CB Richard Ellis           Real Estate Lease
                           CB Richard Ellis, Inc.
                           Brokerage and Management
                           Licensed Real Estate Broker



ARTICLE ONE:  BASIC TERMS

     This  Article  One  contains  the Basic  Terms of this  Lease  between  the
Landlord and Tenant named below. Other Articles,  Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

     Section 1.01. Date of Lease: July 16, 1998

     Section 1.02. Landlord (include legal entity):  CALIFORNIA AVE. ASSOCIATES,
LLC Address of Landlord: 2961 West California Avenue, Salt Lake City, UT

     Section 1.03.  Tenant  (include legal entity):  ORIGIN BOOK SALES,  INC., a
Utah Corporation  Address of Tenant:  2961 West California  Avenue,  Building B,
Suite E. Salt Lake City, UT

     Section 1.04. Property: The Property is part of the Landlord's multi-tenant
real property  development known as California  Commerce Centre and described or
depicted in Exhibit "A" (the  "Project").  The Project  includes  the land,  the
buildings and all other  improvements  located on the land, and the common areas
described  in  Paragraph  4.05(a).  The  Property  is (include  street  address,
approximate square footage and description): Approximately 28,066 square feet of
office/warehouse  space, with  approximately  6,745 square feet of office space,
located at 2961 West California Avenue, Building B. Suite E. Salt Lake City, UT.

     Section 1.05.  Lease Term: Six (6) years, -0- months beginning on September
1,  1998 or such  other  date as is  specified  in this  Lease,  and  ending  on
September 30, 1998.

     Section 1.06. Permitted Uses; (see Article Five):  General  administrative,
storage and distribution use for book distribution.

     Section 1.07. Tenant's Guarantor;  (if none, so state): Wade Cook Financial
Corporation.

     Section 1.08. Brokers; (See Article Fourteen)(If note, so state): Landlords
Broker: CB Richard Ellis, Inc. Tenant's Broker: CB Richard Ellis, Inc.

     Section  1.09.   Commission  payable  to  Landlord's  Broker  (See  Article
Fourteen): $

     Section 1.10.  Initial  Security  Deposit;  (See Section 3.03):  $16,494.00
(Sixteen thousand four hundred ninety-four dollars and no cents)

     Section 1.11.  Vehicle  Parking  Spaces  Allocated to Tenant;  (See Section
4.06): Twenty-five (25) non-designated spaces.

     Section 1.12. Rent and Other Charges Payable by Tenant:

     (a) BASE RENT:  Fourteen  thousand  six  hundred  fifty-four  and ten cents
Dollars  ($4,654.10) per month for the first twelve (12) months,  as provided in
Section 3.01, an shall be increased on the first day of the thirteenth  month(s)
after the  Commencement  Date,  either (i) as provided in Section  3.02, or (ii)
fixed three (3%) percent  increases per annum.  (If (ii) is completed,  then (i)
and Section 3.02 are inapplicable.)

     (b) OTHER PERIODIC  PAYMENTS:  (i) Real Property Taxes; (See Section 4.02);
(ii)  Utilities;  (See Section 4.03);  (iii)  Insurance  Premiums;  (See Section
4.04);  (iv) Tenant's Initial Pro Rata Share of Common Area Expenses,  58%; (See
Section  4.05);  (v) Impounds for Insurance  Premiums and Property  Taxes;  (See
section 4.09); (vi) Maintenance, Repairs and Alterations; (See Article Six).

     Section 1.13.  Landlord's  Share of Profit on Assignment or Sublease;  (See
Section  9.05):  One  Hundred  percent  (100%) of the  Profit  (the  "Landlord's
Share").

     Section 1.14.  Riders: The following Riders are attached to and made a part
of this Lease; (if none, so state): Addendum One: Personal Guaranty.

ARTICLE TWO:  LEASE TERM

     Section  2.01.  Lapse of  Property  For Lease  Term.  Landlord  leases  the
Property to Tenant and Tenant  leases the Property  from  Landlord for the Lease
Term.  The Lease Term is for the Period  stated in Section  1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the beginning
or end of the Lease Term is  changed  under any  provision  of this  Lease.  The
"Commencement  Date" shall be the date  specified  in Section 1.05 above for the
beginning of the Lease Term,  unless  advanced or delayed under any provision of
this Lease.

         Section 2.02.  Delay in  Commencement.  Landlord shall not be liable to
Tenant if Landlord does not deliver  possession of the Property to Tenant on the
Commencement  Date.  Landlord's  non-delivery  of the Property to Tenant on that
date shall not affect this Lease or the  obligations  of Tenant under this Lease
except that the Commencement  Date shall be delayed until the Landlord  delivers
possession  of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of  possession  of the Property to Tenant,
plus the  number of days  necessary  to end the Lease  Term on the last day of a
month. If Landlord does not deliver  possession of the Property to Tenant within
sixty (60) days after the  Commencement  Date,  Tenant may elect to cancel  this
Lease by giving written notice to Landlord  within ten (10) days after the sixty
(60) day period ends.  If Tenant gives such notice,  the Lease shall be canceled
and neither Landlord nor Tenant shall have any further obligations to the other.
If tenant does not give such  notice,  Tenant's  right to cancel the Lease shall
expire and the Lease Term shall  commence upon the delivery of possession of the
Property  to Tenant.  If  delivery of  possession  of the  Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery, execute and amendment to
this Lease, setting forth the actual


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Commencement  Date and expiration date of the Lease.  Failure to execute such an
amendment shall not affect the actual  Commencement  Date and expiration date of
the Lease.

     Section 2.03. Early Occupancy. If the Tenant occupies the Property prior to
the Commencement  Date,  Tenant's  occupancy of the Property shall be subject to
all the  provisions  of this Lease.  Early  occupancy of the Property  shall not
advance the  expiration  date of this Lease.  Tenant shall pay Base Rent and all
other charges specified in the Lease for the early occupancy period.

     Section  2.04.  Holding  Over.  Tenant shall  vacate the Property  upon the
expiration or earlier  termination of this Lease Tenant shall reimburse Landlord
for and  indemnify  Landlord  against all  damages  which  Landlord  incure from
Tenant's delay in vacating the Property.  If Tenant does not vacate the Property
upon the expiration or earlier  termination of the Lease and Landlord thereafter
accepts  rent  from  Tenant,  Tenant's  occupancy  of the  Property  shall  be a
"month-to-month" tenancy, subject to all the terms of this Lease applicable to a
month-to-month  tenancy,  except  that the Base  Rent  then in  effect  shall be
increased by twenty-five percent (25%).

ARTICLE THREE:  BASE RENT

     Section  3.01.  Time and Manner of Payment.  Upon  execution  of this lese,
Tenant  shall pay  Landlord  the Base  Rent in the  amount  stated in  paragraph
1.12(a)  above for the first  month of the Lease  Term.  On the first day of the
second  month of the Lease  Term and each  month  thereafter,  Tenant  shall pay
Landlord the Base Rent, in advance, without offset,  deduction, or prior demand.
The Base Rent shall be payable at  Landlord's  address or at such other place as
Landlord may designate in writing.

     Section 3.02. [intentionally deleted]

     (a) [intentionally deleted]

     (b) [intentionally deleted]

     Section 3.03. Security Deposit; Increase.

     (a) Upon the execution of this Lease,  Tenant shall deposit with Landlord a
cash  Security  Deposit in the amount set forth in Section 1.10 above.  Landlord
may  apply  all or part of the  Security  Deposit  to any  unpaid  rent or other
charges due from Tenant or to cure any other defaults of Tenant. If the Landlord
uses any part of the Security Deposit, Tenant shall restore the Security Deposit
to its full amount within ten (10) days after the  Landlord's  written  request.
Tenant's  failure to do so shall be a material  default  under this  Lease.  Not
interest shall be paid on the Security  Deposit.  Landlord shall not be required
to keep the  Security  Deposit  separate  from its other  accounts  and no trust
relationship is created with respect to the Security Deposit.

     (b) Each time the Base Rent is increased,  Tenant shall deposit  additional
funds with the Landlord sufficient to increase the Security Deposit to an amount
which  bears the same  relationship  to the  adjusted  Base Rent as the  initial
Security Deposit bore to the initial Base Rent.

     Section 3.04. Termination; Advance Payments. Upon termination of this Lease
under Article Seven (Damage or Destruction),  Article Eight  (Condemnation),  or
any other termination not resulting from Tenant's default,  and after Tenant has
vacated the Property in the manner required by this Lease, Landlord shall refund
or credit to Tenant (or Tenant's  successor)  the unused portion of the Security
Deposit,  any advance rent or other advance payments made by Tenant to Landlord,
and any amounts paid for real  property  taxes and other  reserves with apply to
any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

     Section 4.01.  Additional  Rent.  All charges  payable by Tenant other than
Base Rent are called  "Additional  Rent." Unless this Lease provides  otherwise,
Tenant shall pay all Additional Rent then due with the next monthly  installment
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

     Section 4.02. Property Taxes.

     (a) Real Property  Taxes.  Tenant shall pay all real property  taxes on the
Property  (including any fees, taxes or assessments  against, or as a result of,
any tenant  improvements  installed  on the  Property  by or for the  benefit of
Tenant)  during the Lease Term.  Subject to  Paragraph  4.02(c) and Section 4.08
below,  such  payment  shall  be  made at  least  ten  (10)  days  prior  to the
delinquency  date of the taxes.  Within such ten (10) day period,  tenant  shall
furnish  Landlord with  satisfactory  evidence that the real property taxes have
been paid.  Landlord shall reimburse  Tenant for any real property taxes paid by
Tenant  covering any period of time prior to or after the Lease Term.  If Tenant
fails to pay the real  property  taxes when due,  Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

     (b) Definition of "Real  Property Tax." "Real Property Tax" means;  (i) any
fee, license fee,  license tax,  business  license fee,  commercial  rental tax,
levy,  charge,  assessment,  penalty,  or tax  imposed by any  taxing  authority
against the  Property;  (ii) any tax on the  Landlord's  right  receive,  or the
receipt of, rent or income from the Property or against the Landlord's  business
of

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leasing   [illegible]   property;   (iii)   and   tax   or   charge   for   fire
protection,[illegible]  walks,  road  maintenance,   refuse  or  other  services
[illegible]  property by any government  agency;  (iv) any  tax.[illegible].upon
this  transaction or based upon a re-assessment  of the Property due to a change
of ownership,  as defined by applicable law, or other transfer of all or part of
Landlord's interest in the Property; and (v) any charge or fee replacing any tax
previously  included  within the definition of real property tax. "Real property
tax" does not, however,  include Landlord's federal or state income,  franchise,
inheritance, or estate taxes.

     (c) Joint Assessment. If the Property is not separately assessed,  Landlord
shall  reasonably  determine  Tenant's share of the real property tax payable by
Tenant  under  Paragraph  4.02(a)  from  the  assessor's   worksheets  or  other
reasonably available information. Tenant shall pay such share to Landlord within
fifteen (15) days after receipt of Landlord's written statement.

     (d) Personal Property Taxes.

          (i)  Tenant  shall  pay all  taxes  charged  against  trade  fixtures,
     furnishings,  equipment or any other property  belonging to Tenant.  Tenant
     shall try to have personal property taxes separately from the Property.

          (ii) If any of Tenant's  personal property is taxed with the Property,
     Tenant  shall  pay  Landlord  the taxes for the  personal  property  within
     fifteen (15) days after Tenant  receives a written  statement from Landlord
     for such personal property taxes.

     Section  4.03.  Utilities.  Tenant shall pay,  directly to the  appropriate
supplier,  the cost of all natural  gas,  heat,  light,  power,  sewer  service,
telephone,  water,  refuse disposal and other utilities and services supplied to
the Property.  However,  if any services or utilities  are jointly  metered with
other  property,  Landlord  shall make a  reasonable  determination  of Tenant's
proportionate  share of the cost of such utilities and services and Tenant shall
pay such share to Landlord  within fifteen (15) days after receipt of Landlord's
written statement.

     Section 4.04. Insurance Policies.

     (a) Liability  insurance.  During the Lease Term,  Tenant shall  maintain a
policy of commercial general liability insurance  (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability for
bodily injury,  property damage (including loss of use of property) and personal
injury  arising out of the operation,  use or occupancy of the Property.  Tenant
shall name  Landlord as an  additional  insured  under such policy.  The initial
amount  of  such  insurance  shall  be  One  Million  Dollars  ($1,000,000)  per
occurrence  and shall be  subject to  periodic  increase  based upon  inflation,
increased liability awards,  recommendation of Landlord's professional insurance
advisers and other relevant factors.  The liability insurance obtained by Tenant
under this  Paragraph  4.04(a) shall (i) be primary and  non-contributing;  (ii)
contain cross-liability endorsements; and (iii) insure Landlord against Tenant's
performance  under  Section  5.05,  if the matters  giving rise to the Indemnity
under Section 6.05 result from the negligence of Tenant. The amount and coverage
of such insurance  shall not limit Tenant's  liability nor relieve Tenant or any
other obligation under this Lease. Landlord may also obtain comprehensive public
liability  insurance  in an amount  and with  coverage  determined  by  Landlord
insuring Landlord against liability arising out of ownership,  operation, use or
occupancy  of the  Property.  The  policy  obtained  by  Landlord  shall  not be
contributory and shall not provide primary insurance.

     (b) Property and Rental Income Insurance.  During the Lease Term,  Landlord
shall maintain policies of Insurance  covering loss of or damage to the Property
in the full  amount of its  replacement  value.  Such  policy  shall  contain an
Inflation  Guard  Endorsement  and shall provide  protection  against all perils
included  within  the  classification  of fire,  extended  coverage,  vandalism,
malicious mischief,  special extended perils (all risks),  sprinkler leakage and
any other perils which Landlord deems reasonably necessary.  Landlord shall have
the right to obtain  flood and  earthquake  insurance  if required by any lender
holding a security interest in the Property. Landlord shall not obtain insurance
for Tenant's fixtures or equipment or building improvements  installed by Tenant
on the Property.  During the Lease Term,  Landlord  shall also maintain a rental
income insurance  policy,  with loss payable to Landlord,  in an amount equal to
one year's Base Rent, plus estimated real property taxes and insurance premiums.
tenant shall be liable for the payment of any deductible amount under Landlord's
or Tenant's insurance policies  maintained  pursuant to this Section 4.04, in an
amount  not to exceed  Ten  Thousand  Dollars($10,000).  Tenant  shall not do or
permit anything to be done which invalidates any such insurance policies.

     (c) Payment of  premiums.  Subject to Section  4.08.  Tenant  shall pay all
premiums for the  insurance  policies  described in  Paragraphs  4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium  statement or other evidence of the amount due,
except  Landlord  shall pay all premiums for  non-primary  comprehensive  public
liability  insurance  which  Landlord  elects to obtain as provided in paragraph
4.04(a).  For insurance policies maintained by Landlord which cover improvements
on the entire Project, Tenant shall pay Tenant's prorated share of the premiums,
in accordance  with the formula in Paragraph  4.05(e) for  determining  Tenant's
share of Common Area costs. If insurance  policies  maintained by Landlord cover
improvements on real property other than the Project,  Landlord shall deliver to
Tenant  a  statement  of the  premium  applicable  to the  Property  showing  in
reasonable  detail how Tenant's share of the premium was computed.  If the Lease
Term  expires  before  the  expiration  of an  insurance  policy  maintained  by
Landlord,  Tenant shall be liable for Tenant's  prorated  share of the insurance
premiums.  Before the  Commencement  Date,  Tenant shall deliver to Landlord the
expiration  of any such policy.  Tenant  shall  deliver to Landlord a renewal of
such policy. As an alternative to providing a policy of insurance,  Tenant shall
have the right to provide Landlord with a certificate of insurance,  executed by
an authorized officer of the insurance company, showing that the insurance which
Tenant is  required  to maintain  under this  Section  4.04 is in full force and
effect and containing such other information which Landlord reasonably requires.

     (d) General Insurance Provisions.

          (i) Any  insurance  which  tenant is required  to maintain  under this
     Lease shall include a provision  which requires  insurance  carrier to give
     Landlord  not less than  thirty  (30)  days'  written  notice  prior to any
     cancellation or modification of such coverage.

          (ii) If Tenant fails to deliver any policy,  certificate or renewal to
     Landlord required under this Lease within  the prescribed time period or if
     any such  policy is  canceled  or  modified  during the Lease Term  without
     Landlord's  consent,  Landlord  may obtain  such  insurance,  in which case
     Tenant  shall  reimburse  Landlord  for the cost of such  insurance  within
     fifteen (15) days after receipt of a statement  that  indicates the cost of
     such insurance.

          (iii) Tenant shall  maintain all insurance  required  under this Lease
     with companies  holding a "General Policy Rating" of A-12 or better, as set
     forth in the most current  issue of "Best Key Rating  Guide."  Landlord and
     Tenant  acknowledge  the  insurance  markets are rapidly  changing and that
     insurance in the form and amounts described in this Section 4.04 may not be
     available in the future.  Tenant  acknowledges that the insurance described
     in this  Section 4.04 for the primary  benefit of Landlord.  If at any time
     during the Lease Term, Tenant is unable to maintain the insurance  required
     under the Lease,

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     Tenant shall nevertheless  maintain insurance coverage  [illegible] may and
     [illegible] reasonable in the insurance inc....enant's type of business, as
     the  coverage  may  [illegible]  from  time  to  time.  Landlord  makes  no
     representation  as to the adequacy of such insurance to protect  Landlord's
     or Tenant's interests.  Therefore,  Tenant shall obtain any such additional
     property or liability  insurance  which  Tenant deems  necessary to protect
     Landlord and Tenant.

          (iv)  Unless  prohibited  under  any  applicable   insurance  policies
     maintained,  Landlord  and Tenant each  hereby  waive any and all rights of
     recovery against the other, or against the officers,  employees,  agents or
     representatives  of the other, for loss of or damage to its property or the
     property of others under its control,  if such loss or damage is covered by
     an insurance  policy in force  (whether or not  described in this lease) at
     the time of such loss or damage.  Upon  obtaining the required  policies of
     insurance,  Landlord and Tenant shall give notice to the insurance carriers
     of this mutual wavier of subrogation.

     Section 4.05. Common Areas: Use, maintenance and Costs.

     (a) Common  Areas.  As used in this Lease,  "Common  Areas"  shall mean all
areas within the Project  which are  available  for the common use of tenants of
the project and which are not leased or held for the exclusive use of the Tenant
or other  tenants,  including,  but not limited to,  parking  areas,  driveways,
sidewalks,  loading  areas,  access roads,  corridors,  landscaping  and planted
areas.  Landlord,  from time to time may change the size, location,  nature, and
use of any of the Common  Areas,  convert  Common  Areas into  leaseable  areas,
construct  additional parking facilities  (including parking  structures) in the
Common Areas and increase or decrease Common Area land and/or facilities. Tenant
acknowledges that such activities may result in  inconveniences to Tenant.  Such
activities  and  changes  are  permitted  if they do not  materially  affect the
Tenant's use of the Property.

     (b) Use of Common  Areas.  Tenant  shall  have the  nonexclusive  right (in
common with other tenants and all others to whom the Landlord has granted or may
grant such rights) to use the Common Areas for the purposes intended, subject to
such  reasonable  rules and  regulations  as Landlord may establish from time to
time.  Tenant shall abide by such rules and  regulations  and shall use its best
effort to cause others who use the Common Areas with Tenant's express or implied
permission to abide by Landlord's rules and regulations.  At any time,  Landlord
may  close any  Common  Areas to  perform  any acts in the  Common  Areas as, in
Landlord's  Judgement,  are  desirable to improve the Project.  tenant shall not
interfere  with the rights of  Landlord,  or other  tenants or any other  person
entitled to use Common Areas.

     (c) Specific Provision re; Vehicle Parking. Tenant shall be entitled to use
the number of vehicle  parking spaces in the Project  allocated to the Tenant in
Section 1.11 of the Lease without paying any additional  rent.  Tenant's parking
shall not be reserved  and shall be limited to vehicles no larger than  standard
size automobiles,  pickup utility vehicles.  Tenant shall not cause large trucks
or other  large  vehicles  to be parked  within the  Project or on the  adjacent
public streets.  Temporary parking of large delivery vehicles in the Project may
be  permitted by the rules and  regulations  established  by Landlord.  Vehicles
shall be parked only in striped  parking  spaces and not in  driveways,  loading
areas or other locations not  specifically  designated for parking.  handicapped
spaces  shall only be used by those  legally  permitted  to use them.  If Tenant
parks more  vehicles  in the  parking  area than the number set forth in Section
1.11 of this Lease,  such conduct shall be a material  breach of this lease.  in
addition to the Landlord's  other  remedies under the lease,  Tenant shall pay a
daily charge determined by Landlord for each such additional vehicle.

     (d)  Maintenance of Common Areas.  Landlord shall maintain the Common Areas
in good order,  condition and repair and shall operate the Project in Landlord's
sole   discretion,   as  a  first-class   industrial/commercial   real  property
development.  Tenant shall pay Tenant's pro rata share (as determined  below) of
all cost incurred by Landlord for the operation  and  maintenance  of the Common
Areas. Common Area costs include, but are not limited to, costs and expenses for
the following:  gardening and landscaping;  utilities, water and sewage charges;
maintenance  of signs (other  than  tenant's  signs);  premiums  for  liability,
property damage, fire and other types of causality insurance on the Common Areas
and worker's  compensation  insurance;  all personal property taxes levied on or
attributable to the Common Areas and all Common Area improvements;  all personal
property taxes levied on or attributable to personal property used in connection
with the Common Areas;  straight-line depreciation on personal property owned by
Landlord  which is consumed in the operation or maintenance of the Common Areas;
rental or lease payments paid by Landlord for rented or leased personal property
used in the  operation or  maintenance  of the Common  Areas;  fees for required
licenses and permits; repairing, resurfacing,  repaving, maintaining,  painting,
lighting,  cleaning,  refuse removal,  security and similar items;  reserves for
roof  replacement  and exterior  painting and other  appropriate  reserves;  and
reasonable allowance to Landlord for Landlord's  supervision of the Common Areas
(not to exceed  five  percent  (5%) of the gross  rents of the  project  for the
calendar year). Landlord may cause any or all of such services to be provided by
third  parties  and the cost of such  services  shall be included in Common Area
costs.  Common Area costs shall not include  depreciation of real property which
forms part of the Common Areas.

     (e) Tenant's Share and Payment.  Tenant shall pay Tenant's  annual pro rata
share of all Common Area costs (prorated for any fractional  month) upon written
notice from Landlord that such costs are due and payable, and in any event prior
to  delinquency.  Tenant's  pro rata share shall be  calculated  by dividing the
square foot area of the Property,  as set forth in section 1.04 of the Lease, by
the aggregate  square foot area of the Project which is leased or held for lease
by tenants,  as of the date on which the computation is made.  Tenant's  initial
pro rata share is set out in Paragraph  1.12(b).  Any changes in the Common Area
costs and/or the aggregate  area of the Project  leased or held for lease during
the Lease  Term  shall be  effective  on the first day of the month  after  such
change  occurs.  Landlord may, at Landlord's  election,  estimate in advance and
charge to Tenant as Common Area costs,  all real property taxes for which Tenant
is liable under  Section  4.02 of the Lease,  all  insurance  premiums for which
Tenant is liable under  Section 4.04 of the lease,  all  maintenance  and repair
costs for which Tenant is liable under Section 6.04 of the Lease,  and all other
common Area costs  payable by Tenant  hereunder.  At  Landlord's  election  such
statements of estimated Common Area costs shall be delivered monthly, quarterly,
or at any other  periodic  intervals to be designated by the Landlord.  Landlord
may adjust  such  estimates  at any time based upon  Landlord's  experience  and
reasonable  anticipation of costs. Such adjustments shall be effective as of the
next rent payment date after notice  to Tenant. Within sixty (60) days after the
end of each calendar year of the Lease Term,  Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted  accounting  principles
setting forth, in reasonable  detail,  the Common Area costs paid or incurred by
Landlord  during the preceding  calendar year and Tenant's pro rata share.  upon
receipt of such  statement  there shall be an  adjustment  between  Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord  shall  receive the entire  amount of Tenant's  share of such costs and
expenses for such period.

     Section 4.06 Late Charges.  Tenant's failure to pay rent promptly may cause
Landlord  to incur  unanticipated  costs.  The exact  amount  of such  costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting  charges and late charges which may be
imposed on Landlord by any ground lease,  mortgage or trust deed encumbering the
Property.  Therefore,  if Landlord does not receive any rent payment  within ten
(10) days after it

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becomes due, Tenant shall pay Landlord late charge equal to ten percent (10%) of
the overdue amount. The parties agree that such percentage represents a fair and
reasonable estimate of costs Landlord will incur by reason of such late payment.

     Section 4.07.  Interest on past Due Obligations.  Any amount owed by Tenant
to  Landlord  which is not paid  when due  shall  bear  interest  at the rate of
fifteen  percent  (15%) per  annum  from the due date of such  amount.  However,
interest  shall not be payable on late  charges to be paid by Tenant  under this
Lease.  The  payment of  interest  on such  amount  shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate permitted by law, the interest rate is hereby  decreased
to the maximum legal interest rate permitted by law.

     Section  4.08.  Impounds for Insurance  Premiums and Real Estate Taxes.  If
requested by any ground lessor or lender to whom Landlord has granted a security
interest  in the  Property,  or if Tenant is more than ten (10) days late in the
payment of rent more than once in any  consecutive  twelve (12)  -month  period,
Tenant shall pay Landlord a sum equal to  one-twelfth  (1/12) of the annual real
property  taxes and  insurance  premiums  payable by Tenant  under  this  Lease,
together with each payment of Base Rent.  Landlord shall hold such payments in a
non-interest  bearing impound  account.  If unknown,  Landlord shall  reasonably
estimate the amount of real  property  taxes and  insurance  premiums  when due.
Tenant shall pay any deficiency of funds in the impound account to Landlord upon
written  request.  If Tenant  defaults under this Lease,  Landlord may apply any
funds in the impound account to any obligation then due under this Lease.

ARTICLE FIVE:  USE OF PROPERTY

     Section  5.01.  Permitted  Uses.  Tenant may use the Property  only for the
Permitted Uses set forth in Section 1.06 above.

     Section 5.02.  Manner of Use. Tenant shall not cause or permit the Property
to be used in any way which  constitutes a violation of any law,  ordinance,  or
governmental  regulation or order, which annoys or interferes with the rights of
tenants of the Project,  or which constitutes a nuisance or waste.  Tenant shall
obtain and pay for all permits,  including a Certificate of Occupancy,  required
for  Tenant's  occupancy of the  Property  and shall  promptly  take all actions
necessary  to  comply  with  all   applicable   statutes,   ordinances,   rules,
regulations,  orders  and  requirements  regulating  the  use by  Tenant  of the
Property, including the Occupational Safety and Health Act.

     Section  5.03.  Hazardous  Materials.  As  used  in this  Lease,  the  term
"Hazardous  Material"  means  any  flammable  items,   explosives,   radioactive
materials,  hazardous  or  toxic  substances,   material  or  waste  or  related
materials,  including any substances defined as of included in the definition of
"hazardous  substances",  "hazardous  wastes",  "hazardous  materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state or
local  laws  or  regulations,   including  without  limitation   petroleum-based
products,   paints,   solvents,   lead,  cyanide,  DDT,  printing  inks,  acids,
pesticides,  ammonia compounds and other chemical products,  asbestos,  PCBs and
other similar  compounds,  and  including  any different  products and materials
which are  subsequently  found to have adverse effects on the environment or the
health and safety of  persons.  Tenant  shall not cause or permit any  Hazardous
Material to be generated,  produced,  brought  upon,  used,  stored,  treated or
disposed  of  in or  about  the  Property  by  Tenant,  its  agents,  employees,
contractors,  sublessees  or  invitees  without  the prior  written  consent  of
Landlord.  Landlord shall be entitled to take into account such other factors or
facts as Landlord may reasonably determine to be relevant in determining whether
to grant or  withhold  consent to Tenant's  proposed  activity  with  respect to
Hazardous Material. In no event, however,  shall Landlord be required to consent
to the installation or use of any storage tanks on the Property.

     Section 5.04.  Signs and Auctions.  Tenant shall not place any signs on the
Property without  Landlord's prior written consent.  Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

     Section 5.05.  Indemnity.  Tenant shall indemnify Landlord against and hold
Landlord  harmless from any and all costs,  claims or liabilities  arising from:
(a)  Tenant's  use of the  Property;  (b) the  conduct of  Tenant's  business or
anything  else done or permitted by Tenant to be done in or about the  Property,
including any contamination of the Property or any other property resulting from
the presence or use of Hazardous Material caused or permitted by Tenant; (c) any
breach or default in the performance of Tenant's  obligations  under this Lease;
(d) any  misrepresentation  or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant.  Tenant shall defend Landlord against any
such cost,  claim or  liability  at Tenant's  expense  with  counsel  reasonably
acceptable  to Landlord,  or, at  Landlord's  election,  Tenant shall  reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim. As a material part of the consideration to Landlord,  Tenant assumes
all risk of damage to  property  or injury to persons  in or about the  Property
arising from any cause,  and Tenant hereby waives all claims in respect  thereof
against  Landlord,  except  for  any  claim  arising  out  of  Landlord's  gross
negligence  or willful  misconduct.  As used in this Section,  the term "Tenant"
shall  include  Tenant's  employees,   agents,  contractors,  and  invitees,  if
applicable.

     Section  5.06.  Landlord's  Access.  Landlord  or its  agents may enter the
Property  at all  reasonable  times to show the  Property to  potential  buyers,
investors or Landlords or other  parties;  to do any other act or to inspect and
conduct  tests in order  to  monitor  Tenant's  compliance  with all  applicable
environmental  laws and all laws  governing  the  presence  and use of Hazardous
Material; or for any other purpose Landlord deems necessary. Landlord shall give
Tenant prior notice of such entry, except in the case of an emergency,  Landlord
may place customary "For Sale" or "For Lease" signs on the Property.

     Section 5.07. Quiet  Possession.  If Tenant pays the rent and complies with
all other terms of this Lease,  Tenant may occupy and enjoy the Property for the
full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX:  CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

     Section  6.01.  Existing  Conditions.  Tenant  accepts the  Property in its
condition  as of the  execution of the Lease,  subject to all recorded  matters,
laws,  ordinances,  and governmental  regulations and orders. Except as provided
herein,  Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any  representation  as to the condition of the Property or the suitability
of the Property for Tenant's  intended use. Tenant  represents and warrants that
Tenant has made its own inspection of and inquiry regarding the condition of the
Property  and is not  relying on any  representations  of Landlord or any Broker
with respect thereto.  If Landlord or Landlord's  Broker has provided a Property
Information Sheet or other Disclosure  Statement regarding the Property,  a copy
is attached as an exhibit to the Lease.

     Section 6.02.  Exemption of Landlord from Liability.  Landlord shall not be
liable for any damage or injury to the person,  business  (or any loss of income
therefrom)  goods,  wares,  merchandise  or other  property of Tenant,  Tenant's
employees,  invitees,  customers or any other  person in or about the  Property,
whether  such damage or injury is caused by or results  from:  (a) fire,  steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers,  wires, appliances,  plumbing, air conditioning or
lighting  fixtures or any other cause;  (c)  conditions  arising in or about the
Property or

                                        5
                                                             Initials ----------
                                                             -------------------


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upon other portions of the Project, or from other sources or ----------; (d) any
act or omission of any other  Landlord of the Project.  ----------- shall not be
liable for any such damage or injury ----------------  the cause of or the means
of  repairing  such  damage ------------------ not  accessible  to  Tenant.  The
provisions  of this  Section  6.02  shall not,  however,  exempt  Landlord  from
liability for Landlord's gross negligence or willful misconduct.

     Section 6.03. Landlord's Obligations.

     (a) Except as provided in Article Seven (Damage or Destruction) and Article
Eight (Condemnation), Landlord shall keep the following in good order, condition
and repair: the foundations,  exterior walls and roof of the Property (including
painting  the exterior  surface of the  exterior  walls of the Property not more
often than once  every  five (5) years,  if  necessary)  and all  components  of
electrical,  mechanical,  plumbing,  heating  and air  conditioning  systems and
facilities  located in the  Property  which are  concealed  or used in common by
Landlords of the Project.  However,  Landlord shall not be obligated to maintain
or repair windows,  doors,  plate glass or the interior surfaces of the exterior
walls.  Landlord  shall make repairs under this Section 6.03 within a reasonable
time after receipt of a written notice from Tenant of the need for such repairs.

     (b) Tenant shall pay or reimburse  Landlord for all costs  Landlord  incurs
under  Paragraph  6.03(a)  above as Common Area costs as provided for in Section
4.05 of the Lease.  Tenant waives the benefit of any statute in effect now or in
the future  which  might give  Tenant  the right to make  repairs at  Landlord's
expense  or to  terminate  this  Lease  due to  Landlord's  failure  to keep the
Property in good order, condition and repair.

     Section 6.04. Tenant's Obligations.

     (a)  Except  as  provided  in  Section  6.03,   Article  Seven  (Damage  or
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions of
the  Property  (including  structural,  nonstructural,   interior,  systems  and
equipment) in good order,  condition and repair (including  interior  repainting
and  refinishing,  as needed).  If any portion of the  Property or any system or
equipment  in the Property  which Tenant is obligated to repair  cannot be fully
repaired or restored, Tenant shall promptly replace such portion of the Property
or system or equipment  in the  Property,  regardless  of whether the benefit of
such  replacement  extends  beyond the Lease Term;  but if the benefit or useful
life of such  replacement  extends  beyond  the Lease Term (as such terms may be
extended by exercise of any options),  the useful life of such replacement shall
be prorated  over the  remaining  portion of the Lease Term (as  extended),  and
Tenant shall be liable only for that portion of the cost which is  applicable to
the Lease Term (as  extended).  Tenant shall  maintain a preventive  maintenance
contract providing for the regular inspection and maintenance of the heating and
air conditioning  system by a licensed heating and air conditioning  contractor.
Landlord shall have the right,  upon written notice to Tenant,  to undertake the
responsibility  for preventive  maintenance of the heating and air  conditioning
system at Tenant's  expense.  In addition,  Tenant shall,  at Tenant's  expense,
repair any damage to the roof, foundation or structural portions of walls caused
by Tenant's act or  omissions.  It is the intention of Landlord and Tenant that,
at all times  during the Lease Term,  Tenant  shall  maintain the Property in an
attractive, first-class and fully operative condition.

     (b) Tenant shall pay when due all claims for labor and  material  furnished
to the  Property.  Tenant  shall give  Landlord at least twenty (20) days' prior
written notice of the  commencement  of any work on the Property,  regardless of
whether  Landlord's  consent  to such work is  required.  Landlord  may elect to
record and post notices of non-responsibility on the Property.

     Section 6.06.  Condition upon  Termination.  Upon termination of the Lease,
Tenant shall  surrender  the  Property to Landlord,  broom clean and in the same
condition  as received  except for  ordinary  wear and tear which Tenant was not
otherwise obligated to remedy under any provision of this Lease. However, Tenant
shall not be obligated to repair any damage which Landlord is required to repair
under Article Seven (Damage or Destruction).  In addition,  Landlord may require
Tenant to remove any alterations, additions or improvements (whether or not made
with Landlord's consent) prior to the expiration of the Lease and to restore the
Property to its prior  condition,  all at  Tenant's  expense.  All  alterations,
additions  and  improvements  which  Landlord has not required  Tenant to remove
shall become  Landlord's  property and shall be surrendered to Landlord upon the
expiration or earlier  termination  of the Lease,  except that Tenant may remove
any of Tenant's  machinery or equipment  which can be removed  without  material
damage to the Property.  Tenant shall repair, at Tenant's expense, any damage to
the Property  caused by the removal of any such  machinery or  equipment.  In no
event, however,  shall Tenant remove any of the following materials or equipment
(which shall be deemed  Landlord's  property)  without  Landlord's prior written
consent: any power wiring or power panels;  lighting or lighting fixtures;  wall
coverings;  drapes,  blinds or other  window  coverings;  carpets or other floor
coverings;  heaters,  air  conditioners or any other heating or air conditioning
equipment;  fencing or  security  gates;  or other  similar  building  operating
equipment and decorations.

ARTICLE SEVEN:  DAMAGE OR DESTRUCTION

     Section 7.01. Partial Damage to Property.

     (a) Tenant shall notify Landlord in writing immediately upon the occurrence
of any damage to the Property.  If the Property is only partially damages (i.e.,
less than fifty  percent  (50%) of the Property is  untenantable  as a result of
such  damage  or less  than  fifty  percent  (50%) of  Tenant's  operations  are
materially impaired) and if the proceeds received by Landlord from the insurance
policies  described in Paragraph 4.04(b) are sufficient to pay for the necessary
repairs,  this Lease shall remain in effect and Landlord shall repair the damage
as soon as  reasonably  possible.  Landlord  may elect (but is not  required) to
repair any damage to Tenant's  fixtures,  equipment,  or improvements. 

                                        6
                                                             Initials ----------
                                                             -------------------

<PAGE>


         (b)  ----------- proceeds  received by Landlord are not ----------- pay
the  entire  cost of  repair or if the cause of the  damage  is  covered  by the
insurance policies which Landlord ---------- under Paragraph  4.04(b),  Landlord
may elect  either to (i) repair the damage as soon as  reasonably  possible,  in
which case this Lease shall remain in full force and effect,  or (ii)  terminate
this Lease as of the date the damage  occurred.  Landlord  shall  notify  Tenant
within thirty (30) days after receipt of notice of the  occurrence of the damage
whether Landlord elects to repair the damage or terminate the Lease. If Landlord
elects to repair the damage,  Tenant shall pay Landlord the "deductible  amount"
(if any) under  Landlord's  insurance  policies and, if the damage was due to an
act or  omission  of Tenant,  or  Tenant's  employees,  agents,  contractors  or
invitees,  the  difference  between the actual cost of repair and any  insurance
proceeds received by Landlord. If Landlord elects to terminate the Lease, Tenant
may elect to continue this Lease in full force and effect,  in which case Tenant
shall  repair any damage to the  Property and any building in which the Property
is  located.  Tenant  shall  pay the  cost of such  repairs,  except  that  upon
satisfactory  completion of such repairs,  Landlord  shall deliver to Tenant any
such insurance  proceeds received by Landlord for the damage repaired by Tenant.
Tenant shall give Landlord  written notice of such election within ten (10) days
after receiving Landlord's termination notice.

     (c) If the damage to the property  occurs during the last six (6) months of
the Lease  Term and such  damage  will  require  more than  thirty  (30) days to
repair,  either  Landlord or Tenant may elect to terminate  this Lease as of the
date  the  damage  occurred,  regardless  of the  sufficiency  of any  insurance
proceeds.  The party  electing  to  terminate  this  Lease  shall  give  written
notification  to the other party of such election  within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the Damage.

     Section  7.02.  Substantial  or  Total  Destruction.  If  the  Property  is
substantially or totally  destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section  7.01),  and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction,  Landlord  may elect to rebuild  the  Property  at  Landlord's  own
expense,  in which  case  this  Lease  shall  remain in full  force and  effect.
Landlord  shall notify  Tenant of such  election  within  thirty (30) days after
Tenant's  notice  of the  occurrence  of total or  substantial  destruction.  If
Landlord so elects,  Landlord  shall  rebuild the  Property at  Landlord's  sole
expense,  except  that if the  destruction  was caused by an act or  omission of
Tenant,  Tenant  shall pay Landlord  the  difference  between the actual cost of
rebuilding and any insurance proceeds received by Landlord.

     Section 7.03.  Temporary Reduction of Rent. If the Property is destroyed or
damaged and Landlord or Tenant repairs or restores the Property  pursuant to the
provisions  of this Article  Seven,  any rent payable  during the period of such
damage,  repair and/or  restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired.  However,  the reduction
shall not exceed the sum of one year's payment of Base Rent,  insurance premiums
and real  property  taxes.  Except  for such  possible  reduction  in Base Rent,
insurance premiums and real property taxes,  Tenant shall not be entitled to any
compensation,  reduction,  or  reimbursement  from  Landlord  as a result of any
damage, destruction, repair, or restoration of or to the Property.

     Section 7.04. Waiver.  Tenant waives the protection of any statute, code or
judicial  decision  which  grants a Tenant the right to terminate a lease in the
event of the  substantial or total  destruction of the leased  property.  Tenant
agrees that the  provisions  of Section  7.02 above shall  govern the rights and
obligations  of  Landlord  and Tenant in the event of any  substantial  or total
destruction to the Property.

ARTICLE EIGHT:  CONDEMNATION

     If all or any  portion of the  Property is taken under the power of eminent
domain  or sold  under  the  threat  of that  power  (all of  which  are  called
"Condemnation"),  this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property  is  located,  or which is located on the  Property,  is taken,  either
Landlord  or  Tenant  may  terminate  this  Lease as of the date the  condemning
authority takes title or possession,  by delivering  written notice to the other
within ten (10) days after  receipt of written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
takes title or  possession).  If neither  Landlord  nor Tenant  terminates  this
Lease,  this Lease shall  remain in effect as to the portion of the Property not
taken,  except  that the Base  Rent and  Additional  Rent  shall be  reduced  in
proportion to the reduction in the floor area of the Property.  Any Condemnation
award or payment shall be distributed in the following  order: (a) first, to any
ground lessor,  mortgagee or beneficiary  under a deed of trust  encumbering the
Property,  the amount of its interest in the  Property;  (b) second,  to Tenant,
only the amount of any award  specifically  designated  for loss of or damage to
Tenant's  trade  fixtures or  removable  personal  property;  and (c) third,  to
Landlord,  the remainder of such award, whether as compensation for reduction in
the value of the leasehold,  the taking of the fee, or otherwise.  If this Lease
is not  terminated,  Landlord shall repair any damage to the Property  caused by
the  Condemnation,  except that  Landlord  shall not be  obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority.  If the
severance  damages  received  by  Landlord  are not  sufficient  to pay for such
repair,  Landlord  shall have the right to either  terminate  this Lease or make
such repair at Landlord's expense.

ARTICLE NINE:  ASSIGNMENT AND SUBLETTING

     Section 9.01. Landlord's Consent Required. No portion of the Property or of
Tenant's  interest in this Lease may be acquired by any other  person or entity,
whether by sale, assignment,  mortgage, sublease, transfer, operation of law, or
act of Tenant,  without Landlord's prior written consent,  except as provided in
Section  9.02 below.  Landlord has the right to grant or withhold its consent as
provided in Section 9.05 below. Any attempted  transfer without consent shall be
void and shall  constitute a  non-curable  breach of this Lease.  If Tenant is a
partnership,  any  cumulative  transfer of more than twenty percent (20%) of the
partnership   interests  shall  require  Landlord's  consent.  If  Tenant  is  a
corporation, any change in the ownership of a controlling interest of the voting
stock of the corporation shall require Landlord's consent.

     Section 9.02.  Tenant  Affiliate.  Tenant may assign this Lease or sublease
the Property,  without Landlord's consent, to any corporation which controls, is
controlled  by or is under common  control with  Tenant,  or to any  corporation
resulting from the merger or consolidation  with Tenant ("Tenant's  Affiliate").
In such case,  any  Tenant's  Affiliate  shall assume in writing all of Tenant's
obligations under this Lease.

     Section 9.03. No Release of Tenant.  No transfer  permitted by this Article
Nine, whether with or without Landlord's consent, shall release Tenant or change
Tenant's primary  liability to pay the rent and to perform all other obligations
of Tenant under this Lease.  Landlord's acceptance of rent from any other person
is not a waiver of any provision of this Article  Nine.  Consent to one transfer
is not a consent to any subsequent  transfer.  If Tenant's  transferee  defaults
under this Lease,  Landlord may proceed directly against Tenant without pursuing
remedies against the Transferee.  Landlord may consent to subsequent assignments

                                        7
                                                             Initials ----------
                                                             -------------------

<PAGE>


or modify ------------ this  Lease by  Tenant's  transferee,  without  notifying
---------- or obtaining the consent. Such action shall not relieve -------------
under this Lease.

     Section 9.04. Offer to Terminate.  If Tenant desires to assign the Lease or
sublease  the  Property,  Tenant shall have the right to offer,  in writing,  to
terminate the Lease as of the date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer,  the Lease shall terminate as of the date specified and all terms and
provisions of the Lease governing  termination shall apply. If Landlord does not
so elect, the Lease shall continue in effect until otherwise  terminated and the
provisions of Section 9.05 with respect to any proposed  transfer shall continue
to apply.

     Section 9.05. Landlord's Consent.

     (a) Tenant's request for consent to any transfer  described in Section 9.01
shall set forth in writing the details of the proposed  transfer,  including the
name, business and financial condition of the prospective transferee,  financial
details of the proposed  transfer  (e.g.,  the term of and the rent and security
deposit  payable  under any  proposed  assignment  or  sublease),  and any other
information  Landlord deems relevant.  Landlord shall have the right to withhold
consent, if reasonable, or to grant consent, based on the following factors: (i)
the business of the proposed  assignee or subTenant  and the proposed use of the
Property;  (ii) the net worth and financial  reputation of the proposed assignee
or subTenant;  (iii) Tenant's  compliance with all of its obligations  under the
Lease; and (iv) such other factors as Landlord may reasonably deem relevant.  If
Landlord objects to a proposed assignment solely because of the net worth and/or
financial  reputation of the proposed assignee,  Tenant may nonetheless sublease
(but not assign),  all or a portion of the Property to the proposed  transferee,
but only in the other terms of the proposed transfer.

     (b) If Tenant assigns or subleases, the following shall apply:

          (i) Tenant  shall pay to Landlord as  Additional  Rent under the Lease
     the Landlord's Share (stated in Section 1.14) of the Profit (defined below)
     on such  transaction as and when received by Tenant,  unless Landlord gives
     written   notification  to  Tenant  and  the  assignee  or  subTenant  that
     Landlord's  Share shall be paid by the  assignee or  subTenant  to Landlord
     directly.  The  "Profit"  means (A) all  amounts  paid to  Tenant  for such
     assignment or sublease,  including  "key" money,  monthly rent in excess of
     the  monthly  rent  payable  under  the  Lease,  and  all  fees  and  other
     consideration paid for the assignment or sublease, including fees under any
     collateral  agreements,  less (B) costs and expenses  directly  incurred by
     Tenant in connection  with the execution and performance of such assignment
     or sublease for real estate broker's commissions and costs of renovation or
     construction  of Tenant  improvements  required  under such  assignment  or
     sublease.  Tenant is entitled  to recover  such costs and  expenses  before
     Tenant is obligated to pay the Landlord's Share to Landlord.  The Profit in
     the case of a sublease of less than all the Property is the rent  allocable
     to the subleased space as a percentage on a square footage basis.

          (ii) Tenant shall provide Landlord a written statement  certifying all
     amounts to be paid from any  assignment or sublease of the Property  within
     thirty  (30) days  after  the  transaction  documentation  is  signed,  and
     Landlord  may inspect  Tenant's  book and records to verify the accuracy of
     such  statement.  On written  request,  Tenant  shall  promptly  furnish to
     Landlord copies of all the transaction documentation, all of which shall be
     certified by Tenant to be complete, true and correct. Landlord's receipt of
     Landlord's  Share  shall  not be a consent  to any  further  assignment  or
     subletting.  The breach of Tenant's obligation under this Paragraph 9.05(b)
     shall be a material default of the Lease.

     Section 9.06. No Merger.  No merger shall result from Tenant's  sublease of
the Property  under this Article Nine,  Tenant's  surrender of this Lease or the
termination of this Lease in any other manner.  In any such event,  Landlord may
terminate  any or all  subtenancies  or  succeed  to the  interest  of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN:  DEFAULTS; REMEDIES

     Section 10.01.  Covenants and Conditions.  Tenant's  performance of each of
Tenant's  obligations  under this Lease is a  condition  as well as a  covenant.
Tenant's  right to continue in  possession of the Property is  conditioned  upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

     Section  10.02.  Defaults.  Tenant shall be in material  default under this
Lease: 

     (a) If Tenant abandons the Property or if Tenant's vacation of the Property
results in the cancellation of any insurance described in Section 4.04;

     (b) If Tenant fails to pay rent or any other charge when due;

     (c) If Tenant  fails to perform  any of Tenant's  non-monetary  obligations
under this  Lease for a period of thirty  (30) days after  written  notice  from
Landlord;  provided  that if more than thirty (30) days are required to complete
such  performance,  Tenant  shall not be in  default  if Tenant  commences  such
performance within the thirty (30) -day period and thereafter diligently pursues
its completion.  However,  Landlord shall not be required to give such notice if
Tenant's failure to perform  constitutes a non-curable breach of this Lease. The
notice  required  by this  Paragraph  is  intended to satisfy any and all notice
requirements  imposed  by law on  Landlord  and is not in  addition  to any such
requirement.

     (d) (i) If Tenant makes a general assignment or general arrangement for the
benefit of creditors;  (ii) if a petition for  adjudication of bankruptcy or for
reorganization  or  rearrangement  is  filed  by or  against  Tenant  and is not
dismissed  within thirty (30) days;  (iii) if a trustee or receiver is appointed
to take  possession  of  substantially  all of  Tenant's  assets  located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant  within  thirty (30) days; or (iv) if  substantially  of Tenant's  assets
located at the  Property or of Tenant's  interest in this Lease is  subjected to
attachment,  execution or other judicial seizure which is not discharged  within
thirty (30) days. If a court of competent  jurisdiction  determines  that any of
the acts described in this  subparagraph  (d) is not a default under this Lease,
and a trustee is appointed to take  possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers  Tenant's  interest  hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.

     (e) If any  guarantor  of the Lease  revokes or  otherwise  terminates,  or
purports to revoke or otherwise terminate, any guaranty of all or any portion of
Tenant's  obligations under the Lease. Unless otherwise  expressly provided,  no
guaranty of the Lease is revocable.

     Section  10.03.  Remedies.  On the  occurrence  of any material  default by
Tenant,  Landlord may, at any time thereafter,  with or without notice or demand
and  without  limiting  Landlord in the  exercise  of any right or remedy  which
Landlord may have:

     (a)  Terminate  Tenant's  right to possession of the Property by any lawful
means,  in which case this Lease shall  terminate  and Tenant shall  immediately
surrender possession of the Property to Landlord.  In such event, Landlord shall
be entitled to recover

                                        8
                                                             Initials ----------
                                                             -------------------

<PAGE>


from ------------- all  damages  incurred  by  Landlord  by reason  of --------,
including  ------------- worth  at the  time of the  award  of the ------- Rent,
Additional  Rent and other charges which ------------- earned at the time of the
termination;  (ii) the worth at the time of the award of the amount by which the
unpaid Base Rent,  Additional  Rent and other charges which  Landlord would have
earned after  termination until the time of the award exceeds the amount of such
rental loss that Tenant provides Landlord could have reasonably  avoided;  (iii)
the worth at the time of the award of the amount by which the unpaid  Base Rent,
Additional  Rent and other  charges which Tenant would have paid for the balance
of the Lease Term after the time of award exceeds the amount of such rental loss
that Tenant provides Landlord could have reasonably avoided;  and (iv) any other
amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant's  failure to perform its obligation  sunder the Lease or which in the
ordinary course of things would be likely to result  therefrom,  including,  but
not  limited  to,  any costs and  expenses  Landlord  incurs in  maintaining  or
preserving the Property after such default, the cost of recovering possession of
the  Property,   expenses  of  reletting,   including  necessary  renovation  or
alteration of the Property,  Landlord's  reasonable  attorneys' fees incurred in
connection therewith, and any real estate commission paid or payable. As used in
subparts (i) and (ii) above, the "worth at the time of the award" is computed by
allowing  interest on unpaid  amounts at the rate of fifteen  percent  (15%) per
annum,  or such lesser amount as may then be the maximum lawful rate. As used in
subpart  (iii)  above,  the  "worth  at the time of the  award" is  computed  by
discounting  such amount at the discount rate of the Federal Reserve Bank of San
Francisco  at the time of the  award,  plus one  percent  (1%).  If  Tenant  has
abandoned  the  Property,  Landlord  shall  have  the  option  of  (i)  retaking
possession of the Property and  recovering  from Tenant the amount  specified in
this Paragraph 10.03(a), or (ii) proceeding under Paragraph 10.03(b);

     (b) Maintain  Tenant's right to possession.  In which case this Lease shall
continue in effect  whether or not Tenant has abandoned  the  Property.  In such
event,  Landlord  shall be  entitled  to enforce  all of  Landlord's  rights and
remedies under this Lease, including the right to recover the rent as it becomes
due;

     (c) Pursue any other  remedy now or hereafter  available to Landlord  under
the laws or judicial decisions of the state in which the Property is located.

     Section  10.04.  Repayment  of "Free"  Rent.  If this Lease  provides for a
postponement  of any monthly rental  payments,  a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent."
Tenant  shall  be  credited  with  having  paid  all of the  Abated  Rent on the
expiration  of the  Lease  Term  only  if  Tenant  has  fully,  faithfully,  and
punctually  performed  all of  Tenant's  obligations  hereunder,  including  the
payment  of all rent  (other  than  the  Abated  Rent)  and all  other  monetary
obligations and the surrender of the Property in the physical condition required
by this  Lease.  Tenant  acknowledges  that its right to receive  credit for the
Abated Rent is absolutely  conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does not
cure within any  applicable  grace  period,  the Abated  Rent shall  immediately
become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession.  In such case Abated Rent shall
be calculated based on the full initial rent payable under this Lease.

     Section 10.05.  Automatic  Termination.  Notwithstanding  any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act  which  affirms  the  Landlord's  intention  to  terminate  the Lease as
provided in Section 10.03 hereof,  including the filing of an unlawful  detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including  reasonable  attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease; the
obtaining of relief from any stay in bankruptcy  restraining any action to evict
Tenant;  or the  pursuing  of any action  with  respect to  Landlord's  right to
possession of the Property.  All such damages suffered (apart from Base Rent and
other rent payable  hereunder) shall constitute  pecuniary damages which must be
reimbursed  to  Landlord  prior to  assumption  of the  Lease by  Tenant  or any
successor to Tenant in any bankruptcy or other proceeding.

     Section 10.06.  Cumulative  Remedies.  Landlord's  exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN:  PROTECTION OF LENDERS

     Section 11.01. Subordination.  Landlord shall have the right to subordinate
this  Lease on any  ground  lease,  deed of trust or  mortgage  encumbering  the
Property,   any  advances  made  on  the  security  thereof  and  any  renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or  recorded.  Tenant  shall  cooperate  with  Landlord  and any lender which is
acquiring a security interest in the Property or the Lease. Tenant shall execute
such further documents and assurances as such lender may require,  provided that
Tenant's  obligation under this Lease shall not be increased in any material way
(the performance of ministerial acts shall not be deemed  material),  and Tenant
shall not be deprived of its rights  under this Lease.  Tenant's  right to quiet
possession  of the  Property  during the Lease Term  shall not be  disturbed  if
Tenant pays the rent and  performs all of Tenant's  obligation  under this Lease
and is not otherwise in default. If any ground lessor,  beneficiary or mortgagee
elects to have this Lease prior to the lien of its ground  lease,  deed of trust
or mortgage  and gives  written  notice  thereof to Tenant,  this Lease shall be
deemed prior to such ground lease,  deed of trust or mortgage whether this Lease
is dated prior or subsequent to the date of said ground lease,  deed of trust or
mortgage or the date of recording thereof.

     Section  11.02.  Attornment.  If  Landlord's  interest  in the  Property is
acquired by any ground lessor,  beneficiary under a deed of trust, mortgagee, or
purchaser at a  foreclosure  sale,  Tenant shall attorn to the  transferee of or
successor to Landlord's  interest in the Property and recognize such  transferee
or success as Landlord  under this Lease.  Tenant  waives the  protection of any
statute  or rule of law which  gives or  purports  to give  Tenant  any right to
terminate  this Lease or surrender  possession of the Property upon the transfer
of Landlord's interest.

     Section  11.03.  Signing of  Documents.  Tenant  shall sign and deliver any
Instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. If Tenant fails to do so within ten (10)
days after written  request,  Tenant hereby makes,  constitutes  and irrevocably
appoints   Landlord,   or  any   transferee   or  successor  of  Landlord,   the
attorney-in-fact  of  Tenant to  execute  and  deliver  any such  instrument  or
document.

     Section 11.04. Estoppel Certificates.

     (a) Upon Landlord's written request, Tenant shall execute,  acknowledge and
deliver to Landlord a written statement  certifying:  (i) that none of the terms
or  provisions  of this Lease have been  changed (or if they have been  changed,
stating how they have been changed);  (ii) that this Lease has not been canceled
or terminated; (iii) the last date of payment of the Base Rent and other charges
and the time  period  covered  by such  payment;  (iv) that  Landlord  is not in
default under this Lease (or, if

                                        9
                                                             Initials ----------
                                                             -------------------

<PAGE>


Landlord  is  claimed  to  be  default,   stating  why);   and  (v) ------------
representations  or information  with respect to Tenant or ------------ Landlord
may  reasonably  request or which ---------- purchaser  or  encumbrancer  of the
Property may -------- shall deliver such  statement to Landlord  within ten (10)
days after Landlord's request. Landlord may give any such statement by Tenant to
any such prospective  purchaser or encumbrancer of the Property.  Such purchaser
or encumbrancer may rely conclusively upon such statement as true and correct.

     (b) If Tenant does not deliver such  statement to Landlord  within such ten
(10) -day period,  Landlord, and any perspective purchaser or encumbrancer,  may
conclusively  presume and rely upon the following  facts: (i) that the terms and
provisions of this Lease have not been changed  except as otherwise  represented
by Landlord;  (ii) that this Lease has not been canceled or terminated except as
otherwise  represented  by  Landlord;  (iii) that not more than one month's Base
Rent or other  charges have been paid in advance;  and (iv) that Landlord is not
in default under the Lease. In such event, Tenant shall be estopped from denying
the truth of such facts.

     Section 11.05.  Tenant's  Financial  Condition.  Within ten (10) days after
written  request from Landlord,  Tenant shall deliver to Landlord such financial
statements as Landlord  reasonably requires to verify the net worth of Tenant or
any  assignee,  subTenant,  or  guarantor of Tenant.  In addition,  Tenant shall
deliver to any lender designated by Landlord any financial  statements  required
by such lender to  facilitate  the  financing or  refinancing  of the  Property.
Tenant represents and warrants to Landlord that each such financial statement is
a true and accurate  statement as of the date of such  statement.  All financial
statements  shall be  confidential  and shall be used only for the  purposes set
forth in this Lease.

ARTICLE TWELVE:  LEGAL COSTS

     Section 12.01. Legal Proceedings. If Tenant and Landlord shall be in breach
or default under this Lease, such party (the "Defaulting Party") shall reimburse
the other party (the "Nondefaulting Party") upon demand of any costs or expenses
that the Nondefaulting  Party incurs in connection with any breach or default of
the  Defaulting  Party under this  Lease,  whether or not suit is  commenced  or
judgment entered. Such costs shall include legal fees and costs incurred for the
negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if
any  action  for  breach  of or to  enforce  the  provisions  of this  Lease  is
commenced,  the court in such  action  shall award to the party in whose favor a
judgment is entered,  a reasonable sum as attorneys' fees and costs.  The losing
party in such action shall pay such attorneys' fees and costs. Tenant shall also
indemnify Landlord against and hold Landlord harmless from all costs,  expenses,
demands and liability  Landlord may incur if Landlord becomes or is made a party
to any claim or action (a) instituted by Tenant  against any third party,  or by
any third party against Tenant, or by or against any person holding any interest
under or using the  Property by license of or  agreement  with  Tenant;  (b) for
foreclosure of any lien for labor or material furnished to or for Tenant or such
other  person;  (c)  otherwise  arising  out of or  resulting  from  any  act or
transaction  of  Tenant  or such  other  person;  or (d)  necessary  to  protect
Landlord's  interest  under  this  Lease in a  bankruptcy  proceeding,  or other
proceeding  under title 11 of the United States Code,  as amended.  Tenant shall
defend  Landlord  against  any such  claim or action at  Tenant's  expense  with
counsel  reasonably  acceptable to Landlord or, at Landlord's  election,  Tenant
shall reimburse Landlord for any legal fees or costs Landlord incurs in any such
claim or action.

     Section 12.02.  Landlord's Consent.  Tenant shall pay Landlord's reasonable
attorneys'  fees incurred in connection  with  Tenant's  request for  Landlord's
consent under Article Nine  (Assignment and  Subletting),  or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN:  MISCELLANEOUS PROVISIONS

     Section 13.01.  Non-Discrimination.  Tenant promises, and it is a condition
to the continuance of this Lease, that there will be no discrimination  against,
or segregation  of, any person or group of persons on the basis of race,  color,
sex,   creed,   national   origin  or  ancestry  in  the  leasing,   subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof.

     Section 13.02. Landlord's Liability; Certain Duties.

     (a) As used in this Lease, the term "Landlord" means only the current owner
or owners of the fee title to the  Property or Project or the  leasehold  estate
under a ground lease of the  Property or Project at the time in  question.  Each
Landlord is obligated to perform the  obligations  of Landlord  under this Lease
only during the time such Landlord owns such interest or title. Any Landlord who
transfers its title or interest is relieved of all liability with respect to the
obligations of Landlord under this Lease to be performed on or after the date of
transfer.  However, each Landlord shall deliver to its transferee all funds that
Tenant  previously  paid if such funds have not yet been applied under the terms
of this Lease.

     (b) Tenant shall give written  notice of any failure by Landlord to perform
any of its  obligation  sunder this Lease to Landlord and to any ground  lessor,
mortgagee or beneficiary  under any deed of trust encumbering the Property whose
name and address have been furnished to Tenant in writing. Landlord shall not be
in default under this Lease unless Landlord (or such ground lessor, mortgagee or
beneficiary) fails to cure such non-performance within thirty (30) days to cure,
Landlord  shall not be in default if such cure is  commenced  within such thirty
(30) -day period and thereafter diligently pursued to completion.

     (c)  Notwithstanding  any term or  provision  herein to the  contrary,  the
liability of Landlord for the  performance of its duties and  obligation  sunder
this Lease is limited to  Landlord's  interest in the  Property and the Project,
and neither  the  Landlord  nor its  partners,  shareholders,  officers or other
principals shall have any personal liability under this Lease.

     Section  13.03.  Severability.  A  determination  by a court  of  competent
jurisdiction  that any provision of this Lease or any part thereof is illegal or
unenforceable  shall not cancel or invalidate the remainder of such provision of
this Lease, which shall remain in full force and effect.

     Section 13.04. Interpretation.  The captions of the Articles or Sections of
this Lease are to assist the Parties in reading this Lease and are not a part of
the terms or provisions of this Lease.  Whenever required by the context of this
Lease,  the singular  shall  include the plural and the plural shall include the
singular.  The  masculine,  feminine and neuter  genders  shall each include the
other.  In any provision  relating to the conduct,  acts or omissions of Tenant,
the  term  "Tenant"  shall  include  Tenant's  agents,  employees,  contractors,
invitees,  successors or others using the Property  with  Tenant's  expressed or
implied permission.

     Section 13.05. Incorporation of Prior Agreements; Modifications. This Lease
is the  only  agreement  between  the  parties  pertaining  to the  Lease of the
Property and no other  agreements  are  effective.  All amendments to this Lease
shall be in writing and signed by all  parties.  Any other  attempted  amendment
shall be void.

     Section 13.06.  Notices. All notices required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by certified mail,
return receipt requested,  postage prepaid. Notices to Tenant shall be delivered
to the address

                                        10
                                                             Initials ----------
                                                             -------------------

<PAGE>


specified  in Section  1.03 above,  except  thereupon  Tenant's --------- of the
Property,  the  Property  shall be  Tenant's  ------------ purposes.  Notices to
Landlord shall be -------- address  specified in Section 1.02 above. All notices
shall be effective  upon  delivery.  Either party may change its notice  address
upon written notice to the other party.

     Section  13.07.  Waivers.  All waivers must be in writing and signed by the
waiving party.  Landlord's failure to enforce any provision of this Lease or its
acceptance  of rent shall not be a waiver and shall not  prevent  Landlord  from
enforcing that provision or any other provision of this Lease in the future.  No
statement on a payment check from Tenant or in a letter  accompanying  a payment
check shall be binding on  Landlord.  Landlord  may,  with or without  notice to
Tenant,  negotiate  such check  without  being bound to the  conditions  of such
statement.

     Section 13.08. No  Recordation.  Tenant shall not record this Lease without
prior written  consent from  Landlord.  However,  either  Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties be
recorded.  The party  requiring such recording  shall pay all transfer taxes and
recording fees.

     Section 13.09.  Binding  Effect;  Choice of Law. This Lease binds any party
who  legally  acquires  any rights or  interest  in this Lease from  Landlord or
Tenant. However,  Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's  successor are acquired in  accordance  with
the terms of this Lease.  The laws of the state in which the Property is located
shall govern this Lease.

     Section 13.10. Corporate Authority;  Partnership Authority.  If Tenant is a
corporation,  each person signing this Lease on behalf of Tenant  represents and
warrants  that he has full  authority  to do so and that  this  Lease  binds the
corporation.  Within  thirty (30) days after this Lease is signed,  Tenant shall
deliver to  Landlord a  certified  copy of a  resolution  of  Tenant's  Board of
Directors  authorizing  the  execution  of this Lease or other  evidence of such
authority reasonably  acceptable to Landlord.  If Tenant is a partnership,  each
person or entity  signing this Lease for Tenant  represents and warrants that he
or it is a general partner of the partnership,  that he or it has full authority
to sign for the  partnership  and that this Lease binds the  partnership and all
general  partners  of the  partnership.  Tenant  shall  give  written  notice to
Landlord of any general  partner's  withdrawal  or addition.  Within thirty (30)
days  after this Lease is signed,  Tenant  shall  deliver to  Landlord a copy of
Tenant's   recorded   statement  of   partnership   or  certificate  of  limited
partnership.

     Section 13.11. Joint and Several Liability.  All parties signing this Lease
as Tenant shall be jointly and severally liable for all obligations of Tenant.

     Section  13.12.  Force  Majeure.  If  Landlord  cannot  perform  any of its
obligations  due to events  beyond  Landlord's  control,  the time  provided for
performing such  obligations  shall be extended by a period of time equal to the
duration of such events.  Events beyond Landlord's control include,  but are not
limited to, acts of God, war, civil commotion,  labor disputes,  strikes,  fire,
flood, or other casualty, shortages of labor or material,  government regulation
or restriction and weather conditions.

     Section  13.13.   Execution  of  Lease.  This  Lease  may  be  executed  in
counterparts and, when all counterpart documents are executed,  the counterparts
shall constitute a single binding instrument.  Landlord's delivery of this Lease
to Tenant  shall not be deemed to be an offer to lease and shall not be  binding
upon either party until executed and delivered by both parties.

     Section 13.14. Survival. All representations and warranties of Landlord and
Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN:  BROKERS

     Section 14.01.  Broker's Fee. When this Lease is signed by and delivered to
both  Landlord  and  Tenant,  Landlord  shall pay a real  estate  commission  to
Landlord's  Broker  named in Section  1.08  above,  if any,  as  provided in the
written agreement  between Landlord and Landlord's  Broker, or the sum stated in
Section 1.09 above for  services  rendered to Landlord by  Landlord's  Broker in
this  transaction.  Landlord shall pay Landlord's  Broker a commission if Tenant
exercises  any option to extend the Lease  Term or to buy the  Property,  or any
similar option or right which Landlord may grant to Tenant, if Landlord's Broker
is the procuring cause of any other lease or sale entered into between  Landlord
and Tenant covering the Property.  Such commission shall be the amount set forth
in Landlord's Broker's commission schedule in effect as of the execution of this
Lease.  If a Tenant's Broker is named in Section 1.06 above,  Landlord's  Broker
shall  pay an  appropriate  portion  of its  commission  Tenant's  Broker  if so
provided in any agreement between Landlord's Broker and Tenant's Broker. Nothing
contained  in this  Lease  shall  impose any  obligation  on  Landlord  to pay a
commission or fee to any party other than Landlord's Broker.

     Section 14.02.  Protection of Brokers.  If Landlord sells the Property,  or
assigns  Landlord's  interest in this Lease,  the buyer or  assignee  shall,  by
accepting  such  conveyance  of the  property  or  assignment  of the Lease,  be
conclusively  deemed to have agreed to make all  payments to  Landlord's  Broker
thereafter  required of Landlord under this Article Fourteen.  Landlord's Broker
shall have the right to bring a legal action to enforce or declare  rights under
this  provision.  The  prevailing  party in such  action  shall be  entitled  to
reasonable  attorneys' fees to be paid by the losing party. Such attorneys' fees
shall be fixed by the court in such  action.  This  Paragraph is included in his
Lease for the benefit of Landlord's Broker.

     Section 14.03.  Agency  Disclosure;  No Other Brokers.  Landlord and Tenant
each  warrant  that they have  dealt  with no other  real  estate  broker(s)  in
connection with this transaction  except: CB Richard Ellis, Inc., who represents
Landlord, and CB Richard Ellis, Inc., who represents Tenant.

     In the event that CB Richard  Ellis,  Inc.  represents  both  Landlord  and
Tenant,  Landlord and Tenant hereby confirm that they were timely advised of the
dual  representation  and that they  consent  to the same,  and that they do not
expect said broker to disclose to either of them the confidential information of
the other party.

ARTICLE FIFTEEN:  COMPLIANCE

     The parties hereto agree to comply with all applicable  federal,  state and
local laws,  regulations,  codes,  ordinances and  administrative  orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including,  but not  limited  to, the 1964 Civil  Rights Act and all  amendments
thereto,  the Foreign  Investment  in Real  Property Tax Act, the  Comprehensive
Environmental  Response  Compensation  and Liability Act, and The Americans With
Disabilities Act.

                                        11
                                                             Initials ----------
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<PAGE>


     ADDITIONAL  PROVISIONS  MAY BE SET FORTH IN A  __________  RIDERS  ATTACHED
HERETO OR IN THE BLANK SPACE _____.  IF NO ADDITIONAL  PROVISIONS  ARE INCLUDED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.






                                        12
                                                             Initials ----------
                                                             -------------------

<PAGE>


     Landlord  and  Tenant  have  signed  this  Lease at the place and the dates
specified adjacent to their signatures below and have _________ Riders which are
attached to or incorporated by _____ in this Lease.

                                        "LANDLORD"
         
Signed on July 20, 1997                 CALIFORNIA AVE. ASSOCIATES, LLC
at -------------------  
                                        By:  [Illegible]
                                            ------------------------------------
                                        Its: Managing Partner
                                       

                                        "TENANT"

Signed on July 20, 1997                 ORIGIN BOOK SALES, INC.
at -------------------  
                                        By:  [Illegible]
                                            ------------------------------------
                                        Its: President



     IN ANY REAL ESTATE TRANSACTIONS,  IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSION, SUCH AS A CIVIL ENGINEER,  INDUSTRIAL HYGIENIST OR OTHER PERSON WITH
EXPERIENCE IN EVALUATING  THE CONDITION OF THE PROPERTY,  INCLUDING THE POSSIBLE
PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE TANKS.

     THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL  COUNSEL AT THE DIRECTION
OF THE  SOUTHERN  CALIFORNIA  CHAPTER OF THE  SOCIETY OF  INDUSTRIAL  AND OFFICE
REALTORS,  INC. NO  REPRESENTATION  OR  RECOMMENDATION  IS MADE BY THE  SOUTHERN
CALIFORNIA CHAPTER OF SOCIETY OF INDUSTRIAL AND OFFICE REALTORS, INC., ITS LEGAL
COUNSEL.  THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES AGENTS, AS TO
THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR OF THIS
TRANSACTION.  LANDLORD AND Tenant  SHOULD RETAIN LEGAL COUNSEL TO ADVISE THEM ON
SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL COUNSEL.


                                       13

                                                             Initials ----------
                                                             -------------------
<PAGE>

                                   EXHIBIT "A"


Attached to and made part of that Lease bearing the Lease Reference Date of July
16, 1998 between California Avenue Associates,  LLC, as Landlord and Origin Book
Sales, Inc. as Tenant.

                               Premises Site Plan

Exhibit A is intended only to show the general  layout of the property as of the
beginning of the Term of this Lease.

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                                   EXHIBIT __

Attached ___ ____ made part of that Lease bearing the lease  Refer______  ______
of October 2, 1997 between  California  Associates,  LLC, as Landlord and Origin
Book Sales, Inc., as Tenant.

Sign Specifications

General Notes

1.   The purpose of these  criteria is to  establish a unified  sign program and
     the standards necessary to insure coordinated proportional exposure for all
     Tenants. Conformance shall be strictly enforced and the Tenant shall remove
     any non-conforming signs.

2.   No signage  shall be permitted  except as  expressly  allowed by these sign
     criteria.  Without limiting the general statement in any way, signage shall
     be  permitted  only  on the  signage  fascia  band on the  Premises,  or as
     provided  for in the  Allowable  Signage  section  below.  In no case shall
     signage be permitted on the roof,  other walls,  or columns,  nor shall any
     freestanding monument or pole be permitted.

3.   Each Tenant shall submit to the Landlord for approval  four (4) copies of a
     detailed  shop  drawing of the proposed  sign,  in  conformance  with these
     criteria.  Each submittal shall include,  but not be limited to,  pertinent
     dimensions,  installation  details and color  call-outs.  The Landlord must
     approve sign contractors prior to any design work or fabrication.

4.   Styles  or  Tenant  logos  may be  permitted  subject  to  approval  by the
     Landlord.  Landlord's design approval will be based upon compatibility with
     signfront design, and with regard for the character intended of the overall
     development.

5.   The  Tenant  shall  submit  Landlord-approved   drawings  to  all  agencies
     requiring approval, and shall pay for required permits.

6.   Tenant will be responsible for supplying  Landlord with copy of sign permit
     prior to sign  installation.  The Tenant  shall pay for all signs and their
     installation and maintenance.

7.   All signs  shall be of  excellent  quality and  workmanship.  Work shall be
     performed by contractor  licensed to do business in Utah. Landlord reserves
     the right to reject any work determined to be of substandard quality.  This
     applies to  manufacturing  and  installation of all signs.  Tenant shall be
     fully responsible for the operations of Tenant's sign contractor.  The sign
     company shall carry workers  compensation and public liability insurance in
     an amount approved by Landlord.

8.   All signs and their  installation  must comply with the Salt Lake City Sign
     Ordinance, as well as local building and electrical codes.

9.   Signs built  and/or  installed  without  Landlord  and City  approvals  and
     permits,  or contrary  to  corrections  made by Landlord or City,  shall be
     altered to conform to these standards at the Tenant's expense.  If Tenant's
     sign has not been brought into  conformance  within fifteen (15) days after
     written notice from Landlord, Landlord shall have the right to correct said
     sign at the expense of the Tenant.

10.  Within  fifteen (15) days of vacating the premises,  Tenant must remove the
     sign and repair the fascia in  accordance  with  Landlord's  standards.  If
     Tenant has not  removed  the sign and  repaired  the  fascia to  Landlord's
     satisfaction, Landlord may deduct the cost of such repair from the Tenant's
     security  deposit.  Any Tenant sign not removed within fifteen (15) days of
     Tenant's vacating the promises becomes the property of the Landlord.

General Specifications

1.   Walls or fascia signs shall  consist of  non-illuminated  individual  sheet
     metal channel letters with a baked on enamel finish,  Plexiglass  faces and
     bronze trim cap and returns.

2.   No animated, flashing, audible or revolving signs shall be permitted.

3.   Permanent advertising devices such as attraction boards, posters, cardboard
     signs,  stickers/decals,  banners and flags will not be permitted,  without
     Landlord's written approval.

4.   All  Tenant  signs   installed  in  the  fascia  shall  be  vertically  and
     horizontally  centered within the fascia band fronting their  Premises.  No
     projections above or below designated sign area will be permitted. Building
     signs on rear flat walls  shall be  centered  at the same level as signs on
     other sides of the building.

Allowable Signage

1.   The maximum  length for each  Tenant's  wall or fascia sign shall be 70% of
     the leased frontage.

2.   The maximum  letter  height  shall be 18 inches for single  line signs,  12
     inches for two line signs,  or stacked  copy.  Overall  height  maximum for
     stacked copy with spacing will be 37 inches.

3.   Each Tenant shall be permitted one sign,  except for the end space Tenants,
     which shall be  permitted  one sign on each  frontage.  Rear signs shall be
     permitted.

4.   Each Tenant shall be allowed to place in the upper window panel adjacent to
     the entrance door not more than 144 square inches of hand-painted, decal or
     stick-on  lettering or graphics  indicating  hours of  business,  telephone
     numbers of emergency contact, approved credit cards, etc.

5.   Each Tenant must  identify  its service  door for  delivery  and  emergency
     purposes  only.  Signs shall not exceed 144 square  inches and shall be two
     (2) inches high  Helvetica  Medium letters  printed on white  self-adhesive
     vinyl.

6.   Temporary  advertising,  banners and flags will, with written approval from
     Landlord, be permitted for a maximum of thirty (30) days after Tenant opens
     for business. Tenant shall submit a drawing of adequate size to reflect the
     size, copy,  method and location of attachment for such temporary  signage.
     After thirty (30) days,  the Landlord has the right to remove all temporary
     signage at Tenant's expense.

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<PAGE>


                                   EXHIBIT "B"


Attached to and made part of that Lease bearing the Lease Reference Date of July
16, 1998 between California Avenue  Associates,  LLC as Landlord and Origin Book
Sales, Inc., as Tenant.

                               Tenant Improvements

Please reference working drawings by Fitzsimmons Murray, dated July 20, 1998.








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Source: OneCLE Business Contracts.