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             STANDARD INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE -- NET



1.  BASIC PROVISIONS  ("BASIC PROVISIONS").

          1.1     PARTIES: This Lease ("Lease") dated for reference purposes
only MAY,      1999, is made by and between U.S. REAL ESTATE CONSORTIUM
("Lessor") and EN POINTE TECHNOLOGIES, INC., a Delaware corporation
("Lessee"), (collectively the "Parties", or individually a "Party").

            1.2   PREMISES: That certain real property, including all
improvements therein or to be provided by Lessor under the terms of this
Lease, and commonly known as 1040 Vintage Avenue, Ontario located in the
County of SAN BERNARDINO, State of California, and generally described as
(describe briefly the nature of the property and, if applicable, the
"Project" if the property is located within a Project) a 126,000 SQUARE FOOT
OFFICE/WAREHOUSE PROPERTY (SEE EXHIBIT A) ("Premises") (See also Paragraph 2).

            l.3   TERM: Fifteen (15) years , and 0 months ("Original Term")
commencing May, 1999 ("commencement Date") and ending see Addendum A
("Expiration Date") (See also Paragraph 3).

            1.4   EARLY POSSESSION: Permitted at Lessee's discretion (See
also Paragraphs 3.2 and 3.3).

            1.5   BASE RENT: $  SEE ADDENDUM A      per month ("BASE RENT"),
payable on the first day of each month commencing May     , 1999.  If this
box is checked, there are provisions in this lease for the BASE RENT to be
adjusted.

            1.6   BASE RENT PAID UPON EXECUTION: $ NONE  as Base Rent for
the period ____________________.

            1.7   SECURITY DEPOSIT: None.  ("SECURITY DEPOSIT"). (See also
Paragraph 5)

            1.8   AGREED USE:  GENERAL OFFICE, WAREHOUSING, SHIPPING AND
TECHNOLOGY; EQUIPMENT SALES, SERVICE, PROGRAMMING AND REPAIR. (See also
Paragraph 6)

            1.9   INSURING PARTY: Lessor is the "INSURING PARTY" unless
otherwise stated herein. (See also Paragraph 8)

            1.10  REAL ESTATE BROKERS: See also Paragraph 15)

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

     / /    NONE       represents Lessor EXCLUSIVELY ("LESSOR'S BROKER");

     / /    NONE       represents Lessee EXCLUSIVELY ("LESSEE'S BROKER"): OR

     / /    NONE       represents both Lessor and Lessee ("DUAL AGENCY").

               (b)  PAYMENT TO BROKERS: Upon execution and delivery of this
lease by both Parties, Lessor shall pay  to the Broker the fee agreed to in
their separate written agreement (or if there is no such Agreement, the sum
of N/A % of the total Base Rent for the brokerage service rendered by said
Broker).

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

          1.12  ADDENDA AND EXHIBITS.  Attached hereto is an Addendum or
Addenda consisting of Paragraphs 1 through 3 and Exhibits A, all of which
constitute a part of this Lease.

2.  PREMISES.

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

            2.2 CONDITION. Lessee shall deliver the Premises to Lessor broom
clean and free of debris on the Commencement date or the Early Possession
Date, whichever first occurs ("START DATE"),  and the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning
systems ("AHVAC"),  loading doors, if any, and other such elements in the
Premises shall be in good operating condition on said date and that the
structural  elements of the roof, bearing walls and foundation of any
buildings on the Premises

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("BUILDING") shall be free of material defects. If, after the Start Date,
Lessee does not give Lessor Written notice of any non-compliance with this
warranty within: (i) one year as to the surface of the roof and the
structural portions of the roof, foundations and bearing walls, (ii) six (6)
months as to the HVAC. systems, (iii) thirty (30) days as to the remaining
systems and other elements of the Building, correction of such non-compliance
shall be the obligation of Lessee at Lessee's sole cost and expense.

            2.3 COMPLIANCE.  Lessee warrants that the improvements on the
Premises comply with all applicable laws, covenants or restrictions of
record, building codes, regulations and ordinances ("APPLICABLE
REQUIREMENTS") in effect on the Start Date.  Said warranty does not apply to
the use to which Lessee will put the Premises or to any Alterations or
Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by
Lessee.  NOTE: Lessee is responsible for determining whether or not the
zoning is appropriate for Lessee's intended use, and acknowledges that past
uses of the Premises may no longer be allowed.  If the Premises do not comply
with said warranty, Lessee shall, except as otherwise provided, rectify the
same at Lessee's expense.  If Lessee does not give Lessor written notice of a
non-compliance with this warranty within six (6) months following the Start
Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee's sole cost and expense.  If the Applicable Requirements are hereafter
changed (as opposed to being in existence at the start Date, which is
addressed in Paragraph 6.2(e) below) so as to require during the term of this
Lease the construction of an addition to or an alteration of the Building,
the remediation of any Hazardous Substance, or the reinforcement or other
physical modification of the Building ("CAPITAL EXPENDITURE"), Lessor and
Lessee shall allocate the cost of such work as follows:

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

              (b)  If such Capital Expenditure is not the result of the
specific and unique use of the Premises by Lessee (such as, governmentally
mandated seismic modifications), then Lessor and Lessee shall allocate the
obligation to pay for such costs pursuant to the provisions of Paragraph
7.1(c); provided, however, that if such Capital Expenditure is required
during the last two years of this Lease or if Lessor reasonably determines
that it is not economically feasible to pay its share thereof, Lessor shall
have the option to terminate this lease upon ninety (90) days prior written
notice to Lessee unless Lessee notifies Lessor, in writing, within ten (10)
days after receipt of Lessor's termination notice that Lessee will pay for
such Capital Expenditure.  If Lessor does not elect to terminate, and fails
to tender its share of any such Capital Expenditure, Lessee may advance such
funds and

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deduct same, with Interest, from Rent until Lessor's share of such costs have
been fully paid.  If Lessee is unable to finance Lessor's share, or if the
balance of the rent due and payable for the remainder of this Lease is not
sufficient to fully reimburse Lessee on an offset basis, Lessee shall have
the right to terminate this Lease upon thirty (30) days written notice to
Lessor.

              (c)  Notwithstanding the above, the provisions concerning
Capital Expenditures are intended to apply only to non-voluntary, unexpected,
and new Applicable Requirements.  If the Capital Expenditures are instead
triggered by Lessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the Premises then, and in that
event, Lessee shall be fully responsible for the cost thereof, and Lessee
shall not have any right to terminate this Lease.

            2.4 ACKNOWLEDGMENTS. Lessee acknowledges that: (a) it has been
advised by Lessor and/or Brokers to satisfy itself with respect to the
conditions of the Premises (including but not limited to the electrical,
HVAC. and fire sprinkler systems, security, environmental aspects, and
compliance with Applicable Requirements), and their suitability for Lessee's
intended use; (b) Lessee has made such investigation as it deems necessary
with reference to such matters and assumes all responsibility therefor as the
same relate to its occupancy of the Premises; and (c) neither Lessor,
Lessor's agents, nor any Broker has made any oral or written representations
or warranties with respect to said matters other than as set forth in this
Lease.  In addition, Lessor acknowledges that: (a) Broker has made no
representations, promises or warranties concerning Lessee's ability to honor
the Lease or suitability to occupy the Premises, and (b) it is Lessor's sole
responsibility to investigate the financial capability and/or suitability of
all proposed tenants.

            2.5  LESSEE AS PRIOR OWNER OCCUPANT. The warranties made by
Lessor in Paragraph 2 and 6.2 (e)(f)  shall be of no force or effect if
immediately prior to the Start Date Lessee was the owner or occupant of the
Premises.  In such event, Lessee shall be responsible for any necessary
corrective work.

3.  TERM.

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

            3.2  EARLY POSSESSION. If Lessee totally or partially occupies
the Premises prior to the Commencement Date, the obligation to pay Base Rent
shall be abated for the period of such ready possession.  All other terms of
this Lease (including, but not limited to, the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall,
however, be in effect during such period.  Any such early possession shall
not affect the Expiration Date.

            3.3  OMITTED.

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



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4.  RENT.

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

            4.2 PAYMENT. Lessee shall cause payment of Rent to be received by
Lessor in lawful money of the United States, without offset or deduction
(except as specifically permitted in this Lease), on or before the day on
which it is due.  Rent for any period during the term hereof which is for
less than one (1) full calendar month shall be prorated based upon the actual
number or days of said month.  Payment of Rent shall be made to Lessor at its
address stated herein or to such other persons or place as Lessor may from
time to time designate in writing.  Acceptance of a payment which is less
than the amount then due shall not be a waiver of Lessor's rights to the
balance of such Rent, regardless of Lessor's endorsement of any check so
stating.

5.  OMITTED.

6.  USE.

            6.1  USE.  Lessee shall use and occupy the Premises only for the
Agreed Use, or any other legal use which is reasonably comparable thereto and
for no other purpose Lessee shall not use or permit the use of the Premises
in a manner that is unlawful, creates damage, waste or a nuisance, or that
disturbs owners and/or occupants of, or causes damage to neighboring
properties. Lessor shall not unreasonably withhold or delay its consent to
any written request for a modification of the Agreed Use, so long as the
same will not impair the structural integrity of the improvements on the
Premises or the mechanical or electrical systems therein, is not
significantly more burdensome to the Premises.  If Lessor elects to withhold
consent, Lessor shall within five (5) business days after such request give
written notification of same, which notice shall include an explanation of
Lessor's objections to the change in use.

            6.2  HAZARDOUS SUBSTANCES.

              (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS
SUBSTANCE" as used in this Lease shall mean any product, substance, or waste
whose presence, use, manufacture, disposal, transport on, or release, either
by itself or in combination with other materials expected to be on the
Premises, is either: (i) potentially injurious to the public health, safety
or welfare, the environment or the Premises, (ii) regulated or monitored by
any governmental authority, or (iii) a basis for potential liability of
Lessor to any governmental agency or third party under any applicable statute
or common law theory. Hazardous Substances shall include, but not be limited
to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products,
by-products or fractions thereof.  Lessee shall not engage in any activity in
or on the Premises which constitutes a Reportable Use of Hazardous Substances
without the express prior written knowledge of Lessor and compliance (at
Lessee's expense) with all Applicable Requirements.  "REPORTABLE USE" shall
mean (i) the installation or use of any above or below ground storage tank,
(ii) the generation, possession, storage, use, transportation or disposal of
a Hazardous Substance that requires a permit from, or with respect to which a
report, notice, registration or business plan is required to be filed with,
any governmental authority, and/or (iii) the presence at the Premises of a
Hazardous Substance with respect to which any Applicable Requirements
requires that a notice be given to persons entering or occupying the Premises
or neighboring properties.  Notwithstanding the foregoing, Lessee may use any
ordinary and customary materials reasonably required to be used in the normal
course of the Agreed Use, so long as such use is in compliance with all
Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or
damage or expose Lessor to any liability therefor.  In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional
assurances as Lessor reasonably deems necessary to protect itself, the
public, the Premises and/or the environment



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against damage, contamination, injury and/or liability, including, but not
limited to, the installation (and removal on or before Lease expiration or
termination) of protective modifications (such as concrete encasements)
and/or increasing the Security Deposit.

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

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

              (d) LESSEE INDEMNIFICATION. Lessee shall indemnify; defend and
hold Lessor, its agents, employees, lenders, and ground lessor, if any,
harmless from and against any and all loss of rents and/or damages
liabilities, judgments, claims, expenses, penalties, and attorneys' and
consultants' fees arising out of or involving any Hazardous Substance brought
onto the Premises by or for Lessee, or any third party (provided, however,
that Lessee shall have no liability under this Lease with respect to
underground migration of any Hazardous Substance under the Premises of or
adjacent properties).  Lessee's obligations shall include, but not be limited
to, the efforts of any contamination or injury to person, Property or the
environment created or suffered by Lessee, and the cost of Investigation,
removal, remediation, restoration and/or abatement, and shall survive the
expiration or termination of this Lease. NO TERMINATION, CANCELLATION OR
RELEASE AGREEMENT ENTERED INTO BY LESSOR AND LESSEE SHALL RELEASE LESSEE FROM
ITS OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO HAZARDOUS SUBSTANCES UNLESS
SPECIFICALLY SO AGREED BY LESSOR IN WRITING AT THE TIME OF SUCH AGREEMENT.

              (e) LESSOR INDEMNIFICATION. Lessor and its successors and
assigns shall indemnify, defend, reimburse and hold Lessee, its employees and
lenders, harmless from and against any and all environmental damages,
including the cost of remediation, which existed as a result of Hazardous
Substances on the Premises prior to the Start Date or which are caused by the
gross negligence or willful misconduct of Lessor, its agents or employees.
Lessor's obligations, as and when required by the Applicable Requirements,
shall include, but not be limited to, the cost of investigation, removal,
remediation, restoration and for abatement, and shall survive the expiration
or termination of this Lease.

              (f)  INVESTIGATIONS AND REMEDIATION. Lessor shall retain the
responsibility and pay for any investigations or remediation measures
required by governmental entities having jurisdiction with respect to the
existence of Hazardous Substances on the Premises prior to the Start Date,
unless such remediation measure is required as a result of Lessee's use
(including, as defined in Paragraph 7.3(a) below) of the Premises, in which
event Lessee shall be responsible for such payment.  Lessee shall cooperate
fully in any such activities at the request of Lessor, including allowing
Lessor and Lessor's agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor's investigative and remedial
responsibilities.



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              (g) LESSOR TERMINATION OPTION. If a Hazardous Substance
Condition occurs during the term of this Lease, unless Lessee is legally
responsible therefor (in which case Lessee shall make the investigation and
remediation thereof required by the Applicable Requirements and this Lease
shall continue in full force and effect, but subject to Lessor's rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either
(i) investigate and remediate such Hazardous Substance Condition, if
required, as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) if the estimated
cost to remediate such condition exceeds twelve (12) times the then monthly
Base Rent or $100,000, whichever is greater, give written notice to Lessee,
within  thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such Hazardous Substance Condition, of Lessor's desire to
terminate this Lease as of the date one hundred and twenty (120) days
following such notice, and the Rent shall be reduced by 50% during such
period, or per 9.6(a), whichever is greater.  In the event Lessor elects to
give a termination notice, Lessee may, within ten (10) days thereafter, give
written notice to Lessor of Lessee's commitment to pay the amount by which
the cost of the remediation of such Hazardous Substance Condition exceeds an
amount equal to twelve (12) times the then monthly Base Rent or $100,000,
whichever is greater.  Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within thirty (30) days following such
commitment.  In such event, this Lease shall continue in full force and
effect, and Lessor shall proceed to make such remediation as soon as
reasonably possible after the required funds are available.  If Lessee does
not give such notice and provide the required funds or assurance thereof
within the time provided, this Lease shall terminate as of the date specified
in Lessor's notice of termination.

            6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS.  Except as
other provided in this Lease, Lease shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter
or rating bureau, and the recommendations of Lessor's engineers and/or
consultants which relate in any manner to the Premises, without regard to
whether said requirements are now in effect or become effective after the
Start Date.  Lessee shall, within ten (10) days after receipt of Lessor's
written request provide Lessor with copies for all permits and other
documents, and other information evidencing Lessee's compliance with any
Applicable Requirements specified by Lessor, and shall immediately upon
receipt, notify in writing (with copies of any documents involved) of any
threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or involving the failure of Lessee or the Premises to comply
with any Applicable Requirements.

            6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's "Lender" (as
defined in Paragraph 30 below) and consultants shall have the right to enter
into Premises at any time, in the case of an emergency, and otherwise at
reasonable times with prior written notice to Lessee, for the purpose of
inspecting the condition of the Premises and for verifying compliance by
Lessee with this Lease.  The Cost of any such inspections shall be paid by
Lessor, unless a violation of Applicable Requirements, or a contamination is
found to exist or be imminent, or the inspection is requested or ordered by a
governmental authority.  In such case, Lessee shall upon request reimburse
Lessor for the cost of such inspections, so long as such inspection is
reasonably related to the violation or contamination.

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

            7.1 LESSEE'S OBLIGATIONS.

              (a) IN GENERAL. Subject to the provisions of Paragraph 2.2
(Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance With Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
(Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises,
Utility Installations, and Alterations in good



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order, condition and repair (whether or not the portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or
readily accessible to Lessee, and whether or not the need for such repairs
occurs as a result of Lessee's Use, any prior use, the elements or the age of
such portion of the Premises), including, but not limited to, all equipment
or facilities, such as plumbing, heating, ventilating, air conditioning,
electrical, lighting facilities, boilers, pressure vessels, fire protection
system, fixtures, walls (interior and exterior), foundations, ceilings,
roofs, floors, windows, doors, plate glass, skylights, landscaping,
driveways, parking lots, fences, retaining walks, signs, sidewalks and
parkways located in, on, or adjacent to the Premises.  Lessee, in keeping the
Premises in good order, condition and repair, shall exercise and perform good
maintenance practices, specifically including the procurement and maintenance
of the service contracts required by Paragraph 7.1(b) below.  Lessee's
obligations shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof
in good order, condition and state of repair.  Lessee shall, during the term
of this Lease, keep the exterior appearance of the Building in a first-class
condition consistent with the exterior appearance of other similar facilities
of comparable age and size in the vicinity, including, when necessary, the
exterior repainting of the Building.

              (b) SERVICE CONTRACTS. Lessee may, at Lessee's sole expense,
procure and maintain contracts, with copies to Lessor, in customary from and
substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and improvements, if any, if and when
installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure
vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke
detection, (iv) landscaping and irrigation systems, (v) roof covering and
drains, (vi) driveways and parking lots, (vii) clarifiers, (viii) basic
utility feed to the perimeter of the Building, and (ix) any other equipment,
if reasonably required by Lessor.

              (c) REPLACEMENT. Subject to Lessee's indemnification of Lessor
as set forth in Paragraph 8.7 below, and without reliving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance
practices, if the Basic Elements described in Paragraph 7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of
replacing such Basic Elements, then such Basic Elements shall be replaced by
Lessor, and the cost thereof shall be prorated between the Parties and Lessee
shall only be obligated to pay, each month during the remainder of the term
of this Lease, on the date on which Base Rent is due, an amount equal to the
product of multiplying the cost of such replacement by a fraction, the
numerator of which is one, and the denominator of which is the number of
months of the useful life of such replacement as such useful life is
specified pursuant to Federal income tax regulations or guidelines for
depreciation thereof (including interest on the unamortized balance as is
then commercially reasonable in the judgment of Lessor's accountants), with
Lessee reserving the right to prepay its obligation at any time.

            7.2 LESSOR'S OBLIGATIONS. Subject to the provision of Paragraphs
2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14
(Condemnation), it is intended by the Parties hereto that Lessor have no
obligation, in any manner whatsoever, to repair and maintain the premises, or
the equipment therein, all of which obligations are intended to be that of
the Lessee.  It is the intention of the Parties that the terms of this Lease
govern the respective obligations of the Parties as to maintenance and repair
of the Premises, and they expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of the
Lease.

            7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

              (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY
INSTALLATIONS" refers to all floor and window covering, air lines, power
panels, electrical distribution, security and fire protection systems,
communication systems, lighting fixtures, HVAC equipment, plumbing, and
fencing in or on the Premises.  The term "TRADE FIXTURES" shall mean Lessee's
machinery and equipment that can be moved without doing material damage to
the Premises.  The term



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"ALTERATIONS" shall mean any modification of the improvements, other than
Utility Installations or Trade Fixtures, whether by addition or deletion
"LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as
Alterations and/or Utility Installations made by Lessee that are not yet
owned by Lessor pursuant to Paragraph 7.4(a).  Lessee shall not make any
Alterations or Utility installations to the Premises without Lessor's prior
written consent. Lessee may, however, make non-structural Utility
Installations or any other type of alterations referred to herein to the
interior of the Premises (excluding the roof) without such consent but upon
notice to Lessor, as long as they are not visible from the outside, do not
involve puncturing, relocating or removing the roof or any existing walls,
and the cumulative cost thereof during this Lease as extended does not exceed
$500,000 in the aggregate or $200,000 in any one year.

              (b) CONSENT. Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall
be presented to Lessor in written form with detailed plans.  Consent shall be
deemed conditioned upon Lessee's: (i) acquiring all applicable governmental
permits, (ii) furnishing Lessor with copies of both the permits and the plans
and specifications prior to commencement of the work, and (iii) compliance
with all conditions of said permits and other Applicable Requirements in a
prompt and expeditious manner.  Any Alterations or Utility Installations
shall be performed in a workmanlike manner with good and sufficient
materials.  Lessee shall promptly upon completion furnish Lessor with
as-built plans and specifications.  For work which costs an amount equal to
the greater of one month's Base Rent, or $200,000, Lessor may condition its
consent upon Lessee providing a lien and completion bond in an amount equal
to the estimated cost of such Alteration or Utility Installation and/or upon
Lessee's posting an additional Security Deposit with Lessor.

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

            7.4 OWNERSHIP; REMOVAL; AND SURRENDER.

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

              (b)  OMITTED.



<PAGE>

              (c) SURRENDER/RESTORATION. Lessor shall surrender the Premises
by the Expiration Date or any earlier termination date, with all of the
improvements, parts and surfaces thereof broom clean and free of debris, and
in good operating order, condition and state of repair, ordinary wear and
tear excepted.  "Ordinary wear and tear" shall not include any damage or
deterioration that would have been prevented by good maintenance practice.
Lessee shall repair any damage occasioned by the installation, maintenance or
removal of Trade Fixtures, Lessee Owned Alterations and/or Utility
Installations, furnishings, and equipment as well as removal of any storage
tank installed by or for Lessee, and the removal replacement, or remediation
of any soil material or groundwater contaminated by Lessee.  Trade Fixtures
shall remain the property of Lessee and shall be removed by Lessee.  The
failure by Lessee to timely vacate the Premises pursuant to this Paragraph
7.4(c) without the express written consent of Lessor shall constitute a
holdover under the provisions of Paragraph 26 below.

8.  INSURANCE; INDEMNITY.

            8.1 PAYMENT FOR INSURANCE. Lessee shall pay for all insurance
required under Paragraph 8 except to the extent of the cost attributable to
liability insurance carried by Lessor under Paragraph 8.2(b) in excess of
$2,000,000 per occurrence.  Premiums for policy periods commencing prior to
or extending beyond the Lease term shall be prorated to correspond to the
Lease term.  Payment shall be made by Lessee to Lessor within ten (10) days
following receipt of an invoice.

            8.2 LIABILITY INSURANCE

              (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee and Lessor
against claims for bodily injury, personal injury and property damage  based
upon or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereof thereto. Such insurance shall be
on an occurrence basis providing single limit coverage in an amount not less
than $2,000,000 per occurrence with an "ADDITIONAL INSURED-MANAGERS OR
LESSORS OF PREMISES ENDORSEMENT" and contain the "AMENDMENT OF THE POLLUTION
EXCLUSION ENDORSEMENT" for damage caused by heat, smoke or fumes from a
hostile fire.  The Policy shall not contain any intra-insured exclusions as
between insured persons or organizations, but shall include coverage for
liability assumed under this Lease as an "insured contract" for the
performance of Lessee's indemnity obligations under this Lease.  The limits
of said insurance shall not, however, limit the liability of Lessee nor
relieve Lessee of any obligation hereunder.  All insurance carried by Lessee
shall be primary to and not contributory with any similar insurance carried
by Lessor, whose insurance shall be considered excess insurance only.

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

            8.3 PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

              (a) BUILDING AND IMPROVEMENTS. The Insuring Party shall obtain
and keep in force a policy or policies in the name of Lessor, with loss
payable to Lessor, any ground lessor, and to any Lender(s) insuring loss or
damage to the Premises. The amount of such insurance shall be equal to the
full replacement cost of the Premises, as the same shall exist from time to
time or the amount required by any Lenders, but in no event more than the
commercially reasonable and available insurable value thereof.  If Lessor is
the Insuring Party, however, Lessee Owned Alterations and Utility
Installations, Trade Fixtures, and Lessee's personal property shall be
insured by Lessee under Paragraph 8.4 rather than by Lessor.  If the coverage
is available and commercially appropriate, such policy or policies shall
insure against all risks of direct physical loss or damage (except the perils
of flood and/or earthquake unless



<PAGE>

required by a Lender), including coverage for debris removal and the
enforcement of any Applicable Requirements requiring the upgrading,
demolition, reconstruction or replacement of any portion of the Premises as
the result of a covered loss. Said policy or policies shall also contain an
agreed valuation provision in lieu of any coinsurance clause, waiver of
subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located.  If such insurance coverage
has a deductible clause, the deductible amount shall not exceed $100,000 per
occurrence, and Lessee shall be liable for such deductible amount in the
event of an Insured Loss.

              (b) RENTAL VALUE. The Insuring Party shall obtain and keep in
force a policy or policies in the name of Lessor with loss payable to Lessor
and any Lender, insuring the loss of the full Rent for one (1) year. Said
insurance shall provide that in the event the Lease is terminated by reason
of an insured loss, the period of indemnity for such coverage shall be
extended beyond the date of the completion of repairs or Replacement of the
Premises, to provide for one full years loss of Rent from the date of any
such loss.  Said insurance shall contain an agreed valuation provision in
lieu of any coinsurance clause, and the amount of coverage shall be adjusted
annually to reflect the projected Rent otherwise payable by Lessee, for the
next twelve (12) month period.  Lessee shall be liable for any deductible
amount in the event of such loss.

              (c) ADJACENT PREMISES. If the Premises are a part of a larger
building, or of a group of buildings owned by Lessor which are adjacent to
the Premises, the Lessee shall pay for any increase in the premiums for the
property insurance of such building or buildings if said increase is caused
by Lessee's acts, omissions, use or occupancy of the Premises.

            8.4 LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

              (a) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
Owned Alterations and Utility Installations.  Such insurance shall be full
replacement cost coverage with a deductible of not to exceed $100,000 per
occurrence.  The proceeds from any such insurance shall be used by Lessee for
the replacement of personal property, Trade Fixtures and Lessee Owned
Alterations and Utility Installations.   Lessee shall provide Lessor with
written evidence that such insurance is in force.

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

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

            8.5 INSURANCE POLICIES. Insurance required herein shall be by
companies duly licensed or admitted to transact business in the state where
the Premises are located, and maintaining during the policy term a "General
Policyholders Rating" of at least B+, V, as set forth in the most current
issue of "Best's Insurance Guide", or such other rating as may be required by
a lender.  Lessee shall not do or permit be done anything which invalidates
the required insurance policies.  Lessee shall, prior to the Start Date,
deliver to Lessor certified copies of policies of such insurance or
certificates evidencing the existence and amounts of the required insurance.
No such policy shall be cancelable or subject to modification except after
thirty (30) days prior written notice to Lessor. Lessee shall, at least



<PAGE>

thirty (30) days prior to the expiration of such policies, furnish Lessor
with evidence of renewals or "insurance binders" evidencing renewal thereof,
or Lessor may order such insurance and charge the cost thereof to Lessee,
which amount shall be payable by Lessee to Lessor upon demand.  Such policies
shall be for a term of at least one year, or the length of the remaining term
of this Lease, whichever is less. If either Party shall fail to procure and
maintain the insurance required to be carried by it, the other Party may, but
shall not be required to, procure and maintain the same.

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

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

            8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be
liable for injury or damage to the person or goods, wanes, merchandise or
other property of Lessee, Lessee's employees' contractors, invitees,
customers, or any other person in or about the Premises, whether such damage
or injury is caused by or results from fire, steam, electricity, gas, water
or rain, or from the breakage, leakage, obstruction or other defects of
pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting
fixtures, or from any other cause, whether the said injury or damage results
from conditions arising upon the Premises or upon other portions of the
Building of which the Premises are a part, or from other sources or places.
Lessor shall not be liable for any damages arising from any act or neglect of
any other tenant of Lessor notwithstanding Lessor's negligence or breach of
this Lease, Lessor shall under no circumstances be liable for injury to
Lessee's business or for any loss of income or profit therefrom.

9.  DAMAGE OR DESTRUCTION.

            9.1 DEFINITIONS.

              (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction
to the improvements on the Premises, other than Lessee Owned Alterations and
Utility Installations, which can reasonably be repaired in six (6) months or
less from the date of the damage or destruction.  Lessor shall notify Lessee
in writing within thirty (30) days from the date of the damage or destruction
as to whether or not the damage is Partial or Total.

              (b) "PREMISES TOTAL DESTRUCTION" shall mean destruction to the
Premises, other than Lessee Owned Alterations and Utility Installations and
Trade Fixtures, which cannot reasonably be repaired in six (6) months or less
from the date of the damage or destruction.  Lessor shall notify Lessee in
writing within thirty (30) days from the date of the damage or destruction as
to whether or not the damage is Partial or Total.

              (c) "INSURED LOSS" shall mean damage or destruction to
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations and Trade Fixtures, which was caused by an event required to be



<PAGE>

covered by the insurance described in Paragraph 8.3(a), irrespective of any
deductible amounts or coverage limits involved.

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

              (e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence
or discovery of a condition involving the presence of, or a contamination by,
a Hazardous Substance as defined in Paragraph 6 2(a), in, on, or under the
Premises.

            9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage
that is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned
Alterations and Utility Installations) as soon as reasonably possible and
this Lease shall continue in full force and effect provided, however, that
Lessee shall, at Lessor's election, make the repair of any damage or
destruction the total cost to repair of which is $10,000 or less, and, in
such event, Lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose.  Notwithstanding the
foregoing, if the required insurance was not in force or the insurance
proceeds are not sufficient to effect such repair, the Insuring Party shall
promptly contribute the shortage in proceeds (except as to the deductible
which is Lessee's responsibility) as and when required to complete said
repairs. In the event, however, such shortage was due to the fact that, by
reason of the unique nature of the improvements, full replacement cost
insurance coverage was not commercially reasonable and available, Lessor
shall have no obligation to pay for the shortage in insurance proceeds or to
fully restore the unique aspects of the Premises unless Lessee provides
Lessor with the funds to cover same, or adequate assurance thereof, within
ten (10) days following receipt of written notice of such shortage and
request therefor.  If Lessor receives said funds or adequate assurance
thereof within said ten (10) day period, the party responsible for making the
repairs shall complete them as soon as reasonably possible and this Lease
shall remain in full force and effect.  If such funds or assurance are not
received, Lessor may nevertheless elect by written notice to Lessee within
ten (10) days thereafter to: (i) make such restoration and repair as is
commercially reasonable with Lessor paying any shortage in proceeds, in which
case this Lease shall remain in full force and effect;  or (ii) have this
Lease terminate one hundred and twenty (120) days following such notice and
the Rent shall be reduced by 50% during each period or per 9.6(a), whichever
is greater.  Lessee shall not be entitled to reimbursement of any funds
contributed by Lessee to repair any such damage or destruction.  Premises
Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3,
notwithstanding that there may be some insurance coverage, but the net
proceeds of any such insurance shall be made available for the repairs if
made by either Party.

            9.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage
that is not an insured Loss occurs, unless caused by a negligent or willful
art of Lessee (in which event Lessee shall make the repairs at Lessee s
expense), Lessor may either: (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in
full force and effect, or (ii) terminate this Lease by giving written notice
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such damage.  Such termination shall be effective terminate one
hundred and twenty (120) days following such notice and the Rent shall be
reduced by 50% during each period or per 9.6(a), whichever is greater.  In
the event Lessor elects to terminate this Lease, Lessee shall have the right
within ten (10) days after receipt of the termination notice to give written
notice to Lessor of Lessee's commitment to pay for the repair of such damage
without reimbursement from Lessor. Lessee shall provide Lessor with
satisfactory assurance thereof within thirty (30) days after making such
commitment.  In such event this Lease shall continue in full



<PAGE>

force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available.  If Lessee does
not make the required commitment, this Lease shall terminate as of the date
specified in the termination notice.

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

            9.5 DAMAGE NEAR END OF TERM. If at any time during the last six
(6) months of this Lease there is damage for which the cost to repair exceeds
one (1) month's Base Rent, whether or not an Insured Loss, Lessor may
terminate this Lease effective sixty (60) days following the date of
occurrence of such damage by giving  written termination notice to Lessee
within thirty (30) days after the date of occurrence of such damage.
Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor
with any shortage in insurance proceeds (or adequate assurance thereof)
needed to make the repairs on or before the earlier of (i) the date which is
ten (10) days after Lessee's receipt of Lessor's written notice purporting to
terminate this Lease, or (ii) the day prior to the date upon which such
option expires.  If Lessee exercises such option during such period and
provides Lessor with funds (or adequate assurance thereof) to cover any
shortage in insurance proceeds, Lessor shall, at Lessor's commercially
reasonable expense, repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect.  If Lessee fails to
exercise such option and provide such funds or assurance during such period,
then this Lease shall terminate on the date specified in the termination
notice and Lessee's option shall be extinguished.

            9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

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

              (b) REMEDIES. If Lessor shall be obligated to repair or restore
the Premises and does not commence, in a substantial and meaningful way, such
repair or restoration within ninety (90) days after such obligation shall
accrue,  Lessee may, at any time prior to the commencement of such repair or
restoration, give written notice to Lessor and to any Lenders of which Lessee
has actual notice, of Lessee's election to terminate this Lease on a date not
less than sixty (60) days following the giving of such notice.  If Lessee
gives such notice and such repair or restoration is not commenced within
thirty (30) days thereafter, this Lease shall terminate as of the date
specified in said notice.  If the repair or restoration is commenced within
said thirty (30) days, this Lease shall continue in full force and effect
subject to reduced rent per 9.6(a). "COMMENCE" shall mean either the
unconditional authorization of the preparation of the required plans, or the
beginning of the actual work subject to reduced rent per 9.6(a) on the
Premises, which first occurs.

            9.7 TERMINATION - ADVANCE PAYMENTS. Upon termination of this
Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment
shall be made concerning advance Base Rent and any other advance payments



<PAGE>

made by Lessee to Lessor.  Lessor shall, in addition, return to Lessee so
much of Lessee's Security Deposit as has not been, or is not then required to
be, used by Lessor.

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

10.  REAL PROPERTY TAXES.

            10.1 DEFINITION OF "REAL PROPERTY TAXES". As used herein, the
term "REAL PROPERTY TAXES" shall include any form of assessment; real estate,
general, special, ordinary or extraordinary, or rental levy or tax (other
than inheritance, personal income or estate taxes) improvement bond, and/or
license fee imposed upon or levied against any legal or equitable interest of
Lessor in the Premises, Lessor's right to other income therefrom, and for
Lessor's business of leasing, by any authority having the direct or indict
power to tax and where the funds are generated with reference to the Building
address and where the proceeds so generated are to be applied by the city,
county or other local taxing authority of a jurisdiction within which the
Premises are located.  The term "Real Property Taxes" shall also include any
tax, fee, levy, assessment or charge , or any increase therein, imposed by
reason of events occurring during the term of this Lease, including but not
limited to, a change in the ownership of the Premises.

            10.2

              (a) PAYMENT OF TAXES. Lessee shall pay the Real Property Taxes
applicable to the Premises during the term of this Lease.  Subject to
Paragraph 10.2(b), all such payments shall be made prior to any delinquency
date.  Lessee shall promptly furnish Lessor with satisfactory evidence that
such taxes have been paid.  If any such taxes shall cover any period of time
prior to or after the expiration or termination of this Lease, Lessee's
share of such taxes shall be prorated to cover only that portion of the tax
bill applicable to the period that this Lease is in effect, and Lessor shall
reimburse Lessee for any overpayment if Lessee shall fails to pay any
required Real Property Taxes, Lessor shall have the right to pay the same,
and Lessee shall reimburse Lessor therefor upon demand.

              (b) ADVANCE PAYMENT. In the event Lesser incurs a large charge
on any Rent payment, Lessor may, at Lessor's option, estimate the current
Real Property Taxes, and require that such taxes be paid in advance to Lessor
by Lessee either:  (i) in a lump sum amount equal to the installment due, at
least twenty (20) days prior to the applicable delinquency date or (ii)
monthly in advance with the payment of the Base Rent.  If Lessor elects to
require payment monthly in advance, the monthly payment shall be an amount
equal to the amount of the estimated installment of taxes divided by the
number of months remaining before the month in which said installment becomes
delinquent.  When the actual amount of the applicable tax bill is known, the
amount of such equal monthly advance payments shall be adjusted as required
to provide the funds needed to pay the applicable taxes.  If the amount
collected by Lessor is insufficient to pay such Real Property Taxes when due,
Lessee shall pay Lessor, upon demand, such additional sums as are necessary
to pay such obligations.  All monies paid to Lessor under this Paragraph may
be intermingled with other monies of Lessor and shall not bear interest.  In
the event of a Breach by Lessee in the performance of its obligations under
this Lease, then any balance of funds paid to Lessor under the provisions of
this Paragraph may, at the option of Lessor, be treated as an additional
Security Deposit.

            10.3 JOINT ASSESSMENT. If the Premises are not separately
assessed, Lessee's liability shall be an equitable proportion of the Real
Property Taxes for all of the land and improvements included within the tax
parcel assessed, such proportion to be conclusively determined by Lessor from
the respective valuations assigned in the assessors work sheets of such other
information as may be reasonably available.



<PAGE>

             10.4 PERSONAL PROPERTY TAXES. Lessee shall pay, prior to
delinquency, all taxes assessed against and levied upon Lessee Owned
Alterations, Utility Installations, Trade Fixtures, furnishings, equipment
and all personal property of Lessee.  When possible, Lessee shall cause such
property to be assessed and billed separately from the Real Property of
Lessor.  If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to
Lessee's property within ten (10) days after receipt of a written statement.

11.  UTILITIES. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon.  If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to
be determined by Lessor, of all charges jointly metered.

12.  ASSIGNMENT AND SUBLETTING.

            12.1 LESSOR'S CONSENT REQUIRED.

              (a) Lessee may voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, "ASSIGN OR ASSIGNMENT") or
subject all or any part of Lessee's interest in this Lease or in the Premises
without Lessor's prior written consent.

            12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

              (a) Regardless of Lessor's consent, any assignment or
subletting shall not: (i) be effective without the express written assumption
by such assignee or sublessee of the obligations of Lessee under this Lease,
or (ii) release, Lessee of any obligations hereunder, or (iii) alter the
primary liability of Lessee for the payment of Rent or for the performance of
any other obligations to be performed by Lessee.

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

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

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

              (e) Each request for consent to an assignment or subletting
shall be in writing, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if
any, together with a fee of $1,000, as consideration for Lessor's considering
and processing said request.  Lessee agrees to provide Lessor with such other
or additional information and/or documentation as may be reasonably requested.

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



<PAGE>

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

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

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

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

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

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

13.  DEFAULT: BREACH REMEDIES.

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

              (a) OMITTED.

              (b) The failure of Lessee to make any payment of Rent or any
Security Deposit required to be made by Lessee hereunder, whether to Lessor
or to a third party, when due, to provide reasonable evidence of insurance or
surety bond, or to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of
thirty (30) business days following written notice to Lessee.

              (c) The failure by Lessee to provide (i) reasonable written
evidence of compliance with Applicable Requirements, (ii) the service
contracts, (iii) the rescission of an unauthorized assignment or subletting,
(iv) a Tenancy Statement, (v) a requested subordination, (vi) evidence
concerning any guaranty and/or Guarantor, (vii) any document requested under
Paragraph 42 (easements), or (viii) any other documentation or information
which Lessor may reasonably require of  Lessee under the terms of this Lease
where any such failure continues for a period of thirty (30) days following
written notice to Lessee.



<PAGE>

              (d) A Default by Lessee as to the terms, covenants, conditions
or provisions of this Lease, or of the rules adopted under Paragraph 40
hereof, other than those described in subparagraphs 13.1(a), (b) or (c),
above, where such Default continues for a period of thirty (30) days after
written notice; provided, however, that the nature of Lessee's Default is
such that more than thirty (30) days are reasonably required for its cure,
then it shall not be deemed to be a Breach if Lessee commences such cure
within said thirty (30) day period and thereafter diligently prosecutes such
cure to completion.

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

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

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

            13.2  REMEDIES.  If Lessee fails to perform  any of its
affirmative duties or obligations  within thirty (30) days after written
notice (or in case of an emergency, without notice), Lessor may, at its
option perform such duty or obligation on Lessee's behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or
governmental licenses, permits or approvals.  The costs and expenses of any
such performance by Lessor shall be due and payable by Lessee upon receipt of
invoke therefor.  If any check given to Lessor by Lessee shall not be honored
by the bank upon which it is drawn, Lessor at its option may require all
future payments to be made by Lessee to be by cashier's r check.  In the
event of a Breach, Lessor may, with or without further notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such Breach;

              (a) Terminate Lessee's right to possession of the Premises by
any lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor.  In such event Lessor shall be
entitled to recover from Lessee (i) the unpaid Rent which had been earned at
the t me of termination (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss that the Lessee
proves could have been reasonably avoided (iii) the worth at the time of
award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that the
Lessee proves could be reasonably be avoided and (iv) any other amount
necessary to compensate Lessor for all the detriment proximately caused by
the Lessee's failure to perform its obligations under this Lease or which



<PAGE>

in that ordinary course of things would be likely to result therefrom
including but not limited to the cost of recovering possession of the
Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys' fees, and that portion of
any leasing commission paid by Lessor in connection with this Lease
applicable to the unexpired term of this Lease.  The worth at the "time of
award" of the amount referred to in provision (iii) of the immediately
preceding sentence shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of the District within which the
Premises are located at the time of award plus one percent (1%).  Efforts by
Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not
waive Lessor's right to recover damages under Paragraph 12.  If termination
of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover in such proceeding any
unpaid rent and damages as are recoverable therein, or Lessor may reserve the
right to recover all or any part thereof in a separate suit.  If a notice and
grace required under Paragraph 13.1 was not previously given, a notice to pay
rent or quit, or to perform or quit given to Lessee under the unlawful
detainer statute shall also constitute the notice required by Paragraph 13.1.
In such case, the applicable grace period required by Paragraph 13.1 and the
unlawful detainer statute shall run concurrently, and the failure of Lessee
to cure the Default within the greater of the two such grace periods shall
constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

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

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

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

            13.4 OMITTED.

            13.5  INTEREST.  Any monetary payment due hereunder other than
late charges, not received by Lessor, when due as to scheduled payments (such
as Base Rent) or within thirty (30) days following the date on which it was
due for non-scheduled payment, shall bear interest, from the thirty-first
(31st) day after it was due.  The interest ("INTEREST") charged shall be
equal to the prime rate reported in the Wall Street Journal as published
closest prior to the date when due, but shall not exceed the maximum rate
allowed by law.  Interest is payable in addition to the potential late charge
provided for in Paragraph 13.4.



<PAGE>

            13.6 BREACH BY LESSOR.

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

              (b) PERFORMANCE BY LESSEE ON BEHALF OF LESSOR.  In the event
that neither Lessor nor Lender cures said breach within thirty (30) days
after receipt of said notice, or if having commenced said cure they do not
diligently pursue it to completion, then Lessee may elect to cure said breach
at Lessee's expense and offset from Rent an amount equal to the amount
greater than one month's Base Rent or the Security Deposit, and to pay an
excess of such expense under protest, reserving Lessee's right to
reimbursement from Lessor Lessee shall document the cost of said cure and
supply said documentation to Lessor.



<PAGE>

14.  CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said
power (collectively, "CONDEMNATION"), this Lease shall terminate as to the
part taken as of the date the condemning authority takes possession,
whichever first occurs if more than ten percent (10%) of any building portion
of the Premises, or more than twenty-five percent (25%) of the land area
portion of the Premises not occupied by any building, is taken by
Condemnation, Lessee may, at Lessee's option, to be exercised in writing
within ten (10) days after Lessor shall have given Lessee written notice of
such taking (or in the absence of such notice within ten (10) days after the
condemning authority shall have taken possession) terminate this Lease as of
the date the condemning authority takes such possession.  If Lessee does not
terminate this Lease in accordance with the foregoing, this Lease shall
remain in fun force and effect as to the portion of the Premises remaining,
except that the Base Rent shall be reduced in proportion to the reduction in
utility of the Premises caused by such Condemnation. Condemnation awards
and/or payments shall be the property of Lessor, whether such award shall be
made as compensation for diminution in value of the leasehold, the value of
the part taken, or for severance damages provided, however, that Lessee shall
be entitled to any compensation for Lessee's relocation expenses, loss of
business goodwill and/or Trade Fixtures without regard to whether or not this
Lease is terminated pursuant to the provisions of this Paragraph.  All
Alterations and Utility Installations made to the Premises by Lessee, for
purposes of Condemnation only, shall be considered the property of the Lessee
and Lessee shall be enabled to any and all compensation which is payable
therefor.  In the event that this Lease is not terminated by reason of the
Condemnation, a Lessor shall repair any damage to the Premises caused by such
Condemnation.

15.  BROKERS' FEE.

            15.1  OMITTED.

            15.2  ASSUMPTION OF OBLIGATIONS.  Any buyer or transferee of
Lessor's interest in this Lease shall be deemed to have assumed Lessor's
obligation hereunder. Each Broker shall be a third party beneficiary of the
provisions of Paragraphs 1,10, 15, 22 and 31.  If Lessor fails to pay to a
Broker any amounts due as and for commissions pertaining to this Lease when
due, then such amounts shall accrue interest.  In addition, if Lessor fails
to pay any amounts to Lessee's Broker when due, Lessee's Broker may send
written notice to Lessor and Lessee of such failure and if Lessor fails to
pay such amounts within ten (10) days after said notice Lessee shall pay said
monies to its Broker and offset such amounts against Rent.  In addition,
Lessee's Broker shall be deemed to be a third party beneficiary of any
commission agreement entered into by and for between Lessor and Lessor's
Broker

            15.3  REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS.
Lessee and Lessor each represent and warrant to the other that it has had no
dealings with any person, firm, broker or finder (other than the Brokers, if
any) in connection with this Lease, and that no one other than said named
Brokers is entitled to any commission or finders fee in connection herewith.
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold
the other harmless from and against liability for compensation or charges
which may be claimed by any such unnamed broker, finder or other similar
party by reason of any dealings or actions of the Indemnifying Party,
including any costs, expenses, and/or attorneys' fees reasonably incurred
with respect thereto.

16.  ESTOPPEL CERTIFICATES.

              (a) Each Party (as "RESPONDING PARTY") shall within ten (10)
days after written notice from the other Party (the "REQUESTING PARTY")
execute, acknowledge and deliver to the Requesting Party a statement in
written form similar to the then most current "ESTOPPEL CERTIFICATE" form
published by the American Industrial Real Estate Association, plus such
additional information, confirmation and/or statements as may be Reasonably
Requested by the Requesting Party.



<PAGE>

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

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

17.  DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises or,
if this is a sublease, of the Lessee's interest in the prior lease.  In the
event of a transfer of Lessor's title or interest in the Premises or this
Lease, Lessor shall deliver to the Transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor.  Except as provided in
Paragraph 15, upon such transfer or assignment and delivery of the Security
Deposit, as aforesaid, the prior Lessor shall be relieved of all liability
with respect to the obligations and for covenants under this Lease thereafter
to he performed by the Lessor. Subject to the following, the obligations
and/or covenants in this Lease to be performed by the Lessor shall be binding
only upon the Lessor as hereinabove defined. Notwithstanding the above, and
subject to the provisions of Paragraph 20 below, the original Lessor under
this Lease, and all subsequent holders of the Lessor's interest in this Lease
shall remain liable and responsible with regard to the potential duties and
liabilities of Lessor pertaining to Hazardous Substances as outlined in
Paragraph 6 above.

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

l9.  DAYS.  Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20.  LIMITATION ON LIABILITY.  Subject to the provisions of Paragraph 17
above, the obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor, the individual partners of Lessor or its or
their individual parties, directors, officers or shareholders, and Lessee
shall look to the Premises, and to no other assets of Lessor, for the
satisfaction of any liability of Lessor with respect to this Lease, and shall
not seek recourse against the individual partners of Lessor, or its
individual partners, directors, officers or shareholders, or any of their
personal assets for such satisfaction.

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

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein,
and no other prior or contemporaneous agreement or understanding shall be
effective.  Lessor and Lessee each represents and warrants to the Brokers
that it has made, and is relying solely upon its own investigation as to the
nature, quality, character and financial responsibility of the other Party to
this Lease and as to the nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party.  The liability (including Court
costs and fees) of any Broker with respect to negotiation, execution,
delivery or performance by either Lessor or Lessee under this Lease or any
amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Lease; provided,



<PAGE>

however, that the foregoing limitation on each broker's liability shall not
be applicable to any gross negligence or willful  misconduct of such Broker.

23.  NOTICES.

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

            23.2 DATE OF NOTICE. Any notice sent by registered or certified
mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark
thereon.  If sent by regular mail the notice shall be deemed given
forty-eight (48) hours after the same is addressed as required herein and
mailed with postage prepaid.  Notice delivered by the United States Express
Mail or overnight courier that guarantee next day delivery shall be deemed
given twenty-four (24) hours after delivery of the same to the Postal Service
or courier.  Notices transmitted by facsimile transmission or similar means
shall be deemed delivered upon telephone confirmation of receipt, provided a
copy is also delivered via deliver or mail.  If notice is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next
business day.

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

25.  RECORDING. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes.  The Party requesting recordation shall be
responsible for payment of any fees applicable thereto.

26.  NO RIGHT TO HOLDOVER.  Lessee has no fight to retain possession of the
Premises or any part thereof beyond the expiration or termination of this
Lease. In the event that Lessee holds over, then the Base Rent shall be
increased to one hundred twenty percent (120%) of the Base Rent applicable
during the month immediately preceding the expiration or termination.
Nothing contained herein shall be construed as consent by Lessor to any
holding over by Lessee.

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

28.  COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of
this Lease to be observed or performed by Lessee are both covenants and
conditions.  In construing this Lease, all headings and Titles are for the
convenience of



<PAGE>

the Parties only and shall not be considered a pad of this Lease. Whenever
required by the context the singular shall include the plural and vice versa.
This Lease shall not be construed as if prepared by one of the Parties, but
rather according to its fair meaning as a whole, as if both Parties had
prepared it.

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

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

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

            30.2 ATTORNMENT. Subject to the non-disturbance provisions of
Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who
acquires ownership of the Premises by reason of a foreclosure of a Security
Device, and that in the event of such foreclosure, such new owner shall not:
(i) be liable for any act or omission of any prior Lessor or with respect to
events occurring prior to acquisition of ownership; (ii) be subject to any
offsets or defenses which Lessee might have against any prior Lessor; or
(iii) be bound by prepayment of money of more than one (1) month's rent.

            30.3 NON-DISTURBANCE. With respect to Security Devices entered
into by Lessor after the execution of this Lease, Lessee's subordination of
this Lease shall be subject to receiving a commercially reasonable non
disturbance agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender which
Non-Disturbance Agreement provides that Lessee's possession of the Premises,
and this Lease, including any options to extend the term hereof will not be
disturbed so long as Lessee  is not in Breach hereof and attorns to the
record owner of the Premises.  Further, within sixty (60) days after the
execution of this Lease, Lessor shall use its commercially reasonable efforts
to obtain a Non-Disturbance Agreement from the holder of any pre-existing
Security Device which is secured by the Premises. In the event that Lessor is
unable to provide the Non-Disturbance Agreement within said sixty (60) days,
then Lessee may, at Lessee's option, directly contact Lessor's lender and
attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement.

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

31.  ATTORNEY'S FEES. If any Party or Broker brings an action or proceeding
involving the Premises to enforce the terms hereof or to declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such
Proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term "PREVAILING PARTY" SHALL include, without
limitation, a Party or Broker who substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, settlement, judgment, or
the abandonment by the other Party or Broker of its claim or defense. The
attorneys' fees award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully



<PAGE>

reimburse attorneys' fees reasonably incurred.  In addition, Lessor shall be
entitled to attorneys' fees, costs and expenses incurred in the preparation
and service of notices of Default and consultations in connection therewith,
whether or not a legal action is subsequently commenced in connection with
such Default or resulting Breach.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing same
to prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to this Premises as Lessor may deem
necessary.  All such activities shall be without abatement of rent or
liability to Lessee. Lessor may at any time place on the ordinary premises
any ordinary "For Sale" signs.  Lessor may during the last six (6) months
of the term hereof place on the Premises any ordinary "FOR LEASE"  signs.
Lessee may at any time place on or about the Premises any ordinary "FOR
SUBLEASE"  sign.

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

34.  SIGNS. Except for ordinary "For Sublease"  signs, Lessee shall not place
any sign upon the Premises without Lessor's prior written consent. All signs
must comply with all Applicable Requirements.

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

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

37.  GUARANTOR.

            37.1 EXECUTION. The Guarantor, if any, shall each execute a
guaranty in the form most recently published by the American Industrial Real
Estate Association and each such Guarantor shall have the same obligations as
Lessee under this Lease.



<PAGE>

            37.2 DEFAULT. It shall constitute a Default of the Lessee if any
Guarantor fails or refuses, upon request to provide: (a) evidence of the
execution of the guaranty including the authority of the party signing on
Guarantor's behalf  to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its Board of Directors
authorizing the making of such guaranty, (b) current financial statements,
(c) a Estoppel Certificate, or (d) written confirmation that the guaranty is
still in effect.

38.  QUIET POSSESSION. Subject to payment by Lessee of the Rent and
performance of all of the covenants, conditions and provisions on Lessee's
part to be observed and performed under this Lease, Lessee shall have quiet
possession and quiet enjoyment of the Premises during the term hereof.

39.  OPTIONS.

            39.1 DEFINITION. "OPTION" shall mean: (a) the right to extend
the term of or renew this Lease or to extend or renew any lease that Lessee
has on other property of Lessor; (b) the right of first refusal or first
offer to lease either the Premises or other property of Lessor; (c) the right
to purchase or the right of first refusal to purchase the Premises or other
Property of Lessor.

            39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE. Each Option granted to
Lessee in this Lease is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only
while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with Lessee certifying that Lessee has no intention of
thereafter assigning or subletting.

            39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple
options to extend or renew this Lease, a later Option cannot be exercised
unless the prior options have been validly exercised.

            39.4 EFFECT OF DEFAULT ON OPTIONS.

              (a) Lessee shall have no right to exercise an Option: (i)
during the period commencing with the giving of any notice of Default and
continuing until said Default is cured, (ii) during the period of time any
Rent is unpaid (without regard to whether notice thereof is given Lessee),
(iii) during the time Lessee is in Breach of this Lease, or (iv) in the event
that Lessee has been given three (3) or more notices of separate Default,
whether or not the Defaults are cured, during the twelve (12) month period
immediately preceding the exercise of the Option.

              (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise
an Option because of the provisions of Paragraph 39.4(a).

              (c) An Option shall terminate and be of no further force or
effect, notwithstanding Lessee's due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term, (i)
Lessee fails to pay Rent for a period of thirty (30) days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), (ii)
Lessor gives to Lessee three (3) or more notices of separate Default during
any twelve (12) month period, whether or not the Defaults are cured, or (iii)
if Lessee commits a Breach of this Lease.

40.  MULTIPLE BUILDINGS. If the Premises are a part of a group of buildings
controlled by Lessor, Lessee agrees that it will observe all reasonable rules
and regulations which Lessor may make from time to time for the management,
safety, and care of said properties, including the care and cleanliness of
the grounds and including the parking, loading and unloading of vehicles, and
that Lessee will pay its fair shares of common expenses incurred in
connection therewith.

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



<PAGE>

42.  RESERVATIONS. Lessor reserves to itself the right, from time to time, to
grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of
parcel maps and restrictions, so long as such easement rights, dedications,
maps and restrictions do not unreasonably interfere with the use of the
Premises by Lessee.  Lessee agrees to sign any documents reasonably requested
by Lessor to effectuate any such easement rights, dedication, map or
restrictions.

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

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

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

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

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

48.  MULTIPLE PARTIES. If more than one person or entity is named herein as
either Lessor or Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.

49.  MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the
Mediation and/or the Arbitration of all disputes between the Parties and/or
Brokers arising out of this Lease __IS __ IS NOT attached to this Lease.


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

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



<PAGE>

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

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


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


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

Executed : U.S. Real Estate Consortium  Executed : En Pointe Technologies, Inc.
          ----------------------------             -----------------------------
on: June 7, 1999                        on: June 7, 1999
    ----------------------------------      ------------------------------------

By LESSOR:                              By LESSEE:
   Javed A. Nawaz                               Jacob J. Stettin
                                                 General Counsel
------------------------                ------------------------
                             To be prorated from close of escrow
----------------------------------------------------------------
Title:
      ------------------
Telephone: (___)
Facsimile: (___)

Telephone: (___)
Facsimile: (___)
Federal ID No. ###-##-####              Federal ID No. 75-2467002



<PAGE>

ADDENDUM A



     To that certain Standard Industrial/Commercial Single Tenant Lease-Net
(the "Lease"), by and between U.S. Real Estate Consortium, as Lessor, and En
Pointe Technologies, Inc., as Lessee, dated May      , 1999, for that certain
real property commonly known as 1040 Vintage Avenue, Ontario, California,
attached hereto and made a part of for all purposes.

1.   Section 1.3 provides for a fifteen (15) year lease term commencing on the
     date provided for on Page 1 shall also contain and provide for Termination
     Options granted to Lessee.  Lessee shall have two (2) Termination Options
     during the original fifteen (15) day term upon nine (9) months prior
     written notice to Lessor effective (a) at the end of the seventh (7)th year
     and (b) at the end of the tenth (10th) year of the original lease term.
     Such Termination Options shall be Lessee's sole discretion and at no cost
     to Lessee.

2.   Section 1.3 shall also provide for two (2) renewal options at Lessee's sole
     discretion.  The first renewal option shall be for a period of five
     (years).  The second renewal option shall follow the first renewal period
     and shall be for a period of ten (10) years.  Both options may be exercised
     subject to the nine (9) months prior written notice to Lessor.  All other
     terms of the Lease shall apply excepting Base Rent.  The Renewal Term Base
     Rent shall be adjusted to a Market Rate, defined as the market rent at the
     time of the renewal notice for comparable properties within a five (5) mile
     radius of the Premises finished out and used for comparable purposes to
     1040 Vintage Avenue.  The market rate shall be determined by the Lessor
     after a market survey is performed by qualified real estate professionals
     at Lessor expense and such rate shall be submitted to the Lessee for
     approval not later than the date which is sixty (60) days prior to the end
     of the first renewal period.  The parties shall agree on such rental rate
     thirty (30) days prior to the renewal term commencement.  Any dispute that
     cannot be resolved by the parties will be submitted for binding arbitration
     as provided for in California.

     The Renewal Term Rent shall in no event be less than the final year of the
     Base Lease Term, or in the case of the second renewal, not less than the
     rent paid during the final year of the first renewal period.

3.   The subject lease is a Triple Net lease with Lessee responsible for
     payments of all property taxes, insurance and common area/maintenance
     charges.

4.   Lessee is responsible for all approvals and permits from all governmental
     agencies or departments which have or may have jurisdiction over the
     property which are necessary in connection with its intended use of



<PAGE>

     the property, including, but not limited to, permits and approvals required
     with respect to zoning, fire, police, handicapped access transportation and
     environmental matters.

5.   Section 12.1(a) shall also provide that in the event that Lessee is subject
     to bankruptcy or insolvency proceedings and cannot make lease payments to
     Lessor for a thirty (30) day period, Lessee agrees to assign any future
     lease payments and any and all other payments that Lessee may be receiving,
     or may be entitled to receive from subletting all or any part of Lessee's
     interest in this lease or in the premises, to the Lessor, Upon curing of
     default in payments, the assignment will revert to the Lessee from the
     Lessor.

6.   Section 1.5 shall hereby provide for the following Base Rent amounts:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------
         PERIOD              MONTHLY RENT                ANNUAL RENT
------------------------------------------------------------------------------
<S>                          <C>                         <C>
        Year One              $45,360.00                 $544,320.00
------------------------------------------------------------------------------
        Year Two              $46,720.80                 $560,649.60
------------------------------------------------------------------------------
       Year Three             $48,122.42                 $577,469.09
------------------------------------------------------------------------------
        Year Four             $49,566.10                 $594,793.16
------------------------------------------------------------------------------
        Year Five             $51,053.08                 $612,636.96
------------------------------------------------------------------------------
        Year Six              $52,584.67                 $631,016.06
------------------------------------------------------------------------------
       Year Seven             $54,162.21                 $649,946.55
------------------------------------------------------------------------------
       Year Eight             $55,787.08                 $669,444.94
------------------------------------------------------------------------------
        Year Nine             $57,460.69                 $689,628.29
------------------------------------------------------------------------------
        Year Ten              $59,184.51                 $710,214.14
------------------------------------------------------------------------------
       Year Eleven            $60,960.06                 $731,520.56
------------------------------------------------------------------------------
       Year Twelve            $62,788.85                 $753,466.18
------------------------------------------------------------------------------
      Year Thirteen           $64,672.51                 $776,070.17
------------------------------------------------------------------------------
      Year Fourteen           $66,612.69                 $799,352.27
------------------------------------------------------------------------------
      Year Fifteen            $68,611.07                 $823,332.84
------------------------------------------------------------------------------
</TABLE>


<PAGE>

7.   Section 13(a) is deleted in its entirety and replaced with the following:

     (1)  The abandonment of the Premises combined with a material monetary
          default without providing a commercially reasonable level of security
          to prevent or minimize potential vandalism.

     IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease
Addendum as of the date written above.



<PAGE>

          LESSOR                             LESSEE
          ------                             ------


U.S. Real Estate Consortium         En Pointe Technologies, Inc.

By:                                 By:
   -------------------------           -------------------------
Name:                               Name:
     -----------------------             -----------------------
Print Name:                         Print Name:
           -----------------                   -----------------