EXHIBIT 10.247



                                     OFFICE
                                   TRIPLE NET
                                    L E A S E
                             (2280 CORPORATE CIRCLE)

                              MEGO FINANCIAL CORP.

     THIS  LEASE  is  made  and  entered into this 31st day of May, 2002, by and
between  2280  CORPORATE CIRCLE, LLC, A NEVADA LIMITED LIABILITY COMPANY (herein
referred  to  as  "Landlord")  and  MEGO FINANCIAL CORP., A NEW YORK CORPORATION
(herein  referred  to  as  "Tenant").

                                    SECTION 1
                              DEFINITIONS SECTION
                              --------------------


1.1  Definitions.  The  following  definitions  shall  pertain  hereto:

     0.0.1  "ADDITIONAL  RENT"  shall  mean charges payable by Tenant other than
Base  Rent.  SEE  SECTION  3.3.

     0.0.2  "ADJUSTMENT  MONTH"  shall mean the thirteenth (13th) month and each
successive  twelve  (12)  month  period  thereafter  throughout  the  Lease Term
commencing  with  the  first full calendar month following the Commencement Date
(i.e.  25th,  37th,  49th  month,  etc.),  and each successive twelve (12) month
period throughout any applicable Extension Term(s) (i.e. 13th, 25th, 37th month,
etc.).

     0.0.3     "AGGREGATE MONTHLY RENT" shall mean Base  Rent  and  all
Additional  Rent.

     0.0.4  "ALLOWANCE"  shall  mean  an  amount  equal  to __None___ and __/100
Dollars  ($00.00)  per  square  foot  of Rentable Area, as defined below, of the
Premises,  as  more  fully  elaborated  in  EXHIBIT C, "Landlord's Work Letter,"
attached  hereto  and  incorporated  herein.  SEE  EXHIBIT  C.

     0.0.5  "BASE RENT" shall mean the sum of One and 40/100 Dollars ($1.40) per
month  for  each square foot of Rentable Area of the Premises, which is equal to
the  sum  of  One  Million  Seventy-Four Thousand Five Hundred Eleven and 20/100
Dollars  ($1,074,511.20) per annum, as may be adjusted pursuant to Section 2.1.1
hereof.  The  Base  Rent shall be due and owing as of the Commencement Date. SEE
SECTION  3.1.

     0.0.6  "BROKER"  shall  refer to CB Richard Ellis and Lee & Associates. SEE
SECTION  35.

     0.0.7  "BUILDING"  shall  mean  the  structure  and all of its improvements
constructed  upon  the  Property, which structure has a business address of 2280
Corporate  Circle,  Henderson,  Nevada  89074.  The  total Rentable Area for the
Building,  for  purposes  of  this  Lease,  is deemed to be approximately 63,959
square  feet.

     0.0.8  "COMMENCEMENT  DATE" shall refer to July 1, 2005. The parties hereto
anticipate  that  Tenant  shall  be  in  occupancy of the Premises pursuant to a
sublease  agreement  with  Providian Bancorp Services, a California corporation,
the  previous  tenant of the Premises ("Providian"). In the event that Tenant is
no  longer an occupant of the Premises at any time on or before the Commencement
Date, or Tenant is in default of its sublease arrangement with Providian, beyond
any notice and cure periods, this Lease shall be voidable, at Landlord's option.

     0.0.9  "COMMON  AREAS"  shall  mean  those  areas  as more fully defined in
Section  9.

     0.0.10  "DEFAULT  INTEREST  RATE" shall mean the lesser of eighteen percent
(18%)  per  annum  or  the  maximum  interest  rate  permitted  by  Nevada  law.

     0.0.11 "LANDLORD'S WORK" shall refer to the improvements to be installed by
Landlord  pursuant  to  the  Landlord's  Work  Letter,  attached  hereto  and
incorporated  herein.  SEE  EXHIBIT  C.
<PAGE>
     0.0.12  "LEASE  YEAR"  shall mean a twelve (12) month calendar year, except
that  in  the event that the Commencement Date for the Premises occurs on a date
other  than  January  1, the first Lease Year hereunder shall be that fractional
part  of the calendar year from the Commencement Date to December 31 of the same
year,  and  the  final  Lease Year shall be that fractional part of the calendar
year  from  January  1  to  the  expiration  date  of  the  Lease.

     0.0.13 "MORTGAGEE" shall mean the holder of a lien of first priority on the
Property.

     0.0.14     INTENTIONALLY  OMITTED

     0.0.15  "PREMISES"  shall  mean  that  suite or space as indicated by cross
hatching  on  the  Site  Plan  attached  hereto  as EXHIBIT A-4 and EXHIBIT A-5,
incorporated  herein by reference, and commonly referred to as Suite 100 located
within  the  Building.

     0.0.16  "PROPERTY"  shall mean the real property upon which the Building is
located,  as more legally described in EXHIBIT A-1, and depicted on EXHIBIT A-2,
attached  hereto  and  incorporated  herein,  and  all  easements,  rights,
rights-of-way,  and  licenses  appurtenant thereto. The Property is located in a
business  center  commonly  referred  to  as  "Green  Valley  Corporate Center."

     0.0.17  "PROPERTY  OPERATING  COSTS" shall mean those costs and expenses as
further  elaborated  in  Section  3.3.3.

     0.0.18  "RENTABLE AREA" shall  be deemed to be, for purposes of this Lease,
63,959  square  feet.

     0.0.19     INTENTIONALLY  OMITTED.

     0.0.20  "TENANT IMPROVEMENTS" shall refer to those improvements to be made,
installed  or otherwise constructed by the Landlord, as more fully elaborated in
Landlord's  Work  Letter.  SEE  EXHIBIT  C.

     0.0.21  "TENANT'S  PRO-RATA  PORTION"  shall mean a percentage based upon a
fraction,  the  numerator of which is the Rentable Area of the Premises, and the
denominator  of  which  is  the  total  number of Rentable Area of the Building.

     0.0.22  "TENANT'S SHARE" of Property Operating Costs shall be calculated as
one  hundred  percent  (100%)  attributable  to the Property. SEE SECTION 3.3.1.

     0.0.23  "TERM"  shall  mean  the  period  of  time  commencing  with  the
Commencement  Date  and continuing coterminously with a second lease executed by
Tenant  for  space  within  a  building,  commonly referred to as 2285 Corporate
Circle,  Suite  200,  Henderson,  Nevada,  dated ___________________, 2002, with
Corporate  Ctr. IV, LLC, as the Landlord ("Second Lease"), but in no event shall
the  term  of this Lease be less than sixty (60) months; provided, however, that
the  term  of  Tenant's  and  Landlord's rights and obligations hereunder may be
extended  pursuant  to  Section  41  below.

                                    SECTION 2
                                    PREMISES
                                    --------

1.2  Premises. Upon the conditions, limitations, covenants and agreements herein
set  forth,  Landlord  hereby leases to Tenant, and Tenant hereby accepts, hires
and  leases from Landlord, the Premises. Subject to the other provisions of this
Lease,  Landlord  shall  have the right, in its sole and absolute discretion, to
modify the Property and/or the Building from time to time, but in no event shall
such  modification substantially interfere with Tenant's use of the Premises, as
such  use is more fully elaborated in Section 7 below, nor materially reduce the
Rentable  Area  of  the  Premises.

     0.0.1  LANDLORD'S  RESERVATIONS  Landlord reserves to itself the use of the
roof,  exterior  walls  and  the  area  above and below the Premises (other than
<PAGE>
roll-up  doors  and  exterior  doorways),  together  with  the right to install,
maintain,  use,  repair and replace pipes, ducts, conduits, wires and structural
elements now or in the future leading through the Premises and which serve other
parts  of  the  Property.

     1.3  Declaration.  The Green Valley Corporate Center development is subject
to  that certain Declaration of Covenants, Conditions and Restrictions, recorded
on January 25, 1996, in Book 960125, as Document No. 01411, in the Office of the
Recorder of Clark County, Nevada, and any amendments or supplements thereto (the
"Declaration"). The Declaration is enforced and implemented in part by the Green
Valley  Corporate  Center  Commercial  Association,  Inc.  (the  "Association").

                                    SECTION 3
                                    BASE RENT
                                    ---------

     1.4  Base  Rent.  The  Base  Rent  for  each Lease Year or portion thereof,
together  with  the  estimated  Additional  Rent, pursuant to Section 3.3 below,
shall  be  due  and  payable in advance, in legal tender of the United States of
America,  in  twelve  (12) equal installments, one such installment being due on
the  first  day  of  each  calendar  month  during the Term of the Lease and any
applicable  extensions  or renewals thereof. Tenant agrees to pay such Base Rent
and  Additional  Rent  to  Landlord  monthly, in advance, without demand. If the
Lease  Term commences on a day other than the first day of a month or terminates
other  than  the  last  day  of  a month, then the installments of Base Rent and
Additional  Rent  for  such month(s) shall be prorated, based upon the number of
days  in  such  month.

     0.0.1  FIRST  MONTH'S  RENTAL  OBLIGATION  Ninety  (90)  days  prior to the
Commencement  Date,  Tenant  shall  deliver  to  Landlord the sum of Eighty-Nine
Thousand  Five  Hundred  Forty-Two and 60/100 Dollars ($89,542.60), representing
Tenant's  first  month's  rental  obligation  hereunder.

1.5  Base Rent Increases. The Base Rent shall be increased by three percent (3%)
commencing  on  the  first day of each Adjustment Month.

1.6  Additional Rent. In addition  to Base Rent, Tenant shall pay to
Landlord,  from  the Commencement Date throughout the Term of this Lease, at the
time  and  manner  set  forth  herein,  the  following  Additional  Rent:


     0.0.1  TENANT'S  SHARE OF PROPERTY OPERATING COSTS. Landlord shall estimate
the  initial  Lease  Year's Property Operating Costs, as that term is more fully
defined below, and shall notify Tenant, in writing, on or about the Commencement
Date  and  within  one hundred and twenty (120) days after the beginning of each
successive  Lease  Year  of  Tenant's  Share,  applying the current Lease Year's
estimated  Property  Operating Costs ("Estimated Tenant's Share"). The Estimated
Tenant's  Share  shall  be pro-rated on a monthly basis for the applicable Lease
Year  and  such  pro-rated  amount  shall  be  remitted  by  Tenant, in advance,
commencing  on  the  Commencement  Date  and continuing on the first day of each
month  thereafter, without further demand or any deduction or setoff. Until such
time  as Landlord notifies Tenant of the current Lease Year's Estimated Tenant's
Share,  Tenant  shall  continue  to  pay  the  Estimated  Tenant's Share for the
previous  Lease  Year.

     0.0.2  NOTIFICATION  OF PROPERTY OPERATING COSTS. Following the end of each
Lease  Year, Landlord will ascertain the actual Property Operating Costs for the
current  Lease  Year  then ending, and shall compute the difference thereof from
the  Estimated  Tenant's  Share  paid  by  Tenant for the applicable Lease Year.
Landlord  shall  notify  Tenant, in writing, within one hundred and twenty (120)
days  of  the  end  of each Lease Year of such difference, if any (the "Property
Operating  Cost  Statement"). In no event, however, shall failure to deliver the
Property  Operating  Cost Statement within said one hundred and twenty (120) day
period  prevent  Landlord  from  collecting the difference, if any, from Tenant.
Tenant  shall  pay to Landlord, within thirty (30) days following receipt of the
Property  Operating  Cost  Statement,  the  amount,  if  any,  due  to  Landlord
(inclusive  of  the  last  year  of  the  Term).  In the event that the Property
Operating  Cost  Statement  reflects an amount due to Tenant, then same shall be

                                    Page -3-
<PAGE>

credited  and  applied  to  the next monthly payment of Base Rent and Additional
Rent, until such amount has been fully exhausted, provided that in the last year
of  the  Term  any  excess  shall  be refunded to Tenant within thirty (30) days
following  Tenant's  receipt  of  the  Property Operating Cost Statement, or any
shortfall  shall be paid by Tenant within thirty (30) days of its receipt of the
Property  Operating  Cost  Statement.  In  no  event shall Landlord or Tenant be
entitled to receive interest on any amounts due to the respective party as shown
on  the  Property  Operating  Cost  Statement.  The  obligation of Tenant to pay
Landlord  Tenant's  Pro-Rata  Portion  of  the  Property  Operating  Costs,  or
Landlord's  obligation  to  refund  any  excess paid by Tenant shall survive the
early  termination  or  expiration  of  this  Lease.


     0.0.3  PROPERTY  OPERATING COSTS. The term "Property Operating Costs" shall
mean  the  total cost and expense incurred, during each Lease Year, in managing,
operating,  equipping,  lighting,  repairing,  replacing  and  maintaining  the
Property,  as well as any owners association's common area assessments which are
established  and which are allocable to the Property as reasonably determined by
the Landlord, annualized over a Lease Year. Such operating and maintenance costs
shall include all costs and expenses of operating and maintaining such areas and
facilities  in such manner as Landlord may, from time to time, deem appropriate,
and  for  the  best interests of the tenants of the Property, including, without
limitation,  the  following:


     4.  all  Impositions,  as  that  term  is  defined  in Section 3.3.5 below;

     5.  all  Utilities  not  separately  metered  or billed to Tenant, or other
tenants,  and  all  other  utilities  and  services  provided  to  the Property;

     6.  Landlord's  insurance  for  the  Property,  including fire and extended
coverage,  liability,  property  damage, rent loss, boiler insurance, vandalism,
malicious  mischief,  earthquake  insurance,  insurance  against  liability  for
defamation  and claims of false arrest, and such other insurance in such amounts
and  covering  hazards  deemed  appropriate by Landlord or which Landlord or any
Mortgagee  deems  necessary  or  prudent;

     7.  the cost (amortized over such period as Landlord reasonably determines,
together  with  interest  at twelve percent (12%) on the unamortized balance) of
any  capital  improvements  to  the  Property  or equipment replacements made by
Landlord  after  the  Commencement  Date  that  are  intended to reduce Property
Operating  Costs,  or  are required by any laws, which are necessary in order to
operate  the  Property  at  the same quality level as prior to such replacement;

     8.  costs  and  expenses  of  operation,  repair  and  maintenance  of  all
structural  portions  and  components  of  the  Property,  including,  without
limitation,  plumbing,  communication,  common  area  heating,  ventilating  and
air-conditioning, elevator, and common area electrical and other common Property
systems;

     9.  costs  of  repairs,  maintenance,  or  replacement  of  paving,  curbs,
walkways, remarking, directional or other signs, landscaping, drainage, lighting
facilities,  repair and maintenance of the Common Areas and parking areas, costs
and  expenses of planting, replanting and replacing flowers, shrubbery and other
landscaping, and the cost to Landlord of servicing and maintaining any sprinkler
system;

     10. rental or lease payments paid by Landlord for rented or leased personal
property  used  in  the  operation  or  maintenance  of  the  Property;

     11.  management  fees  not to exceed three percent (3%) of the annual gross
revenue  of  the Building, and administrative fees not to exceed fifteen percent
(15%)  of the direct Property Operating Costs, for direct labor and overhead for
administrative personnel at or below the property manager level allocable to the
Premises,  Building  or  Property, which fees shall be payable to Landlord or to
any  other  entity  which  is  managing or administering the Property and/or the
Building;

     12.  costs  incurred in providing private police protection, roving patrol,
or  night  watchmen  (including,  but  not  limited  to,  uniforms),  and  fire
protection;
                                    Page -4-
<PAGE>
     13.  expenses  for  the  rental  of  music program services and loudspeaker
systems (if Landlord elects to provide the same), including, but not limited to,
furnishing  electricity  therefor;

     14.  Landlord's share of any charges or contributions made under a recorded
covenant or other agreement that relates to the Property and any other property,
which  are  disclosed,  in  writing,  in  advance  to  the  Tenant;  and

     15.  cost  of  leasing  and  operating  any signs, the cost of personnel to
implement  any  service  described  above,  to  direct traffic and to police the
Common  Areas.

     3.3.4  PROPERTY  OPERATING  COST EXCLUSIONS. Property Operating Costs shall
not  include  any  expenditures  by Landlord  in  connection  with:
---
     16.  leasing  costs  (including  Tenant  Improvements),  fees  and  leasing
commissions;

     17. legal fees and costs, including costs of litigating with other tenants;

     18.  taxes  other  than  "Impositions,"  as that term is defined in Section
3.3.5  of  this  Lease;

     19.  costs  and  fines  assessed  against Landlord, due to violation of any
other  leases  within  the  overall  development  within  which  the Premises is
situated;

     20.  all  costs  and  expenses  associated  with  capital  improvements  or
additions  (except  as  otherwise  provided  above)  to  the  Property  or  the
construction  of  any  buildings  to  be  occupied  or  used primarily for other
tenants;

     21.  depreciation,  amortization  and interest payments, except as provided
herein,  and  when  required,  the  item  shall be amortized over its reasonably
anticipated  useful  life;

     22.  interest,  principal,  points and fees on debts or amortization on any
mortgage  or  mortgages  or  any  other debt instrument encumbering the Property
except  in  conjunction  with  a  permitted  charge  hereunder;  and

     23.  Landlord's  general  corporate  overhead,  general  and administrative
expenses and profits in connection with goods and services in or to the Property
as  supplied  by  Landlord  to the extent the same exceeds the costs therefor if
rendered  by  an  unaffiliated  third  party  within  Clark  County,  Nevada.

     3.3.5 IMPOSITIONS. For the purpose of this Lease, the term "Impositions"
means:


     24.  any  real  estate taxes, fees, assessments (including, but not limited
to,  any  local  improvement  district  assessments),  or other charges assessed
against  the  Property  and  any  improvements  thereon;

     25.  all  personal  property  taxes on personal property used in connection
with  the  Property  and  related  structures other than taxes payable by Tenant
under  Section  13.1  hereof,  or  payable  by any other tenant in the Building;

     26.  any  and  all  taxes,  assessments,  license  fees, and public charges
levied,  assessed,  or  imposed, and which become payable during the Term hereof
upon  all  improvements made to the Premises, over and above the Building shell,
whether  installed  by  Landlord  or  Tenant;

     27.  any and all environmental levies or charges now in force affecting the
Property  or  any  portion  thereof,  or  which  may hereafter become effective,
including,  but  not  limited  to,  parking  taxes, levies, or charges, employer
parking  regulations, and any other parking or vehicular regulations, levies, or
charges  imposed  by  any  municipal,  state  or  federal  agency  or authority;
                                    Page -5-
<PAGE>

     28.  any  other  taxes levied or assessed in addition to, as a replacement,
alteration,  or  substitute  for,  or  in lieu of such real or personal property
taxes;

     29.  any  and all fees reasonably paid by Landlord in its opposition of tax
assessments  that  are  directly  related  to  the Premises and/or the Property,
provided,  however, that in no event shall such fees exceed the amount of actual
savings;

     30.  any expenses incurred in connection with any requirement subsequent to
the  date  hereof for changes at the Property so as to comply with then existing
laws,  ordinances  or  codes  imposed  by  federal,  state or local governmental
authorities,  together  with any and all fees reasonably incurred by Landlord in
its  opposition  to  any  such  regulations;  and

     31.  all  new  and  increased  assessments, taxes, fees, levies and charges
relating  to  the  Property  shall  be  included  within  the  definition  of
"Impositions"  for  the  purposes  of  this  Lease.

1.7 Expenditures by Landlord. Whenever under any provision of this Lease, Tenant
shall  be  obligated  to  make  any  payment or expenditure, or to do any act or
thing,  or  to  incur  any  liability  whatsoever,  and Tenant fails, refuses or
neglects  to  perform  as herein required, Landlord shall be entitled, but shall
not  be  obligated,  (i)  to  make  any such payment; (ii) to do any such act or
thing; or (iii) to incur any such liability, all on behalf of and at the cost of
and  for  the  ac-count  of  Tenant. In exercising this right, Landlord shall be
permitted to charge Tenant the cost thereof plus interest thereon at the rate of
fifteen  percent  (15%)  per  annum,  which  charge  shall  constitute  and  be
collectible  as  Additional  Rent  on  demand.


1.8  Monetary  Payments. All rent and other monies required to be paid by Tenant
hereunder  shall  be  paid  to  Landlord, without deduction or offset, except as
otherwise  provided  herein, in legal tender of the United States of America, at
901  N.  Green  Valley  Parkway,  Suite 200, Henderson, Nevada 89074, Attention:
Property  Management, or at such other place as Landlord may, from time to time,
designate  in  writing.  Tenant  agrees  that  all monies required to be paid by
Tenant pursuant to this Lease, except for the Base Rent, are hereby conclusively
deemed  to  be  Additional  Rent.


                                    SECTION 4
                                 RIGHT OF AUDIT
                                ---------------

1.9  Right of Audit.  In the event of any good faith dispute as to the amount
of  the  Property  Operating  Costs, as set forth in the Property Operating Cost
Statement  forwarded  to  Tenant  by Landlord, pursuant to Section 3.3.2, Tenant
shall  have  the right to inspect Landlord's Property Operating Cost records for
the  Building  and  the  Property at Landlord's offices; provided, however, that
Tenant  is not in default under the terms of this Lease at the time such request
for such inspection is made, no more frequently than once per calendar year, and
upon  not  less  than  thirty  (30) days prior written notice to Landlord and at
reasonable  times.  Tenant  shall further have the right to photocopy Landlord's
Property  Operating Cost records for the Building and the Property at Landlord's
offices,  in  the  event  that  Tenant requests that an inspection be made.  If,
after  such  inspection  and  photocopying,  Tenant continues, in good faith, to
dispute  the  amount  of  the  Property  Operating  Costs,  as set forth in said
Property  Operating  Cost  Statement,  Tenant  shall  be entitled not later than
ninety (90) days following Tenant's receipt of Property Operating Cost Statement
to  retain  a  national,  independent,  certified  public accountant, who is not
contracted  on  a  contingency  fee  basis,  and  who  is mutually acceptable to
Landlord  and  Tenant, to audit Landlord's Property Operating Cost records, with
respect  to the calendar year covered by said Property Operating Cost Statement,
to  determine the proper amount of the Property Operating Costs.  Landlord shall
be  entitled  to  review  the results of such audit promptly after completion of
same.  If the results of such audit states that Landlord has overcharged Tenant,
then  within a reasonable time after the results of the audit are made available
to  Landlord,  Landlord shall credit Tenant the amount of such overcharge toward
the  payments of Base Rent and Additional Rent next coming due under this Lease,
until  such amount has been fully exhausted.  If such audit proves that Landlord
has  undercharged Tenant, then within fifteen (15) days after the results of the
audit  are  made available to Tenant, Tenant shall pay to Landlord the amount of
any  such  undercharge.

     3.3.1  AUDIT  CONFIDENTIALITY.  Tenant's  receipt  of  any  information  in
response  to  a  request  for  inspection  of  Landlord's books and records with
respect  to  the  Property  Operating  Costs  for the Building is subject to the
following:


     32.  TENANT  MUST  KEEP  INFORMATION  CONFIDENTIAL.  All of the information
obtained  through  the  Tenant's  audit  with  respect  to  financial  matters
                                    Page -6-
<PAGE>
(including,  without  limitation,  costs,  expenses,  and  income) and any other
matters  pertaining  to  the  Landlord  and/or  the  Property,  as  well  as any
compromise,  settlement,  or  adjustment  reached  between  Landlord  and Tenant
relative  to the results of the audit, shall be held in strict confidence by the
Tenant  and  its  officers,  agents,  and  employees; and Tenant shall cause its
auditor  and  any  of  its officers, agents, and employees to be similarly bound
pursuant  to  subparagraph  b.,  below.


     33. AUDITOR MUST SIGN CONFIDENTIALITY COVENANT. As a condition precedent to
Tenant's  exercise  of  its  right  to  audit, Tenant must deliver to Landlord a
signed  covenant  from  the  auditor,  in  a  form  to  be provided by Landlord,
acknowledging  that  all of the results of such audit as well as any compromise,
settlement,  or  adjustment reached between Landlord and Tenant shall be held in
strict  confidence and shall not be revealed in any manner to any person except:
(i)  upon  the  consent  of  the  Landlord,  which  consent  may  be withheld in
Landlord's  sole discretion; (ii) if reasonably necessary in connection with any
arbitration  or  litigation,  or  regulatory arbitration or mediation proceeding
between  Landlord  and  Tenant materially related to the facts disclosed by such
audit;  or  (iii)  if  required  by  law.


     34. ACKNOWLEDGMENT. Tenant understands and agrees that this provision is of
material  importance to the Landlord and that any violation of the terms of this
provision  shall  result  in  immediate  and  irreparable  harm to the Landlord.


     35.  DAMAGES.  Landlord  shall  have all rights allowed by law or equity if
Tenant,  its  officers, agent, or employees and/or the auditor violate the terms
of  this  provision,  including, without limitation, the right to terminate this
Lease  or  the right to terminate Tenant's right to audit in the future pursuant
to  this  clause.


     36.  INDEMNIFICATION  BY TENANT AND AUDITOR. Tenant shall indemnify, defend
upon  request,  and  hold Landlord harmless from and against all costs, damages,
claims, liabilities, expenses, losses, court costs, and attorney's fees suffered
by  or  claimed against Landlord, based, in whole or in part, upon the breach of
this  Section  by  Tenant  and/or its auditor; and shall cause its auditor to be
similarly  bound.


     37.  SURVIVAL  CLAUSE.  The  obligations  within this Section shall survive
expiration  or  earlier  termination  of  the  Lease.


     1.9.1.1  If  Tenant  does  not  request  an  audit  in  accordance with the
provisions  of  this  Section  4.1 within ninety (90) days of its receipt of the
Property  Operating Cost Statement, such Property Operating Cost Statement shall
be conclusively binding upon Tenant. In the event that Tenant was the prevailing
party,  in whole or in part, in an audit, Tenant shall only be entitled to audit
Landlord's  books and records that apply to the prior year immediately preceding
the  year  in  which  Tenant prevailed in such audit, and in connection with the
same  specific  item  that was the subject of the previous audit in which Tenant
prevailed,  but  in  no  event  shall Tenant be entitled to conduct an audit nor
challenge  the correctness of the Property Operating Cost Statement for a period
earlier  than one (1) year prior to the year in which Landlord delivers the most
recent  Property Operating Cost Statement. In addition, once having conducted an
audit with respect to a specific item in any year, Tenant shall have no right to
conduct  another  audit  of  the  same  specific  item  for  such  year.


                                    SECTION 5
                                SECURITY DEPOSIT
                                -----------------

1.10  Security Deposit. Tenant, ninety (90) days prior to the Commencement Date,
will  deposit  with  Landlord  the  sum  of  Eighty-Nine  Thousand  Five Hundred
Forty-Two  and  60/100 Dollars ($89,542.60), representing Tenant's first month's
                                ----------
rental obligation hereunder ("Deposit").  Said Deposit shall be held by Landlord
as  security  for the faithful performance by Tenant of all the terms, covenants
                                    Page -7-
<PAGE>
and  conditions of this Lease by Tenant to be kept and performed during the Term
hereof,  including  the vacating of the Premises by Tenant; provided that Tenant
shall  not  be excused from the payment of any rent herein reserved or any other
charge  herein  provided.  If  Tenant  defaults with respect to any provision of
this Lease, Landlord may, but shall not be required, (i) to use or retain all or
any  part  of  the  Deposit  for  the  payment  of  any rent or other monies due
Landlord;  (ii)  to repair damages to the Premises; (iii) to clean the Premises;
or  (iv)  to compensate Landlord for any other loss or damage which Landlord may
suffer  by reason of Tenant's default.  If any portion of the Deposit is so used
or  applied,  Tenant  shall,  within five (5) business days after written demand
therefor,  deposit  cash  with  Landlord  in an amount sufficient to restore the
Deposit  to  its  original  amount.

     3.3.2     RETURN OF DEPOSIT.  Landlord shall not be  required  to  keep
the Deposit separate from its general funds, and Tenant shall not be entitled to
interest  on the Deposit. Should Tenant comply with all of said terms, covenants
and  conditions  and promptly pay all the rent herein provided for and all other
sums  payable  by  Tenant  to  Landlord hereunder as the same fall due, then the
Deposit shall be returned to Tenant within thirty (30) days after the end of the
Term,  or thirty (30) days after the last payment due from Tenant is received by
Landlord, whichever last occurs. In the event of sale, transfer or the making of
a  master  lease  of  the  Property  or  of  any  portion thereof containing the
Premises,  if Landlord transfers the Deposit to the lessee or transferee for the
benefit  of  Tenant, and if such lessee or transferee assumes all liability with
respect  to  the  Deposit,  then Landlord shall be considered released by Tenant
from  all  liability  for  the  return of the Deposit, and Tenant agrees to look
solely  to the new landlord for the return of the Deposit, and it is agreed that
this Section 5 shall apply to every transfer or assignment to a new landlord. No
Mortgagee  or  beneficiary holding a lien on the Property or any portion thereof
shall be liable to Tenant for any Deposit, unless said Deposit has actually been
delivered  to  such  Mortgagee  or  beneficiary.

     3.3.3     NO  RIGHT  OF  TENANT  TO  ENCUMBER  DEPOSIT.  Tenant  shall
have  no  right  or  privilege to mortgage,  encumber,  transfer  or  assign
the Deposit without the prior written consent  of  Landlord.

1.11  No  Right  of  Deduction. Tenant may not deduct from its Aggregate Monthly
Rent  or  from  other  payments  to  Landlord under this Lease, the Deposit, and
Landlord's  right  to  possession of the Premises, or to take appropriate action
for  nonpayment  of  any rent, or for any other reason, shall not be affected by
the  fact  that Landlord holds the Deposit and does not use, apply or retain the
same  as  set  forth  herein.


1.12  Right  to  Raise  Security  Deposit.  Upon  the  occurrence of an Event of
Default,  as  defined  below,  more  than three (3) times within any twelve (12)
month  period,  irrespective  of  whether  or  not  such default is cured, then,
without  limiting  Landlord's  other  rights  and  remedies provided for in this
Lease,  or  at law or in equity, the Deposit shall automatically be increased by
an  amount equal to the greater of: (i) three (3) times the original Deposit; or
(ii)  three  (3)  months  Base  Rent,  which shall be paid by Tenant to Landlord
within  ten  (10)  days following receipt of written notice by Landlord of same.


                                    SECTION 6
                            POSSESSION AND SURRENDER
                           --------------------------

1.13  Possession  of  the  Premises. Subject to the following provisions, Tenant
shall  upon  entering  and occupying the Premises be conclusively deemed to have
accepted  the  Premises  (subject,  if EXHIBIT C is attached hereto, only to the
completion by Landlord of minor "punch list items" as provided in EXHIBIT C) and
Landlord  shall not be liable for any latent or patent defects therein. Landlord
will  construct  the  Tenant  Improvements  to  be  constructed  or installed by
Landlord according to the Landlord's Work. If EXHIBIT C, Landlord's Work, is not
attached  to  this  Lease,  Landlord  will be deemed to have delivered to Tenant
possession of the Premises in its "as is" condition as of the Commencement Date.
Tenant  acknowledges that neither Landlord nor its agents or employees have made
any  representations  or  warranties  as  to  the  suitability or fitness of the
Premises  for the conduct of Tenant's business or for any other purpose, nor has
Landlord  or  its  agents  or  employees  agreed to undertake any alterations or
construct  any  Tenant Improvements to the Premises except as expressly provided
for  in  this  Lease  and the Landlord's Work. If for any reason Landlord cannot
deliver  possession  of  the  Premises  to  Tenant  on  or before the fixed date
component  of  the Commencement Date, if applicable, this Lease will not be void
                                    Page -8-
<PAGE>
or voidable, and Landlord will not be liable to Tenant for any resultant loss or
damage.


1.14  Surrender.  Upon  the expiration or sooner termination of the Term of this
Lease,  if  Tenant  has  fully  and  faithfully  perform-ed  all  of  the terms,
conditions  and  covenants  of  this  Lease  to  be performed by Tenant, but not
otherwise,  Tenant  shall,  at  its  sole  cost and expense, remove all personal
property  and  trade  fixtures which Tenant has installed or placed in or on the
Premises  (all of which are hereinafter referred to as "Tenant's Property") from
the  Premises  and  repair  all  damage thereto resulting from such removal, and
Tenant  shall  thereupon  surrender the Premises in the same condition as on the
Commencement  Date,  reasonable  wear and tear excepted. If Tenant has not fully
and  faithfully  performed  all  of  the terms, conditions and covenants of this
Lease  to  be  performed  by  Tenant, Tenant shall never-theless remove Tenant's
Property  from  the  Premises  in  the manner aforesaid within fifteen (15) days
after  receipt  of written direction to do so from Landlord. In the event Tenant
shall  fail to remove any of Tenant's Property as provided herein, Landlord may,
but  is  not  obligated  to,  at  Tenant's  expense, remove all of such Tenant's
Property  not  so  removed  and repair all damage to the Premises resulting from
such  removal,  and Landlord shall have no responsibility to Tenant for any loss
or  damage  to  Tenant's  Property  caused  by or resulting from such removal or
otherwise.  If  the  Premises  is not surrendered at the end of the Term, Tenant
shall  indemnify  Landlord against all loss or liability resulting from delay by
Tenant in so surrendering the Premises including, without limitation, any claims
made  by any succeeding tenant due to such delay. Tenant agrees not to commit or
allow  waste  to  be  committed  on  any  portion  of  the  Premises.


                                    SECTION 7
                                USE OF PREMISES
                           --------------------------

1.15  Use of Premises.  The Premises are leased to Tenant solely for office
and  administrative  use,  including  the operation of a call center and related
uses  with  respect  to  the operation of a travel/timeshare company, and for no
other  purpose  or  purposes  whatsoever.  Tenant shall not use, or suffer to be
used,  the  Premises,  or  any portion thereof, for a sales office for timeshare
and/or  land  sale  presentations  to  the general public.  Tenant shall conduct
business  under  the  trade  name of "LEISURE INDUSTRIES CORPORATION OF AMERICA,
INC.,"  and  no  other,  without Landlord's prior written consent, which consent
shall  not  be  unreasonably  withheld  or  conditioned.

1.16  Maintenance and Repair. Except as provided for elsewhere herein, Tenant is
responsible  to  maintain,  at  Tenant's  sole  cost and expense, in good order,
condition  and  repair  (including  any  such  replacement and restoration as is
required  for  that purpose) the Premises and every part thereof and any and all
appurtenances  thereto  wherever located, including, but without limitation, the
exterior  and  interior portion of all doors, door checks, windows, plate glass,
Tenant signage, all plumbing and sewage facilities within the Premises including
free  flow up to the main sewer line, fixtures, heating and air conditioning and
electrical  systems  (whether  or  not  located in the Premises), fire sprinkler
system,  interior  walls,  floors  and ceilings, and any work performed by or on
behalf  of  Tenant hereunder. Tenant shall also keep and maintain in good order,
condition  and  repair  (including  any  such  replacement and restoration as is
required  for  that purpose) any special equipment, fixtures or facilities other
than  the  usual and ordinary plumbing and utility facilities, including but not
limited  to  that  certain  generator  servicing the Building (the "Generator").
Landlord agrees to assign to Tenant any warranties it receives, and continues to
have  in  its  possession,  pertaining  to those parts of the Premises Tenant is
responsible  for  maintaining  hereunder.  Tenant  shall  service, maintain, and
regularly  test  the  Generator,  such that it meets all governmental regulatory
requirements  required  for  the  use  of  same.


1.17 Storage of Garbage. Tenant shall store all trash and garbage in appropriate
refuse  containers  in  a  designated  area  provided by Landlord and reasonably
located,  so as not to be visible or create a nuisance to customers and business
invitees  in the Premises and/or the Property, and so as not to create or permit
any health or fire hazard. If Tenant requires larger refuse facilities over that
generally  provided  by  Landlord,  Tenant  shall  arrange  and  pay  for  same.


1.18  Abidance of Rules and Regulations. Tenant hereby covenants and agrees that
it,  its  agents,  employees,  servants,  contractors, subtenants and licensees
                                    Page -9-
<PAGE>
shall  abide  by the Rules and Regulations that Landlord has established, as set
forth  in  EXHIBIT  D, attached hereto and incorporated herein by reference, and
such  additional  reasonable  rules  and  regulations  hereafter  adopted,  and
reasonable  amendments  and  modifications  of any of the foregoing, as Landlord
may,  from  time-to-time,  adopt  for  the  safety,  care and cleanliness of the
Premises  or  the  Property  or  for  the preservation of good order thereon and
therein.


1.19 Commercially Reasonable Operation. Tenant shall operate its business in the
Premises  and  such  operation  shall  be conducted in a commercially reasonable
manner.


1.20  Prohibition  Against Interference With Other Tenants. Tenant shall not do,
permit  or  suffer  anything  to  be  done  or  kept upon the Property or in the
Premises  which  will  obstruct  or  interfere  with the rights of other tenants
and/or property owners, Landlord or the patrons and customers of any of them, or
which  will unreasonably annoy any of them, their patrons or customers by reason
of  unreasonable  noise  or  otherwise,  nor  will  Tenant  commit or permit any
nuisance  on  the  Premises or commit or suffer any immoral or illegal act to be
committed  thereon.


1.21  Use  of  Common  Areas.  The  use  of  the  Premises  and all Common Areas
whatsoever by Tenant, its employees, agents, customers, licensees, invitees, and
contractors  shall  at all times be in compliance with all covenants, conditions
and  restrictions,  easements,  reciprocal  easement agreements, and all matters
presently  of  public record, or which may hereafter be placed of public record,
which  affect  the  Premises  or  the  Property,  or  any  part  thereof.


1.22 Parking. Subject to Section 9, Tenant agrees that Tenant and its employees,
invitees  and  all  other individuals visiting the Premises, except for Tenant's
customers,  will,  if  deemed  necessary  by  Landlord,  only  park in the areas
designated  for  such use. Written notice of such designation shall be delivered
to  Tenant and same shall have the same force and effect as if it was originally
included  in  this  Lease.


1.23 Trademark Restrictions. Tenant agrees to abide by the trademark restriction
covenants  contained  in  Section  7.9.1  below.  Tenant hereby acknowledges and
agrees  that,  upon  any  breach  by Tenant of such covenants, Landlord and ANC,
Inc.,  an  affiliate of the Landlord, will be irreparably and materially injured
for  no  just  cause  and without adequate remedy at law, such that Landlord and
ANC,  Inc.  (as a third party beneficiary hereof) shall be irrebuttably presumed
to  be immediately entitled to all forms of equitable relief, including, without
limitation,  a  temporary  restraining  order  and  preliminary  or  permanent
injunction.


     3.3.1  TRADEMARK.  Tenant  acknowledges  that Landlord has informed it that
ANC,  Inc.,  a Nevada corporation, and an affiliate of Landlord, is the owner of
trademark  and  trade  name  rights relative to the name "GREEN VALLEY" and with
respect  to  various  distinctive  marks  utilized in conjunction with the Green
Valley  development.  Tenant  therefore agrees not to denote or utilize the name
"GREEN  VALLEY"  or  any of said distinctive marks as the name of or part of the
name  of  or in conjunction with the name of the business to be conducted on the
Premises leased to Tenant hereunder without first obtaining the written approval
of  ANC,  Inc., and executing such license agreements relative thereto as may be
requested  and  required  by  ANC,  Inc.  Any  breach  of  this  provision shall
constitute a material breach of this Lease with all attendant rights accruing to
Landlord.  Further,  ANC, Inc. is acknowledged by both Landlord and Tenant to be
an  additional  intended  beneficiary  of  this  provision of this Lease. Tenant
agrees  and acknowledges that either Landlord and/or ANC, Inc. shall be entitled
to  all  forms  of  equitable relief, including, without limitation, a temporary
restraining  order,  preliminary  and  permanent injunction, in the event of any
unauthorized  use  by Tenant of the name "GREEN VALLEY" or any trademark of ANC,
Inc.,  utilized  in  conjunction  with  the  Green  Valley  development.



1.24  Gaming. No slot machine, gambling game or device, or other "gaming" of any
type  as defined by Nevada law or requiring a gaming license issued by the State
of  Nevada  shall  be  permitted in or on the Premises without the prior written
consent  of  Landlord,  which  consent is strictly within Landlord's discretion.


1.25  Satellite  Dish.  Tenant shall have the right, at its sole cost and
expense,
                                    Page -10-
<PAGE>
in  accordance  with all applicable governmental laws, codes and regulations, to
install  one  (1)  satellite  dish,  the  size of which shall be consented to by
Landlord  (not  greater  than  two (2) meters), utilizing a non-penetrating roof
mount.  Tenant  represents  and warrants that the installation of the dish shall
not  cause  any  damage  to  the  Premises or the Building.  Installation of the
satellite dish by Tenant will not adversely affect the Landlord's roof warranty.
Said  installation  shall  be at a location mutually agreed upon by Landlord and
Tenant.  The  dish shall be screened by view from all elevations of the Premises
and  Building  in  accordance  with  the  City of Henderson and all governmental
ordinances.  Tenant shall mount said dish by the mounting configuration and in a
manner  reasonably  required  by  Landlord.  Tenant agrees to indemnify and hold
harmless  Landlord from any costs, liabilities or damages arising from or caused
by the installation, use and/or existence of said satellite dish.  Additionally,
at  the  expiration  or  early termination of the Lease, Tenant shall remove the
satellite  dish  at  Tenant's  sole cost and expense and shall repair any damage
caused  by  such  removal.  In the event Tenant fails to remove said dish within
fifteen  (15)  days  after  the expiration or earlier termination of this Lease,
Landlord  may  remove same and Tenant shall pay to Landlord the reasonable costs
therefor  incurred.  Tenant  represents  and warrants that any and all roof work
shall  comply  with the requirements set forth in EXHIBIT G, attached hereto and
incorporated herein.  Tenant shall indemnify, defend, and hold Landlord harmless
from  and  against  all  costs,  damages, claims, liabilities, expenses, losses,
court costs, and attorney's fees suffered by or claimed against Landlord, based,
in  whole  or  in  part,  upon  the  breach  of  this  Section  by  Tenant.

                                    SECTION 8
                      IMPROVEMENTS, SIGNAGE AND ALTERATIONS
                      -------------------------------------

1.26  Improvements. Landlord shall diligently perform and install or cause to be
installed  the  improvements  to the Premises required of it as specifically set
forth on EXHIBIT C, attached hereto and incorporated herein ("Landlord's Work").
Except  as  so  set  forth, Tenant otherwise accepts the Premises in its "as is"
condition.  Landlord's  Work shall be performed substantially in accordance with
the  plans,  specifications  and  related  requirements  as  so outlined on said
EXHIBIT  C  or  established  pursuant  thereto.


     3.3.1     INTENTIONALLY  OMITTED.

     3.3.2  BUILDING  SIGN. At Tenant's sole cost and expense, Tenant shall have
the  ability to display its trade name and/or logo on the exterior fascia of the
Building,  which  design,  size  and  location  shall  be  subject to Landlord's
approval  (the "Building Sign"). The right to display Tenant's trade name and/or
logo  shall terminate upon the expiration of this Lease or sooner termination as
provided  herein.


     3.3.3 GATEWAY SIGNAGE. Landlord shall provide Tenant a right to display its
trade  name  on the gateway signage located in the Green Valley Corporate Center
parking  lot,  as  generally  depicted  on  EXHIBIT  F,  attached  hereto  and
incorporated  herein  (the  "Gateway Sign"). Tenant shall be responsible for the
cost  of  the  design,  construction  and  placement  of the sign panel, bearing
Tenant's  trade  name  logo on the Gateway Sign, which design, size and location
shall  be  subject  to  Landlord's approval. The right to display Tenant's trade
name  shall terminate upon the expiration of this Lease or sooner termination as
provided  herein.

1.27  Alterations.  After  completion  of  the  Landlord's Work outlined herein,
Tenant  shall  not  make  any  further  additions,  alterations, improvements or
changes  ("Alterations")  in,  or  to  the  Premises  without  the prior written
approval  of  Landlord,  excepting  therefrom  the  interior  non-structural
Alterations  costing less than Ten Thousand and 00/100 Dollars ($10,000.00) made
by  Tenant  to  the Premises. The approval of any and all structural Alterations
shall  be at the sole and absolute discretion of the Landlord. Any such approved
Alterations  shall  be  at  the  sole  cost  and expense of Tenant. Landlord may
impose,  as  a condition to such consent, such requirements as Landlord may deem
reasonably  necessary  in  its  judgment, including, without limitation, (i) the
manner  in which the work is done; (ii) a right of approval of the contractor by
whom the work is to be performed; (iii) the times during which the work is to be
accomplished,  approval  of  all  plans  and  specifications, certifications and
inspections;  and  (iv)  the  procurement  of all licenses and permits. Landlord
shall  be  entitled  to  post  notices on and about the Premises with respect to
Landlord's  non-responsibility for mechanics' liens, and Tenant shall not permit
                                    Page -11-
<PAGE>
such  notices to be defaced or removed. Tenant further agrees not to connect any
apparatus,  machinery  or  device  to  the  Building systems, including electric
wires,  water  pipes,  fire  safety,  heating  and  mechanical  systems,  or any
penetrations  to  the  roof, walls or structure support of the Building, without
the  prior  written consent of Landlord, which consent shall not be unreasonably
withheld,  conditioned or delayed. Any Alterations shall be made promptly and in
a  good  and workmanlike manner, lien free, and in compliance with all insurance
requirements  and  with  all  applicable  permits,  authorizations,  building
regulations,  zoning  laws,  environmental  regulations,  laws  regarding  the
physically  disabled  and all other governmental rules, regulations, ordinances,
statutes  and  laws,  now  or hereafter in effect pertaining to the Premises or
Tenant's  use  thereof.  Any  Alterations  made  by  Tenant shall, at Landlord's
option,  be-come  the  property  of  Landlord  upon  the  expiration  or  sooner
termination  of  this  Lease.  However, Landlord shall have the right to require
Tenant  to remove such Alterations, at Tenant's sole cost and expense, upon such
termination of this Lease and to surrender the Premises in the same condition as
it  was  prior to the making of any or all such Alterations, reasonable wear and
tear  excepted.


1.28  Hold  Harmless. Tenant shall indemnify and hold Landlord, the Property and
Landlord's managing agent for the Property free of and harmless from any and all
liabilities,  losses,  claims,  or  damages  arising  out  of  any  Alterations
undertaken by Tenant, whether specifically under the provisions of this Lease or
otherwise,  including  all  costs, damages, expenses, court costs and reasonable
attorneys'  fees  incurred  in  or  resulting  from claims made by any person or
persons,  by other tenants in the Property, their subtenants, agents, employees,
customers  and  invitees.

     3.3.1  LIABILITY  INSURANCE  Tenant, before undertaking any Alterations, or
any  other improvement(s) or construction, shall obtain and pay for a commercial
liability  insurance  policy,  as  more  fully  set  forth  in Section 14 below,
insuring Landlord and Tenant against any liability which may arise on account of
such  proposed  Alterations  or construction work in limits of not less than Two
Million  and  00/100  Dollars  ($2,000,000.00) combined single limit coverage; a
copy  of such policy shall be delivered to Landlord prior to the commencement of
any  such  Alterations.


1.29 Compliance with Applicable Law. Tenant, at its sole cost and expense, shall
cause any Alterations, decorations, installations, additions, or improvements in
or  about  the  Premises  to  be  performed  in  compliance  with all applicable
requirements  of insurance bodies having jurisdiction, and in such manner as not
to  interfere with, delay, or impose any additional expense upon Landlord in the
construction,  maintenance,  or operation of the Building, and so as to maintain
harmonious  labor  relations  in  the  Building.


1.30  Liens.  Tenant  shall  at all times indemnify, save and hold Landlord, the
Premises,  the  Property  and  the  lease-hold created by this Lease free of and
harmless  from any claims, liens, demands, charges, encumbrances, litigation and
judgments  arising  directly or indirectly out of any use, occupancy or activity
of  Tenant,  or  out  of  any work performed, material furnished, or obligations
incurred by Tenant in, upon or otherwise in connection with the Premises. Tenant
shall give Landlord written notice at least seven (7) business days prior to the
commencement of any such work on the Premises to afford Landlord the opportunity
of  filing  appropriate notices of non-responsibility. Tenant shall, at its sole
cost  and  expense, within fifteen (15) days after filing of any lien of record,
obtain the discharge and release thereof. Nothing contained herein shall prevent
Landlord,  at  the  cost  and  for  the  account  of Tenant, from obtaining said
discharge and release in the event Tenant fails or refuses to do the same within
said  fifteen  (15)  day  period.


                                    SECTION 9
                            PARKING AND COMMON AREAS
                           --------------------------

1.31  Common  Areas.  Tenant,  its  agents,  employees,  servants,  contractors,
subtenants,  licensees,  customers  and  business  invitees  shall  have  the
nonexclusive  right  to  utilize  parking spaces in common with Landlord and all
others  to  whom  Landlord has or may hereafter grant rights, to use such Common
Areas  of  the  Property  (including,  but  not  limited to, the parking lot(s),
walkways,  corridors,  halls,  passageways  and  ramps, sidewalks, access roads,
landscape  and  planted  areas, public restrooms and other public facilities) as
designated, from time to time, by Landlord in its sole discretion (collectively,
the  "Common  Areas"),  subject  to  such  reasonable  rules  and regulations as
                                    Page -12-
<PAGE>
Landlord  or  the Association may, from time to time, impose. Tenant agrees that
it,  its  agents,  employees,  servants,  contractors,  subtenants, invitees and
licensees  shall  abide by such rules and regulations. Landlord may at any time,
upon  written  notice  to Tenant (except in the case of an emergency), close any
such  Common  Areas,  (i)  to  make  repairs  or  changes;  (ii)  to prevent the
acquisition  of  public  rights  in  such  Common  Areas; or (iii) to discourage
noncustomer  parking.  Landlord  shall operate, manage, equip, light, repair and
maintain  the  Common  Areas  for  their  intended  purposes  in  such manner as
Landlord,  in  its sole discretion, shall determine. Landlord reserves the right
to  dedicate  all  or  portions  of  such Common Areas and other portions of the
Property  for public utility purposes. Landlord may do such other acts in and to
the  Common  Areas as in its sole judgment may be desirable. Tenant shall not at
any  time  interfere  with  the rights of Landlord, other tenants, its and their
agents,  employees,  servants, contractors, subtenants, licensees, customers and
business  invitees  to use any part of the parking lot or Common Areas. Landlord
shall  not  be  subject  to  any  liability, nor shall Tenant be entitled to any
compensation,  or reduction or abatement of rent, by reason of any alteration or
diminution  of  the  Common  Areas,  and no such alteration or diminution of the
Common  Areas  shall  be  deemed  constructive  or  actual  eviction.

1.32  Parking Space Leasing. Tenant shall not be permitted to park on any access
roads  and  drives  located  within  the Property ("Prohibited Parking"). Tenant
shall  be  allocated  448  spaces for unreserved, uncovered parking spaces at no
charge  during the Lease Term ("Parking Allotment"). Landlord shall not have the
risk  of  loss  regarding  any vehicle. Tenant shall not use more parking spaces
than  its  Parking  Allotment,  or  any  spaces (i) which have been specifically
assigned  by  Landlord  to  other  tenants  or  for other uses (e.g., as visitor
parking);  or  (ii)  which  have  been  designated  by  governmental entities of
competent  jurisdiction  as  being restricted to certain uses. In the event that
Landlord  determines  in  good  faith  that  Tenant  is  exceeding  its  Parking
Allotment,  Landlord shall give Tenant notice of such fact ("Notice of Excessive
Parking")  and  shall require Tenant to provide Landlord with Tenant's employees
State license plate numbers within five (5) business days of its receipt of said
initial notice. In the event that Tenant receives three (3) Notices of Excessive
Parking  in any six (6) month period, Landlord shall be entitled to, in addition
to  any  other  remedies,  including,  but not limited to, towing, charge Tenant
Twenty-Five  and 00/100 Dollars ($25.00) per day per car in any prohibited area.
Tenant's  use  of  the  parking  area shall be based upon a non-exclusive use in
common  with  Landlord,  other  tenants  of  the  Building, and their guests and
invitees.  Tenant  shall  not permit or allow any vehicles that belong to or are
controlled  by  Tenant or Tenant's employees, suppliers, shippers, customers, or
invitees  to be loaded, unloaded, or parked in areas other than those designated
by  Landlord  for  such  activities.  If  Tenant  permits  or allows any of such
prohibited  activities,  then  Landlord shall have the right, without notice, in
addition  to  such  other rights and remedies that it may have, to remove or tow
away  the  vehicle  involved  and charge the cost to Tenant, which cost shall be
immediately  payable  upon  demand  by  Landlord. Tenant agrees not to use guest
parking  for  its employees; unless waived in writing by Landlord, guest parking
is  limited  to guest use only. Tenant acknowledges that, subject to the express
rights  of  Tenant  set forth herein, Landlord has the right to allocate parking
spaces  in  such  manner  as  it  shall  determine  in  its  sole  discretion.


     3.3.1  COVERED PARKING. Tenant's Parking Allotment shall include fifty-nine
(59)  reserved  covered  parking  spaces  at the market rate, which is currently
Thirty-Five and 00/100 Dollars ($35.00) per month, per parking space. A separate
license  agreement  shall be entered into by and between Landlord and Tenant for
said  reserved  parking  spaces.


                                   SECTION 10
                              LANDLORD'S SERVICES
                           --------------------------

1.33  Landlord  Services.  Landlord  agrees to provide Tenant, as Landlord deems
reasonably  necessary,  and  subject  to:  (i)  limitations  contained  in  any
governmental  controls,  now  or hereafter imposed, or matters beyond Landlord's
reasonable  control;  (ii)  cessation  on  a  temporary  basis  for  reasonable
necessity; (iii) tenants requiring excess amounts of services for the conduct of
their business, in which event, at Landlord's discretion and with notice to such
tenant,  the  cost of such excess services shall be allocated to that particular
tenant on a equitable allocation basis and payable as Additional Rent hereunder,
as  billed  to  the  tenant  by  the  Landlord;  and (iv) Tenant's obligation in
connection  with  the  Property  Operating  Costs,  the  following  services:
                                    Page -13-
<PAGE>

     a.     Preventive maintenance service for Tenant's heating, ventilating and
air-conditioning  system;  landscaping,  streetscaping,  parking  lot repair and
maintenance  and sweeping and electrical power for the Common Areas and lighting
for  the  Common  Areas  of  the  Property  and  other  areas  of  the Property;

     b.     Cleaning  and  janitorial service five (5) days each week throughout
the  Term  so that the exterior Common Areas of the Building and/or Property are
cleaned  according  to  the  standards  set  forth  in  the  janitorial  service
specifications  attached  as  EXHIBIT  E;

     c.     Water and sewer reasonably used in the Premises and the Common Areas
with  the exception of commercial enterprises which require excessive amounts of
water  for  the conduct of their business, the latter cost thereof being paid as
Additional Rent hereunder as billed to Tenant by Landlord; and Landlord reserves
the  right  to  enter  the  Premises,  with forty-eight (48) hours prior written
notice  (facsimile notice is acceptable) so as to minimize any interference with
Tenant's  business, excepting therefrom in the event of an emergency, to install
and  maintain  pipes,  energy submeters, conduits and other appurtenances in the
soffit  or  other  space above the ceilings or ceiling line, the walls and under
any  floors  of  the  Premises, which appurtenances or the like may be for other
tenants  of  the  building  in which the Premises is situated. Subparagraphs (a)
through  (d)  shall  collectively  be  referred  to  as  "Landlord's  Services."

The  failure  by  Landlord,  to  any  extent, to furnish, or the interruption or
termination  of  Landlord's  Services,  in  whole or part, resulting from causes
beyond  the  reasonable  control of Landlord shall not render Landlord liable in
any respect, nor be construed as an eviction of Tenant, nor work an abatement of
Aggregate  Monthly  Rent,  nor relieve Tenant from the obligation to fulfill any
covenant  or agreement hereof.  Should any of the equipment or machinery used in
the  provision of such services for any cause cease to function properly, Tenant
shall  have no claim for offset or abatement of rent or damages on account of an
interruption  in  service  resulting  therefrom.  Tenant shall contract directly
with  the  utility  company for all electrical, water, janitorial, and telephone
provided  to  the  Premises;  provided  that  Landlord  shall  use  commercially
reasonable  efforts  to restore any Landlord Service which has been interrupted,
as soon as practicable.  Notwithstanding the foregoing, if any of the Landlord's
Services  are  not  restored  within  five (5) business days, Tenant's Aggregate
Monthly  Rent under this Lease shall abate each day after such five (5) business
day  period that such service is not restored.  If Landlord fails to perform any
maintenance  or repair work required hereunder within thirty (30) days following
Landlord's  receipt  of  written notice from Tenant of the need for such repairs
(or  such  period  of  time  in  excess  of  thirty  (30) days, as is reasonably
necessary  based  upon  the nature of such work, provided Landlord commences and
diligently  pursues  the  work  during such thirty (30) day period), then Tenant
shall be permitted to make such repairs upon delivery of an additional three (3)
business  days'  prior written notice to Landlord indicating that Tenant will be
undertaking  such repairs, and Tenant shall be entitled to recover from Landlord
the  reasonable  costs  of  such  repairs  made  by  Tenant.


1.34 Improvements to Common Areas. Landlord reserves the right from time to time
without  unreasonable  interference  with  Tenant's  access  to,  or use, of the
Premises:  (i)  to  install,  use,  maintain,  repair  and replace pipes, ducts,
conduits,  wires and appurtenant meters and equipment for service to other parts
of the Building above the ceiling surfaces, below the floor surfaces, within the
walls and in the central core areas, and to relocate any pipes, ducts, conduits,
wires  and  appurtenant  meters and equipment included in the Premises which are
located in the Premises or located elsewhere outside the Premises, and to expand
the  Building;  (ii)  to  make  changes  to the Common Areas, including, without
limitation,  changes  in  the  location,  size,  shape  and number of driveways,
entrances,  loading  and unloading areas, ingress, egress, direction of traffic,
landscaped  areas  and  walkways  and parking spaces and parking areas, provided
that  such changes do not materially interfere with or adversely affect Tenant's
use  of the Premises and/or the parking areas; (iii) to close temporarily any of
the  Common  Areas  for maintenance purposes so long as reasonable access to the
Premises  remains  available and advance written notice to Tenant is given; (iv)
to use the Common Areas while engaged in making additional improvements, repairs
or  alterations  to  the  Property,  or  any  portion thereof; and (v) to do and
                                    Page -14-
<PAGE>
perform  such  other  acts and make such other changes in, to or with respect to
the Common Areas and Property as Landlord may, in the exercise of sound business
judgment,  deem  to  be  appropriate.


1.35 Landlord's Duty to Repair. Landlord agrees to keep in good order, condition
and  repair the foundations, exterior walls, roof of the Building, plumbing and
electrical  systems  of  the  Premises,  except for reasonable wear and tear and
except  for  any damage thereto caused by any act or negligence of Tenant or its
agents,  employees,  servants,  contractors, subtenants, licensees, customers or
business  invitees.  It  is an express condition precedent to all obligations of
Landlord  to  repair  and  maintain the Premises that Tenant shall have notified
Landlord  in  writing  of  the need for such repairs or maintenance. The cost of
such  repairs shall be included in the Property Operating Costs, as such term is
defined  herein,  or as to repairs of the Premises, otherwise directly billed to
Tenant,  as the case may be. All repair, maintenance, upkeep, and the like, upon
or  within  the  Premises,  shall be the responsibility of and at the expense of
Tenant  during  the entire Lease Term, except for any obligations of Landlord as
set  forth  herein.


     3.3.1     UTILITY  SERVICE FACILITIES
All  additions  to  the utility service facilities and equipment of the Property
which  may  be  installed  for  the  specific  need  of Tenant shall be Tenant's
responsibility  to  maintain  and  repair.

                                   SECTION 11
                                    UTILITIES
                                    ---------

1.36  Utilities. Tenant shall pay all charges for water, gas, heat, electricity,
power,  refuse  disposal,  environmental  waste  disposal,  air  conditioning,
telephone service, sewer service charges and sewer rentals and cable television,
if available (collectively "Utilities") charged or attributable to the Premises,
and  all  other  services  or  utilities  used in, upon or about the Premises by
Tenant  during  the  Term.  Tenant  shall  contract  with each and every utility
service  provider  to  the  Premises,  to  the extent the costs therefore can be
separately  metered  or  billed to the Tenant. To the extent the costs therefore
are  not  separately  metered  or  billed  to  the Tenant, but are a cost of the
Property,  Landlord shall estimate in advance and Tenant shall pay as Additional
Rent  and  in  the  manner  and at the time(s) Tenant pays its pro-rata share of
Property  Operating  Costs, all charges for Utilities and all other ser-vices or
utilities  used  in,  upon  or  about  the  Premises  by  Tenant.


     3.3.1  EXCESSIVE  USE.  With  respect  to  any utility or service mentioned
herein  which  is  not  separately  metered  or  billed  to  Tenant, if Landlord
determines  that  Tenant's  use  of  such  utility  or  service  is excessive or
abnormal,  such that it is unfair to assess Tenant and other tenants therefor on
a  pro-rata  square footage basis, Landlord shall so notify Tenant. Such written
notice  shall  contain Landlord's estimate of a reasonable amount of the overall
cost  of  such  utility  or service which should be billed to Tenant. If, within
thirty  (30) days after Tenant's receipt of such notice, Landlord and Tenant are
unable  to agree upon a reasonable amount of the overall cost of such utility or
service  to  be paid by Tenant, then, and in such event, Tenant shall cause such
utility  or  service  to  be  separately  metered  to  Tenant  or  separately
contracted-for  by  Tenant, so that Tenant will pay separately, at Tenant's sole
expense,  for  such  utility  or  service  (in  which  case  Landlord  shall not
thereafter assess Tenant for any amount of such utility or service). The cost of
the  installation  of  any  separate  meter  shall  be  paid  by  Tenant.


     3.3.2  MAINTENANCE.  All  repair, maintenance, upkeep, construction and the
like,  upon  or  within  the Premises, shall be the responsibility of and at the
expense  of Tenant during the entire Term from the Commencement Date, except for
any  obligations  of  Landlord  as  set  forth in this Lease, including, without
limitation,  Landlord's  obligations  to  specifically  repair  and  maintain
improvements  in the Common Areas or any warranty applicable to Landlord's Work.


     3.3.3  SERVICE  CONTRACTS.  Tenant  shall  provide  to  Landlord proof, if
requested, of the on-going existence of service contracts for the maintenance of
all equipment located in the Premises which Tenant is required to maintain under
this  Lease.


                                   SECTION 12
                                    Page -15-
<PAGE>
                              LAWS AND REGULATION
                              --------------------

Americans  With  Disabilities Act.  Landlord shall, subject
to reimbursement as part of the Property Operating Costs, be responsible for any
alterations,  modifications  or  improvements to the Building and Property which
are required under Title III of the Americans With Disabilities Act, hereinafter
referred  to  as the "ADA."  Landlord represents and warrants to Tenant, that to
the  best  of the Landlord's knowledge, that as of Substantial Completion of the
base Building, Landlord's Work and the operation of the base Building will be in
full  compliance  with applicable building codes, environmental, zoning and land
use  laws,  and  other applicable local, state and federal laws, regulations and
ordinances,  including  but  not  limited  to  ADA.


     1.38  Insurance  Services  Office.  Tenant shall, at Tenant's sole cost and
expense,  be  responsible  for any alterations, modifications or improvements to
the  Premises, and the acquisitions of any auxiliary aids required under the ADA
after  the  Commencement  Date,  and  regulations of any ISO (Insurance Services
Office) or any other body or entity exercising similar functions in force during
the  Term  and  affecting  the  Building,  the Premises or Tenant's use thereof,
including  all  alterations,  modifications,  or improvements required: (i) as a
result of Tenant (or any subtenant, assignee, or concessionaire) being a "Public
Accommodation" (as defined in the ADA); (ii) as a result of the Premises being a
"Commercial  Facility"  (as  defined  in  the  ADA);  (iii)  as  a result of any
Alterations  made  to the Premises by, or on behalf of, Tenant or any subtenant,
assignee,  or  concessionaire  (whether  or  not  Landlord's  consent  to  such
Alterations  was  obtained); or (iv) as a result of the employment by Tenant (or
any subtenant, assignee, or concessionaire) of any individual with a disability.


1.39  Storage  of  Disposition  of Hazardous Materials. Tenant will not cause or
permit  the  storage, use, generation, or disposition of any Hazardous Materials
in,  on, or about the Premises or the Property by Tenant, its agents, employees,
or  contractors. Tenant will not permit the Premises to be used or operated in a
manner  that  may  cause  the Premises or the Property to be contaminated by any
Hazardous  Materials  in  violation of any Hazardous Materials Laws. Tenant will
immediately  advise  Landlord  in writing of: (i) any and all known enforcement,
cleanup,  remedial,  removal,  or  other  governmental  or  regulatory  actions
instituted,  completed,  or  threatened pursuant to any Hazardous Materials Laws
relating  to  any Hazardous Materials affecting the Premises; and (ii) all known
claims  made  or  threatened by any third party against Tenant, Landlord, or the
Premises relating to damage, contribution, cost recovery, compensation, loss, or
injury  resulting from any Hazardous Materials on or about the Premises. Without
Landlord's  prior  written  consent, Tenant will not take any remedial action or
enter  into  any  agreements  or  settlements in response to the presence of any
Hazardous  Materials  in,  on,  or  about  the  Premises.


3.3.1 HAZARDOUS MATERIALS AND SUBSTANCES. For purposes of this Lease, "Hazardous
Materials"  means  any  explosives,  radioactive materials, hazardous wastes, or
Hazardous  Substances,  including,  without  limitation,  substances  defined as
"Hazardous Substances" in the Comprehensive Environmental Response, Compensation
and  Liability  Act  of  1980,  as  amended,  42 U.S.C. 9601-9657; the Hazardous
Materials  Transportation  Act  of  1975,  49  U.S.C.  1801-1812;  the  Resource
Conservation  and  Recovery  Act  of  1976,  42  U.S.C.  6901-6987; or any other
federal, state, or local statute, law, ordinance, code, rule, regulation, order,
or decree regulating, relating to, or imposing liability or standards of conduct
concerning  Hazardous  Materials,  waste,  or  substances  now  or  at  any time
hereafter  in  effect  (collectively,  "Hazardous  Materials  Laws").


1.40  Indemnification.  Tenant  will  be solely responsible for and will defend,
indemnify  and  hold  Landlord,  its  partners,  directors, officers, employees,
agents, successors and assigns, the Property and Landlord's management agent for
the  Property  harmless  from  and  against  all claims, costs, and liabilities,
including  attorney's  fees  and  costs,  arising  out  of or in connection with
Tenant's  breach  of  its  obligations in this Section 12. Tenant will be solely
responsible  for  and will defend, indemnify, and hold Landlord, its agents, and
employees  harmless from and against any and all claims, costs, and liabilities,
including  attorney's  fees  and costs, arising out of or in connection with the
removal,  cleanup,  and  restoration  work and materials necessary to return the
Premises  and any other property of whatever nature located in, on, or about the
Building,  to  their  condition  existing prior to the introduction of Hazardous
                                    Page -16-
<PAGE>
Materials  by  Tenant,  its  agents,  employees  or  contractors.  The foregoing
indemnity  shall  further apply to any residual contamination on, under, from or
about  the  Premises,  the Property or the property in general, or affecting any
natural resources arising in connection with the use, generation, manufacturing,
production,  handling,  storage,  transport,  discharge  or disposal of any such
Hazardous  Substance, and irrespective of whether any of such activities were or
will  be  undertaken  in  accordance with environmental laws or other applicable
laws, regulations, codes and ordinances. Tenant's obligations under this Section
12  will  survive  the  expiration  or  other  termination  of  this  Lease.


1.41  Jeopardize Insurance Policies. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would: (i) jeopardize or be
in  conflict  with fire insurance policies covering the Building or covering any
fixtures  and property in the Building; (ii) increase the rate of fire insurance
applicable  to  the  Building to an amount higher than it otherwise would be for
general  office  use of the Building; or (iii) subject Landlord to any liability
or  responsibility  for  injury  to  any person or persons or to the Property by
reason  of  any  business  or  operation  being carried on or upon the Premises.


                                   SECTION 13
                                      TAXES
                                      -----

1.42  Taxes.  Tenant  shall be liable for and shall pay before delinquency (and,
upon  demand  by  Land-lord,  Tenant  shall  furnish  Landlord with satisfactory
evidence  of  the  payment  thereof)  all  taxes, fees, bonds and assessments of
whatsoever  kind  or  nature, and penalties and interest thereon, if any, levied
against  Tenant's personal property or any other personal property of whatsoever
kind  and  to  whomsoever  belonging to, situated on or installed in or upon the
Premises whether or not affixed to the realty. If at any time during the Term of
this  Lease  any such taxes on personal property are assessed as part of the tax
on  the real property of which the Premises is a part, then in such event Tenant
shall  pay  to  Landlord  the  amount  of such additional taxes as may be levied
against  the  real  property  by  reason  thereof.


1.43  Excise  Tax.  If at any time during the Term, under the laws of the United
States, Nevada or any political sub-division thereof, a tax or excise on rent or
other  tax  (except income tax), however described, is levied or assessed by the
United  States, Nevada or said political subdivision against Landlord on account
of  any  rent reserved under this Lease, all such tax or excise on rent or other
taxes  shall be paid by Tenant. Whenever Landlord shall receive any statement or
bill  for  any  such  tax  or shall otherwise be required to make any payment on
account  thereof, Tenant shall pay, as Additional Rent, the amount due hereunder
within  ten (10) days after demand therefor accompanied by delivery to Tenant of
a  copy  of  such  tax  statement,  if  any.  3.3.1 CONTEST VALIDITY. Tenant, at
Tenant's  own  cost  and  expense,  may,  in  good  faith so desire, contest the
validity  or  amount  of  any  taxes in which event Tenant may defer the payment
thereof  for  such period as such contest shall be actively prosecuted and shall
be  pending  undetermined, so long as such proceedings and any appeals shall not
operate to legally prevent the collection of such payments and/or force the sale
of  the  Premises  and/or  Property  to  satisfy  any  lien  arising  out of the
non-payment  of  the  same.



                                   SECTION 14
                                    INSURANCE
                                    ---------

1.44 General Liability Insurance. Tenant shall, at all times during the Term, at
its  sole  cost  and  expense,  pro-cure and maintain in full force and effect a
policy  or policies of commercial general liability insurance coverage issued by
an  insurance  carrier  having an A.M. Best rating of at least A-VIII or higher
and  authorized  to  transact  business  in the State of Nevada assuring against
loss,  damage  or liability for injury or death to persons and loss or damage to
property  occurring from any cause whatsoever in connection with the Premises or
Tenant's  use  thereof.  Such  liability insurance shall be in amounts not less
than  One  Million  and  00/100  Dollars  ($1,000,000.00) per occurrence and Two
Million  and 00/100 Dollars ($2,000,000.00) aggregate, or Two Million and 00/100
Dollars  ($2,000,000.00)  combined  single  limit coverage. Such insurance shall
also  cover  and  include  all  exterior  signs  maintained by Tenant hereunder.
Landlord  shall be named as an additional insured (and at Landlord's option, any
other  persons,  firms  or  corporations  designated  by  Landlord  shall  be
additionally  named  insureds)  under  each such policy of insurance. Each such
                                    Page -17-
<PAGE>
party  shall  be designated as an additional insured under ISO endorsement CG 20
10 3 97 or such other comparable endorsement upon Landlord's reasonable request.

1.45  Special  Peril  Property  Insurance. Tenant shall, at all times during the
Term,  at  its  sole  cost  and  expense, procure and maintain in full force and
effect  "special  peril"  property  insurance covering not less than one hundred
percent  (100%) of the current replacement value of the Tenant's Improvements on
or  within  the  Premises  and  the  personal  property  therein.

1.46 Certificate of Insurance. A certificate issued by the insurance carrier for
each  policy of insurance required to be maintained by Tenant hereunder shall be
delivered to Landlord and all other named insureds on or before the Commencement
Date hereof and thereafter, as to policy renewals, within thirty (30) days prior
to the expiration of the term of each such policy. Each certificate of insurance
and  each such policy of insurance required to be maintained by Tenant hereunder
shall  be  in  form  and substance reasonably satisfactory to Landlord and shall
expressly  evidence  insurance  coverage  as  required  by  this Lease and shall
contain  an  endorsement  or provision requiring not less than thirty (30) days'
prior  written  notice  to  Landlord  and  all  other  named  insureds  of  the
cancellation.  As  to  any proposed diminution in the perils insured against, or
reduction  of  the  amount  of  coverage  of  the particular policy in question,
initiated  (i)  by  the  insurer,  shall require not less than thirty (30) days'
prior  written  notice  to  Landlord; and (ii) by Tenant, shall require not less
than  thirty  (30)  days'  prior  written  notice  to  Landlord.


1.47  Use of Premises. Tenant shall not use, occupy or permit the Premises to be
used  or  occupied,  in  a manner which will make void or voidable any insurance
then  in  force  with  respect  thereto  or  the Property, or which will make it
impossible  to  obtain casualty or other insurance with respect to the Property.

1.48  Waiver  of Recovery Rights. The parties hereto waive any and all rights of
recovery  from the other, their partners, officers, agents and employees for any
loss  or  damage, including consequential loss or damage, caused by any peril or
perils  (including  negligent  acts) enumerated in each form of insurance policy
required  to  be  maintained  by  the  other  hereunder.

1.49  Waiver  of  Subrogation.  Each  policy  of  insurance provided for in this
Section  14 shall contain an express waiver of any and all rights of subrogation
thereunder  whatsoever against the insured party, its partners, officers, agents
and  employees,  to  the  extent  of  the insurance coverage required under this
Lease.  All  such  policies  shall  be  written  as  primary  policies  and  not
contributing  with  or  in  excess of the coverage, if any, which such party may
carry.  Any other provision contained in this Section or elsewhere in this Lease
notwithstanding, the amounts of all insurance required hereunder to be paid by a
party  shall  be  not  less than an amount sufficient to prevent the other party
from  becoming  a  co-insurer.


1.50  Prohibited  Sales  or  Activity. Tenant agrees that it will not keep, use,
sell or offer for sale in or upon the Premises or any section thereof, any item,
or permit any activity, which may be prohibited by the standard form of casualty
or  public  liability  insurance  policy.  Tenant  agrees to pay any increase in
premiums  for  insurance which may be carried by Landlord on the Premises or the
Building  of  which  it  is  a part, resulting from the use or activities in the
Premises,  whether  or  not  Landlord  has consented to the same. In determining
whether  increased  premiums  are  the result of Tenant's use of the Premises, a
schedule,  issued by the organization making the insurance rate on the Premises,
showing  various  components  of  such rate, shall be conclusive evidence of the
several  items  and  charges  which make up the respective insurance rate on the
Premises.


1.51  Prohibited  Use Deemed Ultra Hazardous. Tenant shall not use or occupy the
Premises  or  any  part  thereof,  or  suffer  or  permit the same to be used or
occupied  for  any business or purpose deemed ultra hazardous on account of fire
or  otherwise. In the event Tenant's use and/or occupancy causes any increase of
premium for insurance on the Premises or any part thereof above the rate for the
least  hazardous  type  of  occupancy  legally permitted in the Premises, Tenant
shall pay such additional premium on the insurance policy that may be carried by
Landlord  for  its  protection.  Bills  for  such  additional  premiums shall be
rendered  by Landlord to Tenant at such time as Landlord may elect, and shall be
due  from  and  payable by Tenant when rendered in writing, but such increase in
                                    Page -18-
<PAGE>
the  rate  of insurance shall not be deemed a breach of this covenant by Tenant.
Failure  to  pay  amounts  due  hereunder  shall  be  a  breach  of  the  Lease.


1.52 Landlord's Maintenance of Special Peril Property Insurance. Landlord shall,
at  all  times  during the Term, subject to Tenant's obligation for its Pro-Rata
Share  of  the  Property Operating Costs, procure and maintain in full force and
effect  "special  peril"  property  insurance  against  perils  included therein
(excluding flood and earthquake), boiler and machinery coverage and such further
coverage  as  Landlord  may  conclude  is  necessary  covering not less than one
hundred percent (100%) of the current replacement value of the Building in which
the  Premises  is situated and its improvements. The insurer therefor shall meet
the  minimum  requirements  as  otherwise  set  forth above. Mortgagee(s) of the
Property  or  any  portion  thereof may be named as additional insureds thereon.
Such  insurance  shall  also  cover and include all exterior signs maintained by
Landlord  hereunder.


1.53 Landlord's Maintenance of General Liability Insurance. Landlord may, during
the  Term, subject to Tenant's obligation for its pro-rata share of the Property
Operating  Costs,  procure  and  maintain  in  full force and effect a policy or
policies  of  commercial  general  liability  insurance assuring against loss or
damage  or  liability  for  injury  or  death  to  persons and loss or damage to
property  occurring  from  any cause whatsoever in connection with the Property.
Such  liability insurance shall be in an amount of not less than One Million and
00/100 Dollars ($1,000,000.00) per occurrence and Two Million and 00/100 Dollars
($2,000,000.00)  aggregate.  Such  insurance  shall  also  cover and include all
exterior signs maintained by Landlord hereunder. The insurer therefor shall meet
the  minimum  requirements  as  otherwise  set  forth above. Mortgagee(s) of the
Property  or  any  portion  thereof may be named as additional insureds thereon.


                                   SECTION 15
                                INDEMNIFICATION
                                  ------------

1.54  Indemnification.  Tenant hereby indemnifies, saves and holds Landlord, the
Premises, the Property, the leasehold estate and Landlord's management agent for
the  Property  free of and harmless from any and all liabilities, losses, costs,
expenses, including attorney's fees (at trial, and on appeal), causes of action,
suits, judgments, claims, liens and demands of any kind whatsoever in connection
with, arising out of, or by reason of any act, omission or negligence of Tenant,
its  agents,  employees, servants, contractors, subtenants, licensees, customers
or  business  invitees  while  in,  upon, about or in any way connected with the
Premises  or  the Property or arising from the use and occupancy of the Premises
by Tenant, or occasioned wholly or in part by any act or omission of Tenant, its
subtenants,  agents,  contractors,  employees,  servants,  lessees  or
concessionaires,  excepting,  however,  such  claims  and  demands,  whether for
injuries  to persons or loss of life, or damage to property, caused by the gross
negligence  or  wilful misconduct of Landlord. If, however, any liability arises
in  the  Common  Areas  because  of the gross negligence or wilful misconduct of
Tenant, Tenant's subtenants, agents, employees, contractors, invitees, customers
or  visitors,  then  in  such event Tenant shall hold Landlord harmless. In case
Landlord  shall,  without  fault  on its part, be made a party to any litigation
relating to claims and demands described in this Section 15.1, then Tenant shall
protect  and  hold  Landlord  harmless  and  shall  pay  all costs, expenses and
reasonable attorney's fees that may be incurred or paid by Landlord in enforcing
the covenants and agreements of this Lease. Landlord shall not be liable for any
damage  arising from any acts or neglect of co-tenants or other occupants of the
Property  or  of  adjacent  property  or  of  the  public.


1.55 Landlord's Liability. Landlord shall indemnify, defend and save Tenant, its
agents,  employees,  servants, contractors, subtenants, licensees, customers, or
business  invitees  harmless  from  and  against  any  and  all claims, demands,
actions,  suits, losses, damages, costs, expenses and liabilities of any kind or
nature by or in favor of anyone whomsoever, resulting from or in connection with
loss  of  life,  bodily  injury  or  property  damage  arising out of the use or
maintenance of the Common Areas or occurring within the Common Areas and arising
solely  and directly out of the negligence of Landlord or its employees, agents,
servants,  contractors  or  subcontractors.



                                   SECTION 16
                        SUBORDINATION AND NONDISTURBANCE
                        ---------------------------------
                                    Page -19-
<PAGE>
1.56  Subordination.  Subject  to  the  receipt  by Tenant of the nondisturbance
agreement  described  in  Section  16.4 below, in a commercially reasonably form
executed  by  the  holder  of the mortgage (the "Mortgagee"), Tenant agrees upon
request  of  Landlord  to subordinate every term, provision and covenant in this
Lease  to  the  lien  of  any  mortgage,  deed  of trust or other encumbrance (a
"Mortgage"), together with any renewals, extensions, or replacement thereof, now
or hereafter placed, charged or enforced against the Premises, or any portion of
the  Property  of  which  the  Premises  is  a part. If the holder of a Mortgage
becomes  the  owner  of the Property by reason of foreclosure or acceptance of a
deed  in lieu of foreclosure, at such holder's election, this Lease and Tenant's
right  to  possession of the Premises shall not be disturbed, and Tenant will be
bound  to such holder or its designee under all the terms and conditions of this
Lease,  and Tenant will be deemed to have attorned to and recognized such holder
or  its  designee  as  Landlord's successor-in-interest for the remainder of the
Term.  Tenant,  upon  ten  (10) business days' written request by Landlord, will
execute  and  deliver  without  charge,  a  commercially  reasonably document(s)
acceptable  to  Landlord  or  such  holder in order to confirm the subordination
and/or  attornment  set  forth  above. Tenant's failure to respond to Landlord's
request to negotiate in good faith and execute any such documents referred to in
this  Section  16.1,  at  the  expiration  of  such  ten  (10) day period, shall
constitute an immediate default (without notice from Landlord or additional time
to  cure) by Tenant and shall entitle Landlord to exercise its rights at law, in
equity  or  under  this  Lease.


1.57  Prior  Lien.  In  the  event that the Mortgagee or beneficiary of any such
mortgage or deed of trust elects to have this Lease a prior lien to its mortgage
or deed of trust, then and in such event, upon such Mortgagee's or beneficiary's
giving written notice to Tenant to that effect, this Lease shall be deemed prior
in  lien to such mortgage or deed of trust, whether this Lease is dated prior to
or  subsequent  to  the  date  of recordation of such mortgage or deed of trust.

1.58 Attornment. Tenant shall, in the event of the exercise of any power of sale
under  any deed of trust or any proceedings that are brought for the foreclosure
of  a lien affecting the Property, in which the Premises are situated, attorn to
the  purchaser upon any such foreclosure or sale and recognize such purchaser as
the  Landlord  under this Lease, and such purchaser shall recognize the interest
of the Tenant under the Lease, provided that Tenant is not then in default under
this  Lease.


1.59  Nondisturbance.  With  respect  to  each  Mortgage  that  may encumber the
Property,  at  or  after  the  commencement  of  the  Term, Landlord agrees that
promptly  following  receipt  of a written request by Tenant (one time only), to
ask  the holder of the Mortgage to grant Tenant a "nondisturbance agreement," in
a  commercially  reasonable form of such holder. The term of the "nondisturbance
agreement,"  as  used herein, shall mean, in general, an agreement that, as long
as  Tenant is not in default under this Lease, this Lease will not be terminated
if  such  holder  acquires  title  to  the  Property  by  reason  of foreclosure
proceedings or acceptance of a deed in lieu of foreclosure, provided that Tenant
attorns  to  such holder, in accordance with its requirements. Except for making
such  written  request,  Landlord will be under no duty or obligation hereunder,
nor  will  the  failure  or  refusal  of  such  holder to grant a nondisturbance
agreement render Landlord liable to Tenant, or affect this Lease, in any manner.
Tenant  will  bear  all  costs  and expenses, including attorneys' fees, of such
holder  in  connection  with  a  nondisturbance  agreement.


                                   SECTION 17
                            ASSIGNMENT AND SUBLETTING
                                -----------------

1.60  Assignment.  Tenant  shall not assign, sublease, transfer or encumber this
Lease  or  any interest therein. Any one or more (in the aggregate) transfers of
more than a twenty percent (20%) interest in the Tenant shall be deemed to be an
assignment  under  this  Lease  (including,  but  not  limited to, any change in
ownership  or  power  to  vote, on a cumulative basis, of a majority of Tenant's
outstanding  voting  stock).  Any  attempted assignment or sublease by Tenant in
violation  of  the  terms and covenants of this Section 17 shall be void. Tenant
shall  not:  (i)  assign  or  in any manner transfer this Lease or any estate or
interest  therein;  (ii)  permit  any  assignment of this Lease or any estate or
interest  therein,  whether  by  operation of law or otherwise; (iii) sublet the
Premises  or  any part thereof; (iv) grant any license, concession, franchise or
other  right  of occupancy in the Premises or any part thereof; or (v) mortgage,
pledge  or  otherwise  encumber  its  interest or estate in this Lease or in the
Premises  without the prior written consent of Landlord, which consent shall not
be  unreasonably withheld or conditioned, and any such acts shall be ineffective
as  against  Landlord.  Waiver  by  Landlord  as to any assignment or subletting
shall  not  operate  as  a  waiver  of  the  prohibition  contained herein or of
Landlord's  rights  as  to  any  subsequent  assignment  or  subletting.
Notwithstanding  any  assignment or subletting, Tenant shall at all times remain
                                    Page -20-
<PAGE>
fully  responsible  and liable for the performance of all Tenant's covenants and
obligations  under  this Lease.  If any default of this Lease should occur while
the  Premises  or  any  part  thereof  are then assigned or sublet, Landlord, in
addition  to  any  other  rights  and  remedies  which Landlord may have whether
hereunder,  at  law  or  in equity, may at its option collect directly from such
assignee  or  sublessee all rent becoming due to Tenant under such assignment or
sublease  and  apply  such  rent  against  any  sums  due  to Landlord by Tenant
hereunder,  and  Tenant  hereby  authorizes  and  directs  any  such assignee or
sublessee  to  make such payments of said rent directly to Landlord upon receipt
of  notice  from  Landlord.  No  direct  collection  by  Landlord  from any such
assignee  or  sublessee shall be construed to constitute a novation or a release
of  Tenant  from  the  performance  of  its covenants and obligations hereunder.
Landlord  is  authorized and empowered, on behalf of Tenant, to endorse the name
of Tenant upon any check, draft or other instrument payable to Tenant evidencing
payment  of  rent,  or  any  part thereof, and to receive and apply the proceeds
therefrom  in  accordance  with  the  terms  hereof.

     3.3.1  PERMITTED  ASSIGNEES.  Notwithstanding  anything  to  the  contrary
contained  in this Lease, Tenant may, upon ten (10) days' written notice to, but
without  any  requirement  of consent by Landlord, assign this Lease to a wholly
owned  subsidiary  of  Tenant,  to  an affiliate of Tenant, to an entity that is
controlled by, controls or is under common control with Tenant, or any person or
entity  simultaneously  acquiring,  by  asset  or stock transfer, consolidation,
merger,  sale  or  reorganization,  a majority of Tenant's assets, provided such
assignee  assumes  this  Lease  in  its  entirety,  and  agrees  to  perform the
obligations  of  Tenant  under this Lease ("Permitted Assignee(s)"). Further, if
Tenant  is  a  corporation  or  a  partnership, or a publicly traded company, as
defined  by  applicable  federal  securities  laws, then, in any such event, any
change of ownership resulting in a change of majority control from those persons
or  entities  not  having  control  will not be deemed an assignment or transfer
requiring  Landlord's  consent.  For  purposes  herein,  "control"  means  the
possession, direct or indirect, of the power to direct or cause the direction of
the  management and policies of a person or entity, or majority ownership of any
sort,  whether through ownership or voting securities, by contract or otherwise.


     3.3.2  PROPOSED  ASSIGNEE.  In  the  event  that Tenant requests Landlord's
consent to assign or otherwise transfer this Lease, sublet or license all or any
part  of  the  Premises,  Tenant  shall  submit  to  Landlord the name, address,
financial statement, credit authorization and business experience resume for the
immediately  preceding  three  (3) years of the proposed assignee, transferee or
subtenant  and  such  other  information  concerning  such  proposed  assignee,
transferee  or  subtenant  as  Landlord may reasonably require. This information
shall  be in writing and shall be received by Landlord not less than thirty (30)
days  prior  to  the  effective  date  of  the  proposed assignment, transfer or
sublease.

     3.3.3  DEFAULT. Notwithstanding any of the foregoing provisions, if Tenant,
at  the  time of any request to approve an assignment or sublease, is in default
under  any  of  the  terms  of this Lease, beyond any applicable notice and cure
period,  Tenant may not assign, transfer, or sublet the Premises, in whole or in
part,  until  such  default  is  cured.


     1.61  Option  to  Terminate.  If  Tenant  requests Landlord's consent to an
assignment  of this Lease or subletting of all or part of the Premises, Landlord
shall  have  the  option (without limiting Landlord's other rights hereunder) of
terminating  this  Lease  upon  thirty  (30) days' notice. Landlord may then, at
Landlord's  option, lease space to the prospective assignee or subtenant. In the
event that Landlord elects to terminate this Lease, Tenant may, if it so elects,
                                    Page -21-
<PAGE>
by written notice to the Landlord within five (5) business days after receipt of
Landlord's  termination  notice,  revoke its notice to assign or sublet, and, in
such event, this Lease shall continue in full force and effect as if such notice
for  assignment  or sublet had not been given. If Landlord should fail to notify
Tenant in writing of its decision within a twenty (20) day-period after Landlord
is notified in writing of the proposed assignment or sublease, Landlord shall be
deemed  to  have refused to consent to such proposed assignment or sublease, and
to  have  elected  to  keep  this  Lease  in  full  force  and  effect.


1.62  Bonus  Rent. In the  event that Landlord does consent to any assignment or
sublet  pursuant  to  this  Section  17,  then  Landlord  may also require, as a
condition to such consent, that Tenant agree to pay Landlord as Additional Rent,
one  hundred  percent (100%) of any Bonus Rent received by Tenant.  For purposes
of  this  Lease,  Bonus Rent shall mean sums or other economic consideration (i)
which Tenant receives pursuant to the terms of the assignment or sublet, whether
or  not  denominated rentals under the transfer, and which sums are in excess of
total  sums  which  Tenant  is obligated to pay Landlord under this Lease (to be
pro-rated  if  only a portion of the Premises is subject to such transfer); less
(ii)  (a)  reasonable  leasing  commissions paid by Tenant; (b) other reasonable
out-of-pocket  costs  paid  by  Tenant,  including  attorney's fees, advertising
costs,  and expenses of subtenant improvements or other expenses of readying the
Premises  for occupancy by the transferee; and (c) any consideration paid to the
transferee  or  any  third  party  to  induce  the  transferee to consummate the
transfer.  This  covenant  and assignment shall run with the land and shall bind
Tenant  and Tenant's heirs, executors, administrators, personal representatives,
successors  and  assigns.  This  Section shall not apply to Permitted Assignees.

1.63  Remedies.  No  assignment,  sublease  or  other  transfer  consented to by
Landlord  shall  release  Tenant or change Tenant's primary liability to pay the
rent  and  to perform all other obligations of Tenant under this Lease. Upon the
occurrence  of  any  default  under this Lease, beyond any applicable notice and
cure  period, Landlord may proceed directly against Tenant without the necessity
of  exhausting  any remedies against any subtenant or assignee. Upon termination
of  this  Lease,  any permitted subtenant shall, at Landlord's option, attorn to
Landlord  and  shall pay all rent directly to Landlord. Landlord's acceptance of
rent  from  any  other  person shall not constitute a waiver of any provision of
this  Section  17. Consent to one (1) transfer shall not constitute a consent to
any  subsequent  transfer.  Landlord  may  consent  to subsequent assignments or
modifications  of this Lease by Tenant's transferee, without notifying Tenant or
obtaining  its  consent.  Such  action shall not relieve Tenant of its liability
under  this  Lease.


1.64  Processing  Fee.  Tenant  shall  reimburse Landlord a processing fee in an
amount  not  to  exceed  Seven  Hundred  Fifty  and  00/100 Dollars ($750.00) as
reimbursement  to  Landlord  for  any  and  all  legally-related  expenses  and
Landlord's  administrative  costs  in  connection with the review of assignment,
transfer  or  sublease-related  documents,  which may be incurred by Landlord in
connection  therewith.  Payment of such fee shall be submitted to Landlord along
with  Tenant's  request  for Landlord's consent. This Section shall not apply to
Permitted  Assignees.

                                   SECTION 18
                                  CONDEMNATION
                                ----------------

If the whole or substantially the whole of the Building or the Premises shall be
taken  for  any  public  or  quasi-public  use,  by  right  of eminent domain or
otherwise  or  shall  be  sold  in  lieu  of condemnation, then this Lease shall
terminate  as  of  the  date  when  physical  possession  of the Building or the
Premises  is  taken  by  the  condemning  authority.  If  less than the whole or
substantially  the  whole of the Building or the Premises is thus taken or sold,
Landlord  (whether  or not the Premises are affected thereby) may terminate this
Lease  by  giving  written  notice  thereof to Tenant, in which event this Lease
shall  terminate  as of the date when physical possession of such portion of the
Building  or Premises is taken by the condemning authority.  If the Lease is not
so  terminated  upon  any  such  taking or sale, the Base Rent payable hereunder
shall  be  diminished  by an equitable amount, and Landlord shall, to the extent
Landlord deems feasible promptly undertake to repair and restore the Building in
which  the  Premises  are  situated to a complete architectural unit, consistent
with the base Building and Landlord's Work specified in EXHIBIT C.  Landlord, in
any  event,  shall not be required to spend for such work an amount in excess of
the  amount  received  by Landlord as compensation for such taking.  All amounts
awarded  upon  a taking of any part or all of the Building or the Premises shall
belong to Landlord, and Tenant shall not be entitled to and expressly waives all
claims  to  any  such  compensation.

                                   SECTION 19
                              DAMAGE OR DESTRUCTION
                              ---------------------
                                    Page -22-
<PAGE>
1.65  Destruction  of Premises. In the event of the total or partial destruction
of  the  Building  or  the  Premises, or any portion thereof, whether by fire or
other  casualty, this Lease shall not terminate except as otherwise specifically
provided  herein.  Landlord  shall  promptly undertake to repair and restore the
Building  in  which  the  Premises  is  situated  including Common Areas therein
consistent  with the provisions of Section 19.2 below. Thereafter, Tenant shall,
in  accordance  with  Section 19.2 below, promptly undertake and with reasonable
dispatch  repair  and  reconstruct  the  Premises  and other improvements of the
Tenant  on  the  Premises.  To  the  extent  insurance proceeds are insufficient
therefor,  Tenant  shall be liable for any such differences. In determining what
constitutes  reasonable  dispatch, consideration shall be given to delays caused
by  labor  disputes,  civil  commotion,  war,  warlike  operations,  invasion,
rebellion,  hostilities,  military  or  usurped  power,  sabotage,  governmental
regulations  or  control,  fire  or  other  casualty,  inability  to  obtain any
materials  or  services, acts of God and other causes beyond Tenant's reasonable
control.  In  the  event of a casualty, not the result of Tenant's negligence or
wilful  misconduct,  such  that  the  Premises are unusable to the Tenant in the
conduct of its business for a period of more than ten (10) days, Base Rent shall
be  abated in proportion to the part of the Premises which is unusable by Tenant
in  the  conduct  of  business, as may be reasonably determined by Landlord (but
there  shall  be  no  abatement  of  Base  Rent  by reason of any portion of the
Premises  being  unusable  for  a  period  equal  to  ten  (10)  days  or

less.

1.66  Reconstruction.  The  provisions of this Section 19 with respect to repair
and reconstruction by Landlord shall be limited as to that which is necessary to
place  the  Premises  in  the  condition  existing  as  of the Commencement Date
specified  in  Landlord's Work Letter or like condition, and when placed in such
condition  the  Premises  shall  be  deemed  restored  and rendered tenantable,
promptly  following  which  time, but not more than ninety (90) days thereafter,
subject  to  extension of time for Force Majeure and Landlord Delays, as defined
                                   ----- -------
in  EXHIBIT  C, in the completion of its repair or restoration work, at Tenant's
expense,  Tenant  shall  perform  Tenant's  Work  and  any and all modification,
addition  or  alteration  subsequent  thereto,  and Tenant shall also repair and
restore  all  Alterations.  Tenant  shall  also  repair  or  replace  its  stock
in-trade,  fixtures,  furniture,  furnishings,  floor  coverings  and equipment.

3.3.1  LEASE  TERMINATION.  If  the  Premises  cannot  be  restored and Tenant's
business  opened  within twelve (12) months following such damage or destruction
based upon a reasonable estimate therefor made by Landlord's architect following
such  damage  or  destruction,  then, and in such event, Landlord or Tenant may,
within  thirty  (30) days after written notice from Landlord estimating the time
to  complete  such  repair or restoration (which notice shall be given to Tenant
within  thirty (30) days of such damage or destruction), elect to terminate this
Lease  by  written  notice  to  the  other.


1.67  Insurance  Proceeds  Maintained  by Tenant. All insurance proceeds payable
under  any  casualty insurance policy procured and maintained by Tenant shall be
payable  solely  to  Tenant  and/or  its  Mortgagee with the provision that such
proceeds  shall  be  made  available for repair and restoration of the Premises.
Tenant shall in no case be entitled to compensation or damages on account of any
annoyance  or inconvenience in making repairs under any provision of this Lease.
Except  to the extent pro-vided for in this Section 19, neither the rent payable
by  Tenant  nor  any  of  Tenant's other obligations under any provision of this
Lease  shall  be affected by any damage to or destruction of the Premises or any
portion  thereof  by  any  cause  whatsoever.


1.68  Insurance  Proceeds Maintained by Landlord. All insurance proceeds payable
under any casualty insurance policy procured and maintained by Landlord shall be
payable  solely  to  Landlord  and/or its Mortgagee(s), and Tenant shall have no
interest  therein.  Landlord  shall  endeavor  to see that the proceeds are made
available for repair and restoration as required of Landlord. Tenant shall in no
case  be  entitled  to  compensation  or  damages on account of any annoyance or
inconvenience in making repairs under any provision of this Lease. Except to the
extent  provided  for in this Section 19, neither the rent payable by Tenant nor
any  of  Tenant's  other  obligations under any provision of this Lease shall be
affected  by any damage to or destruction of the Premises or any portion thereof
by  any  cause  whatsoever.

                                   SECTION 20
                                    Page -23-
<PAGE>
                                RIGHT OF ACCESS
                              ------------------

1.69  Right  of  Access.  Landlord and its authorized agents and representatives
shall  be  entitled  to  enter  the  Premises  and  the  area where that certain
Generator  servicing  the  Building,  with  forty-eight (48) hours prior written
notice  to  Tenant  (facsimile  notice  being  acceptable),  and  with  minimal
interference  with  Tenant's  business at any reasonable time for the purpose of
observing, posting or keeping posted thereon notices provided for hereunder, and
such  other notices as Landlord may deem necessary or appropriate for protection
of  Landlord,  its  interest  or the Premises; for the purpose of inspecting the
Premises  or  any  portion thereof; to inspect the Premises relative to concerns
over  use,  storage  or  disposal  of hazardous waste and chemicals; and for the
purpose  of  making repairs to the Premises or any other portion of the Property
and  performing  any  work  therein  or  thereon  which Landlord may elect or be
required  to  make hereunder, or which may be necessary to comply with any laws,
ordinances,  rules,  regulations  or requirements of any public authority or any
applicable standards that may, from time to time, be established by an Insurance
Services  Office  or  any  similar body, or which Landlord may deem necessary or
appropriate  to prevent waste, loss, damage or deterioration to or in connection
with  the  Premises or any other portion of the Property or for any other lawful
purpose. Landlord shall have the right to use any means which Land-lord may deem
proper  to  open  all  doors in the Premises and the area where the Generator is
located  (as  more  fully  depicted in EXHIBIT A-2) in an event of an emergency.
Entry  into  the  Premises  obtained  by Landlord by any such means shall not be
deemed to be forcible or unlawful entry into, or a detainer of, the Premises, or
an  eviction  of  Tenant  from  the  Premises  or  any  portion thereof. Nothing
contained  herein  shall  impose  or be deemed to impose any duty on the part of
Landlord  to  do  any work or repair, maintenance, reconstruction or restoration
which  under  any  provision of this Lease is required to be done by Tenant; the
performance  thereof  by  Landlord  shall  not  constitute  a waiver of Tenant's
default  in  failing  to  do  the  same.

1.70  Performance  of  Work.  Landlord may, during the progress of any work on
the  Premises,  keep  and store upon the Premises all necessary materials, tools
and  equipment.  Landlord  shall  not  in any event be liable for inconvenience,
annoyance, disturbance, loss of business or quiet enjoyment, or other damage or
loss  to Tenant by reason of making any such repairs or performing any such work
upon  the Premises, or on account of bringing materials, supplies and equipment
into,  upon  or  through  the  Premises  during  the  course  thereof,  and  the
obligations  of  Tenant  under  this  Lease shall not thereby be affected in any
manner  whatsoever.  Landlord shall, however, in connection with the performance
of such work, cause as little inconvenience, disturbance or other damage or loss
to  Tenant  as  may  be  reasonably  possible  under  the  circumstances.


1.71  Exhibiting  Premises. Landlord, its authorized agents and representatives,
shall  be  entitled  to  enter  the Premises upon not less than forty-eight (48)
hours  prior  written  notice to Tenant (facsimile notice being acceptable), and
with minimal interference with Tenant's business at all reasonable times for the
purpose  of  exhibiting the same to prospective purchasers and, during the final
year  of  the  Term  of  this  Lease,  Landlord shall be entitled to exhibit the
Premises  for  lease  and  post  signs  therein  announcing  the  same.


                                   SECTION 21
                              ESTOPPEL CERTIFICATE
                              ---------------------

Tenant  agrees  that  within  ten  (10) days of any demand therefor by Landlord,
Tenant  will  execute  and  deliver  to  Landlord  and/or  Landlord's designee a
recordable  certificate  stating that this Lease is in full force and effect (an
"Estoppel  Certificate")  in  a  form  that is reasonably requested by Landlord.
Tenant  acknowledges that any such statement may be relied upon by any Mortgagee
or  prospective purchaser of the Building or any interest therein.  In the event
that  Tenant  fails to execute any such certificate for Landlord within said ten
(10)  days,  Tenant  shall  be  in  immediate  default  under  this  Lease.

                                   SECTION 22
                      TENANT'S DEFAULT/LANDLORD'S REMEDIES
                     --------------------------------------

1.72  Events  of  Default.  Tenant's compliance with each and every covenant and
                                    Page -24-
<PAGE>
obligation hereof on its part to be performed hereunder is a condition precedent
to each and every covenant and obligation of Landlord hereunder. Any one or more
of  the  following  shall  be deemed to be an "Event of Default" by Tenant and a
material  breach  of  this  Lease:

     3.3.1     NON-PAYMENT  OF  MONEY.  If Tenant
shall  fail  to  pay  Aggregate Monthly Rent or any other amount or charge to be
paid  by  Tenant  hereunder,  within  five  (5)  days  of  when they are due; or

3.3.2  NON-MONETARY  NON-PERFORMANCE. If Tenant shall default in the performance
of  any other term, covenant or condition of this Lease on the part of Tenant to
be  kept  and  performed  and  such default continues for thirty (30) days after
written  notice thereof from Land-lord to Tenant; provided, however, that if the
default  complained  of  in such notice is of such a nature that the same can be
rectified  or  cured,  but  cannot with reasonable diligence be done within said
thirty  (30)  day  period,  then such default shall be deemed to be rectified or
cured  if  Tenant shall, within said thirty (30) day period, commence to rectify
and cure the same and shall thereafter complete such rectification and cure with
all  due  diligence;  or


     3.3.3     ABANDONMENT  OF  PREMISES.  If Tenant  shall abandon the Premises
for a period of ten (10) consecutive days; or

     3.3.4  BANKRUPTCY.  If  there  is  filed  any petition in bankruptcy, or if
Tenant  is  adjudicated  as  bankrupt  or  insolvent, or if there is appointed a
receiver  or trustee to take possession of Tenant or of all or substantially all
of  the  assets of Tenant, or if there is a general assignment by Tenant for the
benefit  of  creditors, or if any action is taken by or against Tenant under any
state  or  federal  insolvency  or  bankruptcy act, or if any similar law now or
hereafter  in effect, including, without limitation, the filing of execu-tion or
attachment  against  Tenant  and  such  levy continues in effect for a period of
ninety  (90)  days.  This  provision hereof shall also apply to any guarantor of
this  Lease  or  occupant  of  the  Premises;  or

     3.3.5  MECHANIC LIENS. If Tenant does, or permits to be done, any act which
creates  a mechanic's lien or claim thereof against the Premises or the Property
and  fails  to  timely  discharge  same;  or


     3.3.6  FALSIFIED FINANCIAL REPORTS. If Tenant falsifies any monetary report
to  Landlord or fails to furnish Landlord with any monetary report when due, and
such  default  shall  continue  for  twenty  (20) days after written notice from
Landlord;  or

     3.3.7  FAILURE  TO  OBTAIN  POLICIES  AND/OR  CERTIFICATES OF INSURANCE. If
Tenant  fails  to  furnish  Landlord  with  a  copy  of  any insurance policy or
certificate  required  to  be furnished by Tenant to Landlord when due, and such
default  shall continue for thirty (30) days after written notice from Landlord;
or


     3.3.8  FAILURE  TO  OBTAIN  CONSENT.  If  Tenant's  causing,  permitting or
suffering  to  be  done  any  act  (i)  required by this Lease to have the prior
written  consent  of  Landlord,  unless  such  consent  is  so obtained; or (ii)
prohibited  by  this  Lease;  or


     3.3.9     INTENTIONALLY  OMITTED

     3.3.10    INTENTIONALLY  OMITTED

     3.3.11  FAILURE  TO  PERFORM  OTHER  OBLIGATIONS. In addition to the events
constituting  a  default  and  breach of the Lease by Tenant as stated above, if
within  any  twelve (12) month period during the Term of the Lease, Tenant shall
have  failed to perform any obligation required of Tenant hereunder, or has been
in  breach for any reason under the Lease more than two (2) times, and Landlord,
because  of any such failure and/or breach, shall have served upon Tenant within
said  twelve  (12)  month  period two (2) or more notices of any such failure or
breach,  then  any  subsequent  failure  or  breach shall be deemed a noncurable
default,  without  requirement  of  notice  or opportunity to cure, and Landlord
shall  be  immediately  entitled to exercise any and all rights, remedies and/or
elections  specified  below  or  otherwise  available  at  law  or  in  equity.
                                    Page -25-
<PAGE>

1.72.1  Cross-Defaults.  The  parties  hereto  acknowledge  that  in addition to
executing  this Lease, Tenant has executed the Second Lease, any default, beyond
any  applicable  notice  and  cure  periods, under this Lease shall constitute a
default under the Second Lease and any default, beyond any applicable notice and
cure  periods,  under  the  Second  Lease  shall constitute a default hereunder.

1.73  Additional  Remedies. Upon the occurrence of an Event of Default, Landlord
shall have the right, in accordance with applicable laws, at its election, then,
or  at  any time thereafter, and while any such Event of Default shall continue,
either:

     w.     to  give  Tenant written notice of Landlord's intention to terminate
this  Lease  on  the  date  such  notice is given or on any later date specified
therein,  whereupon,  on  the  date  specified in such notice, Tenant's right to
possession  of  the  Premises  shall  cease  and  this  Lease shall thereupon be
terminated;  provided, however, that all of Tenant's obligations, including, but
not  limited  to,  payment  of  the  amount  of Aggregate Monthly Rent and other
obligations  reserved  in  this  Lease  for the balance of the Lease Term, shall
immediately  be  accelerated  and  due  and  payable;  or

     x.     to  the  extent  permitted  by  applicable law, to re-enter and take
possession  of  the  Premises  or  any  part  thereof  and repossess the same as
Landlord's  former  estate  and expel Tenant and those claiming through or under
Tenant,  and  remove  the  effects  of both or either, using such force for such
purposes  as  may  be  reasonably  necessary,  (i)  without  being  liable  for
prosecution thereof; (ii) without being deemed guilty of any manner of trespass;
and  (iii)  without  prejudice  to any remedies for arrears of rent or preceding
breach  of  covenants  or  conditions.  Should  Landlord  elect  to re-enter the
Premises  as  provided  in  this  Section 22, or should Landlord take possession
pursuant  to  legal  proceedings  or pursuant to any notice provided for by law,
Landlord  may,  from  time  to  time,  without terminating this Lease, relet the
Premises or any part thereof in Landlord's or Tenant's name, but for the account
of  Tenant, for such term or terms (which may be greater or less than the period
which  would  otherwise  have constituted the balance of the Term of this Lease)
and  on such conditions and upon such other terms (which may include concessions
of  free  rent,  alteration,  and  repair  of  the Premises) as Landlord, in its
discretion,  may  determine,  and  Landlord  may  collect  and receive the rents
therefor.  Landlord  shall in no way be responsible or liable for any failure to
relet  the  Premises  or any part thereof or for any failure to collect any rent
due  upon such reletting.  No such re-entry or taking possession of the Premises
by  Landlord  shall  be construed as an election on Landlord's part to terminate
this  Lease  unless  a  written notice of such intention be given to Tenant.  No
notice from Landlord hereunder or under a forcible entry and detainer statute or
similar  law  shall  constitute  an election by Landlord to terminate this Lease
unless  such  notice  specifically  so  stated.  Landlord  reserves  the  right
following any such re-entry and/or reletting, to exercise its right to terminate
this Lease by giving Tenant such written notice, in which event, this Lease will
terminate  as  specified  in  said  notice;  or

     y.     the  parties  hereto shall and they hereby do waive trial by jury in
any  action,  proceeding  or  counterclaim (except for compulsory counterclaims)
brought  by  either  of  the  parties  hereto  against  the other on any matters
whatsoever  arising  out  of  or  in  any  way  connected  with  this Lease, the
relationship  of Landlord and Tenant, Tenant's use of occupancy of the Premises,
and/or  any  claim  of  injury  or  damage.  In the event Landlord commences any
proceedings  for  non-payment  of  any  rent,  Tenant  will  not  interpose  any
counterclaim  of  whatever  nature or description in any such proceedings.  This
shall  not,  however,  be  construed as a waiver of the Tenant's right to assert
such  claims  in  any  separate  action  or  actions  brought  by  Tenant.

1.74 Right to Possession. In the event that Landlord does not elect to terminate
this  Lease as permitted in Section 22.2(a) hereof, but, on the contrary, elects
to  take possession as provided in Section 22.2(b), Tenant shall pay to Landlord
(i)  the rent and other sums as herein provided which would be payable hereunder
if  such  repossession  had not occurred; less (ii) the net proceeds, if any, of
any  reletting  of  the  Premises  after  deducting  all  Landlord's expenses in
connection  with such reletting, including, without limitation, all repossession
costs,  brokerage  commissions,  reasonable  legal  expenses,  attorney's  fees,
expenses  of  employees, alteration and repair costs, and expense of preparation
for  such  reletting.  If,  in connection with any reletting, the new lease term
extends  beyond the existing Lease Term, or the premises covered thereby include
other  premises  not  part  of  the  Premises,  a fair apportionment of the rent
received  from  such reletting and the expenses incurred in connection therewith
as  provided  aforesaid  will  be made in determining the net proceeds from such
                                    Page -26-
<PAGE>
reletting.  Tenant  shall  pay such apportioned rent and other sums to Landlord,
monthly  on  the  days  on  which  the rent would have been payable hereunder if
possession  had  not  been  taken.

1.75  Loss  of Bargain. In the event this Lease is terminated, Landlord shall be
entitled to recover forthwith against Tenant, as damages for loss of the bargain
and not as a penalty, an aggregate sum which, at the time of such termination of
this  Lease, represents the excess, if any, of the aggregate of the rent and all
other  sums  payable by Tenant hereunder that would have accrued for the balance
of  the  Lease Term over the aggregate rental value of the Premises (such rental
value  to  be computed on the basis of a tenant paying not only rent to Landlord
for  the  use and occupation of the Premises, but also such other charges as are
required  to be paid by Tenant under the terms of this Lease) for the balance of
such Lease Term. Alternatively, at Landlord's option, Tenant shall remain liable
to  Landlord  for  damages in an amount equal to the rent and other sums arising
under  the  Lease  for  the  balance  of  the  Lease Term had the Lease not been
terminated,  less the net proceeds, if any, from any subsequent reletting, after
deducting  all  expenses  associated therewith and as enumerated above. Landlord
shall  be  entitled  to receipt of such amounts from Tenant pro-rated monthly on
the  days  on  which  such  sums  would  have  otherwise  been  payable.


1.76  Actions  for  Recovery.  Suit or suits for the recovery of the amounts and
damages  set  forth  above  may  be  brought  by Landlord, from time to time, at
Landlord's  election,  and nothing herein shall be deemed to require Landlord to
await the date whereon this Lease or the Lease Term would have expired had there
been  no  such  default  by  Tenant  or no such termination, as the case may be.


1.77 Actions for all Rent. After an Event of Default by Tenant, Landlord may sue
for  or  otherwise  collect  all  rents,  issues,  and profits payable under all
subleases  on  the  Premises,  including  those  past  due  and  unpaid.


1.78  Landlord  not Liable for Trespass. After an Event of Default by Tenant, to
the  extent  permitted by applicable law, Landlord may, without terminating this
Lease,  enter upon the Premises: (i) without being liable for prosecution of any
claim  for  damages; (ii) without being deemed guilty of any manner of trespass;
and  (iii)  without  prejudice  to any other remedies, and do whatever Tenant is
obligated  to  do  under  the  terms  of  this Lease. Tenant agrees to reimburse
Landlord  on  demand  for  any  expenses  which Landlord may reasonably incur in
effecting  compliance  with  the Tenant's obligations under this Lease; further,
Tenant  agrees  that  Landlord  shall not be liable for any damages resulting to
Tenant  from  effecting  compliance with Tenant's obligations under this Section
unless  caused  by  the  negligence  of  Landlord  or  otherwise.


1.79  No  Waiver.  No  failure by Landlord to insist upon the strict performance
of  any  agreement, term, covenant, or condition hereof or to exercise any right
or remedy consequent upon a breach thereof, and no acceptance of full or partial
rent during the continuance of any such breach, shall constitute a waiver of any
such  breach  of  such  agreement,  term, covenant, or condition.  No agreement,
term,  covenant, or condition hereof to be performed or complied with by Tenant,
and  no  breach thereof, shall be waived, altered, or modified except by written
instrument  executed by Landlord.  No waiver of any breach shall affect or alter
this  Lease,  but each and every agreement, term, covenant, and condition hereof
shall  continue in full force and effect with respect to any other then existing
or  subsequent  breach  thereof.  Notwithstanding  any unilateral termination of
this  Lease,  this  Lease  shall  continue  in  full  force and effect as to any
provisions  hereof which require observance or performance of Landlord or Tenant
subsequent  to  termination  (i.e.  any  and  all insurance and indemnifications
provisions  provided  for  herein).

1.80  Liquidated  Damages.  Nothing  contained  in  this Section shall limit or
prejudice the right of Landlord to prove and obtain as liquidated damages in any
bankruptcy, insolvency, receivership, reorganization, or dissolution proceeding,
an  amount  equal to the maximum allowed by any statute or rule of law governing
such  proceeding  and  in effect at the time when such damages are to be proved,
whether  or  not  such  amount  be  greater,  equal to, or less than the amounts
recoverable,  either as damages or rent, referred to in any of the provisions of
this  Section.

1.81  Administrative  and  Interest  Charges. Any rents or other amounts due and
                                    Page -27-
<PAGE>
owing  to Landlord hereunder which are not paid within five (5) days of the date
they  are  due shall thereafter bear interest at the Default Interest Rate until
paid.  In  addition  to the foregoing, Tenant shall pay to Landlord whenever any
Base  Rent,  Additional Rent, or any other sums due hereunder remain unpaid more
than five (5) days after the due date thereof, an administrative charge (and not
a  penalty)  to  compensate  Landlord for the costs and expenses associated with
handling  a  delinquent  account  equal  to five percent (5%) of the amount due.


     w.     Further,  upon  an  Event  of  Default by Tenant, in addition to all
other rights and remedies, Landlord shall be entitled to receive from Tenant all
sums,  the  payment  of  which  may  previously  have  been  waived or abated by
Landlord,  or  which may have been paid by Landlord pursuant to any agreement to
grant  Tenant  a  rental  abatement  or other monetary inducement or concession,
including,  but  not  limited  to,  any  Tenant  Improvement Allowance or moving
allowance,  together  with  interest thereon from the date or dates such amounts
were  paid by Landlord or would have been due from Tenant but for the abatement,
at  the  Default  Interest Rate, until paid; it being understood and agreed that
such  concession  or  abatement  was made on the condition and basis that Tenant
fully perform all obligations and covenants under the Lease for the entire Term.
Nothing  herein  contained shall limit any other remedy of Landlord provided for
in  this  Lease,  at law or in equity.  Landlord shall have the right to require
that  Tenant  pay  monies  due  in the form of a money order or certified funds.

1.82  Landlord's  Lien. Tenant agrees that Landlord shall have a Landlord's lien
on  and  against  all  real  or  personal property belonging to Tenant, Tenant's
agents, subtenants, or licensees, which real or personal property is situated on
or  in  the  Premises,  which  lien  shall  secure the payment of all rental and
additional  charges  payable  by  Tenant  to  Landlord  under  the terms hereof.


                                   SECTION 23
                                QUIET POSSESSION
                                -----------------

Tenant,  upon  paying  the  Base Rent, Additional Rent and all other charges and
monies  herein  required  of Tenant, and upon Tenant's performance of all of the
terms,  covenants  and  conditions  of  this  Lease  on  its part to be kept and
per-formed,  may  quietly  have,  hold and enjoy the Premises during the Term of
this  Lease  without  any  disturbance  from  Landlord  or from any other person
claiming  through  Landlord.

                                   SECTION 24
                             CONVEYANCE BY LANDLORD
                            ------------------------

In  the  event  of  any  sale, transfer or exchange of the Premises by Landlord,
Land-lord  shall be and is hereby relieved of all liability under any and all of
its  covenants  and obligations contained in or derived from this Lease, arising
out  of any act, occurrence or omission relating to the Premises occurring after
the consummation of such sale, transfer, conveyance or exchange.  Tenant agrees
to  attorn  to  such  purchaser,  transferee  or  grantee.

                                   SECTION 25
                              DEFAULT BY LANDLORD
                              ---------------------

Subject  to  10.1,  it  is agreed that in the event Landlord fails or refuses to
perform  any  of  the  provisions,  covenants  or  conditions  of  this Lease on
Landlord's  part  to  be kept or performed, that Tenant, prior to exercising any
right  or  remedy  Tenant  may have against Landlord on account of such default,
shall give written notice to Landlord of such default, specifying in said notice
the  default  with which Landlord is charged and Landlord shall not be deemed in
default  if the same is cured within thirty (30) days of receipt of said notice.
Notwithstanding  any  other  provision hereof, Tenant agrees that if the default
complained  of  in  the  notice provided for by this Section is of such a nature
                                    Page -28-
<PAGE>
that the same can be rectified or cured by Landlord, but cannot with reasonable
diligence  be rectified or cured by Landlord within said thirty (30) day period,
then  such default shall be deemed to be rectified or cured if Landlord within a
thirty  (30)  day period shall commence the rectification and curing thereof and
shall continue thereafter with all due diligence to cause such rectification and
curing  to  proceed.  In  no  event  shall Tenant have the right to terminate or
rescind  this  Lease  as  a  result  of Landlord's default as to any covenant or
agreement contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in the Lease or elsewhere.  Tenant hereby waives such
remedies  of  termination and recession and hereby agrees that Tenant's remedies
for  default  hereunder  and  for  breach  of any promise or inducement shall be
limited  to  a  suit  for  specific  performance,  declaratory  judgment, and/or
injunctive  relief.

                                   SECTION 26
                                  FORCE MAJEURE
                              ---------------------

Whenever a day is appointed herein on which, or a period of time is appointed in
which,  either  party  hereto  is  required to do or complete any act, matter or
thing,  the  time  for  the  doing  or completion thereof shall be extended by a
period  of  time  equal  to  the number of days on or during which such party is
prevented  from  or  is unreasonably interfered with, the doing or completion of
such  act,  matter  or  thing  because  of labor disputes, civil commotion, war,
warlike  operation, sabotage, governmental regulations or control, fire or other
casualty,  inability  to  obtain  any  materials,  or  to obtain fuel or energy,
weather  or  other  acts of God, terrorism, bioterrorism, or other causes beyond
such  party's  reasonable  control  (financial  inability  excepted);  provided,
however,  that  nothing  contained  herein  shall  excuse Tenant from the prompt
payment  of  any  rent  or  charge  required  of  Tenant  hereunder.

                                   SECTION 27
                                    NOTICES
                                    -------

1.83  Notices. Any and all notices and demands by or from Landlord to Tenant, or
by  or  from Tenant to Landlord, required or desired to be given hereunder shall
be in writing and shall be validly given or made if served either personally, or
delivered  by  recognized  commercial  courier  that  requires  a  written
acknowledgment  of  delivery  (such  as Federal Express), or if deposited in the
United  States  mail,  certified  or registered, postage prepaid, return receipt
re-quested. All notices given in accordance with this Section shall be effective
when  actually received; provided, however, that the first attempted delivery of
any  notice  which was not delivered as a result of a change of address of which
the  sending  party  was  not  notified or as a result of any party's refusal to
accept  delivery  shall  be  deemed  receipt.

     3.3.1     ADDRESS OF LANDLORD27.1.1     ADDRESS OF LANDLORD.  Any notice or
demand  to  Landlord  shall  be  addressed  to  Landlord  at:

          901  N.  Green  Valley  Parkway
          Suite  200
          Henderson,  Nevada  89074
          Attn:  Vice  President  Property  Management

with  a  copy  to:

          American  Nevada  Realty
          901  N.  Green  Valley  Parkway
          Suite  200
          Henderson,  Nevada  89074
          Attn:  Legal  Department

     3.3.2     ADDRESS  OF  TENANT27.1.2     ADDRESS  OF  TENANT.  Any notice or
demand  to  Tenant  shall be addressed to Tenant at the Premises with a copy to:

          Mego  Financial  Corp.
          4310  Paradise  Rd.
          Suite  302
          Las  Vegas,  Nevada  89109
          Attn:  Jon  Joseph,  General  Counsel
                                    Page -29-
<PAGE>
1.84  Change of Address. Any party hereto may change its address for the purpose
of  receiving notices or demands as herein provided by a written notice given in
the  manner  aforesaid  to  the  other  party  hereto, which notice of change of
address shall not become effective, however, until the actual receipt thereof by
the  other  party.



                                   SECTION 28
                                HOLDOVER TENANCY
                                -----------------

In  the event of holding over by Tenant after the expiration of the Term of this
Lease  (the  "Expiration  Date"), or in the event Tenant continues to occupy the
Premises  after  the  termination  of  Tenant's  right of possession pursuant to
Section  22.2, Tenant shall throughout the entire holdover period pay rent equal
to two hundred percent (200%) of the Base Rent, which would have been applicable
had  the  Term  of this Lease continued through such holding over by Tenant.  If
Tenant  remains  in  possession  of  all  or  any part of the Premises after the
expiration  of the Lease Term, with the express written consent of Landlord: (i)
such  tenancy  will be deemed to be a periodic tenancy from month-to-month only;
(ii)  such  tenancy will not constitute a renewal or extension of this Lease for
any  further term; and (iii) such tenancy may be terminated by Landlord upon the
earlier  of thirty (30) days prior written notice or the earliest date permitted
by  law.  Such  month-to-month  tenancy  will  be  subject  to every other term,
condition,  and  covenant  contained  in  this Lease including the Base Rent and
Additional  Rent  provisions.  Nothing  contained  in  this  Section 28 shall be
construed  as consent by Landlord to any holding over of the Premises by Tenant,
and  Landlord  expressly  reserves  the  right  to  require  Tenant to surrender
possession  of  the  Premises  to  Landlord  upon  the  expiration  or  earlier
termination  of  this Lease.  If Tenant fails to surrender the Premises upon the
expiration  or  earlier  termination  of  this Lease, despite demand to do so by
Landlord,  Tenant  shall  indemnify  and hold Landlord harmless from all loss or
liability,  including,  without  limitation,  any  claim  made by any succeeding
tenant  founded  on  or  resulting  from  such  failure  to  surrender.

                                   SECTION 29
                              REMEDIES CUMULATIVE
                              --------------------

The  various  rights,  options,  elections and remedies of Landlord contained in
this  Lease  shall  be  cumulative  and  no  one  of  them shall be construed as
exclusive  of any other, or of any right, priority or remedy allowed or provided
for  by  law  and  not  expressly  waived  in  this  Lease.

                                   SECTION 30
                             SUCCESSORS AND ASSIGNS
                            ------------------------

The  terms,  provisions,  covenants and conditions contained in this Lease shall
apply to, bind and inure to the benefit of the heirs, executors, administrators,
legal  representatives,  successors  and  assigns  of Landlord and Tenant (where
permitted),  respectively.

                                   SECTION 31
                               PARTIAL INVALIDITY
                               ------------------

If  any  term,  covenant or condition of this Lease, or any application thereof,
should  be  held  by  a  court  of competent jurisdiction to be invalid, void or
unenforceable,  all  terms,  covenants  and  conditions  of  this Lease, and all
applications thereof, not held invalid, void, or unenforceable shall continue in
full  force  and effect and shall in no way be affected, impaired or invalidated
thereby.

                                   SECTION 32
                              TIME OF THE ESSENCE
                              -------------------

Time  is  of  the  essence  of  this  Lease  and all of the terms, covenants and
conditions  hereof.

                                   SECTION 33
                                    Page -30-
<PAGE>
                                ENTIRE AGREEMENT
                                ----------------

This  Lease  contains  the entire agreement between the parties and shall not be
amended,  changed  or  terminated  orally.

                                   SECTION 34
                                 NO PARTNERSHIP
                                 --------------

Nothing  contained  in  this  Lease  shall be deemed or construed by the parties
hereto  or by any third party to create the relationship of principal and agent,
or  of  partnership, or of joint venture, or of any association between Landlord
and  Tenant.  Neither the method of computation of rent nor any other provisions
contained  in  this  Lease nor any acts of the parties hereto shall be deemed to
create  any relationship between Landlord and Tenant other than the relationship
of  landlord  and  tenant.

                                   SECTION 35
                                    BROKERS
                                    -------

The  parties  hereto  warrant  that they have had no dealings with any broker or
agent  in  connection  with this Lease other than the Broker, for which Landlord
shall  be responsible for the payment of a real estate commission, pursuant to a
separate  agreement  with  Broker.  Landlord  and  Tenant hereby hold each other
harmless  and indemnify the other from and against any and all cost, expense, or
liability  including  legal  fees  and  costs  in  defense  thereof,  for  any
compensation, commissions and charges claimed by any broker or agent, other than
Broker,  with respect to this Lease or the negotiation thereof based on any such
broker's  or  agent's  representation  of  Tenant  or  Landlord.


                                   SECTION 36
                                 SAVINGS CLAUSE
                                 --------------

In the event the Term of this Lease shall not have commenced within one (1) year
from  the  date  of  execution hereof, this Lease shall become null and void and
Landlord  and  Tenant  shall  thereupon be released from any and all obligations
with  respect  thereto.

                                   SECTION 37
                                ATTORNEYS' FEES
                                ---------------

In  the  event  any  action  at  law or in equity, or any special proceeding, be
instituted  by  either  of  the parties hereto against the other to enforce this
Lease, or any rights arising hereunder, or in connection with the subject matter
hereof,  the prevailing party shall be entitled to recover all costs of suit and
reasonable  attorney's  fees  at  trial  and  on  appeal.

                                   SECTION 38
                              INSOLVENCY AND DEATH
                             ----------------------

It  is  understood and agreed that neither this Lease nor any interest herein or
hereunder,  nor  any  estate  hereby  created  in favor of Tenant, shall pass by
operation  of  law  under  any  state  or  federal  insolvency,  bankruptcy  or
inheritance  act, or any similar law now or hereafter in effect, to any trustee,
receiver,  assignee for the benefit of creditors, heir, legatee, devisee, or any
other  person  whomsoever without the express prior written consent of Landlord.

                                   SECTION 39
                                    NET LEASE
                                   ----------

This  is an absolute net Lease and Landlord shall not be required to provide any
services,  or  do any act or thing with respect to the Premises, or Improvements
or the appurtenances thereto, except as may be specifically provided herein, and
the rent reserved herein shall be paid to Landlord without any claim on the part
of  Tenant  for  diminution,  setoff,  or  abatement, and nothing shall suspend,
abate, or reduce any rent to be paid hereunder, except as otherwise specifically
provided  in  this  Lease.
                                    Page -31-
<PAGE>
                                   SECTION 40
                               GENERAL PROVISIONS
                               ------------------

1.85 Captions. The captions appearing at the commencement of the Sections hereof
are  descriptive  only  and for convenience of reference to this Lease and in no
way  whatsoever define, limit or describe the scope or intent of this Lease, nor
in  any  way  affect  this  Lease.


1.86  Pronouns.  Masculine  or  feminine  pronouns  shall be substituted for the
neuter form and vice versa, and the plural shall be substituted for the singular
form and vice versa, in any place or places herein in which the context requires
such  substitution(s).


1.87  Governing  Law. The laws of the State of Nevada shall govern the validity,
construction,  performance,  enforcement  and  effect  of  this Lease. Any legal
action  under  this  Lease  or  in  any  way  pertaining  to  this Lease must be
instituted  and  maintained  in Clark County, Nevada. The exclusive venue of any
action  or  proceeding  arising out of or in connection with this Lease shall be
Clark County, Nevada. Each party hereby consents to the personal jurisdiction of
any  court  of  competent  subject  matter jurisdiction sitting in Clark County,
Nevada,  and  to the service of process in accordance with the laws of the State
of  Nevada  and  any  rules  applicable  to  such  court.


1.88  Words  of  Obligation.  Whenever  in  this  Lease  any  words  of
obligation  or  duty  are used in connection with either party, such words shall
have the same force and effect as though framed in the form of express covenants
on  the  part  of  the  party  obligated.

1.89  Joint  and  Several  Liability.  In the event Tenant now or
hereafter  shall  consist of more than one person, firm or corporation, then and
in  such  event,  all  such  persons, firms or corporations shall be jointly and
severally  liable  as  Tenant  hereunder.

1.90  Execution  of  Lease.  The submission of this Lease for examination does
not  constitute  a  reservation  of  or option to lease the Premises; this Lease
becomes  effective  as  a  Lease  only  upon  execution by Landlord and delivery
thereof  by  Landlord  to  Tenant.

     3.3.1     DEPOSIT.  Upon  acceptance of Tenant's offer to
lease  under the terms hereof and receipt by Landlord of a deposit in connection
with  Tenant's  submission  of  said offer, Landlord shall be entitled to retain
such  deposit and apply same to damages, costs and expenses incurred by Landlord
in  the  event  Tenant  fails to occupy the Premises.  If Landlord declines said
offer,  any  such  deposit  shall  be  returned  to  Tenant.

1.91  Notice  of  Claim.  Should  any  claim  or  lien  be  filed against the
Premises,  or  any action or proceeding be instituted affecting the title to the
Premises,  Tenant  shall  give Landlord written notice thereof as soon as Tenant
obtains  actual  or  constructive  knowledge  thereof.


1.92  Neutral  Construction.  This Lease shall not be construed either for
or against Landlord or Tenant, but this Lease shall be interpreted in accordance
with  the  general  tenor  of  its  language.

1.93  Construction  Allowance.  Tenant  agrees and acknowledges that Landlord
has  bargained  for  Tenant's full and faithful compliance with the terms of the
Lease,  and Tenant's full and faithful payment of all Base Rent, Additional Rent
and  other  charges and monies to be paid by Tenant.  Therefore, if Landlord has
granted  Tenant  any  construction allowance, Tenant Improvement Allowance, free
rent,  or  other  monetary  concession,  all such concessions and/or benefits to
Tenant  shall be effective only so long as Tenant is not in default of any term,
covenant  or provision of this Lease.  Thus, should Tenant default hereunder, in
addition  to  any  amounts  owing  from  Tenant  to Landlord as a result of such
default,  the full amount of any such construction allowance, Tenant Improvement
Allowance,  free  rent and/or other monetary concession shall be immediately due
and payable by Tenant to Landlord upon demand.  If such default by Tenant occurs
after the first full Lease Year of the Term, the total amount provided to Tenant
as construction allowance or Tenant Improvement Allowance shall be reimbursed to
                                    Page -32-
<PAGE>
Landlord, equitably prorated in proportion to the balance of the Lease Term, any
free rent or other monetary concessions shall be reimbursed to Landlord in full.

1.94  Third  Party  Beneficiary  Status.  Tenant acknowledges
that,  by  entering into this Lease with Landlord, Tenant has not become a third
party  beneficiary  of  any  lease  between Landlord and any other tenant of the
Property,  and that no part of the inducement to Tenant to enter into this Lease
was  any  promise  or  covenant  of Landlord, express or implied, to enforce any
other  lease  for  the  benefit  of  Tenant.

1.95  Limited Liability.  The obligations of Landlord under this Lease do not
constitute personal obligations of Landlord, or its members, managers, partners,
directors, officers, or shareholders, and Tenant shall look solely to Landlord's
interest  in the Property and to no other assets of Landlord for satisfaction of
any  liability with respect to this Lease and will not seek recourse against the
members,  managers,  partners,  directors, officers, or shareholders of Landlord
herein,  nor  against  any  of  their  personal  assets  for  such satisfaction.

                                   SECTION 41
                                OPTION TO EXTEND
                               ------------------
1.96  Extension Term. Provided Tenant is in compliance with each and every term,
covenant  and  condition of this Lease at the time that Tenant notifies Landlord
of  its  intent  to exercise its Option to Extend, as defined herein, and on the
commencement  date  of any extension granted hereby, Tenant shall have the right
and  option  to  extend  this Lease ("Option to Extend") for one (1) consecutive
additional  term  of  five  (5)  years  ("Extension  Term").

     3.3.1     COMMENCEMENT  DATE.  The  Extension Term  shall  commence  at
the  expiration  of  the original Term of this Lease.

1.97  Notice  of  Election.  The  Option  to  Extend shall be exercised by
Tenant  giving  Landlord  notice  in writing of such election to extend at least
nine  (9)  months, but not more than twelve (12) months, prior to the expiration
of  the  original  Term.

     3.3.1     ADJUSTMENT  OF BASE RENT.  Such Extension Term shall be on the
same  terms, covenants, and conditions as provided herein for the original Term,
except  that  the  Base  Rent  provided  in  Section 1.1.5 of the Lease shall be
determined  in  accordance  with  this  Section. The Base Rent payable by Tenant
during  the initial year of the Extension Term shall be equal to the fair market
rental  value  of the Premises ("FMV"), as defined below, as of the commencement
date  of  the  Extension  Term.

     38. Within thirty (30) days following the Tenant's notification to exercise
its  Option  to Extend, Landlord shall furnish Tenant with Landlord's good faith
determination  of  the  FMV  for  the Premises for the applicable Extension Term
("Landlord's  Determination").  Tenant  shall  have  thirty  (30) days following
receipt of Landlord's Determination to elect to proceed with the exercise of its
Option  to  Extend  by  executing  an  amendment  to  this Lease, reflecting the
adjustment  to  Base  Rent.


     39.  As  used  herein, the term "FMV" shall mean the average annual rental,
expressed  as  a  rate  per  rentable  square foot, which a willing, comparable,
non-equity,  Tenant would pay for comparable space, and that a willing Landlord,
exercising  reasonable  business  judgment,  would  accept,  at  arms-length for
comparable space in a comparable building product type, comparable business park
environment,  limited  to facilities and proximity to amenities within the Green
Valley  and  airport  sub-markets,  as  evidenced  where possible by leases that
commence  or  are  to  commence  on  or about the commencement of the applicable
Extension Term ("Comparison Leases"), adjusted to account for variations between
this  Lease  and  the  Comparison  Leases with respect to all relevant terms and
conditions, including, without limitation, the brokerage commissions, and tenant
improvements  or  tenant  allowances, the age and quality of construction of the
Building  and the relative credit worthiness and financial strength of Tenant as
compared  to  the  tenants  under  Comparison  Leases.

                                    Page -33-
<PAGE>
1.98  Termination  of Option to Extend.  The Option to Extend shall
automatically  terminate  and become null and void upon the earlier to occur of:
(i)  the  termination  of Tenant's right to possession of the Premises; (ii) the
assignment  by  Tenant of this Lease, in whole or in part, excepting therefrom a
Permitted  Assignee;  (iii)  the  sublease  by  Tenant of all or any part of the
Premises,  excepting  therefrom  a  Permitted  Assignee;  (iv)  the recapture by
Landlord  of  all  or  any  portion of the Premises under Section 22; or (v) the
failure  of  Tenant  to  timely  or  properly  exercise  the  Option  to Extend.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Lease as of the
date  set  forth  above.


LANDLORD                                   TENANT

CORPORATE  CTR.  IV,  LLC,                    MEGO  FINANCIAL  CORP.,
a  Nevada  limited  liability  company     a  New  York  corporation

By:     Silver  Springs,  Inc.,
                                           s/s Robert S. Understein
                                           _______________________________
a  Nevada  corporation,                    By:
                                               Robert S. Understein
                                           _______________________________

Its  Manager                               Title: Chief Financial Officer

                                           _______________________________

By:   s/s Gregory E. Jones
    ----------------------------
          Gregory  E. Jones,
          Senior  Vice  President

                                    Page -34-
<PAGE>

     EXHIBIT  A-1

     LEGAL  DESCRIPTION  OF
     2280  CORPORATE  CIRCLE

A  parcel  of  land  being a portion of the South Half (S  ) of Section Eighteen
(18) and the North Half (N  ) of Section Nineteen (19), Township Twenty-two (22)
South,  Range  Sixty-two  (62)  East,  M.D.M.,  City of Henderson, Clark County,
Nevada,  being  a portion of Lot One (1) of Official Plat of Green Valley/Pebble
Commercial Center, as recorded in Book 64 of Plats, Page 68, of Official Records
of  Clark  County,  Nevada,  being  more  particularly  described  as  follows:

COMMENCING  at  a 2" brass cap in a monument box at the Northwest (NW) Corner of
said  Section  Nineteen  (19),  said  point  being  at  the  intersection of the
centerline  of  Pebble  Road  (80  foot wide right-of-way) and the centerline of
Pecos  Road  (100 foot wide right-of-way); thence South 89o06'51" East along the
North line of said Section Nineteen (19) and along the centerline of said Pebble
Road, 2385.84 feet to the intersection of the centerline of said Pebble Road and
the  intersection  of  Carnegie Street (80 foot wide right-of-way); thence South
00o53'09"  West along the centerline of said Carnegie Street 363.63 feet; thence
leaving  said  centerline  South 89o06'51" East 136.69 feet to the TRUE POINT OF
BEGINNING  of  the  herein  described  tract; thence North 02o58'14" East 341.81
feet;  thence North 15o00'00" East 221.39 feet to the beginning of a 750.00 foot
radius  curve  to  the  right; thence along said 750.00 foot radius curve to the
right  through a central angle of 01o59'21" (the long chord of which bears North
15o59'41"  East  26.04  feet)  for  an  arc distance of 26.04 feet; thence South
73o00'39"  East 28.95 feet; thence North 21o59'59" East 47.66 feet; thence North
68o00'00"  East  144.48  feet;  thence  South 22o00'00" East 266.00 feet; thence
North  68o00'00"  East  254.91  feet  to  the  beginning of a 582.00 foot radius
non-tangent  curve  to the left; thence along said non-tangent curve to the left
through  a  central  angle  of  26o02'26"  (the  long chord of which bears South
24o38'08"  East 262.24 feet) for an arc distance of 264.52 feet to the beginning
of  a  25.00  foot  radius reverse curve to the right; thence along said reverse
curve to the right through a central angle of 83o13'13" (the long chord of which
bears  South 03o57'16" West 33.20 feet) for an arc distance of 36.31 feet to the
beginning  of  a 352.55 foot radius reverse curve to the left; thence along said
reverse  curve  to the left through a central angle of 20o31'09" (the long chord
of  which  bears South 35o18'18" West 125.58 feet) for an arc distance of 126.26
feet;  thence  North  63o39'56"  West  245.85  feet; thence South 68o00'00" West
212.32 feet; thence South 22o00'00" East 62.00 feet; thence South 68o00'00" West
27.00  feet; thence South 22o00'00" East 31.00 feet; thence South 68o00'00" West
212.86  feet;  thence  North  87o01'46"  West  26.91  feet  to the TRUE POINT OF
BEGINNING.

Containing  5.622  acres,  more  or  less.

APN  #178-19-815-008

Legal  prepared  by:     Tex  J.  Brooks
                         WRG  Design,  Inc.
                         2260  Corporate  Circle,  Suite  430
                         Henderson,  NV  89074
                         702/990-9300
Dated:                   October  22,  2001
<PAGE>

                                  EXHIBIT A-2

                              SITE PLAN OF PROPERTY

<PAGE>

                                  EXHIBIT A-3

                              SCHEMATIC OF BUILDING

<PAGE>

                                  EXHIBIT A-4

                      SITE PLAN OF PREMISES WITHIN BUILDING

<PAGE>

                                  EXHIBIT A-5

                              SCHEMATIC OF PREMISES

<PAGE>

                                    EXHIBIT B

                        MEMORANDUM OF COMMENCEMENT DATE
                        AND CONFIRMATION OF RENTABLE AREA

     The  Commencement  Date of that Lease by and between 2280 CORPORATE CIRCLE,
LLC,  A NEVADA LIMITED LIABILITY COMPANY, as Landlord, and MEGO FINANCIAL CORP.,
A  NEW  YORK  CORPORATION,  as  Tenant, as provided for in Section 1.1.8 of said
Lease  is the __ day of _____, 200_.  The Lease expiration date is the __ day of
_____,  200_.

     Further,  the  parties  hereto  confirm  that  the Rentable Area (i) of the
Premises  shall be deemed to be __________ square feet; and (ii) of the Building
shall be deemed to be __________ square feet, which may be adjusted from time to
time.  Tenant's  Pro-Rata  Portion  shall  be  ____%.

Dated:  _______   __,  2002.

LANDLORD                                   TENANT

CORPORATE  CTR.  IV,  LLC,                    MEGO  FINANCIAL  CORP.,
a  Nevada  limited  liability  company     a  New  York  corporation

By:     Silver  Springs,  Inc.,
                                           _______________________________
                                           _______________________________
a  Nevada  corporation,                    By:
                                           _______________________________
                                           _______________________________

Its  Manager                               Title:
                                           _______________________________
                                           _______________________________

By:     ________________
        Gregory  E.  Jones,
        Senior  Vice  President

<PAGE>




                                    EXHIBIT C

                             LANDLORD'S WORK LETTER

Tenant  accepts  Premises  in  its  "as  is"  condition.

<PAGE>


                                    EXHIBIT D

                              2280 CORPORATE CIRCLE
                              RULES AND REGULATIONS

Tenant  agrees  as  follows:

1.     All  loading  and  unloading  of supplies, equipment or the like shall be
done  only  at  such time, in the areas, and through the entrance(s) or areas as
may  be  designated  for such purposes by Landlord.  The delivery or shipping of
merchandise,  supplies and fixtures to and from the Premises shall be subject to
such  Rules  and  Regulations as, in the judgment of Landlord, are necessary for
the  proper  operation  of  the  Premises  or  the  Property.

2.     Without the prior written consent of the Landlord, Tenant shall not sell,
     or  permit  the  sale  at retail, of newspapers, magazines, periodicals, or
theater  tickets,  in or from the Premises, nor shall Tenant carry on, or permit
or  allow any employee or other person or carry on, the business of stenography,
typewriting  or  any similar business in or from the Premises for the service or
accommodation  of  occupants  of  any  other  portion  of  the  Building, or any
manufacturing  of  any  kind,  or  the  business of a public barber shop, beauty
parlor, or a manicuring and chiropodist business or any business other than that
specifically provided for in the Lease.  No Tenant shall obtain for use upon the
Premises  ice,  drinking  water,  towel  and  other  similar services, or accept
barbering  or bootblack services in the Premises, except from persons authorized
by  the  Landlord  and  at  hours  and  under regulations fixed by the Landlord.

3.     Subject  to the terms of the Lease, no aerial, antenna, satellite dish or
similar device shall be erected on the roof or exterior walls of the Premises or
in  the  Property,  without  in each instance, the prior written consent of
Landlord,  unless  otherwise  provided in the Lease.  Any such item so installed
without  such  written consent shall be subject to removal without notice at any
time  at  Tenant's  expense.

4.     Tenant  shall  not, without the prior written consent of Landlord, use in
or about the Premises any advertising or promotional media such as searchlights,
     loud  speakers,  phonographs,  or other similar visual or audio media which
can  be  seen  or  heard  outside  the  Premises.

5.     Tenant  shall  keep  the  Premises  at a temperature sufficiently high to
prevent  freezing  of  water  in  pipes  and  fixtures.

6.     The exterior areas immediately adjoining the Premises shall be kept clean
     and  free  from dirt and rubbish by Tenant to the satisfaction of Landlord,
and  Tenant  shall  not  place  or  permit  any  obstructions  in  such  areas.

     g.     Tenant  shall  not burn any trash or garbage of any kind in or about
the  Premises  or  Property.

7.     The plumbing facilities shall not be used for any other purpose than that
for  which they are constructed, and no foreign substance of any kind shall
be  thrown  therein.  The expense of any breakage, stoppage, or damage resulting
from  a  violation  of this provision shall be borne by the Tenant who shall, or
whose  employees, agents, servants, customers or invitees shall, have caused it.

8.     Tenant  shall  keep  the  Premises  free  from  pests  and  vermin.

9.     On  Saturdays,  Sundays  or legal holidays, and on other days between the
hours  of 6 p.m. and 7 a.m., access to the Building, or to the halls, corridors,
or  stairways  in  the  Building,  or  to the Premises may be refused unless the
person  seeking  access is known to the building watchman, if any, in charge and
has  a  pass or is properly identified.  The Landlord shall in no case be liable
for  damages for the admission or exclusion from the Building of any person whom
the  Landlord  has  the  right to exclude under these Rules and Regulations.  In
case  of invasion, mob riot, public excitement, or other commotion, the Landlord
reserves  the  right to prevent access to the Building during the continuance of
the  same  by  closing the doors or otherwise, for the safety of the tenants and
protection  of  property  in  the  Building.

                                  Page 1 of 3
<PAGE>

10.  Except with the written consent of the Landlord, no person or persons other
than  those approved by the Landlord will be permitted to enter the Building for
such  purpose, but the Tenant shall not cause unnecessary labor by reason of the
Tenant's  carelessness  and  indifference  in the preservation of good order and
cleanliness.


11.     No Tenant shall lay linoleum or other similar floor covering so that the
same  shall be affixed to the floor of the Premises in any manner except by
a  paste  or  other  material which may easily be removed with water, the use of
cement  or  other  similar  adhesive  materials being expressly prohibited.  The
method  of  affixing  any  such  linoleum or other similar floor covering to the
floor,  as well as the method of affixing carpets or rugs to the Premises, shall
be  subject  to  prior  approval  by the Landlord.  The expense of repairing any
damage  resulting  from a violation of this rule shall be borne by the Tenant by
whom,  or  by whose agents, clerks, employees or visitors, the damage shall have
been  caused.

12.     No  sign,  advertisement  or  notice  visible  from  the exterior of the
Premises shall be inscribed, painted or affixed by the Tenant on any part of the
Building  without  the  prior  written  consent  of  the  Landlord.  If the
Landlord  shall have given such consent at any time, whether before or after the
execution  of  this  Lease,  such consent shall in no way operate as a waiver or
release of any of the provisions hereof or of this Lease, and shall be deemed to
relate  only  to the particular sign, advertisement or notice so consented to by
the  Landlord  and  shall  not  be construed as dispensing with the necessity of
obtaining  the specific written consent of the Landlord with respect to each and
every  such  sign,  advertisement  or  notice  other  than  the particular sign,
advertisement  or  notice,  as the case may be, so consented to by the Landlord.
If  the  Landlord,  by  a  notice  in writing to the Tenant, shall object to any
curtain,  blind,  shade or screen attached to, or hung in, or used in connection
with  any window or door of the Premises, such use of such curtain, blind, shade
or  screen  shall  be  forthwith discontinued by the Tenant.  No awning shall be
permitted  on  any  part  of  the  Premises.

13.     Tenant  shall not make noises, cause disturbances, or create odors which
may  be  offensive  to  Landlord  or  to  other tenants of the Property or their
employees,  agents,  servants,  customers  or  invitees.

14.     No  portion  of  the  Premises or the Property shall be used for sale or
display  of  any  obscene,  pornographic,  so  called "adult" or other offensive
merchandise  or  activities.

15.     Without  Landlord's  prior  written  consent, no sign or other object or
thing  visible to public view outside of the Premises shall be placed or allowed
on  the  exterior  of  the Premises or in the interior of the Premises in such a
manner  as shall be visible from outside the Premises.  Tenant shall be required
to  properly  maintain  any  sign  permitted  under  the Lease, including prompt
repairs  of  any  nature.  Upon  expiration  of  the  Lease,  Tenant  shall  be
responsible  for promptly removing any sign placed in and around the Premises by
Tenant.  Tenant  shall  repair  all damage caused to the Building or Premises by
such  removal,  including  proper  "capping  off" of electrical wiring.  Without
limiting  the  generality  of  the  foregoing,  Tenant  shall  adhere  to  all
requirements  contained  in  EXHIBIT  C  attached to this Lease and incorporated
herein  by  reference.

16.     Tenant  and  Tenant's employees and agents shall not solicit business in
the  parking  areas  or  other  Common  Areas,  nor  shall Tenant distribute any
handbills  or other advertising matter in automobiles parked in the parking area
or  in  the  Common  Areas.

17.     Tenant shall refrain from keeping, displaying or selling any merchandise
or  any object outside of the interior of the Premises or in any portion of
any  sidewalks,  walkways or other part of the Property outside of the Premises.
No  sales  tables, merchandise displays, signs or other sections shall be placed
in  front of, or affixed to, any part of the exterior of the Building nor placed
in  the  halls, common passageways, corridors, vestibule or parking area without
the  prior  written  consent  of  the  Landlord.
<PAGE>
                                  Page 2 of 3

18.     The  sidewalks,  halls,  passages, corridors, exits, stairways and other
Common  Areas  shall  not  be obstructed by Tenant or used for any purpose other
than for ingress and egress to the Premises.  Tenant shall not erect or maintain
any barricade or scaffolding which may obscure the signs, entrances or show
window  of  any  other tenant in the Property or tend to interfere with any such
other  tenant's  business.

19.     Landlord  reserves  the  right to exclude or expel from the Property any
person  who,  in  the  judgment  of  the  Landlord  is  intoxicated or under the
influence  of  liquor, or who shall in any manner do any act in violation of any
of  the  rules  and  regulations  of  the  Property.

20.     Tenant  shall  not place a load upon any floor of the Premises exceeding
the  floor  load per square foot which said floor was designed to carry or which
is  allowed  by  law.

     The Landlord shall have power to prescribe the weight and position of safes
or  other  large  or  heavy  objects which shall, if considered necessary by the
Landlord,  stand  on three-inch thick wood strips to distribute the weight.  The
moving of safes shall occur only between such hours as may be designated by, and
only  upon  previous  notice  to,  the  manager  of the Building and the persons
employed  to  move  safes  in  or  out of the Building must be acceptable to the
Landlord.  No  freight,  furniture  or  bulky matter of any description shall be
received  into  the Building except during hours and in a manner approved by the
Landlord.

21.     Landlord  will  direct  electricians as to where and how telephone wires
are  to  be  introduced.  No boring or cutting for wires will be allowed without
the  consent  of  Landlord.  The  location  of  telephones, call boxes and other
office  equipment  affixed  to  the  Premises shall be subject to the reasonable
approval  of  Landlord.

22.     Tenant,  upon  termination  of  the Lease, shall deliver to Landlord the
keys  of  offices,  rooms  and  toilet  rooms which shall have been furnished to
Tenant  or which Tenant shall have made, and in the event of loss of any keys so
furnished,  shall  pay  Landlord its reasonable cost therefor.  Tenant shall not
alter  any lock or install any new or additional locks or any bolts on any doors
of  the Premises without the prior approval of Landlord, and if such approval is
given,  then  Tenant  shall  furnish  Landlord  with  the  key  therefor.

23. Tenant shall see that the doors of the Premises are closed at all times when
not in use for ingress or egress and securely locked before leaving the Building
of  which  the Premises is a part, and that all electricity, gas, heating or air
conditioning  shall  likewise  be  carefully shut off, so as to prevent waste or
damage,  and  for  any  default  or carelessness in connection there with Tenant
shall  make  good  all  injuries  sustained by other tenants or occupants of the
Property  by  Landlord.

     2.  Tenant  shall  see that the windows, transoms and doors of the Premises
are  closed  and  securely  locked  before leaving the Building and must observe
strict  care  not to leave windows open when it rains, and Tenant shall exercise
extraordinary  care  and  caution  that all water faucets or water apparatus are
entirely  shut-off  before  Tenant  or Tenant's employees leave the Building and
that  all  electricity,  gas  or  air shall likewise be carefully shut-off as to
prevent  waste  or  damage and for any default or carelessness Tenant shall make
good  all injuries sustained by other tenants or occupants of the Building or by
Landlord.

24.     Employees  of Landlord shall not perform any work or do anything outside
of  their  regular  duties  unless under special instructions from Landlord, and
none  of  Landlord's  employees  will  admit  any  person  to any office without
specific  instructions  from  Landlord.

25.  All  professional practice conducted on the Premises shall be in compliance
with  the Code of Ethics of such profession. All advertising, if any, by Tenant,
its  agents,  employees,  servants, contractors, and licenses in connection with
the  Premises  shall  be  in  compliance  with  said  Code  of  Ethics.

26.  Landlord reserves the right to waive any rule in any particular instance or
as  to  any  particular  person or occurrence and further, Landlord reserves the
Page 3 of 3
<PAGE>

right  to  amend or rescind any of these Rules and Regulations or make, amend or
rescind  new  rules to the extent Landlord, in its sole judgment, deems suitable
for  the  safety,  care  and cleanliness of the Property and the conduct of high
standards  of  performance  therein.  Tenant  agrees  to  conform to such new or
amended  rules  upon  receiving  written  notice  of  the  same.

27.     Tenant  shall  not use any space heaters in any portion of the Premises.

28.     There  shall  be  no  smoking  in  any  portion  of  the Premises or the
Building.

29.     Tenant  shall not, without Landlord's prior written approval, operate or
permit  to  be  operated  on  the  Premises  any  coin or token-operated vending
machines  or  similar device for the sale or leasing to the public of any goods,
wares,  merchandise,  food,  beverages,  and  or  service,  including,  without
limitation,  pay  telephones,  pay  lockers,  pay  toilets, scales and amusement
devices.

30.     Tenant shall refrain from using or permitting the use of the Premises or
any portion thereof as living quarters, sleeping quarters or lodging rooms.

31.     Tenant  shall  not,  without Landlord's prior written approval, cover or
obstruct  any  windows,  glass  doors,  lights,  skylights,  canopies  or  other
apertures  that  reflect  or  admit  light  into  the  Premises.

32.     Tenant  shall  refrain  from  keeping  or  permitting the keeping of any
animals  of  any  kind  in,  about or upon the Premises without Landlord's prior
written  approval.
                                  Page 4 of 3
<PAGE>

                                    EXHIBIT E

                        JANITORIAL SERVICE SPECIFICATIONS

     Pursuant to Section 10.1 (b) of this Lease, Landlord shall perform, or have
performed, the following janitorial services to the Exterior Common Areas of the
Building,  subject  to  the  limitations  outlined  below:

33.     Daily service, as outlined below, shall be performed five (5) nights per
     week,  typically  Sunday through Thursday, excluding all legally recognized
federal  and  state  holidays.  Any  weekly,  quarterly,  semi-annual, or annual
service, which Landlord shall deem necessary, shall be performed as scheduled by
Landlord.

34.     Landlord  may,  if deemed necessary by Landlord, at its sole discretion,
utilize a day porter for performing specific janitorial services to the Exterior
Common  Areas  of  the  Building,  during  the  hours  of  operation of the
Building.


A.     EXTERIOR  COMMON  AREAS
       -----------------------

     1.  Daily  Service
         --------------

     a.  Empty  cigarette  receptacles.
     b.  Empty  all  waste  containers  and  spot  clean.
     c.  Remove  trash  from  plantings.
     d.  Clean  sidewalks  and  plaza  areas.

<PAGE>


                                    EXHIBIT F

                                 GATEWAY SIGNAGE


<PAGE>
                                    EXHIBIT G

                              ROOFING REQUIREMENTS

Tenant  shall  notify  Landlord's  roofing/waterproofing  contractor, Commercial
Roofers,  Michael  Lee at 702/876-1777 ("Roofing Contractor") before any type of
work  is  performed  that  impacts  any  roofing  or waterproofing system in any
fashion.  Roofing  Contractor  shall  be  given  the  opportunity  to review all
proposed  modifications to the roofing/ waterproofing system (including, but not
limited  to,  the installation of new unit curbs, satellite dishes, vent stacks,
etc.).  Roofing  Contractor  shall  note any proposed modifications, ensure that
they  are  in  compliance  with  requirements  by  the  roofing or waterproofing
membrane  manufacturer, and shall advise Tenant of any conflicts or requirements
to  maintain  Landlord's  roofing/waterproofing  manufacturer's  guarantee.

No  roofing  or  waterproofing  work,  in any form, shall commence until Roofing
Contractor  has  reviewed  and  approved  all  proposed roofing or waterproofing
modifications  and developed a cost proposal regarding said items.  Tenant shall
be  liable  for  any  and  all  costs  relating  to any roofing or waterproofing
modifications.  In  the  event  that Tenant fails to adhere to these guidelines,
Landlord shall have the right to direct Roofing Contractor to make all necessary
changes  to  the roofing or waterproofing system in order to maintain Landlord's
roofing or waterproofing warranty (including, but not limited to, new roofing or
waterproofing  membrane  items  and all associated items such as HVAC equipment,
electrical,  etc.)  said  costs  shall  then  be  passed  on  to  the  Tenant.

Tenant  shall adhere to the guidelines set above.  Should Tenant be uncertain of
any  potential  impacts to any roofing or waterproofing system, they shall first
contact  the  Roofing  Contractor  for  clarification.
<PAGE>


                                  LEASE BETWEEN

                           2280 CORPORATE CIRCLE, LLC,
                       A NEVADA LIMITED LIABILITY COMPANY,

                                       AS
                                    LANDLORD,


                                       AND


                              MEGO FINANCIAL CORP.,
                             A NEW YORK CORPORATION,

                                       AS
                                     TENANT,


                                       IN
                              2280 CORPORATE CIRCLE
                                HENDERSON, NEVADA


                                MAY _____ , 2002

<PAGE>

     TABLE  OF  CONTENTS


SECTION  1    DEFINITIONS                                Page  -1-
              -----------
1.1     DEFINITIONS                                      Page  -1-
     1.1.1  "ADDITIONAL  RENT"                           Page  -1-
     1.1.2  "ADJUSTMENT  MONTH"                          Page  -1-
     1.1.3  "AGGREGATE  MONTHLY  RENT"                   Page  -1-
     1.1.4  "ALLOWANCE"                                  Page  -1-
     1.1.5  "BASE  RENT"                                 Page  -1-
     1.1.6  "BROKER"                                     Page  -1-
     1.1.7  "BUILDING"                                   Page  -1-
     1.1.8  "COMMENCEMENT  DATE"                         Page  -1-
     1.1.9  "COMMON  AREAS"                              Page  -1-
     1.1.10  "DEFAULT  INTEREST  RATE"                   Page  -1-
     1.1.11  "LANDLORD'S  WORK"                          Page  -1-
     1.1.12  "LEASE  YEAR"                               Page  -1-
     1.1.13  "MORTGAGEE"                                 Page  -1-
     1.1.14  INTENTIONALLY  OMITTED                      Page  -1-
     1.1.15  "PREMISES"                                  Page  -1-
     1.1.16  "PROPERTY"                                  Page  -1-
     1.1.17  "PROPERTY  OPERATING  COSTS"                Page  -2-
     1.1.18  "RENTABLE  AREA"                            Page  -2-
     1.1.19  INTENTIONALLY  OMITTED                      Page  -2-
     1.1.20  "TENANT  IMPROVEMENTS"                      Page  -2-
     1.1.21  "TENANT'S  PRO-RATA  PORTION"               Page  -2-
     1.1.22  "TENANT'S  SHARE"                           Page  -2-
     1.1.23  "TERM"                                      Page  -2-

SECTION  2    PREMISES     Page  -2-
              --------
2.1     PREMISES                                         Page  -2-
     2.1.1  LANDLORD'S  RESERVATIONS                     Page  -2-
2.2     DECLARATION                                      Page  -2-

SECTION  3    BASE  RENT                                 Page  -2-
              ----------
3.1     BASE  RENT                                       Page  -2-
     3.1.1  FIRST  MONTH'S  RENTAL  OBLIGATION           Page  -2-
3.2     BASE  RENT  INCREASES                            Page  -2-
3.3     ADDITIONAL  RENT                                 Page  -2-
     3.3.1  TENANT'S  SHARE  OF  PROPERTY
            OPERATING  COSTS                             Page  -2-
     3.3.2  NOTIFICATION  OF  PROPERTY
            OPERATING  COSTS                             Page  -3-
     3.3.3  PROPERTY  OPERATING  COSTS                   Page  -3-
     3.3.4  PROPERTY  OPERATING  COST  EXCLUSIONS        Page  -4-
     3.3.5  IMPOSITIONS                                  Page  -4-
3.4     EXPENDITURES  BY  LANDLORD                       Page  -4-
3.5     MONETARY  PAYMENTS                               Page  -5-

SECTION  4    RIGHT  OF  AUDIT                           Page  -5-
              ----------------
4.1     RIGHT  OF  AUDIT                                 Page  -5-
     4.1.1  AUDIT  CONFIDENTIALITY                       Page  -5-

SECTION  5    SECURITY  DEPOSIT                          Page  -6-
              -----------------
5.1     SECURITY  DEPOSIT                                Page  -6-
     5.1.1  RETURN  OF  DEPOSIT                          Page  -6-
     5.1.2  NO  RIGHT  OF  TENANT  TO
            ENCUMBER  DEPOSIT                            Page  -6-
5.2     NO  RIGHT  OF  DEDUCTION                         Page  -6-
5.3     RIGHT  TO  RAISE  SECURITY  DEPOSIT              Page  -6-
<PAGE>
SECTION  6    POSSESSION  AND  SURRENDER                 Page  -6-
              --------------------------
6.1     POSSESSION  OF  THE  PREMISES                    Page  -6-
6.2     SURRENDER                                        Page  -6-

SECTION  7    USE  OF  PREMISES                          Page  -7-
              -----------------
7.1     USE  OF  PREMISES                                Page  -7-
7.2     MAINTENANCE  AND  REPAIR                         Page  -7-
7.3     STORAGE  OF  GARBAGE                             Page  -7-
7.4     ABIDANCE  OF  RULES  AND  REGULATIONS            Page  -7-
7.5     COMMERCIALLY  REASONABLE  OPERATION              Page  -7-
7.6     PROHIBITION  AGAINST  INTERFERENCE
        WITH  OTHER  TENANTS                             Page  -7-
7.7     USE  OF  COMMON  AREAS                           Page  -7-
7.8     PARKING                                          Page  -7-
7.9     TRADEMARK  RESTRICTIONS                          Page  -7-
     7.9.1  TRADEMARK                                    Page  -8-
7.10     GAMING                                          Page  -8-
7.11     SATELLITE  DISH                                 Page  -8-

SECTION  8    IMPROVEMENTS,  SIGNAGE  AND  ALTERATIONS   Page  -8-
              ----------------------------------------
8.1     IMPROVEMENTS                                     Page  -8-
     8.1.1  INTENTIONALLY  OMITTED                       Page  -8-
     8.1.2  BUILDING  SIGN                               Page  -8-
     8.1.3  GATEWAY  SIGNAGE                             Page  -8-
8.2     ALTERATIONS                                      Page  -8-
8.3     HOLD  HARMLESS                                   Page  -9-
     8.3.1  LIABILITY  INSURANCE                         Page  -9-
8.4     COMPLIANCE  WITH  APPLICABLE  LAW                Page  -9-
8.5     LIENS                                            Page  -9-

SECTION  9    PARKING  AND  COMMON  AREAS                Page  -9-
              ---------------------------
9.1     COMMON  AREAS                                    Page  -9-
9.2     PARKING  SPACE  LEASING                          Page  -9-
     9.2.1  COVERED  PARKING                            Page  -10-

SECTION  10    LANDLORD'S  SERVICES                     Page  -10-
               --------------------
10.1     LANDLORD  SERVICES                             Page  -10-
10.2     IMPROVEMENTS  TO  COMMON  AREAS                Page  -10-
10.3     LANDLORD'S  DUTY  TO  REPAIR                   Page  -11-
     10.3.1  UTILITY  SERVICE  FACILITIES               Page  -11-

SECTION  11    UTILITIES                                Page  -11-
               ---------
11.1     UTILITIES                                      Page  -11-
     11.1.1  EXCESSIVE  USE                                        Page  -11-
     11.1.2  MAINTENANCE                                Page  -11-
     11.1.3  SERVICE  CONTRACTS.                        Page  -11-

SECTION  12  LAWS  AND  REGULATIONS                     Page  -11-
             ----------------------
12.1     AMERICANS  WITH  DISABILITIES  ACT             Page  -11-
12.2     INSURANCE  SERVICES  OFFICE                    Page  -11-
12.3     STORAGE  OF  DISPOSITION  OF
         HAZARDOUS  MATERIALS                           Page  -12-
12.3.1     HAZARDOUS  MATERIALS  AND  SUBSTANCES        Page  -12-
12.4     INDEMNIFICATION                                Page  -12-
12.5     JEOPARDIZE  INSURANCE  POLICIES                Page  -12-

SECTION  13    TAXES                                    Page  -12-
               -----
13.1     TAXES                                          Page  -12-
<PAGE>
13.2     EXCISE  TAX                                    Page  -12-
13.2.1     CONTEST  VALIDITY                            Page  -13-

SECTION  14    INSURANCE                                Page  -13-
               ---------
14.1     GENERAL  LIABILITY  INSURANCE                  Page  -13-
14.2     SPECIAL  PERIL  PROPERTY  INSURANCE            Page  -13-
14.3     CERTIFICATE  OF  INSURANCE                     Page  -13-
14.4     USE  OF  PREMISES                              Page  -13-
14.5     WAIVER  OF  RECOVERY  RIGHTS                   Page  -13-
14.6     WAIVER  OF  SUBROGATION                        Page  -13-
14.7     PROHIBITED  SALES  OR  ACTIVITY                Page  -13-
14.8     PROHIBITED  USE  DEEMED  ULTRA  HAZARDOUS      Page  -13-
14.9     LANDLORD'S  MAINTENANCE  OF  SPECIAL
         PERIL PROPERTY INSURANCE                       Page  -14-
14.10    LANDLORD'S  MAINTENANCE  OF  GENERAL
         LIABILITY INSURANCE                            Page  -14-

SECTION  15    INDEMNIFICATION                          Page  -14-
               ---------------
15.1     INDEMNIFICATION                                Page  -14-
15.2     LANDLORD'S  LIABILITY                          Page  -14-

SECTION  16    SUBORDINATION  AND  NONDISTURBANCE       Page  -14-
               ----------------------------------
16.1     SUBORDINATION                                  Page  -14-
16.2     PRIOR  LIEN                                                Page  -14-
16.3     ATTORNMENT                                     Page  -15-
16.4     NONDISTURBANCE                                 Page  -15-

SECTION  17    ASSIGNMENT  AND  SUBLETTING              Page  -15-
               ---------------------------
17.1     ASSIGNMENT                                     Page  -15-
     17.1.1  PERMITTED  ASSIGNEES                       Page  -15-
     17.1.2  PROPOSED  ASSIGNEE                         Page  -15-
     17.1.3  DEFAULT                                    Page  -15-
17.2     OPTION  TO  TERMINATE                          Page  -15-
17.3     BONUS  RENT                                    Page  -16-
17.4     REMEDIES                                       Page  -16-
17.5     PROCESSING  FEE                                Page  -16-

SECTION  18    CONDEMNATION                             Page  -16-
               ------------

SECTION  19    DAMAGE  OR  DESTRUCTION                  Page  -16-
               -----------------------
19.1     DESTRUCTION  OF  PREMISES                      Page  -16-
19.2     RECONSTRUCTION                                 Page  -17-
     19.2.1  LEASE  TERMINATION                         Page  -17-
19.3     INSURANCE  PROCEEDS  MAINTAINED  BY  TENANT    Page  -17-
19.4     INSURANCE  PROCEEDS  MAINTAINED  BY  LANDLORD  Page  -17-

SECTION  20    RIGHT  OF  ACCESS                        Page  -17-
               -----------------
20.1     RIGHT  OF  ACCESS                              Page  -17-
20.2     PERFORMANCE  OF  WORK                          Page  -17-
20.3     EXHIBITING  PREMISES                           Page  -17-

SECTION  21    ESTOPPEL  CERTIFICATE                    Page  -18-
               ---------------------

SECTION  22    TENANT'S  DEFAULT/LANDLORD'S  REMEDIES   Page  -18-
               --------------------------------------
22.1     EVENTS  OF  DEFAULT                                     Page  -18-
     22.1.1  NON-PAYMENT  OF  MONEY                     Page  -18-
     22.1.2  NON-MONETARY  NON-PERFORMANCE              Page  -18-
     22.1.3  ABANDONMENT  OF  PREMISES                  Page  -18-
     22.1.4  BANKRUPTCY                                 Page  -18-
<PAGE>
     22.1.5  MECHANIC  LIENS                            Page  -18-
     22.1.6  FALSIFIED  FINANCIAL  REPORTS              Page  -18-
     22.1.7  FAILURE  TO  OBTAIN  POLICIES  AND/OR
             CERTIFICATES OF INSURANCE                  Page  -18-
     22.1.8  FAILURE  TO  OBTAIN  CONSENT               Page  -18-
     22.1.9  INTENTIONALLY  OMITTED                     Page  -18-
     22.1.10  INTENTIONALLY  OMITTED                           Page  -18-
     22.1.11  FAILURE  TO  PERFORM  OTHER  OBLIGATIONS  Page  -18-
     22.1.12  CROSS-DEFAULTS                            Page  -19-
22.2     ADDITIONAL  REMEDIES                           Page  -19-
22.3     RIGHT  TO  POSSESSION                          Page  -19-
22.4     LOSS  OF  BARGAIN                              Page  -19-
22.5     ACTIONS  FOR  RECOVERY                         Page  -19-
22.6     ACTIONS  FOR  ALL  RENT                        Page  -20-
22.7     LANDLORD  NOT  LIABLE  FOR  TRESPASS           Page  -20-
22.8     NO  WAIVER                                     Page  -20-
22.9     LIQUIDATED  DAMAGES                            Page  -20-
22.10     ADMINISTRATIVE  AND  INTEREST  CHARGES        Page  -20-
22.11     LANDLORD'S  LIEN                              Page  -20-


SECTION  23    QUIET  POSSESSION                        Page  -20-
               -----------------

SECTION  24    CONVEYANCE  BY  LANDLORD                 Page  -20-
               ------------------------

SECTION  25    DEFAULT  BY  LANDLORD                    Page  -21-
               ---------------------

SECTION  26    FORCE  MAJEURE                           Page  -21-
               --------------

SECTION  27    NOTICES                                  Page  -21-
               -------
27.1     NOTICES                                        Page  -21-
     27.1.1  ADDRESS  OF  LANDLORD                      Page  -21-
     27.1.2  ADDRESS  OF  TENANT                        Page  -21-
27.2     CHANGE  OF  ADDRESS                            Page  -21-

SECTION  28    HOLDOVER  TENANCY                        Page  -22-
              -----------------

SECTION  29    REMEDIES  CUMULATIVE                     Page  -22-
               --------------------

SECTION  30    SUCCESSORS  AND  ASSIGNS                      Page  -22-
               ------------------------

SECTION  31    PARTIAL  INVALIDITY                      Page  -22-
               -------------------

SECTION  32    TIME  OF  THE  ESSENCE                   Page  -22-
               ----------------------

SECTION  33    ENTIRE  AGREEMENT                        Page  -22-
               -----------------

SECTION  34    NO  PARTNERSHIP                          Page  -22-
               ---------------

SECTION  35    BROKERS                                  Page  -22-
               -------

SECTION  36    SAVINGS  CLAUSE                          Page  -23-
               ---------------

SECTION  37    ATTORNEYS'  FEES                         Page  -23-
               ----------------
<PAGE>
SECTION  38    INSOLVENCY  AND  DEATH                   Page  -23-
               ----------------------

SECTION  39    NET  LEASE                                         Page  -23-
               ----------

SECTION  40   GENERAL  PROVISIONS                       Page  -23-
              -------------------
40.1     CAPTIONS                                       Page  -23-
40.2     PRONOUNS                                       Page  -23-
40.3     GOVERNING  LAW                                 Page  -23-
40.4     WORDS  OF  OBLIGATION                          Page  -23-
40.5     JOINT  AND  SEVERAL  LIABILITY                 Page  -23-
40.6     EXECUTION  OF  LEASE                                    Page  -23-
     40.6.1  DEPOSIT                                    Page  -23-
40.7     NOTICE  OF  CLAIM                              Page  -23-
40.8     NEUTRAL  CONSTRUCTION                          Page  -23-
40.9     CONSTRUCTION  ALLOWANCE                        Page  -24-
40.10     THIRD  PARTY  BENEFICIARY  STATUS             Page  -24-
40.11     LIMITED  LIABILITY                            Page  -24-


SECTION  41    OPTION  TO  EXTEND                       Page  -24-
               ------------------
41.1     EXTENSION  TERM                                Page  -24-
     41.1.1  COMMENCEMENT  DATE                         Page  -24-
41.2     NOTICE  OF  ELECTION                           Page  -24-
     41.2.1  ADJUSTMENT  OF  BASE  RENT                 Page  -24-
41.3     TERMINATION  OF  OPTION  TO  EXTEND            Page  -25-
<PAGE>

                                    EXHIBITS
                                    --------

EXHIBIT  A-1     LEGAL  DESCRIPTION  OF  PROPERTY
EXHIBIT  A-2     SITE  PLAN  OF  PROPERTY
EXHIBIT  A-3     SCHEMATIC  OF  BUILDING
EXHIBIT  A-4     SITE  PLAN  OF  PREMISES  WITHIN  BUILDING
EXHIBIT  A-5     SCHEMATIC  OF  PREMISES
EXHIBIT  B       MEMORANDUM  OF  COMMENCEMENT  DATE
                 AND  CONFIRMATION  OF  RENTABLE  AREA
                 OF  THE  PREMISES
EXHIBIT  C       LANDLORD'S  WORK  LETTER
EXHIBIT  D       RULES  AND  REGULATIONS
EXHIBIT  E       JANITORIAL  SERVICE  SPECIFICATIONS
EXHIBIT  F       GATEWAY  SIGNAGE
EXHIBIT  G       ROOFING  REQUIREMENTS
<PAGE>