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                                                                EXHIBIT 10.17


                                       LEASE

     THIS LEASE is made and entered into this 15 day of September, 1995 by and
between JOHN E. COLYER and SUZANNE J. COLYER, CO-TRUSTEES OF THE COLYER
REVOCABLE LIVING TRUST DATED JULY 5, 1978, herein "Landlord", and TCS
Mortgage, Inc., herein "Tenant".

                                     WITNESSETH:

     Landlord, for and in consideration of the agreements contained in this
Lease, does hereby lease to Tenant, and Tenant hereby leases from Landlord,
that certain commercial space located at 1000 Caughlin Crossing, Suite/Space
No. 20, consisting of approximately 674 gross leasable square feet, Reno,
Nevada, known as Caughlin Crossing Convenience Center, herein "the Leased
Premises". The Lease Premises are a portion of a building, herein "the
building", constructed at 1000 Caughlin Crossing, herein "the property".

     The data set forth in (A) through (F) below is subject to the main body
of the Lease in general and to those paragraphs of the Lease pertaining to
the subject matter in particular.

     SUMMARY OF BASIC TERMS:

     (A)  TERM: Initial 12 month term with 2 one year renewal options

     (B)  INITIAL MINIMUM MONTHLY RENT: $876

     (C)  INITIAL MONTHLY IMPOUND FOR COMMON AREA MAINTENANCE: $102.53

     (D)  INITIAL MONTHLY IMPOUND FOR TAXES: $53.52

     (E)  NAME OF BUSINESS: TCS Mortgage

     (F)  BUSINESS USE: Mortgage Brokerage

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   THIS LEASE IS MADE UPON THE FOLLOWING TERMS, COVENANTS AND CONDITIONS,
TO WHICH THE PARTIES EXPRESSLY AGREE:

   1. PREMISES.

      1.1. LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, the Leased Premises, together with those
appurtenances specifically granted in this Lease.

      1.2. INGRESS AND EGRESS. Tenant shall have full and unimpaired access to
the Leased Premises and to the common area at all times including access by
non-exclusive easements of record, if any.

      1.3. COMMON AREA.

           1.3.1. COMMON AREA DEFINED. The term "common area" means all areas
of facilities outside the Leased Premises and within the exterior boundaries
of the property that are provided and designated by Landlord from time to
time for the general use and convenience of Tenant and of other tenants of
the property. Common areas include, without limitation, pedestrian walkways,
stairways, elevator, hallways, storage areas, mechanical areas, public
restrooms, sidewalks, landscaped grounds, parking areas, loading areas,
roads, and other areas of the building and property not specifically leased,
or available to be leased, to another tenant.

           1.3.2. TENANT'S RIGHT TO USE. Landlord gives to Tenant and its
authorized representatives and invitees the non-exclusive right to use the
common area, with others who are entitled to use the common area, subject to
Landlord's designation, management and maintenance of the common area.

           1.3.3. LANDLORD'S MAINTENANCE AND MANAGEMENT OF COMMON AREA.
Landlord shall maintain the common area in good condition at all times.
Landlord shall have the right to:

                  (i) Establish and enforce reasonable rules and regulations
applicable to all tenants concerning the maintenance, management, use and
operation of the common area. Landlord reserves the right to promulgate such
reasonable rules and regulations relating to the use of the common area, and
any part or parts thereof, as Landlord may deem appropriate and for the best
interest of the property. Tenant and Tenant's employees and invitees shall
faithfully observe and comply with any reasonable rules and regulations
governing the property as may from time to time be established by Landlord or
any entity or organization having jurisdiction over the property upon
delivery of a copy of them to Tenant. The rules and regulations may be
amended by

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Landlord or from time to time, with or without advance notice, and all
amendments shall be effective upon delivery of a copy of them to Tenant.

                  (ii) Close any of the common area to whatever extent
required in the opinion of Landlord's counsel to prevent a dedication of any
of the common area or the accrual of any rights of any person or of the
public to the common area.

                  (iii) Close temporarily any of the common area for
maintenance purposes.

                  (iv) Make changes to the common area including, without
limitation, changes in the location of driveways, vehicular parking spaces,
parking area, or the direction of the flow of traffic and changes in the size
and nature of the common area.

                  (v) Select a person or company to maintain and operate any
of the common area if at any time Landlord determines that the best interests
of the property will be served by having any of the common areas maintained
and operated by that person or company. Landlord shall have the right to
negotiate and enter into a contract with that person on such terms and
conditions and for such period of times as Landlord deems reasonable and
proper both as to service and as to cost.

           1.3.4. TENANT'S SHARE OF COMMON AREA COSTS. Beginning at the time
Tenant's obligation to pay rent commences, Tenant shall pay to Landlord its
share of the total cost of maintaining the common area. Tenant's share of the
common area costs shall be the ratio of the total common area costs that the
total number of square feet of the Leased Premises bears to the total number
of leasable square feet in the property.

           1.3.5. PAYMENT OF TENANT'S SHARE OF COMMON AREA COSTS. With each
payment of monthly rent, Tenant shall pay to Landlord the amount set forth
the paragraph entitled "Summary of Basic Terms" as an impound toward Tenant's
share of the common area maintenance costs. The amount of such impound is an
estimate only of Tenant's actual obligation. The actual obligation for common
area maintenance costs shall be determined and computed by Landlord not less
often than annually, and at the time each such computation is made, Landlord
and Tenant shall adjust for any difference between the impounded estimated
amounts and Tenant's computed actual share. Also, at the time of each
computation, Landlord may revise the monthly impound for common area
maintenance by written notification to Tenant.

   2. TERMS

      2.1. INITIAL TERM. The initial term of this Lease shall

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commence on October 1, 1995, and end at midnight on September 30, 1996,
unless renewed or continued pursuant to the provisions hereof, and provided
that Tenant shall not be in default hereunder.

      2.2.  OPTION TO EXTEND TERM.  Tenant is given the option to extend the
term on all the provisions contained in this Lease, except for rent. Such
extension shall be for a further term of one year with an additional option
to extend for one additional year. Tenant shall exercise such option, if at
all, by giving notice of exercise of the option ("option notice") to
Landlord at least three (3) months but no more than one (1) year before the
expiration of the initial term. Provided that, if Tenant is in default on the
date of giving the option notice, the option notice shall be totally
ineffective, or if tenant is in default on the date the extended term is to
commence, the extended term shall not commence and this Lease shall expire at
the end of the initial term. Tenant shall have no other right to extend the
term beyond the term or the extended term.

      2.3  ADJUSTED RENT FOR EXTENDED TERM.  Rent for the extended term shall
be determined as provided in Section 3.1, below.

   3. RENT.

      3.1  MINIMUM MONTHLY RENT.  Tenant shall pay to Landlord as minimum
monthly rent for the first twelve (12) months of the term, without deduction,
setoff, prior notice, or demand, the sum of Eight Hundred Seventy Six and
no/100 ($876.00) DOLLARS per month, in advance, on or before the first day of
each and every month commencing with the first month of the initial term and
continuing on the first day of each and every month thereafter during the
first year of the term. At the commencement of the second year of the term
(the anniversary date of the commencement of the term), and annually
thereafter during the term, including any extensions or renewals of the
term, the minimum monthly rent payable during the ensuing lease year shall be
an amount equal to 105% of the minimum monthly rent in effect for the prior
year of the term (without regard to any temporary abatement of rent then in
effect pursuant to any provision of this Lease).

      If Tenant's obligation to pay rent commences other than on the first
day of a calendar month, the first month's minimum rent shall be prorated
based on a thirty-day month and paid at the commencement of obligation to pay
rent.

      Tenant shall make rental and other payments to Landlord in lawful money
of the United States; provided, if any such payment made by check, draft or
money order is returned to Landlord due to non-sufficient funds, or
otherwise, Landlord shall have the right


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to require Tenant to make all subsequent payments in cash, or by cashier's or
certified check.

      Tenant's timely payment of rent and other charges provided in this
Lease is an unconditional obligation of Tenant, and one on which Landlord is
relying in order to meet the financial obligations of the property. Tenant's
obligation to pay shall be continuous throughout the term of this Lease, even
during the pendency of any dispute resolution process which may arise during
the term hereof.

      All rent shall be paid to Landlord at the address to which notices to
Landlord are to be given pursuant to Paragraph 18.4 of this Lease.

      3.2. LATE PAYMENT CHARGE AND INTEREST.  Any payment due and not paid to
Landlord within fifteen (15) days after it is due shall be subject to a late
payment charge equal to five percent (5.0%) of the total payment due. In
addition, any sums not paid within thirty (30) days from the due date shall
accrue interest at the rate of 1.8% per month (APR of 21.6%), or the maximum
rate allowed by law, whichever is less, until paid in full.

      3.3  "RENT" DEFINED.  The term "rent" as used in this Lease shall be
deemed to be and mean the minimum monthly rent, additional rent, rental
adjustments, tenant reimbursement and any other sums, however designated,
required to be paid by Tenant under this Lease.

      3.4  LIEN FOR SUMS DUE.  Tenant grants Landlord a security interest
("lien") as described in this Paragraph 3.4 and authorizes Landlord to file
all necessary documents, including UCC-ls, to perfect the lien. Tenant agrees
such filing may be done before or after execution of this Lease or occupancy
of the Leased Premises by Tenant. All money and other sums which become due
to Landlord by reason of any provision of this Lease are and shall always be
a valid and first lien upon the personal property, improvements and fixtures
of Tenant in the Leased Premises, (including, without limitation, any
insurance proceeds payable to Tenant), and upon all of the interest of Tenant
in this Lease, and such lien will have priority over any mortgage on the
property which Landlord may execute, and to any lien caused or permitted by
Tenant, with the sole exception of a properly perfected purchase money
security interest. Landlord may subordinate its lien to the lien of financing
proposed by Tenant. Landlord's consent to subordinate shall not be withheld
unreasonably. Landlord may require from Tenant in return for Landlord's
consent to subordinate, such further assurances and security as Landlord
deems reasonably necessary to maintain a level of security equivalent to its
position prior to Tenant's request to subordinate.


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   4. SECURITY DEPOSIT.

      4.1. On execution of this Lease, or on such other date as Landlord may
specify, Tenant shall deposit with Landlord the sum of One Thousand
($1,000.00) DOLLARS as a security deposit for the full and faithful
performance by Tenant of the provisions of this Lease. If Tenant is in
default, Landlord can use the security deposit, or any portion of it, to cure
the default or to reduce other charges or claims Landlord may have against
Tenant as a result of any default. Tenant shall immediately on-demand pay to
Landlord a sum equal to the portion of the security deposit expended or
applied by Landlord as provided in this paragraph so as to maintain the
security deposit in the sum initially deposited with Landlord. If Tenant is
not in default at the expiration or termination of this Lease, Landlord shall
return the security deposit to Tenant. Landlord shall not be required to pay
Tenant interest on the security deposit.

   In the event of bankruptcy or other debtor/creditor proceedings against
Tenant, such security deposit shall be offset against any unpaid rent and
other charges due Landlord.

   If for any reason this Lease is terminated prior to the commencement of
the term, other than for the non-performance of Landlord, in addition to any
rights it may have, Landlord may retain the security deposit.


   5. TAXES AND ASSESSMENTS.

      5.1. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all
taxes, assessments, license fees, and other charges ("taxes") that are levied
and assessed against Tenant's personal property installed or located in or on
the Leased Premises, and that become payable during the term. On demand by
Landlord, Tenant shall furnish Landlord with satisfactory evidence of such
payments.

      5.2. REAL PROPERTY TAXES. Tenant shall pay as additional rent, at the
times and in the manner set forth below, Tenant's proportionate share of all
taxes commonly called real estate taxes, levied on, or assessed against, the
property of which the Leased Premises as a part. Beginning at the time
Tenant's obligation to pay rent commences, Tenant shall pay to Landlord
monthly, with each payment of minimum monthly rent, the amount set forth in
the paragraph entitled "Summary of Basic Terms" as an impound toward its
share of taxes. The amount of such impound is an estimate only of Tenant's
actual obligation. The actual obligation for taxes shall be determined and
computed by Landlord not less often than annually and at the time each such
computation is made, Landlord and Tenant shall adjust for any difference
between impounded amounts and Tenant's actual share. Also, at the time of each
computation, Landlord may revise the monthly impound


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for taxes by written notice to Tenant. Tenant shall pay its share of taxes,
for both the Leased Premises and the common area, during each year of the
Lease term. Should the Lease term commence or expire at a time other than the
beginning or end of a taxable year, Tenant's obligation shall be prorated
appropriately. Landlord shall furnish such figures, computations and
information as Tenant may reasonably request for the purpose of verifying the
amounts charged to Tenant by Landlord.

   6. USE AND LIMITATION ON USE.

      6.1. USE. Tenant shall use the Leased Premises for the following
purposes and for no other use without Landlord's written consent: Mortgage
Banking. Tenant shall not use the Leased Premises or permit the Leased
Premises to be used for any other purpose or purposes except with the prior
written consent of Landlord. It is understood by Tenant that this Lease
contains no exclusive use rights in favor of Tenant.

      6.2. LIMITATIONS ON USE. Tenant's use of the property as provided in
this Lease shall be in accordance with the following:

         6.2.1. CANCELLATION OF INSURANCE; INCREASE IN INSURANCE RATES.
Tenant shall not do, bring, or keep anything in or about the property that
will cause a cancellation of any insurance covering the building. If the rate
of any insurance carried by Landlord is increased as a result of Tenant's
use, Tenant shall pay to Landlord, within ten (10) days before the date
Landlord is obligated to pay a premium on the insurance, or within ten (10)
days after Landlord delivers to Tenant a certified statement from Landlord's
insurance carrier stating that the rate increase was caused primarily by an
activity of Tenant on the property as permitted in this Lease, whichever date
is later, a sum equal to the difference between the original premium and the
increased premium.

         6.2.2. COMPLIANCE WITH LAWS. Tenant shall comply with all laws
concerning the property or Tenant's use of the property, including, without
limitation, the obligation at Tenant's cost to remodel and maintain the
Leased Premises in compliance and conformity with all laws relating to the
condition, use or occupancy of the Leased Premises during the term to the
extent Tenant is obligated to do so pursuant to Paragraph 8 herein.

         6.2.3. NUISANCE; WASTE. Tenant shall not use the Leased Premises in
any manner that will constitute waste, nuisance or unreasonable annoyance
(including, without limitation, the use of loudspeakers or sound or light
apparatus that can be heard or seen outside the Leased Premises) to other
tenants in the building. Tenant shall not conduct or permit to be conducted
any liquidation,

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garage, going-out-of-business sale, or any sale by auction, on the Leased
Premises, or sell or display merchandise outside the confines of the Leased
Premises or in the common areas without the written consent of Landlord.

         6.2.4  COVENANT OF CONTINUOUS OPERATION. Tenant shall continuously
use the Leased Premises for the uses specified in this lease during all usual
business hours and on all such days as comparable businesses in the area are
open for business.

   7.  FIXTURES AND ALTERATIONS.

      7.1.  TRADE FIXTURES.  The furniture, trade fixtures, business
equipment and other property placed in, on or about the Leased Premises by
Tenant shall remain the property of Tenant and may be removed on the
expiration or termination of this Lease or any renewal thereof, subject to
the lien of Landlord (Paragraph 3.4); provided, however, Tenant shall be
responsible for any damage caused by or during such removal. Further, Tenant
shall, during the term hereof, pay for and keep said fixtures and other
personal property situated within the Leased Premises insured against fire
and other comprehensive coverage and will indemnify Landlord and save
Landlord harmless from and against any and all claims, actions, damages,
liabilities and expenses in connection with said fixtures.

      7.2  ALTERATIONS.  Tenant shall have the right at Tenant's own expense,
subject to adequate protection against mechanic's and materialman's liens,
and subject to Landlord's rights hereunder, to make such alterations and
non-structural changes in the Leased Premises as may be required for Tenant's
business purposes. No work shall be commenced or carried on which will
structurally alter the building or damage or undermine its support or that of
its neighbors. All work to be performed by Tenant shall be constructed by
Tenant in a good and workmanlike manner and free of any liens for labor and
materials. Tenant agrees to indemnify Landlord and hold Landlord harmless
against any loss, liability, claim, damage or expense resulting from such
work. Further, all additions, improvements and alterations made by Tenant in
and upon the Leased Premises, including but not limited to all permanently
attached electrical fixtures, wiring, service leads and paneling installed by
Tenant in and upon the Leased Premises shall become and remain the property
of Landlord. Tenant shall be responsible for obtaining any and all agency
permits necessary to make any alteration. Tenant agrees that in the event
that Landlord so elects not less than ten (10) days before expiration of the
term, or within ten (10) days after termination of the term, Tenant will
remove any alterations that Tenant has made to the Leased Premises. In that
event, Tenant, at its cost, shall restore the Leased Premises to the
condition designated by Landlord in its election, before the last day of the
term, or within ten (10) days after notice of election is given, whichever is
later.

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         7.3  NOTICE OF NON-RESPONSIBILITY.  Tenant will not permit any labor
to be performed, or material to be furnished upon the Leased Premises within
the definition of the mechanic's lien laws without first giving Landlord at
least ten (10) days written notice of the proposed work and when it is to
commence, and without first obtaining Landlord's consent in writing to the
work. Landlord shall have the responsibility of filing any notice of
non-responsibility. Whether or not a notice of non-responsibility is filed,
Tenant agrees to and shall indemnify Landlord and hold Landlord harmless
against any loss, liability, claim, damage or expense resulting
from such work.

         7.4  MECHANIC'S LIENS.  Tenant shall pay all costs for alterations
done by it or caused to be done by it on the Leased Premises as permitted
in this Lease. Tenant shall keep the building, other improvements and land on
which the Leased Premises are situated free and clear of all mechanic's liens
resulting from construction done by or for Tenant. Tenant shall have the
right to contest the correctness of the validity of any lien filed because of
Tenant's work if, immediately on demand by Landlord, Tenant procures and
records a lien release bond issued by a corporation authorized to issue
surety bonds in the State of Nevada in such amount as required by law.

     8.  MAINTENANCE AND REPAIR.

         8.1  LANDLORD'S MAINTENANCE.  Landlord at its cost shall maintain,
in excellent condition, the structural parts of the building and other
improvements in which the Leased Premises are located, which structural parts
include only the foundations, bearing and exterior walls (excluding glass and
doors), subflooring, and roof (excluding skylights); the portions of the
electrical, plumbing and sewage systems lying outside the Leased Premises;
and window frames, gutters and downspouts on the building and other
improvements in which the Leased Premises are located.

         8.2  TENANT'S MAINTENANCE.  Tenant at its cost shall maintain, in
excellent condition, all portions of the Leased Premises including, without
limitation, all Tenant's personal property, signs, plate glass, show windows;
the heating, ventilation, and air-conditioning systems, and those portions
of the electrical, plumbing, sewage systems and drains lying within the
Leased Premises. Tenant shall keep the sidewalks and common areas adjacent to
the Leased Premises clean and free of all debris. During the term of this
Lease, Tenant shall keep in force a preventative maintenance contract with a
qualified mechanical contractor covering the heating and air conditioning
equipment and, upon request, shall provide Landlord with a copy of such
contract. At the expiration or earlier termination of the Lease term Landlord
will cause an inspection of the heating and air conditioning equipment in the
Leased Premises by Tenant's mechanical contractor, or if Tenant does not have
a service contract in force, by a

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contractor of Landlord's selection, and obtain a cost estimate to bring such
equipment to good working order if defects are noted, and Tenant agrees to
pay to Landlord on demand an amount equal to 75% of such total cost estimate,
which share shall be deemed to be Tenant's deferred repair obligation after
excepting fair wear and tear. Tenant shall be liable for any damage to the
building resulting from the acts or omissions of Tenant or its authorized
representatives, including the costs of any repair or maintenance to the
electrical, plumbing and sewage systems lying outside the Leased Premises if
caused by Tenant.

   9. UTILITIES.

      9.1. TENANT'S OBLIGATIONS. From the time it first enters the Leased
Premises for the purpose of making tenant improvements or setting fixtures,
or from the commencement of the term of this Lease, whichever date is
earlier, and throughout the term of this Lease, Tenant shall pay for all
public and other utilities and related services rendered or furnished to the
Leased Premises, including, but not limited to, water, hot water, gas,
electricity, telephone, heat, light, sewer, refuse or garbage collection or
disposal, and related connection charges or deposits.

      9.2. LANDLORD'S OBLIGATIONS. Landlord shall maintain the necessary
mains, fire line meters, conduits, wires and cables bringing utilities to the
Leased Premises, and the cost of such maintenance shall be treated as cost
under Paragraph 1.3 above. If Landlord should elect to supply utilities,
Tenant shall purchase its requirements for such utilities from Landlord.
Payment for any and all utilities used by Tenant and furnished by Landlord
shall be monthly and within ten (10) days of the presentation of bills by
Landlord to Tenant. Landlord may cut off and discontinue, without notice to
Tenant, such utilities whenever and during any period for which bills for the
service are not properly paid by Tenant.

      9.3. INTERRUPTED SERVICE. Landlord shall not be liable in damages,
consequential or otherwise, nor shall there be any rent abatement, arising
out of any interruption whatsoever in utility services which is due to fire,
accident, strike, governmental authority, acts of God, or other causes beyond
the reasonable control of Landlord and any temporary interruption in such
service which is necessary to the making of alterations, repairs or
improvements to the building or any part of it.

   10. INDEMNITY AND INSURANCE.

      10.1. EXCULPATION OF LANDLORD. Landlord shall not be liable to Tenant
for any damage to Tenant or Tenant's property from any cause, and Tenant
waives all claims against Landlord and its agents for damage to person or
property arising for any reason, except damages to Tenant resulting from the
acts or omissions of

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Landlord amounting to at least "gross negligence". Specifically, but without
limitation, Landlord shall not be liable for any damage to property of Tenant
or of others located on the Leased Premises, nor for the loss of or damage to
any property of Tenant or others by theft or otherwise, nor shall Landlord be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling materials, steam, gas, electricity, water, rain, snow,
ice, or leaks from any parts of the property or from the pipes, plumbing
works, electrical system, or from the roof, street, subsurface or from any
other place or from any other cause whatsoever in nature. Landlord shall not
be liable for any such damages caused by other tenants or persons in the
Leased Premises, occupants of property adjacent to the building or the
public, or caused by operation and construction of any public or quasi-public
work.

      10.2. HOLD HARMLESS. Tenant will indemnify Landlord and save it
harmless from and against all claims, actions, damages, liabilities and
expenses in connection with the loss of life, personal injury and/or damage
to property arising from or out of any occurrence in, upon or at the Leased
Premises, or any occupancy or use by Tenant of the Leased Premises or any
part thereof, or occasioned in whole or in part by any act or omission of
Tenant, his agents, employees, contractors, sublessees or licensees. This
indemnity to hold harmless shall also apply in connection with all claims,
causes of action, damages, liabilities, expenses and judgments arising out of
the use of the common areas in the event they are the result, in whole or in
part, of the carelessness and neglect of Tenant, its agents, employees,
contractors, sublessees or licensees, except claims, causes of action and
judgments resulting from Landlord's sole negligence.

      10.3. LIABILITY INSURANCE.

         10.3.1. LANDLORD'S INSURANCE. Landlord shall provide an all risk
policy covering the building, appurtenant structures, including common areas,
and a general liability policy. Landlord shall provide insurance covering the
risk of rental income loss in an amount equal to twelve (12) months of rental
income. Any additional loss of rental income insurance may be obtained by
Tenant at its sole cost. Tenant shall pay its prorata share of the cost of
such insurance.

         10.3.2. TENANT'S LIABILITY INSURANCE. Upon the commencement of the
term, Tenant will take out and will at all times maintain in full force and
effect, a standard owner, landlord and tenant policy of public liability
insurance insuring the respective parties as their interests may appear, with
limits in at least the following amounts per person, $1,000,000.00; per
occurrence, $1,000,000.00; property damage, $100,000.00. The limit of any
such insurance shall not, however, limit the liability of Tenant hereunder.
Certificates evidencing such coverage and providing that the insurance may
not be cancelled without thirty

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(30) days prior written notice to Landlord shall be delivered to Landlord
prior to Tenant's opening for business. If Tenant shall default in the
performance of this paragraph, Landlord may, at its option, procure such
insurance and for premiums for such insurance such sums of money as the
Landlord may deem necessary, and Tenant shall reimburse Landlord, immediately
on demand, for all amounts expended, plus interest at the rate specified in
Paragraph 3.2 from the date of the expenditure. Failure to make such
reimbursement shall carry the same consequences as a failure to pay rent.

         10.3.3.  TENANT'S FIRE INSURANCE.  Tenant at its cost shall maintain
on all its personal property, trade fixtures, tenant's improvements and
alterations in, on, or about the Leased Premises, a policy of standard fire
and extended coverage insurance, with vandalism and malicious mischief
endorsements, to the extent of at least 100% of the replacement value. The
insurance policy shall be issued in the names of Landlord, Tenant, and
Landlord's lender, if any, as their interests appear. The policy shall
provide that any proceeds shall be made payable as provided in Paragraph 11.
The sole exception to this provision is that insurance proceeds for Tenant's
personal property and trade fixtures may be made payable to Tenant, subject,
however, to the lien set forth in Paragraph 3.4, above.

         10.3.4  GROUP PROTECTION.  If all insurance required by this Lease
can be obtained more economically as a package, Landlord and Tenant agree to
cooperate in placing all insurance with the same agent or carrier. In such
event, at Landlord's option, Landlord may pay all premiums for such
insurance, and each tenant shall pay his prorata share of the total premiums,
monthly along with payments of monthly rent. Any special risks or special
insurance for Tenant shall be at Tenant's sole cost.

   11.  DESTRUCTION.

      11.1  DESTRUCTION DUE TO RISK COVERED BY INSURANCE.  If during the term
the premises or the building and other improvements in which the Leased
Premises are located are totally or partially destroyed from a risk fully
covered by the insurance described in Paragraph 10 rendering the Leased
Premises totally or partially inaccessible or unusable, Landlord at its
election may restore the Leased Premises or the building and other
improvements in which the Leased Premises are located to substantially the
same condition as they were in immediately before destruction within nine (9)
months from the date of destruction. Provided, that this time shall be
extended if Landlord is proceeding diligently to restore the premises and if
restoration is prevented by a cause beyond Landlord's reasonable control.
Such destruction shall not terminate this Lease unless Landlord gives written
notice thereof to Tenant. If the existing laws do not permit the restoration,
either party can terminate this Lease immediately by giving notice


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<PAGE>

to the other party.

         11.1.1.  If the cost of the restoration exceeds the amount of the
proceeds received from the insurance required under Paragraph 10, Landlord
can elect to terminate this Lease by giving notice to Tenant within fifteen
(15) days after determining that the restoration cost will exceed the
insurance proceeds. In the case of destruction to the Leased Premises only,
if Landlord elects to terminate this Lease, Tenant, within fifteen (15) days
after receiving Landlord's notice to terminate, can elect to pay to Landlord,
at the time Tenant notifies Landlord of its election, the difference between
the amount of insurance proceeds and the cost of restoration, in which case
Landlord shall restore the Leased Premises. Landlord shall give Tenant
satisfactory evidence that all sums contributed by Tenant as provided in this
paragraph have been expended by Landlord in paying the cost of restoration.

         11.1.2.  If Landlord elects to terminate this Lease and Tenant does
not elect to contribute toward the cost of restoration as provided in this
paragraph, this Lease shall terminate.

      11.2  DESTRUCTION DUE TO RISK NOT COVERED BY INSURANCE.  If, during the
term, the Leased Premises or the building and other improvements in which the
Leased Premises are located are totally or partially destroyed from a risk
not fully covered by the insurance described in Paragraph 10, rendering the
Lease Premises totally or partially inaccessible or unusable, Landlord at its
election may, subject to Paragraph 11.2.1. below, restore the Leased Premises
or the building and other improvements in which the Leased Premises are
located to substantially the same condition as they were in immediately
before destruction. Such destruction shall not terminate this Lease unless
Landlord gives written notice thereof to Tenant. If the existing laws do not
permit restoration, either party can terminate this Lease immediately by
giving notice to the other party.

         11.2.1.  If the cost of restoration exceeds five percent (5%) of the
then replacement value of the Leased Premises or the building and other
improvements in which the Leased Premises are located that are destroyed,
Landlord can elect to terminate this Lease by giving notice to Tenant within
fifteen (15) days after determining the restoration cost and replacement
value.

         11.2.2.  In the case of destruction to the Leased Premises only, if
Landlord elects to terminate this Lease, Tenant, within fifteen (15) days
after receiving Landlord's notice to terminate, can elect to pay to Landlord,
at the time Tenant notifies Landlord of its election, the difference between
five percent (5%) of the then replacement value of the Leased Premises and
the actual cost of restoration, in which case Landlord shall restore the
Leased Premises. Landlord shall give Tenant

                                      13



<PAGE>

satisfactory evidence that all sums contributed by Tenant as provided in this
paragraph have been expended by Landlord in paying the cost of restoration.

          11.2.3.  If Landlord elects to terminate this Lease and Tenant does
not elect to perform the restoration or contribute toward the cost of
restoration as provided in this paragraph, this Lease shall terminate.

         11.3.  DESTRUCTION WITHIN SIX MONTHS OF TERM END.  In the event that
the building or the Leased Premises is totally destroyed within six (6)
months of the date the term of this Lease expires, then Landlord, in its sole
discretion, may elect not to reconstruct.

         11.4  ABATEMENT OR REDUCTION OF RENT.  In case of destruction,
whether or not caused by a risk covered by the insurance provided in
paragraph 10, there shall be no abatement or reduction of rent except only to
the extent of any insurance proceeds which Landlord may obtain covering such
risks, as specified in Paragraph 10.3.1.

    12.  CONDEMNATION.

         In the event that the entire Leased Premises shall be apportioned or
taken under the power of eminent domain by any public laws or public
authority, this Lease shall terminate and expire as of the date of such
taking and Tenant shall thereupon be released from the liability thereafter
accruing hereunder. In the event that a portion of the Leased Premises shall
be so appropriated or taken, and the remainder of the property shall not be
reasonably suitable for the use then being made of the property by
Tenant, Tenant shall have the right to terminate this Lease as of the date of
such taking by giving Landlord a written notice of termination within thirty
(30) days of such taking, if Landlord cannot restore any portion of the
Leased Premises to make the same reasonably suitable to the uses then being
made of the property by Tenant. In the event that a partial taking of the
Leased Premises does not render the Leased Premises unsuitable for the
conduct of Tenant's business, this Lease shall continue if full force and
effect for the part not taken, and the rent shall then be reduced as of the
date of the taking by the percentage determined by dividing the square feet
taken by the total leasable square feet in the building. All proceeds derived
from the power of eminent domain shall be owned and in the possession of
Landlord, provided, however, that Tenant shall be reimbursed for the value of
any of his personal property damaged or compromised by such taking.

    13.  ASSIGNMENT.

         13.1.  PROHIBITION AGAINST VOLUNTARY ASSIGNMENT, SUBLETTING AND
ENCUMBERING.  Tenant shall not voluntarily assign


                                      14

<PAGE>

or encumber its interest in this Lease, or any portion thereof, or in the
Leased Premises, or sublease all or any part of the Leased Premises, or allow
any other person or entity (except Tenant's authorized representatives) to
occupy or use all or any part of the Leased Premises, without first obtaining
Landlord's written consent, which consent will not be unreasonably withheld.
Any assignment, encumbrance, or sublease without Landlord's consent shall be
voidable and, at Landlord's election, shall constitute  default. In
determining whether to give consent, however, Landlord shall consider the
following factors and such other factors as Landlord deems appropriate: The
character and quality of the proposed transferee, whether the addition of the
transferee would benefit the other tenants in the building, and whether the
proposed transferee would enhance the mix of tenants in the building. No
consent to any assignment, encumbrance or sublease shall constitute a further
waiver of the provisions of this paragraph, or a consent to a future
assignment.

          13.1.1.  If Tenant is a partnership, a withdrawal or change,
voluntary, involuntary, or by operation of law, of the partner or partners
owning 30% or more of the partnership, or the dissolution of the partnership,
shall be deemed a voluntary assignment. However, should all the remaining
partner(s) assume all responsibility for the Lease and for all of the Leased
Premises, Landlord shall give its consent, subject to Landlord's right to
require assignee to post such other and future security as Landlord deems
appropriate.

          13.1.2.  If Tenant consists of more than one person, a purported
assignment, voluntary, involuntary, or by operation of law, from a majority
of persons to the others shall be deemed a voluntary assignment.

          13.1.3. If Tenant is a corporation, any dissolution, merger,
consolidation, or other reorganization of Tenant, or the sale or other
transfer of a controlling percentage of the capital stock(s) of Tenant, or
the sale of 51% of the value of the assets of Tenant, shall be deemed a
voluntary assignment. The phrase "controlling percentage" means the ownership
of, and the right to vote stock possessing at least 51% of the total combined
voting power of all classes of Tenant's capital stock issued, outstanding and
entitled to vote for the election of directors. This paragraph shall not
apply to corporations the stock of which is traded through an exchange or over
the counter.

          13.1.4.  Tenant may assign or transfer this Lease to a corporation
of which Tenant is the sole shareholder or in which Tenant has a controlling
percentage without the necessity of obtaining Landlord's consent, provided
that Tenant personally guarantees performance by the corporation and executes
and delivers a guarantee in form satisfactory to Landlord.

                                      15

<PAGE>

      13.2. INVOLUNTARY ASSIGNMENT. No interest of Tenant in this Lease
shall be assignable by operation of law (including, without limitation, the
transfer of this Lease by testacy or intestacy). An involuntary assignment
shall constitute a default by Tenant, and Landlord shall have the right to
elect to terminate this Lease, in which case this Lease shall not be treated
as an asset of Tenant. If a writ of attachment or execution is levied on this
Lease, Tenant shall have ten (10) days in which to cause the attachment or
execution to be removed. If any involuntary proceeding in bankruptcy is
brought against Tenant, or if a receiver is appointed, Tenant shall have
sixty (60) days in which to have the involuntary proceeding dismissed or the
receiver removed. Each of the following acts shall be considered an
involuntary assignment:

         13.2.1. If Tenant (or, if Tenant is a partnership or
consists of more than one person or entity, if any partner of the partnership
or other person or entity) is unable to meet its obligations as they become
due, or is adjudicated a bankrupt, or makes a general assignment for the
benefit of creditors, or takes the benefit of any insolvency act.

         13.2.2. If a writ of attachment or execution is levied on
this Lease.

         13.2.3. If, in any proceeding or action to which Tenant is
a party, a receiver or trustee is appointed with authority to take possession
of the Leased Premises.

   14. DEFAULT.

      14.1. TENANT'S DEFAULT. The occurrence of any of the following shall
constitute a default by Tenant:

         14.1.1. Failure to pay rent, taxes, or common area costs when
due.

         14.1.2. Abandonment and vacation of the Leased Premises. Failure
to occupy and operate the premises for ten (10) consecutive days shall be
deemed an abandonment and vacation, unless Landlord is notified in writing
and agrees to a longer non-operational period.

         14.1.3. Failure to perform any other provision, covenant,
condition, or requirement of this Lease if the failure to perform is not
cured within fifteen (15) days after notice has been given to Tenant. If the
default cannot reasonably be cured within fifteen (15) days, Tenant shall not
be in default on this Lease if Tenant commences to cure the default within
the fifteen-day period and diligently and in good faith continues to cure the
default.

                                      16

<PAGE>

   Notices given under this paragraph shall specify the alleged default and
the applicable Lease provisions, and shall demand that Tenant perform the
provisions of this Lease within the applicable period of time, or quit the
premises. No such notice shall be deemed a forfeiture or a termination of
this Lease unless Landlord so elects in the notice.

      14.2. LANDLORD'S REMEDIES. Upon any such event of default, all of
Tenant's fixtures, furniture, equipment, improvements, additions,
alterations, and other personal property shall remain on the Leased Premises
and during the length of such default, Landlord shall have the right to take
the exclusive possession of them and to use them, rent or charge free, or
remove the same as provided herein, until all defaults are cured or, at
Landlord's option at any time during the remaining term of this Lease, to
require Tenant to immediately remove the same. Landlord shall have the
remedies which follow if Tenant commits a default. These remedies are not
exclusive; they are cumulative in addition to any remedies now or later
allowed by Nevada law.

         14.2.1. TENANT'S LEASE NOT TERMINATED. Tenant shall be liable
immediately to Landlord for all costs, including, but not limited to, the
cost of recovering possession of the Leased Premises, the cost incurred in
reletting the Leased Premises, broker's commission, expenses of remodeling
the Leased Premises required by the reletting, and like costs. Reletting can
be for a period shorter or longer than the remaining term of this Lease.
Tenant shall pay to Landlord the rent due under this Lease and on the dates
the rent is due, less the rent Landlord receives from any reletting. No act
by landlord allowed by this paragraph shall terminate this Lease unless
Landlord notifies Tenant that Landlord elects to terminate this Lease.

         14.2.2. TERMINATION OF TENANT'S LEASE. Landlord can terminate
Tenant's right to possession of the Leased Premises at any time. No act by
Landlord other than giving written notice to Tenant shall terminate this
Lease. Landlord shall have the right to enter and remove from the Leased
Premises all persons and property of Tenant. Such property may be stored in a
public warehouse or elsewhere at the cost of and for the account of Tenant.
Acts of maintenance, efforts to relet the premises, or the appointment of a
receiver on landlord's initiative to protect Landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession. On
termination, Landlord has the right to recover from Tenant:

            (a) The worth, at the time of the award, of the unpaid
rent that had been earned at the time of termination of this Lease;

            (b) The worth, at the time of the award, of the amount
by which the unpaid rent that would have been earned

                                      17















<PAGE>

after the date of termination of this Lease until the time of award exceeds
the amount of loss of rent that Tenant proves could have been reasonable
avoided;

           (c)  The worth, at the time of the award, of the amount by which
the unpaid rent for the balance of the term after the time of award exceeds
the amount of the loss of rent that Tenant proves could have been reasonably
avoided; and

           (d)  Any other amount, attorney's fees, and court costs necessary
to compensate Landlord for all detriment proximately caused by Tenant's
failure.

     Any amount due as a result of Tenant's default shall accrue interest
from the date of the default until paid in full, at the rate of 21.6% per
annum, or the maximum allowed by law, whichever is less.

          14.2.3.  LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT.  Landlord, at
any time after Tenant commits a default, can cure the default at Tenant's
cost. If Landlord at any time, by reason of Tenant's default, pays any sum or
does any act that requires the payment of any sum, the sum paid by Landlord
shall be due immediately from Tenant to Landlord at the time the sum is paid,
and if paid at a later date shall bear interest at the rate of 21.6% per
annum, or the maximum allowed by law, whichever is less, from the date the
sum is paid by Landlord until Landlord is reimbursed by Tenant. The sum
together with interest thereon, shall be additional rent.

    15.  SIGNS AND ADVERTISING.

         15.1. SIGNS.  Tenant shall not have the right to place or permit to
be placed, any sign, marquee, awning, decoration, or other attachment to the
roof, canopy, storefront, windows (inside or outside), doors (inside or
outside), or exterior walls of the Leased Premises or at any other location
in or adjacent to the building or other improvements of which the Leased
Premises are a part, without Landlord's written consent. Landlord may,
without liability to Tenant, enter upon the Leased Premises and remove any
such sign, marquee, awning, decoration or attachment affixed in violation of
this paragraph, and Tenant agrees to pay the cost of any such removal. Tenant
agrees to purchase and install at each exterior entrance a sign that will
conform to rules and regulations set forth in Landlord's sign criteria, which
rules and regulations Tenant agrees to abide by. Tenant shall not exhibit or
affix flags, pennants, banners or similar items to the exterior of the Leased
Premises.

         15.2. ADVERTISING.  No advertising medium shall be utilized by
Tenant which can be heard or experienced outside the Leased Premises
including, without limitation, flashing lights,

                                      18


<PAGE>

searchlights, loudspeakers, phonographs, radios, or television. Tenant shall
not display, paint, or place, or cause to be displayed, painted, or placed,
any handbills, bumper stickers, or other advertising devices on any vehicle
parked in the parking area of the property, including those belonging to
Tenant, or to Tenant's agent or any other person, nor shall Tenant distribute
or cause to be distributed in the property any handbills or other advertising
devices.

   16.  LANDLORD'S ENTRY ON PREMISES.

      16.1.  Landlord and its authorized representatives shall have the right
to enter the Leased Premises at all reasonable times, for any purpose,
including, without limitation the following:

         16.1.1.  To determine whether the Leased Premises are in good
condition and whether Tenant is complying with its obligations under this
Lease.

         16.1.2.  To do any necessary maintenance and to make any restoration
to the Leased Premises or the building and other improvements in which the
Leased Premises are located that Landlord has the right or obligation to
perform.

         16.1.3.  To serve, post, or keep posted any notices, including
notices of non-responsibility, required or allowed under the provisions of
this Lease.

         16.1.4.  To post "for lease" signs during the last sixty (60) days
of the term or during any period while Tenant is in default.

         16.1.5.  To show the Leased Premises to prospective brokers, agents,
buyers, or persons interested in an exchange at any time during the term, and
to prospective tenants during the final one hundred eighty (180) days of the
Lease term.

   Landlord shall not be liable in any manner for any inconvenience,
disturbance, loss of business, nuisance or other damage arising out of
Landlord's entry on the Leased Premises as provided in this paragraph, except
damage resulting from the acts or omissions of Landlord or its authorized
representatives amounting to at least gross negligence.

   Tenant shall not be entitled to an abatement or reduction of rent if
Landlord exercises any rights reserved in this paragraph. Landlord shall
conduct its activities on the premises as allowed in this paragraph in a
manner that will cause the least possible inconvenience, annoyance or
disturbance to Tenant.

      16.2.  Landlord and its authorized representatives shall


                                      19


<PAGE>

have the further right to construct any additions, alterations or improvement
in the building that the Landlord may determine are desirable or necessary.

         16.2.1.  Landlord agrees to conduct such construction projects in
such a way as to cause Tenant as little inconvenience as is practical.

         16.2.2.  Landlord shall not, however, be liable in any manner for
any inconvenience, disturbance, loss of business, nuisance, or other damage
arising out of Landlord's construction as provided in this paragraph, except
damage resulting from the acts or omissions of Landlord or its authorized
agents.

         16.2.3.  Except in the event of an emergency, Landlord agrees to
conduct the activities authorized by this paragraph only after reasonable
notice to Tenant, and in any event with due respect for the privacy
reasonably required by the professional activities of Tenant in the Leased
Premises.

   17.  SURRENDER OF PREMISES; HOLDING OVER.

      17.1.  SURRENDER OF PREMISES.  Upon expiration or termination of the
term, Tenant shall surrender to Landlord the Leased Premises and all Tenant's
improvements and alterations in good condition (except for ordinary wear and
tear occurring after the last necessary maintenance made by Tenant and
destruction to the premises covered by Paragraph 11, except for alterations
that Tenant has the right to remove or is obligated to remove.) Tenant shall
remove all its personal property within the above stated time and shall
perform all restoration made necessary by the removal of any alterations or
Tenant's personal property.

         17.1.1.  Landlord can elect to retain or dispose of in any manner any
alterations or Tenant's personal property that Tenant does not remove from
the premises on expiration or termination of the term as allowed or required
by this Lease by giving at least ten (10) days' written notice to Tenant.
Title to any such alterations or Tenant's personal property that Landlord
elects to retain or dispose of on expiration of the ten (10) day period shall
vest in Landlord. Tenant waives all claims against Landlord for any damage to
Tenant resulting from Landlord's retention or disposition of any such
alterations or Tenant's personal property. Tenant shall be liable to Landlord
for Landlord's cost for storing, removing and disposing of any alterations or
Tenant's personal property.

         17.1.2.  If Tenant fails to surrender the Leased Premises to
Landlord on expiration or termination of the term, Tenant shall pay all
attorney's fees and costs incurred by Landlord and agrees to indemnify,
defend and hold Landlord harmless from all damages resulting from Tenant's
failure to surrender the premises,


                                      20



<PAGE>

including, without limitation, claims made by a succeeding tenant resulting
from Tenant's failure to surrender the premises.

      17.2.  HOLDING OVER.  If Tenant, with Landlord's consent, remains in
possession of the premises after expiration or termination of the term, or
after the date in any notice given by Landlord to Tenant terminating this
Lease, such possession by Tenant shall be deemed to be month-to-month tenancy
terminable on thirty (30) days' notice given at any time by either party.
During any such month-to-month tenancy, all provisions of this Lease except
those pertaining to rent, term and option to extend shall apply. Rent during
such month to month tenancy shall be 125% of the highest minimum monthly rent
previously paid by Tenant, plus any additional rent due under the Lease.

   18.  MISCELLANEOUS PROVISIONS

      18.1  TIME OF ESSENCE.  Time is of the essence of each provision of
this Lease.

      18.2.  ATTORNEY'S FEES.  In the event of any action or proceeding
brought by either party against the other under this Lease, the prevailing
party shall be entitled to recover the fees of its attorneys' in such action
or proceeding, including costs of appeal, if any. In addition, should it be
necessary for Landlord to employ legal counsel to enforce any of the
provisions herein contained, Tenant agrees to pay all attorney's fees and
court costs reasonably incurred.

      18.3  WAIVER.  No delay or omission in the exercise of any right or
remedy of Landlord on any default by Tenant shall impair such a right or
remedy or be construed as a waiver. The receipt and acceptance by Landlord of
delinquent rent shall not constitute a waiver of any other default; it shall
constitute only a waiver of timely payment for the particular rent payment
involved. No act or conduct of Landlord, including, without limitation, the
acceptance of the keys to the Leased Premises, shall constitute an acceptance
of the surrender of the Leased Premises by Tenant before the expiration of
the term. Only a notice from Landlord to Tenant shall constitute acceptance
of the surrender of the Leased Premises and accomplish a termination of the
Lease. Any waiver by Landlord of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision
of the Lease.

      18.4.  NOTICE.  Any notice, demand, request, consent, approval or
communication that either party desires or its required to give to the other
party or any other person shall be in writing and either served personally or
sent by prepaid, first class, Certified Mail, Return Receipt Requested, to
the other party at the following address:


                                      21

<PAGE>


                        Landlord:

                        JOHN E. COLYER AND SUZANNE J. COLYER
                        CO-TRUSTEES OF THE COLYER REVOCABLE
                        LIVING TRUST
                        Post Office Box 8003
                        Incline Village, Nevada 89452


                        Tenant:

                        TCS MORTGAGE INC.
                        10525 VISTA SORRENTO PARKWAY SUITE 101
                        SAN DIEGO, CA 92121-2799


                        with a courtesy copy of all notices to:

                        STEVE GRUMER
                        Attorney at Law
                        931 Tahoe Boulevard, Suite 6
                        Incline Village, Nevada 89451

                        and (Tenant's agent)

                        HARVEY FENNELL
                        DICKSON REALTY
                        1030 CAUGHLIN CROSSING
                        RENO, NV 89509

      18.5.  SUCCESSORS.  This Lease shall be binding upon and inure to
the benefit of the parties and their successors, except as provided in
Paragraph 13.

      18.6.  APPLICABLE LAW.  This Lease shall be construed and
interpreted in accordance with the laws of the State of Nevada.

      18.7. INTEGRATED AGREEMENT; MODIFICATION.  This Lease contains all
the agreements and representations of the parties and cannot be amended or
modified except by a written agreement.

      18.8.  PROVISIONS.  All provisions, whether covenants or conditions,
on the part of Tenant shall be deemed to be both covenants and conditions.

      18.9.  CORPORATE AUTHORITY.  If Tenant is a corporation, it shall
deliver to Landlord on execution of this Lease a certified copy of a
resolution of its board of directors authorizing the execution of this Lease
on behalf of the corporation.

      18.10.  REVIEW OF LEASE.  Tenant hereby acknowledges that it has read
the entire Lease and understands the provisions contained therein, and has
obtained such advice and opinions

                                      22



<PAGE>

concerning the lease terms as Tenant feels necessary prior to signing the
Lease.

      18.11. PARKING. Automobiles of Tenant, its employees or agents, shall
not be parked within the property except in areas designated for employee
parking. Landlord shall have the right to cause to be removed any car of
Tenant, its employees or agents, that may be parked in any area other than an
employee parking area, without liability of any kind to Tenant, its agents or
employees, and Tenant agrees to save and hold harmless Landlord, its agents
or employees, from any and all claims, losses, damages, and demands asserted
or arising in respect to or in connection with the removal of any such
automobile.

      18.12. SUBORDINATION. This Lease is and shall be subordinate to any
Deeds of Trust now of record or recorded after the date of this Lease
affecting the building, other improvements, and land of which the Leased
Premises are a part; provided, however, the beneficiaries of such Deeds of
Trust shall recognize the Lease of Tenant in the event of foreclosure if
Tenant is not in default under the terms of this Lease. Tenant agrees to
execute and deliver any instrument without cost which may be deemed necessary
to further effect the subordination of this Lease to any Deed of Trust.

      18.13. OFFSET STATEMENTS. Tenant shall at any time, and from time to
time not less than five (5) days of prior request by Landlord, without
charge, execute, acknowledge and deliver to Landlord a statement in writing,
in form provided by Landlord, certifying the date of commencement of this
Lease, that this Lease is unmodified and in full force and effect and further
stating the date to which the monthly rent and other charges have been paid,
and setting forth such other matters as may reasonably be requested by
Landlord.

      18.14. COMPLIANCE WITH LAW. Tenant shall, at all times, maintain and
conduct its business, insofar as the same relates to Tenant's use and
occupancy of the Leased Premises, in a lawful manner and in strict compliance
with all governmental laws, rules, regulations, orders and provisions of
insurance underwriters applicable to the business of Tenant conducted in and
upon the Leased Premises.

      18.15. QUIET ENJOYMENT. Tenant shall not interfered with the business
opportunity or quiet enjoyment of any of the other tenants in the property.

   IN WITNESS WHEREOF, the parties hereto have executed this Lease effective
the day and year first above written.

                                      23

<PAGE>

      LANDLORD:


                                       ------------------------------
                                       JOHN E. COLYER



                                       ------------------------------
                                       SUZANNE J. COLYER
                                       CO-TRUSTEES OF THE COLYER
                                       REVOCABLE LIVING TRUST DATED
                                       JULY 5, 1978


      TENANT:


                                       ------------------------------


                                       ------------------------------


STATE OF NEVADA
                 :SS
COUNTY OF WASHOE

   On _______________, 1992, personally appeared before me, a Notary Public,
JOHN E. COLYER and SUZANNE J. COLYER, personally known to me to be the
persons whose names are subscribed to the above instrument who acknowledged
that they executed the instrument.



----------------------------
Notary Public

                                      24

<PAGE>

STATE OF CALIFORNIA
                    :SS
COUNTY OF SAN DIEGO

   On 9-18-95, 1992, personally appeared before me, a Notary Public,
RICK W. JARRETT, II, personally known to me to be the
person(s) whose name(s) are subscribed to the above instrument who acknowledged
that they executed the instrument.

                                                 [NOTARY SEAL]

----------------------------
Notary Public

                                      25