS.  Tenant  shall  make  no  alterations,  installations,
changes  or  additions  in  or  to  the  Premises  or the Project (collectively,
"ALTERATIONS")  without  Landlord's  prior  written  consent.  Any  Alterations
approved  by  Landlord  must  be  performed in accordance with the terms hereof,
using only contractors or mechanics approved by Landlord in writing and upon the
approval  by  Landlord  in  writing  of folly detailed and dimensioned plans and
specifications  pertaining  to  the  Alterations in question, to be prepared and
submitted  by Tenant at its sole cost and expense. Tenant shall at its sole cost
and  expense  obtain  all  necessary  approvals  and  permits  pertaining to any
Alterations  approved  by  Landlord,  Tenant  shall  cause all Alterations to be
performed  in  a good and workmanlike manner, in conformance with all applicable
federal,  state, county and municipal laws, rules and regulations, pursuant to a
valid building permit, and in conformance with Landlord's construction rules and
regulations. If Landlord, in approving any Alterations, specifies a commencement
date  therefor,  Tenant  shall  not  commence  any  work  with  respect  to such
Alterations  prior  to such date. Tenant hereby agrees to indemnify, defend, and
hold Landlord free and harmless from all liens and claims of lien, and all other
liability,  claims and demands arising out of any work done or material supplied
to  the  Premises  by  or  at  the  request  of  Tenant  in  connection with any
Alterations.

     (d)     INSURANCE;  LIENS.  Prior  to  the commencement of any Alterations,
Tenant  shall  provide Landlord with evidence that Tenant carries "Builder's All
Risk"  insurance  in an amount approved by Landlord covering the construction of
such  Alterations,  and such other insurance as Landlord may reasonably require,
it  being  understood  that  all  such  Alterations  shall  be  insured


<PAGE>
by  Tenant  pursuant  to  Article  14  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.

     (e)     COSTS  AND  FEES;  REMOVAL.  If  permitted  Alterations  are  made,
they shall be made at Tenant's sole cost and expense and shall be and become the
property  of  Landlord,  except  that  Landlord may, by written notice to Tenant
given prior to the end of the Term, require Tenant at Tenant's expense to remove
all  partitions,  counters, railings, cabling and other Alterations installed by
Tenant,  and to repair any damage to the Premises and the Project caused by such
removal. Any and all costs attributable to or related to the applicable building
codes of the city in which the Project is located (or any other authority having
jurisdiction  over  the  Project)  arising  from Tenant's plans, specifications,
improvements,  Alterations or otherwise shall be paid by Tenant at its sole cost
and  expense. With regard to repairs, Alterations or any other work arising from
or  related  to  this  Article  9,  Landlord  shall  be  entitled  to receive an
administrative/coordination  fee (which fee shall vary depending upon whether or
not  Tenant  orders  the  work  directly from Landlord) sufficient to compensate
Landlord for all overhead, general conditions, fees and other costs and expenses
arising  from Landlord's involvement with such work. The construction of initial
improvements  to  the Premises shall be governed by the terms of the Tenant Work
Letter  and  not  the  terms  of  this  Article  9.

                                   ARTICLE 10
                                   ----------

                                      LIENS
                                      -----

     Tenant  shall  keep  the  Premises and the Project free from any mechanics'
liens,  vendors  liens  or  any  other  liens arising out of any work performed,
materials  furnished  or  obligations  incurred  by Tenant, and Tenant agrees to
defend,  indemnify  and hold Landlord harmless from and against any such lien or
claim  or  action thereon, together with costs of suit and reasonable attorneys'
fees and costs incurred by Landlord in connection with any such claim or action.
Before  commencing  any  work  of  alteration,  addition  or  improvement to the
Premises,  Tenant  shall  give Landlord at least ten (10) business days' written
notice  of  the  proposed  commencement  of  such  work  (to  afford Landlord an
opportunity  to  post  appropriate  notices of non-responsibility). In the event
that there shall be recorded against the Premises or the Project or the property
of  which  the Premises is a part any claim or lien arising out of any such work
performed,  materials furnished or obligations incurred by Tenant and such claim
or  lien  shall  not  be  removed  or discharged within ten (10) days of filing,
Landlord  shall  have the right but not the obligation to pay and discharge said
lien  without  regard  to  whether  such  lien shall be lawful or correct, or to
require  that Tenant promptly deposit with Landlord in cash, lawful money of the
United  States,  one  hundred  fifty percent (150%) of the amount of such claim,
which  sum  may be retained by Landlord until such claim shall have been removed
of  record  or  until  judgment  shall have been rendered on such claim and such
judgment shall have become final, at which time Landlord shall have the right to
apply  such  deposit  in  discharge of the judgment on said claim and any costs,
including  attorneys'  fees  and costs incurred by Landlord, and shall remit the
balance  thereof  to  Tenant.

                                   ARTICLE 11
                                   ----------

                                PROJECT SERVICES
                                ----------------

     (a)     BASIC SERVICES. Landlord agrees to  furnish  to  the  Premises,  at
a  cost  to  be included in Operating Costs, from 8:00 a.m. to 6:00 p.m. Mondays
through  Fridays  and  9:00  a.m. to 1:00 p.m. on Saturdays, excepting local and
national  holidays,  air conditioning and heat all in such reasonable quantities
as  in  the  judgment  of  Landlord  is reasonably necessary for the comfortable
occupancy  of the Premises. In addition, Landlord shall provide electric current
for  normal  lighting  and normal office machines, elevator service and water on
the  same  floor  as  the  Premises  for  lavatory and drinking purposes in such
reasonable quantities as in the judgment of Landlord is reasonably necessary for
general  office  use  and  in  compliance  with applicable codes. Janitorial and
maintenance  services shall be furnished five (5) days per week, excepting local
and  national holidays. Tenant shall comply with all rules and regulations which
Landlord  may  establish for the proper functioning and protection of the common
area  air conditioning, heating, elevator, electrical, intrabuilding cabling and
wiring  and  plumbing systems. Landlord shall not be liable for, and there shall
be  no  rent  abatement  as  a  result  of,  any  stoppage,  reduction  or


<PAGE>
interruption  of  any such services caused by governmental rules, regulations or
ordinances,  riot,  strike,  labor  disputes,  breakdowns,  accidents, necessary
repairs  or  other  cause.  Except  as specifically provided in this Article 11,
Tenant agrees to pay for all utilities and other services utilized by Tenant and
any  additional  building  services  furnished to Tenant which are not uniformly
furnished  to  all  tenants  of  the  Project,  at the rate generally charged by
Landlord  to  tenants  of  the  Project  for  such  utilities  or  services.

     (b)     EXCESS  USAGE.  Tenant  will not, without the prior written consent
of  Landlord,  use any apparatus or device in the Premises which will in any way
increase  the  amount  of electricity or water usually furnished or supplied for
use  of the Premises as general office space; nor connect any apparatus, machine
or  device  with  water  pipes  or  electric  current  (except  through existing
electrical  outlets  in the Premises), for the purpose of using electric current
or  water.

     (c)     ADDITIONAL  ELECTRICAL  SERVICE.  If  Tenant shall require electric
current  in  excess of that which Landlord is obligated to furnish under Article
1l(a)  above,  Tenant  shall first obtain the written consent of Landlord, which
Landlord  may refuse in its sole and absolute discretion. Additionally, Landlord
may  cause an electric current meter or submeter to be installed in or about the
Premises  to  measure the amount of any such excess electric current consumed by
Tenant  in  the  Premises.  The  cost  of  any  such  meter and of installation,
maintenance  and repair thereof shall be paid for by Tenant and Tenant agrees to
pay  to Landlord, promptly upon demand therefor by Landlord, for all such excess
electric  current  consumed  by any such use as shown by said meter at the rates
charged  for  such  service  by  the city in which the Project is located or the
local  public  utility,  as  the  case  may  be,  furnishing  the same, plus any
additional  expense  incurred  by  Landlord  in  keeping account of the electric
current  so  consumed.

     (d)     HVAC  BALANCE.  If any lights, machines or equipment (including but
not  limited  to  computers  and computer systems and appurtenances) are used by
Tenant  in  the  Premises  which  materially  affect  the  temperature otherwise
maintained  by  the air conditioning system, or generate substantially more heat
in  the  Premises  than  would  be generated by the building standard lights and
usual  office  equipment, Landlord shall have the right to install any machinery
and  equipment  which Landlord reasonably deems necessary to restore temperature
balance,  including  but  not  limited  to  modifications  to  the  standard air
conditioning equipment, and the cost thereof, including the cost of installation
and  any  additional cost of operation and maintenance occasioned thereby, shall
be  paid  by  Tenant  to  Landlord  upon  demand  by  Landlord.

     (e)     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  9.   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.

     (f)     AFTER-HOURS USE. If Tenant requires heating, ventilation and/or air
conditioning  during times other than the times provided in Article 11(a) above,
Tenant  shall  give  Landlord  such  advance notice as Landlord shall reasonably
require  and  shall  pay  Landlord's  standard  charge for such after-hours use.


<PAGE>
     (g)     REASONABLE  CHARGES.  Landlord  may impose a reasonable charge  for
any  utilities or services (other than electric current and heating, ventilation
and/or air conditioning which shall be governed by Articles 11(c) and (f) above)
utilized  by  Tenant  in  excess  of the amount or type that Landlord reasonably
determines  is  typical  for  general  office  use.

     (h)     SOLE  ELECTRICAL  REPRESENTATIVE. Tenant agrees that Landlord shall
be  the  sole  and  exclusive representative with respect to, and shall maintain
exclusive  control  over,  the  reception,  utilization  and  distribution  of
electrical  power,  regardless  of  point or means of origin, use or generation.
Tenant  shall  not  have  the  right  to  contract directly with any provider of
electrical  power  or  services.

                                   ARTICLE 12
                                   ----------

                               RIGHTS OF LANDLORD
                               ------------------

     (a)     RIGHT  OF  ENTRY.  Landlord  and its agents shall have the right to
             ----------------
enter  the  Premises  at  all  reasonable  times for the purpose of cleaning the
Premises,  examining  or  inspecting  the  same,  serving or posting and keeping
posted thereon notices as provided by law, or which Landlord deems necessary for
the  protection  of  Landlord  or  the  Project, showing the same to prospective
tenants,  lenders or purchasers of the Project, in the case of an emergency, and
for  making such alterations, repairs, improvements or additions to the Premises
or  to  the Project as Landlord may deem necessary or desirable. If Tenant shall
not  be  personally present to open and permit an entry into the Premises at any
time  when  such  an  entry  by  Landlord  is  necessary or permitted hereunder,
Landlord  may  enter by means of a master key, or may forcibly enter in the case
of an emergency, in each event without liability to Tenant and without affecting
this  Lease.

     (b)     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
Basic  Rental 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.

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

                                   ARTICLE 13
                                   ----------

                INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY
                -----------------------------------------------

     (a)     Indemnity.  Tenant  shall  indemnify,  defend and hold Landlord and
             ---------
Landlord's  partners,  members,  affiliates,  agents,  directors,  employees and
contractors  (collectively, "LANDLORD PARTIES") harmless from any and all claims
arising  from Tenant's use of the Premises or the Project or from the conduct of
its  business  or  from  any  activity,  work or thing which may be permitted or
suffered  by  Tenant  in  or about the Premises or the Project and shall further
indemnify,  defend  and hold Landlord and the Landlord Parties harmless from and
against any and all claims arising from any breach or default in the performance
of  any  obligation on Tenant's part to be performed under this Lease or arising
from  any  negligence  or  willful  misconduct  of  Tenant or any of its agents,
contractors,  employees  or  invitees, patrons, customers or members in or about
the  Project and from any and all costs, attorneys' fees and costs, expenses and
liabilities  incurred  in  the  defense of any claim or any action or proceeding
brought  thereon,  including negotiations in connection therewith. Tenant hereby
assumes  all  risk  of  damage  to


<PAGE>
property  or  injury  to  persons  in  or about the Premises from any cause, and
Tenant  hereby  waives  all  claims  in respect thereof against Landlord and the
Landlord  Parties,  excepting  where  the  damage  is caused solely by the gross
negligence  or  willful  misconduct  of  Landlord  or  the  Landlord  Parties.

     (b)     Exemption  of  Landlord  from Liability.  Landlord and the Landlord
             ----------------------------------------
Parties  shall  mot be liable for injury to Tenant's business, or loss of income
therefrom, however occurring (including, without limitation, from any failure or
interruption  of services or utilities), or, except in connection with damage or
injury  resulting from the gross negligence or willful misconduct of Landlord or
the  Landlord  Parties,  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. Landlord and the Landlord Parties shall not be liable to
Tenant  for any damages arising from any willful or negligent action or inaction
of  any  other  tenant  of  the  Project.

     (c)     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.

                                   ARTICLE 14
                                   ----------

                                    INSURANCE
                                    ---------

     (a)     Tenant's  Insurance.  Tenant, shall at all times during the Term of
             --------------------
this  Lease,  and at its own cost and expense, procure and continue in force the
following  insurance  coverage:  (i)  Commercial  General  Liability  Insurance,
written  on  an occurrence basis, with a combined single limit for bodily injury
and  property  damages  of  not  less  than Two Million Dollars ($2,000,000) per
occurrence  and  Three  Million  Dollars  ($3,000,000)  in the annual aggregate,
including  products  liability  coverage  if  applicable, owners and contractors
protective  coverage,  blanket  contractual  coverage  including  both  oral and
written  contracts,  and  personal  injury  coverage,  covering  the  insuring
provisions  of  this  Lease  and  the performance of Tenant of the indemnity and
exemption  of Landlord from liability agreements set forth in Article 13 hereof;
(ii)  a policy of standard fire, extended coverage and special extended coverage
insurance (all risks), including a vandalism and malicious mischief endorsement,
sprinkler leakage coverage and earthquake sprinkler leakage where sprinklers are
provided  in an amount equal to the full replacement value new without deduction
for depreciation of all (A) Tenant Improvements, Alterations, fixtures and other
improvements  in  the  Premises,  including  but  not limited to all mechanical,
plumbing,  heating, ventilating, air conditioning, electrical, telecommunication
and  other equipment, systems and facilities, and (B) trade fixtures, furniture,
equipment  and other personal property installed by or at the expense of Tenant;
(iii)  Worker's  Compensation  coverage  as  required  by law; and (iv) business
interruption, loss of income and extra expense insurance covering any failure or
interruption  of  Tenant's  business  equipment  (including, without limitation,
telecommunications  equipment)  and  covering  all  other  perils,  failures  or
interruptions  sufficient  to  cover  a  period of interruption of not less than
twelve (12) months. Tenant shall carry and maintain during the entire Lease Term
(including  any  option  periods,  if  applicable),  at  Tenant's  sole cost and
expense,  increased  amounts  of  the insurance required to be carried by Tenant
pursuant  to  this  Article  14  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  required  by  Landlord.


<PAGE>
     (b)     Form  of  Policies.  The  aforementioned minimum limits of policies
             ------------------
and  Tenant's  procurement  and  maintenance thereof shall in no event limit the
liability of Tenant hereunder. The Commercial General Liability Insurance policy
shall  name Landlord, Landlord's property manager, Landlord's lender(s) and such
other  persons  or  firms as Landlord specifies from time to time, as additional
insureds  with  an  appropriate endorsement to the policy(s). All such insurance
policies  carried  by Tenant shall be with companies having a rating of not less
than  A-VIII  in  Best's Insurance Guide. Tenant shall furnish to Landlord, from
the  insurance  companies,  or  cause  the  insurance  companies  to  furnish,
certificates  of  coverage.  No  such  policy  shall be cancelable or subject to
reduction  of coverage or other modification or cancellation except after thirty
(30)  days  prior  written  notice to Landlord by the insurer. All such policies
shall  be  endorsed  to  agree  that  Tenant's  policy  is  primary and that any
insurance  carried  by  Landlord  is excess and not contributing with any Tenant
insurance  requirement  hereunder. Tenant shall, at least twenty (20) days prior
to  the  expiration of such policies, furnish Landlord with renewals or binders.
Tenant  agrees  that  if Tenant does not take out and maintain such insurance or
furnish  Landlord  with  renewals  or  binders,  Landlord  may (but shall not be
required  to)  procure  said  insurance on Tenant's behalf and charge Tenant the
cost  thereof, which amount shall be payable by Tenant upon demand with interest
(at  the  rate  set  forth  in  Section 20(e) below) from the date such sums are
extended.  Tenant  shall  have  the  right  to  provide  such insurance coverage
pursuant  to blanket policies obtained by Tenant, provided such blanket policies
expressly  afford  coverage  to  the  Premises and to Tenant as required by this
Lease.

     (c)     Landlord's  Insurance.  Landlord  may,  as a cost to be included in
             ----------------------
Operating  Costs,  procure  and  maintain  at  all times during the Term of this
Lease,  a policy or policies of insurance covering loss or damage to the Project
in  the  amount of the full replacement costs without deduction for depreciation
thereof,  providing  protection  against  all  perils  included  within  the
classification  of  fire and extended coverage, vandalism coverage and malicious
mischief,  sprinkler leakage, water damage, and special extended coverage on the
building.  Additionally,  Landlord  may  carry:  (i)  Bodily Injury and Property
Damage  Liability Insurance and/or Excess Liability Coverage Insurance; and (ii)
Earthquake and/or Flood Damage Insurance; and (iii) Rental Income Insurance; and
(iv)  any  other  forms of insurance Landlord may deem appropriate or any lender
may  require.  The  costs of all insurance carried by Landlord shall be included
in  Operating  Costs.

     (d)     Waiver of Subrogation.    Landlord and Tenant each agree to require
             ----------------------
their respective insurers issuing the insurance described in Sections 14(a)(ii),
14(a)(iv)  and  the  first  sentence  of  Section  14(c),  waive  any  rights of
subrogation  that  such  companies  may  have  against the other party.   Tenant
hereby  waives  any  right  that  Tenant  may have against Landlord and Landlord
hereby waives any right that Landlord may have against Tenant as a result of any
loss  or  damage  to  the  extent  such  loss  or damage is insurable under such
policies.

     (e)     Compliance with Law.   Tenant agrees that it will not, at any time,
             -------------------
during  the  Term  of  this Lease, carry any stock of goods or do anything in or
about  the  Premises  that  will in any way tend to increase the insurance rates
upon  the  Project,   Tenant  agrees  to  pay Landlord forthwith upon demand the
amount  of any increase in premiums for insurance that may be carried during the
Term  of this Lease, or the amount of insurance to be carried by Landlord on the
Project  resulting  from the foregoing, or from Tenant doing any act in or about
the  Premises that does so increase the insurance rates, whether or not Landlord
shall have consented to such act on the part of Tenant.  If Tenant installs upon
the  Premises  any  electrical  equipment which causes an overload of electrical
lines  of  the Premises, Tenant shall at its own cost and expense, in accordance
with all other Lease provisions (specifically including, but not limited to, the
provisions  of Article 9, 10 and 11 hereof), make whatever changes are necessary
to  comply  with requirements of the insurance underwriters and any governmental
authority  having  jurisdiction thereover, but nothing herein contained shall be
deemed  to  constitute  Landlord's consent to such overloading. Tenant shall, at
its  own  expense,  comply  with  all  insurance  requirements applicable to the
Premises including without limitation, the installation of fire extinguishers or
an  automatic  dry  chemical  extinguishing  system.

                                   ART1CLE 15
                                   ----------

                            ASSIGNMENT AND SUBLETTING
                            -------------------------

     Tenant  shall  have  no  power  to,  either  voluntarily, involuntarily, by
operation of law or otherwise, sell, assign, transfer or hypothecate this Lease,
or  sublet  the  Premises  or  any  part


<PAGE>
thereof,  or  permit  the Premises or any part thereof to be used or occupied by
anyone other than Tenant or Tenant's employees without the prior written consent
of  Landlord,  which  consent shall not be unreasonably withheld. If Tenant is a
corporation,  unincorporated  association,  partnership  or  limited  liability
company,  the  sale, assignment, transfer or hypothecation of any class of stock
or  other  ownership  interest  in such corporation, association, partnership or
limited  liability  company  in  excess  of  twenty-five  percent  (25%)  in the
aggregate shall be deemed a "Transfer" within the meaning and provisions of this
Article  15.  Tenant  may transfer its interest pursuant to this Lease only upon
the  following  express  conditions, which conditions are agreed by Landlord and
Tenant  to  be  reasonable:

     (a)     That  the  proposed  "Transferee"  (as  hereafter defined) shall be
subject  to  the  prior  written  consent of Landlord, which consent will not be
unreasonably  withheld but, without limiting the generality of the foregoing, it
shall  be  reasonable  for  Landlord  to  deny  such  consent  if:

          (i)     The  use to be made of the Premises by the proposed Transferee
is  (a)  not  generally  consistent  with  the character and nature of all other
tenancies  in  the  Project,  or  (b)  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 (c) a use which would be prohibited by any other portion of this
Lease  (including  but not limited to any Rules and Regulations then in effect);

          (ii)     The  financial  responsibility  of the proposed Transferee is
not  reasonably  satisfactory  to Landlord or in any event not at least equal to
those  which were possessed by Tenant as of the date of execution of this Lease;

          (iii)     The  proposed  Transferee is either a governmental agency or
instrumentality  thereof;

          (iv)     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 (A) occupies space in the Project at the time of
the  request  for consent, or (B) is negotiating with Landlord or has negotiated
with  Landlord during the six (6) month period immediately preceding the date of
the  proposed  Transfer,  to  lease  space  in  the  Project;  or

          (v)     The  rent charged by Tenant to such Transferee during the term
of  such  Transfer,  calculated using a present value analysis, is less than the
rent  being quoted by Landlord at the time of such Transfer for comparable space
in the Project for a comparable term, calculated using a present value analysis.

     (b)     Upon Tenant's submission of a request for Landlord's consent to any
such  Transfer, Tenant shall pay to Landlord Landlord's then standard processing
fee  and  reasonable  attorneys'  fees and costs incurred in connection with the
proposed  Transfer,  which  the parties hereby stipulate to be $3,000.00, unless
Landlord provides to Tenant evidence that Landlord has incurred greater costs in
connection  with  the  proposed  Transfer;

     (c)     That the proposed Transferee shall execute an agreement pursuant to
which  it  shall  agree  to perform faithfully and be bound by all of the terms,
covenants,  conditions,  provisions  and  agreements of this Lease applicable to
that  portion  of  the  Premises  so  transferred;  and

     (d)     That  an  executed  duplicate  original  of  said  assignment  and
assumption  agreement  or  other  transfer  on  a  form  reasonably  approved by
Landlord,  shall  be  delivered  to  Landlord  within  five  (5)  days after the
execution  thereof,  and  that  such transfer shall not be binding upon Landlord
until  the  delivery  thereof  to  Landlord  and  the  execution and delivery of
Landlord's  consent  thereto.  It  shall be a condition to Landlord's consent to
any subleasing, assignment or other transfer of part or all of Tenant's interest
in the Premises (a "TRANSFER") that (i) upon Landlord's consent to any Transfer,
Tenant  shall  pay  and  continue  to  pay  fifty percent (50%) of any "Transfer
Premium"  (defined  below),  received  by  Tenant  from the transferee; (ii) any
sublessee  of  part or all of Tenant's interest in the Premises shall agree that
in  the  event  Landlord  gives  such sublessee notice that Tenant is in default
under  this  Lease,  such  sublessee shall thereafter make all sublease or other
payments  directly  to  Landlord,  which  will  be  received  by


<PAGE>
Landlord  without  any  liability  whether  to  honor  the sublease or otherwise
(except  to  credit  such  payments  against sums due under this Lease), and any
sublessee  shall  agree  to  attorn to Landlord or its successors and assigns at
their  request should this Lease be terminated for any reason, except that in no
event  shall  Landlord  or its successors or assigns be obligated to accept such
attornment;  (iii)  any  such  Transfer  and  consent shall be effected on forms
supplied  by  Landlord  and/or its legal counsel; (iv) Landlord may require that
Tenant  not  then  be in default hereunder in any respect; and (v) Tenant or the
proposed  subtenant  or assignee (collectively, "TRANSFEREE") shall agree to pay
Landlord,  upon demand, as Additional Rent, a sum equal to the additional costs,
if  any,  incurred  by  Landlord  for  maintenance and repair as a result of any
change  in  the  nature  of  occupancy  caused by such subletting or assignment.
"TRANSFER  PREMIUM"  shall mean all rent, Additional Rent or other consideration
payable  by  a  Transferee  in connection with a Transfer in excess of the Basic
Rental  and  Direct  Costs payable by Tenant under this Lease during the term of
the  Transfer  and  if  such  Transfer is for less than all of the Premises, the
Transfer  Premium shall be calculated on a rentable square foot basis. "Transfer
Premium"  shall  also  include, but not be limited to, key money, bonus money or
other  cash consideration paid by a Transferee to Tenant in connection with such
Transfer,  and  any payment in excess of fair market value for services rendered
by  Tenant  to the Transferee and any payment in excess of fair market value for
assets,  fixtures,  inventory,  equipment, or furniture transferred by Tenant to
the  Transferee  in  connection  with  such Transfer. Any Transfer of this Lease
which  is  not  in  compliance  with  the provisions of this Article 15 shall be
voidable  by  written notice from Landlord and shall, at the option of Landlord,
terminate  this Lease. In no event shall the consent by Landlord to any Transfer
be  construed  as  relieving Tenant or any Transferee from obtaining the express
written consent of Landlord to any further Transfer, or as releasing Tenant from
any  liability  or  obligation  hereunder whether or not then accrued and Tenant
shall  continue to be fully liable therefor. No collection or acceptance of rent
by  Landlord  from  any person other than Tenant shall be deemed a waiver of any
provision  of this Article 15 or the acceptance of arty Transferee hereunder, or
a  release  of Tenant (or of any Transferee of Tenant). 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 this Article 15
or  otherwise  has  breached  or acted unreasonably under this Article 15, their
sole  remedies  shall be a declaratory judgment and an injunction for the relief
sought  without  any  monetary  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.

     Notwithstanding  anything  to  the  contrary  contained in this Article 15,
Landlord shall have the option, by giving written notice to Tenant within thirty
(30)  days  after  Landlord's  receipt  of  a  request for consent to a proposed
Transfer,  to terminate this Lease as to the portion of the Premises that is the
subject of the proposed Transfer. If this Lease is so terminated with respect to
less than the entire Premises, the Basic Rental and Tenant's Proportionate Share
shall be prorated based on the number of rentable square feet retained by Tenant
as  compared to the total number of rentable square feet previously contained in
the  Premises,  and  this  Lease as so amended shall continue thereafter in full
force  and  effect,  and  upon  the  request  of either party, the patties shall
execute  written  confirmation  of  the  same.

                                   ARTICLE 16
                                   ----------

                              DAMAGE OR DESTRUCTION
                              ---------------------

     If  the  Project  is  damaged  by  fire  or  other insured casualty and the
insurance proceeds have been made available therefor by the holder or holders of
any mortgages or deeds of trust covering the Premises or the Project, the damage
shall  be  repaired  by  Landlord  to  the  extent  such  insurance proceeds are
available therefor and provided such repairs can, in Landlord's sole opinion, be
completed  within two hundred seventy (270) days after the necessity for repairs
as  a  result  of  such damage becomes known to Landlord, without the payment of
overtime  or  other premiums, and until such repairs are completed rent shall be
abated  in proportion to the part of the Premises which is unusable by Tenant in
the  conduct  of its business (but there shall be no abatement of rent by reason
of  any portion of the Premises being unusable for a period equal to one (1) day
or  less).  However, if the damage is due to the fault or neglect of Tenant, its
employees, agents, contractors, guests, invitees and the like, there shall be no
abatement  of  rent,  unless  and  to the extent Landlord receives rental income
insurance  proceeds.  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  Section  14(a)(ii)(A)


<PAGE>
above;  provided, however, that if the cost of repair of improvements within the
Premises  by  Landlord  exceeds  the  amount  of  insurance proceeds received by
Landlord  from Tenant's insurance carrier, as so assigned by Tenant, such excess
costs  shall  be  paid  by Tenant to Landlord prior to Landlord's repair of such
damage.  If  repairs  cannot,  in  Landlord's  opinion,  be completed within two
hundred  seventy  (270) days after the necessity for repairs as a result of such
damage  becomes  known  to  Landlord  without  the  payment of overtime or other
premiums,  Landlord  may,  at  its  option,  either  (i)  make such repairs in a
reasonable  time  and  in such event this Lease shall continue in effect and the
rent  shall  be abated, if at all, in the manner provided in this Article 16, or
(ii)  elect  not  to  effect  such  repairs and instead terminate this Lease, by
notifying  Tenant  in  writing  of such termination within sixty (60) days after
Landlord  learns of the necessity for repairs as a result of damage, such notice
to  include  a  termination  date  giving  Tenant  sixty (60) days to vacate the
Premises. In addition, Landlord may elect to terminate this Lease if the Project
shall be damaged by fire or other casualty or cause, whether or not the Premises
are affected, if the damage is not fully covered, except for deductible amounts,
by  Landlord's  insurance  policies.  Finally, if the Premises or the Project is
damaged  to  any  substantial  extent  during the last twelve (12) months of the
Term,  then  notwithstanding  anything  contained  in  this  Article  16  to the
contrary,  Landlord  shall  have  the  option  to terminate this Lease by giving
written  notice  to Tenant of the exercise of such option within sixty (60) days
after Landlord learns of the necessity for repairs as the result of such damage.
A  total  destruction  of  the Project shall automatically terminate this Lease,
Except  as  provided in this Article 16, there shall be no abatement of rent and
no  liability  of  Landlord  by  reason  of  any  injury to or interference with
Tenant's  business  or  property  arising from such damage or destruction or the
making  of  any repairs, alterations or improvements in or to any portion of the
Project  or  the  Premises  or  in  or  to fixtures, appurtenances and equipment
therein.  Tenant  understands that Landlord will not carry insurance of any kind
on  Tenant's  furniture,  furnishings,  trade  fixtures  or  equipment, and that
Landlord  shall  not  be  obligated  to repair any damage thereto or replace the
same.  Tenant  acknowledges  that  Tenant shall have no right to any proceeds of
insurance  carried  by Landlord relating to property damage. With respect to any
damage  which  Landlord is obligated to repair or elects to repair, Tenant, as a
material inducement to Landlord entering into this Lease, irrevocably waives and
releases  its  rights  under  the  provisions  of  Sections 1932 and 1933 of the
California  Civil  Code.

                                   ARTICLE 17
                                   ----------

                                  SUBORDINATION
                                  -------------

     This  Lease  is subject and subordinate to all ground or underlying leases,
mortgages and deeds of trust which affect the property or the Project, including
all  renewals,  modifications,  consolidations,  replacements  and  extensions
thereof;  provided, however, if the lessor under any such lease or the holder or
holders  of  any  such mortgage or deed of trust shall advise Landlord that they
desire  or  require  this  Lease  to be prior and superior thereto, upon written
request  of  Landlord  to Tenant, Tenant agrees to promptly execute, acknowledge
and  deliver any and all documents or instruments which Landlord or such lessor,
holder  or  holders  deem  necessary or desirable for purposes thereof. Landlord
shall have the right to cause this Lease to be and become and remain subject and
subordinate  to  any  and all ground or underlying leases, mortgages or deeds of
trust  which may hereafter be executed covering the Premises, the Project or the
property  or  any  renewals,  modifications,  consolidations,  replacements  or
extensions  thereof,  for  the  full  amount  of all advances made or to be made
thereunder  and  without  regard  to  the  time  or  character of such advances,
together  with  interest  thereon  and  subject  to all the terms and provisions
thereof; provided, however, that Landlord obtains from the lender or other party
in  question  a  written  undertaking in favor of Tenant to the effect that such
lender  or  other party will not disturb Tenant's right of possession under this
Lease if Tenant is not then or thereafter in breach of any covenant or provision
of  this  Lease.  Tenant  agrees,  within ten (10) days after Landlord's written
request  therefor,  to execute, acknowledge and deliver upon request any and all
documents  or instruments requested by Landlord or necessary or proper to assure
the  subordination  of  this  Lease  to  any  such  mortgages, deed of trust, or
leasehold  estates.  Tenant agrees that in the event any proceedings are brought
for  the  foreclosure  of  any  mortgage  or  deed  of trust or any deed in lieu
thereof,  to  attorn  to  the  purchaser or any successors thereto upon any such
foreclosure  sale  or  deed  in  lieu  thereof  as so requested to do so by such
purchaser and to recognize such purchaser as the lessor under this Lease; Tenant
shall,  within  five  (5) days after request execute such further instruments or
assurances  as  such  purchaser  may  reasonably  deem  necessary to evidence or
confirm  such  attornment.  Tenant  agrees  to  provide  copies  of  any


                                      -15-
<PAGE>
notices of Landlord's default under this Lease to any mortgagee or deed of trust
beneficiary  whose  address has been provided to Tenant and Tenant shall provide
such mortgagee or deed of trust beneficiary a commercially reasonable time after
receipt  of such notice within which to cure any such default. 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 in the event of
any  foreclosure  proceeding  or  sale.

                                   ARTICLE 18
                                   ----------

                                 EMINENT DOMAIN
                                 --------------

     If the whole of the Premises or the Project or so much thereof as to render
the  balance unusable by Tenant shall be taken under power of eminent domain, or
is sold, transferred or conveyed in lieu thereof, this Lease shall automatically
terminate  as  of the date of such condemnation, or as of the date possession is
taken  by  the  condemning  authority,  at  Landlord's  option. No award for any
partial  or  entire  taking  shall  be apportioned, and Tenant hereby assigns to
Landlord  any  award  which may be made in such taking or condemnation, together
with  any and all rights of Tenant now or hereafter arising in or to the same or
any  part  thereof;  provided,  however,  that nothing contained herein shall be
deemed  to  give  Landlord  any  interest  in  or to require Tenant to assign to
Landlord  any award made to Tenant for the taking of personal property and trade
fixtures  belonging  to  Tenant and removable by Tenant at the expiration of the
Term  hereof  as  provided  hereunder  or for the interruption of, or damage to,
Tenant's  business.  In  the event of a partial taking described in this Article
18,  or a sale, transfer or conveyance in lieu thereof, which does not result in
a  termination  of  this  Lease,  the rent shall be apportioned according to the
ratio  that  the  part  of the Premises remaining useable by Tenant bears to the
total  area  of  the  Premises. Tenant hereby waives any and all rights it might
otherwise  have  pursuant  to  Section  1265.130 of the California Code of Civil
Procedure.

                                   ARTICLE 19
                                   ----------

                                     DEFAULT
                                     -------

     Each  of  the  following acts or omissions of Tenant or of any guarantor of
Tenant's  performance  hereunder,  or occurrences, shall constitute an "EVENT OF
DEFAULT":

     (a)     Failure  or  refusal  to  pay  Basic Rental, Additional Rent or any
other  amount  to  be  paid  by  Tenant  to  Landlord hereunder within three (3)
calendar days after notice that the same is due or payable hereunder; said three
(3)  day  period  shall  be  in  lieu  of,  and  not  in addition to, the notice
requirements  of  Section  1161 of the California Code of Civil Procedure or any
similar  or  successor  law;

     (b)     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 under this Article 19(b), and
except  as set forth in items (a) above and (c) through and including (g) below,
failure  to  perform or observe any other covenant or condition of this Lease to
be  performed  or  observed  within thirty (30) days following written notice to
Tenant  of  such failure.   Such thirty (30) day notice shall be in lieu of, and
not  in  addition  to, any required under Section 1161 of the California Code of
Civil  Procedure  or  any  similar  or  successor  law;

     (c)     Abandonment  or  vacating or failure to accept tender of possession
of  the  Premises  or  any  significant  portion  thereof;

     (d)     The taking in execution or by similar process or law (other than by
eminent  domain)  of  the  estate  hereby  created;

     (e)     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


                                      -16-
<PAGE>
of  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;

     (f)     Tenant's  failure to cause to be released any mechanics liens filed
against  the  Premises or the Project within twenty (20) days after the date the
same  shall  have  been  filed  or  recorded;  or

     (g)     Tenant's  failure to observe or perform according to the provisions
of Articles 7, 17 or 25 within two (2) business days after notice from Landlord.

     All  defaults by Tenant of any covenant or condition of this Lease shall be
deemed  by  the  parties  hereto  to  be  material.

                                   ARTICLE 20
                                   ----------

                                    REMEDIES
                                    --------

     (a)     Upon  the  occurrence  of  an  Event of Default under this Lease as
provided  in Article 19 hereof, Landlord may exercise all of its remedies as may
be permitted by law, including but not limited to the remedy provided by Section
1951.4  of  the  California  Civil  Code,  and  including  without  limitation,
terminating  this  Lease,  reentering  the Premises and removing alt persons and
property  therefrom,  which property may be stored by Landlord at a warehouse or
elsewhere at the risk, expense and for the account of Tenant. If Landlord elects
to  terminate  this Lease, Landlord shall be entitled to recover from Tenant the
aggregate  of all amounts permitted by law, including but not limited to (i) the
worth  at  the  time  of  award  of the amount of any unpaid rent which had been
earned at the time of such termination; plus (ii) the worth at the time of award
of  the  amount  by  which  the  unpaid  rent which would have been earned after
termination  until the time of award exceeds the amount of such rental loss that
Tenant  proves  could  have been reasonably avoided; plus (iii) the worth at the
time  of  award  of  the  amount by which the unpaid rent for the balance of the
Lease  Term  after the time of award exceeds the amount of such rental loss that
Tenant  proves  could  have  been reasonably avoided; plus (iv) 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, tenant improvement expenses, 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 (v) 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  Article  20(a)  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 items (i) and (ii), above, the "worth at the
time  of  award" shall be computed by allowing interest at the rate set forth in
item (e), below, but in no case greater than the maximum amount of such interest
permitted by law. As used in item (iii), 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%).

     (b)     Nothing  in  this  Article  20 shall be deemed to affect Landlord's
right  to  indemnification  for  liability  or  liabilities arising prior to the
termination  of  this  Lease  for personal injuries or property damage under the
indemnification  clause  or  clauses  contained  in  this  Lease.

     (c)     Notwithstanding  anything  to  the  contrary  set  forth  herein,
Landlord's  re-entry  to  perform  acts  of maintenance or preservation of or in
connection  with  efforts  to  relet the Premises or any portion thereof, or the
appointment  of  a  receiver  upon  Landlord's  initiative to protect Landlord's
interest  under  this  Lease shall not terminate Tenant's right to possession of
the  Premises or any portion thereof and, until Landlord does elect to terminate
this  Lease, this Lease shall continue in full force and effect and Landlord may
enforce  all  of  Landlord's  rights  and


                                      -17-
<PAGE>
remedies  hereunder  including,  without  limitation,  the  remedy  described in
California  Civil Code Section 1951.4 (lessor may continue lease in effect after
lessee's  breach  and  abandonment and recover rent as it becomes due, if Lessee
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  ail  of its rights and remedies under this Lease, including the
right  to  recover  all  rent  as  it  becomes  due.

     (d)     All rights, powers and remedies of Landlord hereunder and under any
other  agreement  now or hereafter in force between Landlord and Tenant shall be
cumulative  and  not  alternative and shall be in addition to all rights, powers
and remedies given to Landlord by law, and the exercise of one or more rights or
remedies  shall  not  impair  Landlord's  right  to  exercise any other right or
remedy.

     (e)     Any  amount due from Tenant to Landlord hereunder which is not paid
when due shall bear interest at the lower of eighteen percent (18%) per annum or
the  maximum  lawful  rate  of  interest  from  the  due date until paid, unless
otherwise  specifically  provided herein, but the payment of such interest shall
not excuse or cure any default by Tenant under this Lease.   In addition to such
interest:   (i)  if Basic Rental is not paid on or before the fifth (5th) day of
the calendar month for which the same is due, a late charge equal to ten percent
(10%)  of the amount overdue or $100, whichever is greater, shall be immediately
due  and  owing  and  shall accrue for each calendar month or part thereof until
such  rental,  including  the  late  charge,  is paid in full, which late charge
Tenant  hereby  agrees  is  a  reasonable estimate of the damages Landlord shall
suffer as a result of Tenant's late payment and (ii) an additional charge of $25
shall  be  assessed  for  any  check given to Landlord by or on behalf of Tenant
which  is  not  honored  by the drawee thereof; which damages include Landlord's
additional  administrative and other costs associated with such late payment and
unsatisfied  cheeks  and  the  parties  agree  that it would be impracticable or
extremely  difficult to fix Landlord's actual damage in such event. Such charges
for  interest  and  late  payments  and  unsatisfied  checks  are  separate  and
cumulative  and  are  in  addition  to  and  shall  not  diminish or represent a
substitute  for  any  or  all  of  Landlord's rights or remedies under any other
provision  of  this  Lease.

                                   ARTICLE 21
                                   ----------

                         TRANSFER OF LANDLORD'S INTEREST
                         -------------------------------

     In  the  event of any transfer or termination of Landlord's interest in the
Premises or the Project by sale, assignment, transfer, foreclosure, deed-in-lieu
of  foreclosure or otherwise whether voluntary or involuntary, Landlord shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord  from  and  after  the  date of such transfer or termination, including
furthermore  without  limitation, the obligation of Landlord under Article 4 and
California Civil Code 1950.7 above to return the security deposit, provided said
security  deposit  is transferred to said transferee. Tenant agrees to attorn to
the  transferee  upon  any such transfer and to recognize such transferee as the
lessor  under  this  Lease and Tenant shall, within five (5) days after request,
execute such further instruments or assurances as such transferee may reasonably
deem  necessary  to  evidence  or  confirm  such  attornment.

                                   ARTICLE 22
                                   ----------

                                     BROKER
                                     ------

     In  connection  with this Lease, Tenant warrants and represents that it has
had  dealings  only  with  firm(s)  set forth in Article 1.H. of the Basic Lease
Provisions  and  that  it  knows of no other person or entity who is or might be
entitled  to  a  commission,  finder's  fee  or other like payment in connection
herewith  and  does  hereby  indemnify  and  agree to hold Landlord, its agents,
members,  partners,  representatives,  officers,  affiliates,  shareholders,
employees,  successors  and  assigns harmless from and against any and all loss,
liability  and  expenses  that  Landlord  may  incur  should  such  warranty and
representation  prove  incorrect,  inaccurate  or  false.


                                      -18-
<PAGE>
                                    ARTICLE 23
                                    ----------

                                     PARKING
                                     -------

     Tenant  shall  rent from Landlord, commencing on the Commencement Date, the
number of unreserved parking passes set forth in Section 1(I) of the Basic Lease
Provisions,  which parking passes shall pertain to the Project parking facility.
Tenant  shall  pay to Landlord for automobile parking passes the prevailing rate
charged  from  time to time at the location of such parking passes. In addition,
Tenant  shall  be  responsible  for  the full amount of any taxes imposed by any
governmental  authority in connection with the renting of such parking passes by
Tenant or the use of the parking facility by Tenant. Tenant's continued right to
use  the  parking  passes  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 facility where the parking passes are located, including any
sticker  or  other  identification  system  established  by  Landlord,  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.
Landlord  specifically  reserves  the  right  to change the size, configuration,
design, layout and all other aspects of the Project parking facility at any time
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 Project parking facility for
purposes  of  permitting  or  facilitating  any such construction, alteration or
improvements.  Landlord  may,  from  time to time, relocate any reserved parking
spaces  (if  any)  rented  by  Tenant to another location in the Project parking
facility.  Landlord  may  delegate  its  responsibilities hereunder to a parking
operator or a lessee of the parking facility in which case such parking operator
or  lessee  shall  have  all  the  rights  of  control  attributed hereby to the
Landlord.  The  parking  passes rented by Tenant pursuant to this Article 23 are
provided  to Tenant solely for use by Tenant's own personnel and such passes may
not be transferred, assigned, subleased or otherwise alienated by Tenant without
Landlord's prior approval. 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.

                                   ARTICLE 24
                                   ----------

                                     WAIVER
                                     ------

     No  waiver by Landlord of any provision of this Lease shall be deemed to be
a  waiver of any other provision hereof or of any subsequent breach by Tenant of
the  same  or  any  other provision. No provision of this Lease may be waived by
Landlord,  except  by  an instrument in writing executed by Landlord. Landlord's
consent  to  or  approval  of  any act by Tenant requiring Landlord's consent or
approval  shall  not be deemed to render unnecessary the obtaining of Landlord's
consent  to  or approval of any subsequent act of Tenant, whether or not similar
to  the  act  so  consented  to or approved. No act or thing done by Landlord or
Landlord's agents during the Term of this Lease shall be deemed an acceptance of
a  surrender of the Premises, and no agreement to accept such surrender shall be
valid  unless  in  writing  and signed by Landlord. 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.  Any  payment  by Tenant or receipt by Landlord of an amount less than the
total  amount  then  due hereunder shall be deemed to be in partial payment only
thereof  and  not  a  waiver  of  the balance due or an accord and satisfaction,
notwithstanding any statement or endorsement to the contrary on any check or any
other  instrument  delivered  concurrently  therewith  or  in reference thereto.
Accordingly,  Landlord  may  accept any such amount and negotiate any such check
without  prejudice to Landlord's right to recover all balances due and owing and
to  pursue  its  other  rights  against  Tenant  under this Lease, regardless of
whether  Landlord  makes any notation on such instrument of payment or otherwise
notifies  Tenant  that  such  acceptance  or negotiation is without prejudice to
Landlord's  rights.

                                   ARTICLE 25
                                   ----------

                              ESTOPPEL CERTIFICATE
                              --------------------

     Tenant  shall,  at  any  time and from time to time, upon not less than ten
(10)  days' prior written notice from Landlord, execute, acknowledge and deliver
to  Landlord  a  statement in writing certifying the following information, (but
not  limited  to  the  following  information  in  the


                                      -19-
<PAGE>
event  further  information  is  requested  by Landlord): (i) that this Lease is
unmodified  and in full force and effect (or, if modified, stating the nature of
such  modification and certifying that this Lease, as modified, is in full force
and  effect);  (ii)  the dates to which the rental and other charges are paid in
advance, if any; (iii) the amount of Tenant's security deposit, if any; and (iv)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the  part  of  Landlord hereunder, and no events or conditions then in existence
which, with the passage of time or notice or both, would constitute a default on
the  part  of  Landlord  hereunder,  or  specifying  such  defaults,  events  or
conditions,  if  any are claimed. It is expressly understood and agreed that any
such  statement  may be relied upon by any prospective purchaser or encumbrancer
of  all  or  any  portion of the Real Property. Tenant's failure to deliver such
statement  within  such  time  shall  constitute an admission by Tenant that all
statements  contained  therein  are  true and correct. Tenant hereby irrevocably
appoints  Landlord  as Tenant's attorney-in-fact and in Tenant's name, place and
stead  to  execute  any and all documents described in this Article 25 if Tenant
fails  to  do  so  within  the  specified  time  period.

                                   ARTICLE 26
                                   ----------

                              LIABILITY OF LANDLORD
                              ---------------------

     Notwithstanding  anything  in  this  Lease  to  the contrary, any remedy of
Tenant  for  the  collection of a judgment (or other judicial process) requiring
the  payment  of  money  by  Landlord  in  the  event of any default by Landlord
hereunder or any claim, cause of action or obligation, contractual, statutory or
otherwise by Tenant against Landlord or the Landlord Parties concerning, arising
out of or relating to any matter relating to this Lease and all of the covenants
and  conditions  or  any  obligations,  contractual, statutory, or otherwise set
forth  herein,  shall  be  limited  solely and exclusively to an amount which is
equal  to  the lesser of (i) the interest of Landlord in and to the Project, and
(ii)  the  interest  Landlord  would  have  in  the  Project if the Project were
encumbered by third party debt in an amount equal to ninety percent (90%) of the
then  current  value  of  the Project (as such value is reasonably determined by
Landlord).  No  other property or assets of Landlord or any Landlord Party shall
be  subject  to  levy,  execution  or  other  enforcement  procedure  for  the
satisfaction  of  Tenant's  remedies  under  or  with  respect  to  this  Lease,
Landlord's  obligations  to Tenant, whether contractual, statutory or otherwise,
the  relationship of Landlord and Tenant hereunder, or Tenant's use or occupancy
of  the  Premises.

                                   ARTICLE 27
                                   ----------

                              INABILITY TO PERFORM
                              --------------------

     This Lease and the obligations of Tenant hereunder shall not be affected or
impaired  because Landlord is unable to fulfill any of its obligations hereunder
or is delayed in doing so, if such inability or delay is caused by reason of any
prevention,  delay, stoppage due to strikes, lockouts, acts of God, or any other
cause previously, or at such time, beyond the reasonable control or anticipation
of  Landlord  (collectively, a "FORCE MAJEURE") and Landlord's obligations under
this Lease shall be forgiven and suspended by any such Force Majeure.

                                   ARTICLE 28
                                   ----------

                                 HAZARDOUS WASTE
                                 ---------------

     (a)     Tenant shall not cause or permit any Hazardous Material (as defined
in  Article  28(d) below) to be brought, kept or used in or about the Project by
Tenant,  its  agents,  employees,  contractors,  or invitees. Tenant indemnifies
Landlord  and  the Landlord Parties from and against any breach by Tenant of the
obligations  stated  in  the  preceding  sentence, and agrees to defend and hold
Landlord  and the Landlord Parties harmless from and against any and all claims,
judgments,  damages, penalties, fines, costs, liabilities, or losses (including,
without  limitation, diminution in value of the Project, damages for the loss or
restriction or use of rentable or usable space or of any amenity of the Project,
damages  arising  from  any adverse impact or marketing of space in the Project,
and  sums  paid  in  settlement of claims, attorneys' fees and costs, consultant
fees,  and  expert fees) which arise during or after the Term of this Lease as a
result of such breach. This indemnification of Landlord and the Landlord Parties
by  Tenant  includes,  without limitation, costs incurred in connection with any
investigation  of  site  conditions  or  any  cleanup,  remedial,  removal,  or
restoration work required by any federal, state, or local governmental agency or
political  subdivision  because  of  Hazardous  Material  present  in


                                      -20-
<PAGE>
the  soil  or  ground  water  on  or  under  the  Project.  Without limiting the
foregoing,  if  the  presence of any Hazardous Material on the Project caused or
permitted by Tenant results in any contamination of the Project, then subject to
the  provisions  of Articles 9, 10 and 11 hereof, Tenant shall promptly take all
actions  at  its  sole  expense  as  are  necessary to return the Project to the
condition  existing prior to the introduction of any such Hazardous Material and
the contractors to be used by Tenant for such work must be approved by Landlord,
which  approval shall not be unreasonably withheld so long as such actions would
not  potentially have any material adverse long-term or short-term effect on the
Project and so long as such actions do not materially interfere with the use and
enjoyment  of  the  Project  by  the  other  tenants  thereof; provided however,
Landlord  shall  also  have  the right, by written notice to Tenant, to directly
undertake  any  such mitigation efforts with regard to Hazardous Materials in or
about  the  Project  due  to Tenant's breach of its obligations pursuant to this
Section  28(a), and to charge Tenant, as Additional Rent, for the costs thereof.

     (b)     Landlord  and  Tenant  acknowledge that Landlord may become legally
liable  for the costs of complying with Laws (as defined in Article 28(e) below)
relating  to  Hazardous Material which are not the responsibility of Landlord or
the  responsibility  of  Tenant, including the following: (i) Hazardous Material
present  in  the  soil  or  ground water on the Project of which Landlord has no
knowledge  as  of  the effective date of this Lease; (ii) a change in Laws which
relate to Hazardous Material which make that Hazardous Material which is present
on  the  Real  Property as of the effective date of this Lease, whether known or
unknown to Landlord, a violation of such new Laws; (iii) Hazardous Material that
migrates,  flows, percolates, diffuses, or in any way moves on to, or under, the
Project after the effective date of this Lease; or Hazardous Material present on
or  under the Project as a result of any discharge, dumping or spilling (whether
accidental or otherwise) on the Project by other lessees of the Project or their
agents,  employees,  contractors,  or  invitees,  or  by  others.  Accordingly,
Landlord  and  Tenant  agree  that  the  cost of complying with Laws relating to
Hazardous Material on the Project for which Landlord is legally liable and which
are  paid  or  incurred by Landlord shall be an Operating Cost (and Tenant shall
pay  Tenant's  Proportionate  Share thereof in accordance with Article 3) unless
the  cost  of  such  compliance  as  between  Landlord  and  Tenant, is made the
responsibility  of  Tenant  pursuant to Article 28(a) above.   To the extent any
such  Operating Cost relating to Hazardous Material is subsequently recovered or
reimbursed  through  insurance,  or  recovery  from responsible third parties or
other  action,  Tenant shall be entitled to a proportionate reimbursement to the
extent  it  has  paid its share of such Operating Cost to which such recovery or
reimbursement  relates.

     (c)     It  shall  not be unreasonable for Landlord to withhold its consent
to any proposed Transfer if (i) the proposed transferee's anticipated use of the
Premises  involves  the  generation,  storage,  use,  treatment,  or disposal of
Hazardous  Material; (ii) the proposed Transferee has been required by any prior
landlord,  leader,  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
(iii)  the  proposed Transferee is subject to an enforcement order issued by any
governmental  authority  in  connection  with the use, disposal, or storage of a
Hazardous  Material.

     (d)     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  of  California or the United States
Government.  The  term  "Hazardous  Material"  includes, without limitation, any
material  or  substance  which  is  (i) defined as "Hazardous Waste," "Extremely
Hazardous Waste," or "Restricted Hazardous Waste" under Sections 25115, 25117 or
25122.7,  or  listed  pursuant  to  Section  25140, of the California Health and
Safety  Code,  Division  20,  Chapter  6.5  (Hazardous  Waste Control Law), (ii)
defined  as a "Hazardous Substance" under Section 25316 of the California Health
and  Safety  Code,  Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance  Account  Act),  (iii)  defined  as a "Hazardous Material," "Hazardous
Substance,"  or  "Hazardous  Waste" under Section 25501 of the California Health
and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans  and  Inventory),  (iv)  defined  as a "Hazardous Substance" under Section
25281  of  the  California  Health  and  Safety  Code,  Division 20, Chapter 6.7
(Underground  Storage  of  Hazardous  Substances), (v) petroleum, (vi) asbestos,
(vii)  listed  under  Article  9  or defined as Hazardous or extremely hazardous
pursuant  to  Article  11  of  Title  22  of the California Administrative Code,
Division 4, Chapter 20, (viii) designated as a "Hazardous Substance" pursuant to
Section  311  of  the Federal Water Pollution Control Act (33 U.S.C. Sec. 1317),
(ix)  defined  as  a  "Hazardous  Waste" pursuant to Section 1004 of She Federal
Resource  Conservation


                                      -21-
<PAGE>
and  Recovery  Act,  42  U.S.C.  Sec. 6901 et seq. (42 U.S.C. Sec. 6903), or (x)
defined  as a "Hazardous Substance" pursuant to Section 101 of the Comprehensive
Environmental  Response,  Compensation and Liability Act, 42 U.S.C, Sec. 9601 et
seq.  (42  U.S.C.  Sec.  9601).

     (e)  As used herein, the term "Laws" means any applicable federal, state or
local law, ordinance, or regulation relating to any Hazardous Material affecting
the  Project,  including,  without  limitation,  the  laws,  ordinances,  and
regulations  referred  to  in  Article  28(d)  above.

                                   ARTICLE 29
                                   ----------

                   SURRENDER OF PREMISES: REMOVAL OF PROPERTY
                   ------------------------------------------

     (a)     The  voluntary  or  other  surrender  of  this  Lease  by Tenant to
Landlord,  or a mutual termination hereof, shall not work a merger, and shall at
the  option  of Landlord, operate as an assignment to it of any or all subleases
or  subtenancies  affecting  the  Premises.

     (b)     Upon  the expiration of the Term of this Lease, or upon any earlier
termination  of  this  Lease,  Tenant shall quit and surrender possession of the
Premises  to  Landlord in good order and condition, reasonable wear and tear and
repairs  which are Landlord's obligation excepted, and shall, without expense to
Landlord,  remove  or  cause  to  be  removed  from  the Premises all debris and
rubbish,  all  furniture,  equipment, business and trade fixtures, free-standing
cabinet  work,  moveable  partitioning,  telephone  and  data  cabling and other
articles  of  personal property owned by Tenant or installed or placed by Tenant
at  its  own  expense  in  the  Premises,  and all similar articles of any other
persons  claiming under Tenant (unless Landlord exercises its option to have any
subleases or subtenancies assigned to it), and Tenant shall repair all damage to
the  Premises  resulting  from  the  removal  of  such  items from the Premises.

     (c)     Whenever Landlord shall reenter the Premises as provided in Article
12  hereof,  or  as otherwise provided in this Lease, 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.

     (d)     All fixtures, equipment, leasehold improvements, Alterations and/or
appurtenances  attached  to  or  built  into the Premises prior to or during the
Term,  whether  by  Landlord or Tenant and whether at the expense of Landlord or
Tenant,  or  of  both, shall be and remain part of the Premises and shall not be
removed by Tenant at the end of the Term unless otherwise expressly provided for
in  this  Lease  or  unless such removal is required by Landlord. Such fixtures,
equipment,  leasehold  improvements, Alterations, additions, 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.

                                   ARTICLE 30
                                   ----------

                                  MISCELLANEOUS
                                  -------------

     (a)     SEVERABILITY;  ENTIRE  AGREEMENT. ANY PROVISION OF THIS LEASE WHICH
             --------------------------------
SHALL  PROVE  TO  BE INVALID, VOID, OR ILLEGAL SHALL IN NO WAY AFFECT, IMPAIR OR
INVALIDATE  ANY  OTHER  PROVISION  HEREOF


                                      -22-
<PAGE>
AND  SUCH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT, THIS LEASE AND
THE  EXHIBITS  AND  ANY ADDENDUM ATTACHED HERETO CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN  THE  PARTIES  HERETO WITH REGARD TO TENANT'S OCCUPANCY OR USE OF ALL OR
ANY  PORTION  OF THE PROJECT, AND NO PRIOR AGREEMENT OR UNDERSTANDING PERTAINING
TO  ANY  SUCH  MATTER  SHALL  BE EFFECTIVE FOR ANY PURPOSE. NO PROVISION OF THIS
LEASE MAY BE AMENDED OR SUPPLEMENTED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY
THE  PARTIES  HERETO  OR THEIR SUCCESSOR IN INTEREST. THE PARTIES AGREE THAT ANY
DELETION  OF  LANGUAGE FROM THIS LEASE PRIOR TO ITS MUTUAL EXECUTION BY LANDLORD
AND TENANT SHALL NOT BE CONSTRUED TO HAVE ANY PARTICULAR MEANING OR TO RAISE ANY
PRESUMPTION, CANON OF CONSTRUCTION OR IMPLICATION INCLUDING, WITHOUT LIMITATION,
ANY IMPLICATION THAT THE PARTIES INTENDED THEREBY TO STATE THE CONVERSE, OBVERSE
OR  OPPOSITE  OF  THE  DELETED  LANGUAGE.

     (b)     Attorneys'  Fees;  Waiver  of  Jury  Trial.
             -------------------------------------------

          (i)     In  any  action  to enforce the terms of this Lease, including
any suit by Landlord for the recovery of rent or possession of the Premises, the
losing party shall pay the successful party a reasonable sum for attorneys' fees
and costs in such suit and such attorneys fees and costs shall be deemed to have
accrued  prior  to  the commencement of such action and shall be paid whether or
not  such  action  is  prosecuted  to  judgment.

          (ii)     Should  Landlord, without fault on Landlord's part, be made a
party  to  any  litigation  instituted  by  Tenant or by any third party against
Tenant,  or  by  or  against  any  person holding under or using the Premises by
license  of  Tenant,  or  for  the foreclosure of any lien for labor or material
furnished  to or for Tenant or any such other person or otherwise arising out of
or  resulting from any act or transaction of Tenant or of any such other person,
Tenant  covenants  to save and hold Landlord harmless from any judgment rendered
against  Landlord  or  the  Premises  or any part thereof and from all costs and
expenses, including reasonable attorneys' fees and costs incurred by Landlord in
connection  with  such  litigation.

          (iii)     When  legal  services are rendered by an attorney at law who
is  an  employee  of  a  party, attorneys' fees and costs incurred by that patty
shall  be  deemed  to  include an amount based upon the number of hours spent by
such  employee  on  such  matters  multiplied  by  an  appropriate  billing rate
determined  by  taking  into  consideration  the same factors, including but not
limited  by, the importance of the matter, time applied, difficulty and results,
as  are  considered  when an attorney not in the employ of a party is engaged to
reader  such  service.

          (iv)     EACH PARTY HEREBY WAIVES  ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION  SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS LEASE, FOR DAMAGES
FOR  ANY  BREACH  UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR
REMEDY  HEREUNDER.

     (c)     Time  of  Essence. Each of Tenant's covenants herein is a condition
             -----------------
and time is of the essence with respect to the performance of every provision of
this  Lease.

     (d)     Headings; Joint and Several. The article headings contained in this
             ---------------------------
Lease  are  for convenience only and do not in any way limit or amplify any term
or  provision  hereof.   The  terms "Landlord" and "Tenant" as used herein shall
include  the  plural  as  well  as  the  singular,  the neuter shall include the
masculine  and  feminine  genders and the obligations herein imposed upon Tenant
shall  be  joint and several as to each of the persons, firms or corporations of
which  Tenant  may  be  composed.

     (e)     Reserved  Area.  Tenant  hereby  acknowledges  and  agrees that the
             ---------------
exterior  wails of the Premises and the area between the finished ceiling of the
Premises  and  the  slab  of  the  floor of the Project thereabove have not been
demised hereby and the use thereof together with the right to install, maintain,
use,  repair  and  replace  pipes,  ducts,  conduits, wiring and cabling leading
through,  under  or  above  the  Premises or throughout the Project in locations
which  will  not  materially  interfere  with  Tenant's  use of the Premises and
serving  other  parts  of  the  Project  are  hereby  excepted and reserved unto
Landlord.


                                      -23-
<PAGE>
     (f)     NO  OPTION.  THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS AGENT OR
             ----------
REPRESENTATIVE  FOR  EXAMINATION  OR  EXECUTION BY TENANT DOES NOT CONSTITUTE AN
OPTION  OR  OFFER  TO LEASE THE PREMISES UPON THE TERMS AND CONDITIONS CONTAINED
HEREIN  OR  A  RESERVATION OF THE PREMISES IN FAVOR OF TENANT, IT BEING INTENDED
HEREBY  THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY
LANDLORD AND TENANT AND DELIVERY OF A FULLY EXECUTED LEASE TO TENANT.

     (g)     Use  of  Project Name; Improvements. Tenant shall not be allowed to
             -----------------------------------
use the name, picture or representation of the Project, or words to that effect,
in  connection with any business carried on in the Premises or otherwise (except
as Tenant's address) without the prior written consent of Landlord, In the event
that  Landlord  undertakes  any  additional  improvements  on  the Real Property
including  but not limited to new construction or renovation or additions to the
existing  improvements,  Landlord  shall  not be liable to Tenant for any noise,
dust,  vibration  or  interference  with access to the Premises or disruption in
Tenant's  business  caused  thereby.

     (h)     Rules  and  Regulations. Tenant shall observe faithfully and comply
             -----------------------
strictly  with  the  Rules and Regulations attached to this Lease as Exhibit "B"
and  made  a  part  hereof, and such other Rules and Regulations as Landlord may
from  time  to time reasonably adopt for the safety, care and cleanliness of the
Project,  the  facilities  thereof,  or  the preservation of good order therein.
Landlord  shall  not  be  liable  to  Tenant for violation of any such Rules and
Regulations,  or for the breach of any covenant or condition in any lease by any
other  tenant in the Project. A waiver by Landlord of any Rule or Regulation for
any  other  tenant  shall  not  constitute nor be deemed a waiver of the Rule or
Regulation  for  this  Tenant.

     (i)     Quiet Possession. Upon Tenant's paying the Basic Rental, Additional
             ----------------
Rent  and  other sums provided hereunder and observing and performing all of the
covenants,  conditions  and  provisions  on  Tenant's  part  to  be observed and
performed  hereunder, Tenant shall have quiet possession of the Premises for the
entire Term hereof, subject to all of the provisions of this Lease.

     (j)     Rent.  All payments required to be made hereunder to Landlord shall
             ----
be deemed to be rent, whether or not described as such.

     (k)     Successors  and  Assigns.  Subject  to the provisions of Article 15
             ------------------------
hereof,  all  of the covenants, conditions and provisions of this Lease shall be
binding  upon  and  shall  inure  to the benefit of the parties hereto and their
respective  heirs,  personal  representatives,  successors  and  assigns.

     (l)     Notices.  Any  notice  required  or permitted to be given hereunder
             -------
shall  be  in writing and may be given by personal service evidenced by a signed
receipt  or  sent  by registered or certified mail, return receipt requested, or
via  overnight courier, and shall be effective upon proof of delivery, addressed
to  Tenant  at  the  Premises  or  to  Landlord at the management office for the
Project,  with  a  copy  to  Landlord,  c/o  Arden  Realty, Inc., 11601 Wilshire
Boulevard,  Fourth Floor, Los Angeles, California 90025, Attn: Legal Department.
Either  party  may by notice to the other specify a different address for notice
purposes  except  that,  upon  Tenant's  taking  possession of the Premises, the
Premises  shall  constitute  Tenant's address for notice purposes. A copy of all
notices  to  be given to Landlord hereunder shall be concurrently transmitted by
Tenant to such party hereafter designated by notice from Landlord to Tenant. Any
notices sent by Landlord regarding or relating to eviction procedures, including
without  limitation  three  day  notices,  may  be  sent  by  regular  mail.

     (m)     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.

     (n)     Right  of  Landlord to. Perform. All covenants and agreements to be
             -------------------------------
performed  by  Tenant under any of the terms of this Lease shall be performed by
Tenant  at  Tenant's sole cost and expense and without any abatement of rent. If
Tenant  shall fail to pay any sum of money, other than rent, required to be paid
by  it  hereunder  or  shall  fail  to  perform  any other act on its part to be
performed  hereunder, and such failure shall continue beyond any applicable cure


                                      -24-
<PAGE>
period  set  forth  in  this Lease, Landlord may, but shall not be obligated to,
without  waiving  or  releasing  Tenant from any obligations of Tenant, make any
such  payment  or  perform  any  such  other  act on Tenant's part to be made or
performed  as  is  in  this Lease provided. All sums so paid by Landlord and all
reasonable  incidental  costs, together with interest thereon at the rate of ten
percent  (10%)  per  annum  from  the date of such payment by Landlord, shall be
payable  to  Landlord  on  demand and Tenant covenants to pay any such sums, and
Landlord  shall  have (in addition to any other right or remedy of Landlord) the
same  rights and remedies in the event of the nonpayment thereof by Tenant as in
the  case  of  default  by  Tenant  in  the  payment  of  the  rent.

     (o)     Access,  Changes  in  Project,  Facilities,  Name.
             -------------------------------------------------

          (i)     Every  part  of  the Project except the inside surfaces of all
walls,  windows  and  doors  bounding  the Premises (including exterior building
walls,  the  rooftop,  core  corridor  walls  and  doors  and  any core corridor
entrance),  and  any  space in or adjacent to the Premises or within the Project
used  for  shafts,  stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities,  sinks  or other building facilities, and the use thereof, as well as
access  thereto through the Premises for the purposes of operation, maintenance,
decoration  and  repair,  are  reserved  to  Landlord.

          (ii)     Tenant  shall  permit  Landlord  to install, use and maintain
pipes, ducts and conduits within the walls, columns and ceilings of the Premises
and  throughout  the  Project.

          (iii)     Landlord reserves the right, without incurring any liability
to  Tenant  therefor, to make such changes in or to the Project and the fixtures
and  equipment  thereof,  as  well  as  in  or  to  the street entrances, halls,
passages,  elevators,  stairways  and other improvements thereof, as it may deem
necessary  or  desirable.

          (iv)     Landlord  may  adopt  any  name  for the Project and Landlord
reserves  the right, from time to time, to change the name and/or address of the
Project.

     (p)     Signing  Authority.  If  Tenant  is  a  corporation, partnership or
             ------------------
limited  liability  company,  each  individual executing this Lease on behalf of
said entity represents and warrants that he or she is duly authorized to execute
and  deliver  this  Lease  on  behalf  of said entity in accordance with: (i) if
Tenant  is a corporation, a duly adopted resolution of the Board of Directors of
said  corporation or in accordance with the By-laws of said corporation, (ii) if
Tenant  is  a  partnership, the terms of the partnership agreement, and (iii) if
Tenant is a limited liability company, the terms of its operating agreement, and
that  this  Lease  is  binding  upon  said  entity in accordance with its terms.
Concurrently  with  Tenant's  execution  of  this Lease, Tenant shall provide to
Landlord a copy of: (i) if Tenant is a corporation, such resolution of the Board
of  Directors  authorizing  the  execution  of  this  Lease  on  behalf  of such
corporation,  which  copy of resolution shall be duly certified by the secretary
or  an  assistant secretary of the corporation to be a true copy of a resolution
duly  adopted  by  the  Board of Directors of said corporation and shall be in a
form  reasonably acceptable to Landlord, (ii) if Tenant is a partnership, a copy
of  the provisions of the partnership agreement granting the requisite authority
to each individual executing this Lease on behalf of said partnership, and (iii)
if  Tenant  is  a  limited  liability  company,  a copy of the provisions of its
operating  agreement  granting  the  requisite  authority  to  each  individual
executing  this  Lease on behalf of said limited liability company. In the event
Tenant fails to comply with the requirements set forth in this subparagraph (p),
then  each  individual  executing  this  Lease, jointly and severally along with
Tenant,  shall  be  personally  liable  for  all of Tenant's obligations in this
Lease.

     (q)     Identification  of  Tenant.
             --------------------------

          (i)     If Tenant constitutes more than one person or entity, (A) each
of  them  shall  be  jointly and severally liable for the keeping, observing and
performing  of  all  of  the terms, covenants, conditions and provisions of this
Lease  to  be  kept,  observed and performed by Tenant, (B) the term "Tenant" as
used  in  this  Lease shall mean and include each of them jointly and severally,
and  (C) the act of or notice from, or notice or refund to, or the signature of,
any  one  or more of them, with respect to the tenancy of this Lease, including,
but  not  limited  to,  any  renewal,  extension,  expiration,  termination  or
modification of this Lease, shall be binding upon each and all of the persons or
entities  executing  this  Lease  as Tenant with the same force and effect as if
each  and all of them had so acted or so given or received such notice or refund
or  so  signed.


                                      -25-
<PAGE>
          (ii)     If  Tenant  is  a partnership (or is comprised of two or more
persons,  individually  and  as  co-partners  of  a  partnership) or if Tenant's
interest  in  this  Lease  shall be assigned to a partnership (or to two or more
persons,  individually  and as co-partners of a partnership) pursuant to Article
15 hereof (any such partnership and such persons hereinafter referred to in this
Article  30(q)(ii)  as  "PARTNERSHIP  TENANT"), the following provisions of this
Lease  shall  apply  to  such  Partnership  Tenant:

               (A)     The  liability  of  each  of  the  parties  comprising
Partnership  Tenant  shall  be  joint  and  several.

               (B)     Each  of the parties comprising Partnership Tenant hereby
consents  in advance to, and agrees to be bound by, any written instrument which
may  hereafter  be  executed,  changing, modifying or discharging this Lease, in
whole  or  in  part,  or  surrendering  all  or  any part of the Premises to the
Landlord,  and  by  notices,  demands, requests or other communication which may
hereafter  be given, by the individual or individuals authorized to execute this
Lease  on  behalf  of  Partnership  Tenant  under  Subparagraph  (p)  above.

               (C)     Any  bills,  statements,  notices,  demands, requests  or
other  communications  given  or rendered to Partnership Tenant or to any of the
parties  comprising  Partnership  Tenant  shall  be  deemed given or rendered to
Partnership Tenant and to all such parties and shall be binding upon Partnership
Tenant  and  all  such  parties.

               (D)     If  Partnership  Tenant  admits new partners, all of such
new  partners shall, by their admission to Partnership Tenant, be deemed to have
assumed  performance of all of the terms, covenants and conditions of this Lease
on  Tenant's  part  to  be  observed  and  performed.

               (E)     Partnership  Tenant  shall give prompt notice to Landlord
of  the  admission of any such new partners, and, upon demand of Landlord, shall
cause  each  such new partner to execute and deliver to Landlord an agreement in
form  satisfactory  to  Landlord,  wherein  each  such  new partner shall assume
performance  of  all  of  the  terms,  covenants and conditions of this Lease on
Partnership  Tenant's  part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord shall terminate the provisions
of  clause  (D) of this Article 30(q)(ii) or relieve any such new partner of its
obligations  thereunder).

     (r)     Intentionally  Omitted.
             ----------------------

     (s)     Survival  of Obligations. Any obligations of Tenant occurring prior
             ------------------------
to  the  expiration  or  earlier  termination  of  this Lease shall survive such
expiration  or  earlier  termination.

     (t)     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 and any proposed Transferees.

     (u)  Governing  Law.  This  Lease  shall  be  governed  by and construed in
          --------------
accordance  with  the laws of the State of California. No conflicts of law rules
of  any state or country (including, without limitation, California conflicts of
law  rules)  shall be applied to result in the application of any substantive or
procedural  laws  of  any  state  or  country  other  than  California.  All
controversies,  claims,  actions or causes of action arising between the parties
hereto  and/or  their respective successors and assigns, shall be brought, heard
and  adjudicated  by  the  courts  of the State of California, with venue in the
County  of  San  Diego.  Each  of the parties hereto hereby consents to personal
jurisdiction  by  the  courts  of the State of California in connection with any
such  controversy,  claim,  action  or  cause of action, and each of the parties
hereto  consents to service of process by any means authorized by California law
and  consent to the enforcement of any judgment so obtained in the courts of the
State  of  California  on  the same terms and conditions as if such controversy,
claim,  action or cause of action had been originally heard and adjudicated to a
final  judgment  in such courts. Each of the parties hereto further acknowledges
that  the  laws  and  courts of California were freely and voluntarily chosen to
govern  this  Lease  and  to  adjudicate  any  claims  or  disputes  hereunder.


                                      -26-
<PAGE>
     (v)     Exhibits.  The  Exhibits attached hereto are incorporated herein by
             --------
this reference as if fully set forth herein.

     (w)     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 set off of any of the rent or other amounts owing
hereunder  against  Landlord.

     (x)     Counterparts.  This  Lease may be executed in counterparts, each of
             ------------
which  shall  be deemed an original, but such counterparts, when taken together,
shall  constitute  one  agreement.

                                   ARTICLE 31
                                   ----------

                              RIGHT OF FIRST OFFER
                              --------------------

     Landlord hereby grants to Tenant a right of first offer with respect to any
space  contiguous  to  the  Premises  on  the second (2nd) floor of the Building
("FIRST  OFFER SPACE"). Notwithstanding the foregoing (i) such first offer right
of Tenant shall commence only following the expiration or earlier termination of
(A)  any  existing  lease pertaining to the First Offer Space, and (B) as to any
First  Offer Space which is vacant as of the date of this Lease, the first lease
pertaining  to  any  portion  of such First Offer Space entered into by Landlord
after  the  date  of this Lease (collectively, the "SUPERIOR LEASES"), including
any  renewal  or extension of such existing or future lease, whether or not such
renewal  or extension is pursuant to an express written provision in such lease,
and  regardless of whether any such renewal or extension is consummated pursuant
to  a  lease  amendment or a new lease, and (ii) such first offer right shall be
subordinate and secondary to all rights of expansion, first refusal, first offer
or  similar rights granted to (A) the tenants of the Superior Leases and (B) any
other  tenant  of the Project (the rights described in items (i) and (ii), above
to  be  known  collectively as "SUPERIOR RIGHTS"), Tenant's right of first offer
shall  be  on  the  terms  and  conditions  set  forth  in  this  Section  31.

          (i)     Procedure  for Offer. Landlord shall notify Tenant (the "FIRST
                  --------------------
OFFER  NOTICE")  from  time to time when Landlord determines that Landlord shall
commence  the marketing of any First Offer Space because such space shall become
available  for  lease  to  third  parties,  where  no holder of a Superior Right
desires  to lease such space. The First Offer Notice shall describe the space so
offered  to  Tenant  and  shall set forth Landlord's proposed economic terms and
conditions  applicable  to  Tenant's  lease  of  such  space  (collectively, the
"ECONOMIC  TERMS").  Notwithstanding  the  foregoing,  Landlord's  obligation to
deliver the First Offer Notice shall not apply during the last six (6) months of
the  initial  Term unless Tenant and Landlord shall have previously extended the
Term,  in  writing.

          (ii)     Procedure  for  Acceptance.  If  Tenant  wishes  to  exercise
                   --------------------------
Tenant's  right  of first offer with respect to the space described in the First
Offer  Notice,  then  within  five (5) business days after delivery of the First
Offer  Notice  to  Tenant,  Tenant  shall deliver notice to Landlord of Tenant's
intention  to exercise its right of first offer with respect to the entire space
described  in  the First Offer Notice. If concurrently with Tenant's exercise of
the  first  offer  right,  Tenant  notifies Landlord that it does not accept the
Economic  Terms  set forth in the First Offer Notice, Landlord and Tenant shall,
for  a  period of ten (10) days after Tenant's exercise, negotiate in good faith
to  reach  agreement  as  to  such  Economic Terms. If Tenant does not so notify
Landlord that it does not accept the Economic Terms set forth in the First Offer
Notice  concurrently  with  Tenant's  exercise  of  the  first  offer right, the
Economic  Terms shall be as set forth in the First Offer Notice. In addition, if
Tenant  does  not exercise its right of first offer within the five (5) business
day  period, or, if Tenant exercises its first offer right but timely objects to
Landlord's  determination  of  the Economic Terms and if Landlord and Tenant are
unable  to  reach  agreement  on  such  Economic  Terms within said ten (10) day
period,  then  Landlord  shall be free to lease the space described in the First
Offer  Notice  to  anyone to whom Landlord desires on any terms Landlord desires
and  Tenant's  right  of  first  offer  shall  terminate  in  its  entirety.
Notwithstanding  anything to the contrary contained herein, Tenant must elect to
exercise  its  right of first offer, if at all, with respect to all of the space
offered  by  Landlord to Tenant at any particular time, and Tenant may not elect
to  lease  only  a  portion  thereof.


                                      -27-
<PAGE>
          (iii)     Construction  of  First  Offer  Space. Tenant shall take the
                    -------------------------------------
First  Offer  Space  in  its  "as-is" condition, and Tenant shall be entitled to
construct  improvements  in  the  First  Offer  Space  in  accordance  with  the
provisions  of  Article  9  of  this  Lease.

          (iv)     Lease  of  First  Offer  Space.  If  Tenant  timely exercises
                   ------------------------------
Tenant's  right to lease the First Offer Space as set forth herein, Landlord and
Tenant  shall  execute an amendment adding  such First Offer Space to this Lease
upon  the  same  non-economic  terms and conditions as applicable to the initial
Premises,  and the economic terms and conditions as provided in this Section 31.
Tenant  shall  commence  payment of rent for the First Offer Space and the Lease
Term  of  the First Offer Space shall commence upon the date of delivery of such
space  to Tenant. The Term for the First Offer Space shall expire co-terminously
with  Tenant's  lease  of  the  initial  Premises.

          (v)     No  Defaults. The rights contained in this Section 31 shall be
                  ------------
personal  to  the  original  Tenant,  and  may only be exercised by the original
Tenant  (and  not  any  assignee,  sublessee or other transferee of the original
Tenant's  interest  in this Lease), and may only be exercised if Tenant occupies
the  entire  Premises as of the date of the First Offer Notice. Tenant shall not
have  the right to lease First Offer Space as provided in this Section 31 if, as
of  the  date  of  the  First  Offer Notice, or, at Landlord's option, as of the
scheduled  date  of  delivery  of such First Offer Space to Tenant, Tenant is in
default  under  this  Lease  or Tenant has previously been in default under this
Lease  more  than  once.

                                   ARTICLE 32
                                   ----------

                                 EYEBROW SIGNAGE
                                 ---------------

     In  the  event  that,  pursuant to Tenant's exercise of its expansion right
pursuant  to  Article  31  above, Tenant shall come to occupy in excess of 5,000
rentable  square  feet within the Building, Tenant shall have the right, subject
to  then-existing  availability, to one (1) eyebrow sign ("EYEBROW SIGN") on the
10390 Commerce Center Drive building, compatible in size, design, materials used
and any other reasonable requirement of Landlord, specifically including but not
limited  to  (i)  the  compliance  of  such  Eyebrow  Sign  with  all applicable
governmental  requirements,  (ii)  proper  maintenance  of  the  Eyebrow Sign by
Tenant,  and  (iii) removal of the Eyebrow Sign (and repair of any damage caused
thereby),  at  Tenant's  expense,  upon the expiration or earlier termination of
this  Lease.

                               [REMAINDER OF PAGE
                                  INTENTIONALLY
                                   LEFT BLANK]


                                      -28-
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Lease, consisting of the
foregoing  provisions and Articles, including all exhibits and other attachments
referenced  therein,  as  of  the  date  first  above  written.

     "LANDLORD"                    ARDEN REALTY LIMITED PARTNERSHIP,
                                   a Maryland limited partnership

                                   By:  ARDEN REALTY, INC.,
                                        a Maryland corporation
                                        Its: Sole General Partner

                                        By:  /s/ Victor J. Coleman
                                             -------------------------------
                                             Victor J. Coleman
                                             Its: President and COO

                                        By:  /s/ Robert C. Peddicord
                                             -------------------------------
                                             Its: Robert C. Peddicord
                                                  --------------------------
                                                  Senior Vice President
                                                  Leasing and Operations


     "TENANT"                      ALLCOM USA, INC.,
                                   a Nevada corporation

                                   By:  /s/ Mike Petriew
                                        ------------------------------------
                                   Print Name: Mike Petriew
                                               -----------------------------
                                        Title: President
                                               -----------------------------

                                   By:  /s/ John Cheney
                                        ------------------------------------
                                   Print Name: John Cheney
                                               -----------------------------
                                        Title: Director
                                               -----------------------------


                                      -29-
<PAGE>
                                  EXHIBIT "A"
                                  -----------

                                    PREMISES
                                    --------



                                [GRAPHIC OMITTED]





                                  EXHIBIT "A"
                                  -----------
                                      -1-

Source: OneCLE Business Contracts.