Exhibit 10.4

                                    LEASE FOR


                           101 CONVENTION CENTER PLAZA



                                     BETWEEN




                           TOMORROW 33 CONVENTION, LP
                           --------------------------
                                    LANDLORD



                                      AND



                               TELCO BILLING, INC
                               ------------------
                                     TENANT



                                        1
<PAGE>
Lease  Form  6/17/03
--------------------


<TABLE>
<CAPTION>
                    TABLE OF CONTENTS


Section                                                     Page
-------                                                     ----
<S>                                                        <C>
     1.  THE PARTIES . . . . . . . . . . . . . . . . . . .     4

     2.  DEFINITIONS AND BASIC TERMS . . . . . . . . . . .     4

     3.  LEASE OF PREMISES . . . . . . . . . . . . . . . .     5

     4.  TERM. . . . . . . . . . . . . . . . . . . . . . .     5

     5.  PAYMENT OF RENT . . . . . . . . . . . . . . . . .     6

     6.  ADDITIONAL RENT . . . . . . . . . . . . . . . . .     7

     7.  SECURITY DEPOSIT. . . . . . . . . . . . . . . . .     9

     8.  USE . . . . . . . . . . . . . . . . . . . . . . .    10

     9.  TENANT IMPROVEMENTS . . . . . . . . . . . . . . .    10

     10.  ALTERATIONS. . . . . . . . . . . . . . . . . . .    10


                                        2
<PAGE>
     11.  LANDLORD'S SERVICES. . . . . . . . . . . . . . .    11

     12.  REPAIRS. . . . . . . . . . . . . . . . . . . . .    12

     13.  TRANSFERS. . . . . . . . . . . . . . . . . . . .    12

     14.  RISK ALLOCATION AND INSURANCE. . . . . . . . . .    13

     15.  INDEMNITY. . . . . . . . . . . . . . . . . . . .    16

     16.  CASUALTY . . . . . . . . . . . . . . . . . . . .    16

     17.  CONDEMNATION . . . . . . . . . . . . . . . . . .    17

     18.  RULES AND REGULATIONS. . . . . . . . . . . . . .    17

     19.  SUBORDINATION & MORTGAGEES . . . . . . . . . . .    17

     20.  TAXES. . . . . . . . . . . . . . . . . . . . . .    18

     21.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . .    19

     22.  REMEDIES . . . . . . . . . . . . . . . . . . . .    20

     23.  LANDLORD'S LIEN. . . . . . . . . . . . . . . . .    22

     24.  NON-WAIVER . . . . . . . . . . . . . . . . . . .    22

     25.  SURRENDER OF PREMISES. . . . . . . . . . . . . .    22

     26.  HOLDING OVER . . . . . . . . . . . . . . . . . .    23

     27.  RIGHTS RESERVED BY LANDLORD. . . . . . . . . . .    23

     28.  LANDLORD'S DEFAULT . . . . . . . . . . . . . . .    24

     29.  RELOCATION . . . . . . . . . . . . . . . . . . .    24

     30.  PARKING. . . . . . . . . . . . . . . . . . . . .    25

     31.  MISCELLANEOUS. . . . . . . . . . . . . . . . . .    25

     32.  REPRESENTATIONS, WARRANTIES AND


                                        3
<PAGE>
               COVENANTS OF TENANT . . . . . . . . . . . .    27

     33.  ENVIRONMENTAL PROVISIONS . . . . . . . . . . . .    27
</TABLE>


                                        4
<PAGE>
                                 LEASE AGREEMENT



THIS LEASE AGREEMENT ("Lease") is entered into between Landlord and Tenant, each
as  defined  below  in  Section  1.


<TABLE>
<CAPTION>
<S>  <C>                            <C>
1.   THE  PARTIES

     Landlord's Name and             Tomorrow 33 Convention L.P.
     type of entity:                 a Delaware Limited Partnership


     Landlord's Addresses            330 Garfield Street, Suite 200
     for Notices:                    Santa Fe, NM 87501


     Landlord's Payment              101 Convention Center Drive, Suite 370
     Address:                        Las Vegas, NV 89109


     Tenant's Name; and              Telco Billing, Inc
     Type of entity; and             a Nevada Corporation
     State of organization

     Tenant's Address                4840 E Jasmine Street
     for Notices:                    Suite 105
                                     Mesa AZ 85205

     Tenant's Social Security or
     Federal ID Number               880391859


2.  DEFINITIONS  AND  BASIC  TERMS

The following definitions and basic terms shall have the indicated meanings when
used  in  this  Lease:

a.   Building:                      101 Convention Center Drive, Las Vegas, NV 89109

b.   Premises:                      Suites 1001/1002 in the Building.  The Premises are outlined on the
                                    plan attached to the Lease as Exhibit "B".


                                        5
<PAGE>
c.   Property:                      The Building, the parcel of land upon which the Building is situated
                                    and any other improvements located thereon.  The legal description
                                    of the Property is attached to the Lease as Exhibit "A".

d.   Tenant's Rentable
     Square Feet:                   3,591

e.   Total Rentable Square
     Feet in the Building:          304,849

f.   Tenant's Proportionate
     Share:                         1.18% which is the percentage obtained by dividing (i) Tenant's
                                    Rentable Square Feet by (ii) the total Rentable Square Feet in the
                                    Building. Tenant's Percentage shall be equitably adjusted in the
                                    event of a change in the number of rentable square feet of space in
                                    the Building.


g.   Scheduled Commencement Date:   September 1, 2003

h.   Commencement Date:             The Commencement Date is defined in Section 4.

i.   Term:                          Thirty-seven months, commencing on the Commencement Date
                                    and ending at 5:00 p.m., September 1, 2006 subject to adjustment
                                    and earlier termination as provided in the Lease.

j.   Base Rent

     Lease Years                    Monthly Base Rent   Annual Base Rent

     9/01/03-9/30/03                $0                          N/A
     10/01/03-9/30/04               $16,643.35          $199,720.20
     10/01/04-9/30/05               $16,842.65          $202,111.81
     10/01/05-9/30/06               $17,047.93          $204,575.15

k.   Additional Rent:               Additional Rent is defined in Section 6.

l.   Rent:                          Base Rent, Additional Rent and all other sums that Tenant may owe
                                    to Landlord under this Lease.

m.   Security Deposit:              $ 17,093.16


                                        6
<PAGE>
n.   Base Year:                     Base Year: 2004

o.   Permitted Use:                 General office use and no other

p.   Property Management
     Company/Address:               Kennedy Wilson Properties, Ltd.
                                    101 Convention Center Drive, Suite 370
                                    Las Vegas, NV 89109

q.   Guarantor(s)
     (name and address):            YP.NET

r.   Parking Spaces:                Landlord shall grant to Tenant the use of ten (10) covered parking
                                    spaces within the Buildings parking garage, at a rate of twenty
                                    ($20.00) dollars per space per month for the initial lease term and any
                                    Option to renew.

s.   Landlord's Mortgagee:          ING Investment Management LLC
                                    5780 Powers Ferry Road, NW, Suite 300
     and Address:                   Atlanta, Georgia 3032-4349
     or such other future mortgagee and address as Landlord shall advise Tenant.
</TABLE>


3.   PREMISES

     3.1  Premises.  Landlord,  in  consideration of the Rent to be paid and the
          --------
     covenants  and agreements to be performed by Tenant, does hereby lease unto
     Tenant  the Premises, together with the non-exclusive right and easement to
     use  the  parking,  if  any,  and  any other common facilities in or on the
     Building and the Property, to the extent the same may exist, which may from
     time  to  time  be  furnished  by Landlord, in common with Landlord and the
     tenants  and  occupants  of  the  Building,  and  their  respective agents,
     employees, licensees, customers and invitees; subject however to reasonable
     restrictions  by  Landlord  as  to  the  use  of  the  foregoing.


     3.2  Common  Areas.  Landlord  further  grants  to  Tenant the nonexclusive
          -------------
     right  to  use  in common with all of the tenants of the Property and their
     respective  clients,  employees,  agents, customers, invitees and licensees
     and  other  persons  those  areas or parts of the Building and the Property
     which are designed for use in common by all of the tenants of the Property,
     including  but  not  limited  to  entrances  and  exits, lobbies, hallways,
     corridors  and  stairwells,  elevators,  restrooms,  sidewalks,  driveways,
     parking  areas,  landscaped  areas,  and  such  other areas or parts of the
     Property  as  may be designated by the Landlord as part of the Common Areas
     (the  "Common Areas") subject to such rules and regulations as Landlord may
     adopt and modify from time to time relative to the use of the Common Areas.


                                        7
<PAGE>
     a.  Rules  and Regulations for Common Areas.  The Common Areas shall at all
         ---------------------------------------
     times  be  subject to the exclusive management and control of Landlord, and
     Landlord  shall have the right, from time to time, to establish, modify and
     enforce  reasonable  rules  and regulations with respect to all such Common
     Areas,  and the use of such Common Areas by Tenant shall be subject to such
     rules  and  regulations.

     b.  Changes  in Common Areas.  Landlord may do and perform such acts in and
         ------------------------
     to  said  Common  Areas  as, in Landlord's good business judgment, Landlord
     shall determine to be advisable. Landlord hereby reserves the right to make
     alterations,  additions, deletions or changes including, but not limited to
     changes  in  size  and configuration of said Common Areas provided that (i)
     Tenant  has  access  to  the Premises at all times and (ii) the exercise of
     such rights do not unreasonably interfere with Tenant's business operations
     in  the  Premises.


4.   TERM

     The Commencement Date shall be the later of:

     a.   the  Scheduled  Commencement  Date  or;

     b.   the  date  of  substantial  completion of the Premises by Landlord, as
     defined  below;  provided  the  Commencement Date shall not be extended for
     delays  which  are  due  to  (x)  special  changes or additions required by
     Tenant;  (y)  delays  of  Tenant  in  submitting  plans  or specifications,
     supplying  information,  giving  authorization,  or  otherwise;  or (z) any
     default  or  other  delay  of  Tenant  (collectively, "Tenant Delays"). The
     Tenant shall be bound by a written certification by Landlord as to the date
     that  the  Premises are ready for occupancy by the Tenant and, in the event
     that  there  are Tenant Delays, the Landlord's architect shall determine in
     its  reasonable discretion the date that the Premises would have been ready
     for  occupancy  but  for  such  Tenant  Delays.

     If the Commencement Date is not the first day of a calendar month, then the
     Term  shall  be  extended by the time between the Commencement Date and the
     first  day of the next month. If this Lease is executed before the Premises
     become  vacant or otherwise available and ready for occupancy by Tenant, or
     if  any  present  occupant  of  the Premises holds over and Landlord cannot
     acquire  possession  of the Premises before the Commencement Date, then (a)
     Landlord  shall  not  be  in  default  hereunder  or  be liable for damages
     therefore  and  (b)  Tenant  shall  accept  possession of the Premises when
     Landlord  tenders  possession  thereof  to  Tenant.  Notwithstanding  the
     foregoing,  by  occupying  the  Premises,  Tenant  shall  be deemed to have
     accepted  the  Premises  in its condition as of the date of such occupancy,
     and the Commencement Date shall be the date of such occupancy. Tenant shall
     execute  and  deliver  to  Landlord,  within  ten  days  after Landlord has
     requested  same,  a  letter confirming (i) the Commencement Date, (ii) that
     Tenant has accepted the Premises, and (iii) that Landlord has performed all
     of  its  obligations  with  respect  to the Premises (except for punch-list
     items  specified  in  such  letter).  The term "substantial completion" (or


                                        8
<PAGE>
     "substantially  complete")  as  used  in  the Lease means the date when the
     Premises  are ready for occupancy by Tenant, subject to completion of minor
     details  of  construction  or  minor  mechanical  adjustments  that  do not
     materially  interfere  with  Tenant's  occupancy.

5.   PAYMENT OF RENT

     a.   Payment.  Tenant  shall  timely  pay  to  Landlord,  without  demand,
           ------
     deduction,  abatement  or  offset  (except as otherwise expressly set forth
     herein),  the  Rent  at  Landlord's  Payment Address. Rent shall be payable
     monthly  in  advance  in  United  States  dollars.

     The  first  monthly  installment  of  Rent  shall  be  due  and  payable
     contemporaneously  with  the  execution  of this Lease; thereafter, monthly
     installments  of  Rent  shall  be  due  on the first day of the second full
     calendar  month  of  the Term and continuing thereafter on the first day of
     each  succeeding  calendar  month  during the Term. Rent for any fractional
     month  shall be prorated based on 1/365 of the current annual Rent for each
     day  of  the partial month this Lease is in effect, and shall be due on the
     Commencement  Date.

     b.   Late Payments.  Tenant hereby acknowledges that late payment by Tenant
          -------------
     to  Landlord  of  Rent  and other sums due hereunder will cause Landlord to
     incur  costs not contemplated by this Lease, the exact amount of which will
     be  extremely  difficult  to  ascertain.  Such  costs  include, but are not
     limited  to,  processing and accounting charges, and late charges which may
     be  imposed  on  Landlord  by  the  terms of any mortgage or Deed of Trust,
     covering the Premises. Accordingly, if any installment of Rent or any other
     sum  due  from  Tenant  shall  not  be  received  by Landlord or Landlord's
     designee  within five (5) days after such amount shall be due, Tenant shall
     pay  to  Landlord  a late charge equal to the lesser of 10% of such overdue
     amount  or  the  maximum allowed by law. The parties hereby agree that such
     late charge represents a fair and reasonable estimate of the costs Landlord
     will  incur  by  reason  of late payment by Tenant. Acceptance of such late
     charge  by  Landlord  shall  in  no  event  constitute a waiver of Tenant's
     default  with  respect  to  such  overdue amount, nor prevent Landlord from
     exercising  any  of  the  other  rights  and  remedies  granted  hereunder.

     c.  Tenant  shall  also pay to Landlord monthly as Additional Rent, without
     demand,  any rent tax, sales tax or other tax (other than Landlord's income
     tax)  which  may be levied by any authorized governmental authority against
     the  Base Rent or any Additional Rent payable to Landlord under this Lease.

     d.   Landlord  may  from time to time designate a lock box collection agent
     for  the  collection  of Rent or other charges due Landlord. In such event,
     the date of payment shall be the date of receipt by the lock box collection
     agent of such payment (or the date of collection of any such sum if payment
     is  made  in the form of a negotiable instrument thereafter dishonored upon
     presentment);  however,  for the purposes of this Lease, no such payment or
     collection  shall  be  deemed "accepted" by Landlord if an Event of Default
     shall  have  occurred, and if Landlord thereafter remits a check payable to
     Tenant  in  the  amount  received  by  the  lock  box  collection


                                        9
<PAGE>
     agent  within  twenty  one  (21)  days  after  the amount sent by Tenant is
     received  by  the lock box collection agent or, in the case of a dishonored
     instrument,  within  twenty  one  (21)  days  after collection. Neither the
     negotiation  of  Tenant's  negotiable instrument by the lock box collection
     agent,  nor  the  possession of the funds by Landlord during the twenty one
     (21)  day  period, nor the return of any such sum to Tenant shall be deemed
     to  be  inconsistent  with the rejection of Tenant's tender of such payment
     (or  collection),  nor shall any of such events be deemed to be a waiver of
     any breach by Tenant of any term, covenant or condition of this Lease nor a
     waiver  of  any  of  Landlord's  rights  or  remedies.

6.   ADDITIONAL RENT

     a.   Payment  of  Additional Rent.  Tenant shall pay as Additional Rent any
          ----------------------------
     increases in the amount equal to Tenant's Proportionate Share multiplied by
     the  difference  of  (a)  the  total  annual Operating Expenses, as defined
     below, for the calendar year in question and (b) the Operating Expenses for
     the  Base  Year. Landlord may collect such amount in a lump sum, due within
     30  days  after  Landlord  furnishes  to Tenant an annual Operating Expense
     Statement  as  defined below. Alternatively, Landlord may make a good faith
     estimate  of  the Additional Rent to be due by Tenant for any calendar year
     or  part thereof during the Term, and, unless Landlord delivers to Tenant a
     revision of the estimated Additional Rent, Tenant shall pay to Landlord, on
     the  Commencement  Date  and  on  the  first  day  of  each  calendar month
     thereafter,  an  amount  equal  to  the  estimated Additional Rent for such
     calendar  year  or  part  thereof  divided  by the number of months in such
     calendar  year during the Term. From time to time during any calendar year,
     Landlord  may  estimate  and  re-estimate  the Additional Rent to be due by
     Tenant  for  that  calendar  year  and  deliver  a  copy of the estimate or
     re-estimate  to  Tenant. Thereafter, the monthly installments of Additional
     Rent  payable  by Tenant shall be appropriately adjusted in accordance with
     the  estimations  so  that,  by  the  end of the calendar year in question,
     Tenant shall have paid all of the Additional Rent as estimated by Landlord.
     Any  amounts  paid based on such an estimate shall be subject to adjustment
     pursuant  to  Section 6c when actual "Operating Expenses" are available for
     each  calendar  year.

     b.  Operating  Expenses.  "Operating  Expenses" shall mean all expenses and
         -------------------    -------------------
     disbursements  of  every  kind (subject to the limitations set forth below)
     which  Landlord incurs, pays or becomes obligated to pay in connection with
     the  ownership,  operation,  and maintenance of the Property, including but
     not  limited  to  the  following:

          (i)  all  taxes  and  assessments  and  governmental  charges  whether
          federal,  state, county or municipal, and whether they be by taxing or
          management  districts  or  authorities  presently taxing or by others,
          subsequently created or otherwise, and any other taxes and assessments
          attributable  to  the  Property  (or  its operation), and the grounds,
          parking  areas,  driveways, and alleys around the Property, excluding,
          however,  federal  and  state taxes on income (collectively, "Property
                                                                        --------
          Taxes");  if the present method of taxation changes so that in lieu of
          -----
          the  whole  or  any  part  of  the  Property Taxes, there is levied on
          Landlord  a  capital  tax  directly  on  the  rents


                                       10
<PAGE>
          received  there  from or a franchise tax, assessment, or charge based,
          in  whole  or in part, upon such rents for the Property, then all such
          taxes, assessments, or charges, or the part thereof so based, shall be
          included  within  the  term  "Property  Taxes";

          (ii)  wages  and  salaries  of all employees engaged in the operation,
          repair,  replacement,  maintenance,  and  security  of  the  Property,
          including  taxes,  insurance  and  benefits  relating  thereto;

          (iii)  management  fees

          (iv)  all  supplies  and materials used in the operation, maintenance,
          repair,  replacement,  and  security  of  the  Property;

          (v)  annual  cost  of  all  capital  improvements made to the Property
          which  can reasonably be expected to reduce the normal operating costs
          of  the Property, as well as all capital improvements made in order to
          comply  with  any  law  hereafter  promulgated  by  any  governmental
          authority,  as  amortized  over  the  useful  economic  life  of  such
          improvements  as  determined  by Landlord in its reasonable discretion
          (without  regard  to  the  period  over which such improvements may be
          depreciated  or  amortized  for  federal  income  tax  purposes);

          (vi)  cost of all utilities, other than the cost of utilities actually
          reimbursed  to  Landlord  by  the  Building's  tenants;

          (vii) cost of any insurance or insurance related expense applicable to
          the  Property  and the personal property used in connection therewith;

          (viii)  cost  of repairs, replacements, and general maintenance of the
          Property;

          (ix)  cost  of  service  or  maintenance  contracts  with  independent
          contractors  for  the  operation, maintenance, repair, replacement, or
          security  of  the  Property  (including,  without  limitation,  alarm
          service,  window  cleaning,  and  elevator  maintenance);  and

          (x)  the amount of basic rent payable under and pursuant to any ground
          lease  pertaining  to  the  land  on  which  the  Building is located.

     There  are specifically excluded from the definition of the term "Operating
     Expenses"  the  following  costs:

          (1)  capital  improvements  made  to  the Property, other than capital
          improvements described in subparagraph (iv) above and except for items
          which, though capital for accounting purposes, are properly considered
          maintenance  and  repair  items,  such  as  painting  of common areas,
          replacement  of  carpet  in  elevator  lobbies,  and  the  like;


                                       11
<PAGE>
          (2)  repair,  replacements and general maintenance paid by proceeds of
          insurance  or  by  Tenant  or  other  third  parties,  and alterations
          attributable  solely  to  tenants  of  the Property other than Tenant;

          (3)  interest,  amortization  or  other payments on loans by Landlord;

          (4)  depreciation  of  the  Building;

          (5)  leasing  commissions;

          (6)  legal expenses, other than those incurred for the general benefit
          of  the  Property's  tenants  (e.g.,  tax  disputes);

          (7)  renovating  or otherwise improving tenant space for other tenants
          of the Property or vacant space in the Building (except common areas);


          (8)  correcting  structural  defects  in  the  construction  of  the
          Building;  and

          (9)  federal  income  taxes  imposed  on  or measured by the income of
          Landlord  from  the  operation  of  the  Property.

     c.   Operating  Expense  Statement.  Landlord  shall  provide  an  annual
          -----------------------------
     Operating  Expense  statement  including  a  statement of Landlord's actual
     Operating Expenses for the previous year adjusted as provided in subsection
     6d. If the annual Operating Expense Statement reveals that Tenant paid more
     for  Additional  Rent than the actual amount due in the year for which such
     statement  was prepared, then Landlord shall promptly credit (or reimburse,
     if  the  Lease has terminated and Tenant is not in default) Tenant for such
     excess.  Likewise,  if  Tenant  paid  less than the actual amount due, then
     Tenant  shall promptly pay Landlord such deficiency. This provision applies
     only to Tenant's Additional Rent and shall never require a refund or credit
     of  Base  Rent.

     d.   Building  Occupancy.  With  respect  to  any  calendar year or partial
          -------------------
     calendar  year  in  which  the Building is not occupied to the extent of at
     least  ninety-five  percent  (95%) of the Total Rentable Square Feet in the
     Building  thereof,  then  the  variable  cost  components  of the Operating
     Expenses  (not  including real estate taxes) which are based upon occupancy
     shall  be equitably adjusted so that the total amount of Operating Expenses
     for  such  period  shall  be  increased to the amount which would have been
     incurred  had  the  Building  been  occupied  to  the extent of ninety-five
     percent  (95%)  of  the Total Rentable Square Feet in the Building thereof.

7.   SECURITY DEPOSIT

     Contemporaneously  with  the  execution  of this Lease, Tenant shall pay to
     Landlord, in immediately available funds, the Security Deposit, which shall
     be  held by Landlord without liability for interest and as security for the
     performance  by  Tenant  of  its obligations under this Lease. The Security


                                       12
<PAGE>
     Deposit  is  not  an  advance  payment  of  Rent  or  a measure or limit of
     Landlord's  damages upon an Event of Default (defined below). Landlord may,
     from  time  to time and without prejudice to any other remedy, use all or a
     part  of  the  Security  Deposit to perform any obligation which Tenant was
     obligated, but failed, to perform hereunder. Following any such application
     of  the Security Deposit, Tenant shall pay to Landlord on demand the amount
     so applied in order to restore the Security Deposit to its original amount.
     Within a reasonable time after the Term ends, provided Tenant has performed
     all  of  its  obligations  hereunder,  Landlord  shall return to Tenant the
     balance  of  the  Security  Deposit  not  applied  to  satisfy  Tenant's
     obligations.  If  Landlord  transfers  its  interest  in the Premises, then
     Landlord  may  assign  the  Security Deposit to the transferee and Landlord
     thereafter  shall  have  no  further  liability  for return of the Security
     Deposit.


8.  USE

     Tenant  shall  continuously  occupy  and  use  the  Premises  only  for the
     Permitted  Use  and  shall  comply  with  all  laws,  orders,  rules,  and
     regulations  relating to the use, condition, and occupancy of the Premises.
     The  Premises  shall  not  be  used  for  any use, which is disreputable or
     creates  extraordinary  fire  hazards  or  results  in an increased rate of
     insurance  on the Building and its contents or the storage of any hazardous
     materials  or  substances.  If,  because  of  Tenant's  acts,  the  rate of
     insurance  on  the Building or its contents increases, then such acts shall
     be  an  Event  of  Default, Tenant shall pay to Landlord the amount of such
     increase  on  demand  and acceptance of such payment shall not constitute a
     waiver of any of Landlord's rights including, without limitation, the Event
     of  Default  caused  by  such  act.  Tenant  shall conduct its business and
     control  its  agents,  employees,  and  invitees in such a manner as not to
     create  any  nuisance  or  interfere  with other tenants or Landlord in its
     management  of  the  Building.

9.  TENANT  IMPROVEMENTS

     Improvements.  Any  tenant  finish  improvements to be provided by Landlord
     -------------
     for the Premises are described on Exhibit "E" attached hereto.

10.  ALTERATIONS

     All  improvements to the Premises made after the Commencement Date shall be
     installed  at  the  expense  of  Tenant  only  in accordance with plans and
     specifications,  which  have  been  previously submitted to and approved in
     writing  by  Landlord.  After  the initial Tenant improvements are made, no
     alterations or physical additions in or to the Premises may be made without
     Landlord's  prior written consent, which shall not be unreasonably withheld
     or delayed; however, Landlord may withhold its consent to any alteration or
     addition  that  would  affect  the  Building's structure, or the Building's
     HVAC,  plumbing,  electrical, or mechanical systems. Tenant shall not paint
     or  install  lighting  or  decorations, signs, window or door lettering, or
     advertising  media  of any type on or about the Premises without Landlord's
     prior  consent.  All  alterations,  additions,  or  improvements  (whether
     temporary  or  permanent  in  character, and including all air-conditioning


                                       13
<PAGE>
     equipment  and  all  other equipment that is in any manner connected to the
     Building's  plumbing  system)  made  in  or  upon  the  Premises, either by
     Landlord or Tenant, shall be Landlord's property at the end of the Term and
     shall  remain  on  the  Premises (unless Landlord requires removal of same)
     without  compensation to Tenant. Approval by Landlord of Tenant's plans and
     specifications prepared in connection with any improvements in the Premises
     shall  not  constitute  a  representation or warranty as to the adequacy or
     sufficiency  of such plans and specifications, or the improvements to which
     they  relate,  for  any use, purpose, or condition, but such approval shall
     merely  be  the  consent of Landlord as required hereunder. Tenant shall be
     responsible  for  the  cost  of  all  action  required  to  comply with the
     requirements  of  the  Americans with Disabilities Act of 1990 (the "ADA"),
     and  all rules, regulations, and guidelines promulgated there under, as the
     same  may  be amended from time to time, necessitated by any installations,
     additions,  or  alterations made in or to the Premises at the request of or
     by  Tenant  or  by  Tenant's use of the Premises (other than retrofit whose
     cost  has  been  particularly identified as being payable by Landlord in an
     instrument  signed  by Landlord and Tenant). If Landlord's prior consent is
     required,  such  consent  shall  not  be  unreasonably withheld or delayed;
     however,  Landlord  may  withhold  its  consent  to  any  such  painting or
     installation,  which  would  affect  the  appearance of the exterior of the
     Building  or  of  any  common  areas  of  the  Building.  Landlord shall be
     responsible for the cost of compliance with the ADA for all portions of the
     Property  not  part  of  the  Premises  or  other  leases  with  tenants.

11.  LANDLORD'S SERVICES

     a.   Services.  Provided  no  Event  of  Default  exists,  and  subject  to
          --------
     interruptions  beyond Landlord's control, Landlord shall use all reasonable
     efforts  to furnish to Tenant the services outlined on Exhibit "D" attached
     hereto.  Landlord  shall  maintain  the  common  areas  of  the Building in
     reasonably  good  order  and  condition,  except  for  damage occasioned by
     Tenant,  or  its  employees,  agents,  contractors  or  invitees.

     b.   Excess  Utility Use.  Landlord shall use reasonable efforts to furnish
          -------------------
     electrical  current  for  a reasonable number of computers, electronic data
     processing  equipment,  special lighting, and other equipment that requires
     more than 110 volts, or other equipment whose electrical energy consumption
     exceeds  normal  office  usage through the then-existing feeders and risers
     serving the Building and the Premises, and Tenant shall pay to Landlord the
     cost  of  such service within ten (10) days after Landlord has delivered to
     Tenant  an invoice therefore. The amount of such additional consumption and
     potential  consumption shall be paid by Tenant and shall be determined by a
     separate  meter  in  the  Premises which shall be installed by Landlord, at
     Tenant's  expense.  Tenant  shall  not  install  any  electrical  equipment
     requiring  special  wiring  or  requiring voltage in excess of 110 volts or
     otherwise  exceeding  Building  capacity  unless  approved  in  advance  by
     Landlord.  The  use  of  electricity  in  the Premises shall not exceed the
     capacity  of  existing feeders and risers to or wiring in the Premises. Any
     risers  or  wiring required to meet Tenant's excess electrical requirements
     shall, upon Tenant's written request, be installed by Landlord, at Tenant's
     cost,  if, in Landlord's sole and absolute judgment, the same are necessary
     and  shall  not  cause  permanent  damage  or injury to the Building or the
     Premises,  cause  or  create  a  dangerous  or  hazardous condition, entail
     excessive  or  unreasonable alterations, repairs, or expenses, or interfere


                                       14
<PAGE>
     with  or disturb other tenants of the Building.  If Tenant uses machines or
     equipment  (other  than  general  office  machines, excluding computers and
     electronic  data  processing  equipment)  in  the Premises which affect the
     temperature  otherwise  maintained  by  the  air  conditioning  system  or
     otherwise  overload  any  utility,  Landlord  may  install supplemental air
     conditioning units or other supplemental equipment in the Premises, and the
     cost  thereof,  including  the  cost  of  installation, operation, use, and
     maintenance, shall be paid by Tenant to Landlord within ten (10) days after
     Landlord  has  delivered  to  Tenant  an  invoice  therefore.

     c.   Change  or  Discontinuance.  Landlord's obligation to furnish services
          --------------------------
     under  subsection  11a shall be subject to the rules and regulations of the
     supplier  of such services and governmental rules and regulations. Landlord
     may  change  or discontinue services as needed to comply with such rules or
     regulations.

     d.   Restoration  of  Services;  Abatement.  Landlord  shall use reasonable
          -------------------------------------
     efforts to restore any service that becomes unavailable. Any unavailability
     shall  not render Landlord liable for any damages caused thereby, nor shall
     be  a  constructive  eviction of Tenant, constitute a breach of any implied
     warranty,  or,  except  as provided in the next sentence, entitle Tenant to
     any  abatement  of  Tenant's  obligations  hereunder. However, if Tenant is
     prevented  from  making  reasonable  use  of  the  Premises  for  more than
     forty-five  (45) consecutive days because of the unavailability of any such
     service,  Tenant shall, as its exclusive remedy therefore, be entitled to a
     reasonable  abatement  of  Base  Rent  for each consecutive day (after such
     forty  five  (45)  day  period)  that  Tenant  is  so prevented from making
     reasonable  use  of the Premises. Tenant agrees to promptly notify Landlord
     in  writing  of  any  interruption  of  services.

     e.   Additional  Services.  Should  Tenant  desire  any additional services
          --------------------
     beyond  those  described  here or service outside the normal times Landlord
     provides  such  services,  Landlord  may  (at  Landlord's  option),  upon
     reasonable  advance  notice  from  Tenant, furnish such services and Tenant
     shall  pay  Landlord  such charges as may be agreed on between Landlord and
     Tenant,  but  in no event at a charge less than Landlord's actual cost plus
     overhead  for  the additional services provided. By way of illustration and
     not  limitation,  special  equipment  requiring  abnormal  use  of water or
     electricity  used as a power source for data processing machines, including
     air  conditioning  costs  therefore,  large  business  machines and similar
     equipment  of  high  electrical  consumption  shall not be standard and the
     costs  thereof  shall be paid by Tenant within ten (10) days after Landlord
     delivers  to  Tenant an invoice therefore. Landlord shall, at Tenant's sole
     cost  and  expense,  install  separate  meters for measuring consumption of
     non-standard  services  within  the  Premises.

12.  REPAIRS

     a.   Landlord's  Repair  Obligations.  Within  a  reasonable time following
          -------------------------------
     receipt  of written notice from Tenant of the necessity therefore, Landlord
     shall  make necessary repairs to maintain the structure of the Premises and
     the  Building. "Structure" or "structural" for purposes of this Lease shall
     mean  only the following: foundation, roof framing and roof, weight bearing
     columns  and  weight  bearing  walls  (specifically  excluding  interior
     surfaces).  If  any  such  repair  is  required


                                       15
<PAGE>
     because  of  any  act,  neglect, or fault of Tenant, its agents, employees,
     licensees,  contractors  or  invitees,  then  Tenant  shall  pay  all costs
     therefore  within  ten (10) days after Landlord has delivered the Tenant an
     invoice  therefore.

     b.   Tenant's  Repairs.  Tenant  agrees  to  promptly  make  all  repairs
          -----------------
     (including  replacements and alterations where necessary) necessary to keep
     the  interior  of  the Premises in good order, repair and condition, except
     for  those necessitated by reasonable use and wear and to repair any damage
     caused by Tenant or Tenant's employees, agents, contractors, or invitees to
     any  portion  of  the  Property.  The  interior  shall  include:

          (i)  interior  faces  of  the  exterior  walls  of  the  building;

          (ii) interior  face  of  the  ceilings;

          (iii) floor  coverings;

          (iv) portion of the wiring, plumbing, pipes, conduits and other water,
          sewerage,  utility,  and  sprinkler  fixtures  and  equipment  in  the
          Premises  which  serve  the  Premises  exclusively.

     c.   Performance  of  Work.  All  work described in Sections 9 and 10 above
          ---------------------
     and  in  this  Section  12  shall  be  performed  only  by  Landlord  or by
     contractors  and subcontractors approved in writing which approval will not
                                                         -----------------------
     be  unreasonable  withheld by Landlord. Prior to beginning any work, Tenant
     --------------------------
     shall  cause  all  contractors  and  subcontractors to procure and maintain
     insurance  against  such risks, in such amounts, and with such companies as
     set  forth  in  subsection  14E and as Landlord may reasonably require, and
     shall  procure  payment  and  performance  bonds reasonably satisfactory to
     Landlord  covering the cost and completion of the work. All such work shall
     place  the Property in as good or better condition as that which existed at
     the time of such repair and shall be performed in accordance with all legal
     requirements  and  in a good and workmanlike manner so as not to damage any
     portion  of  the  Property.  Any  such  work  which  may  affect  the HVAC,
     electrical  system,  or  plumbing  of  the  Building must be approved by an
     engineer  acceptable  to  Landlord.

     d.   Mechanic's  Liens.  Tenant  shall  not  permit any mechanic's or other
          -----------------
     liens  to  be filed against the Premises or the Property for any obligation
     incurred  by  or  at  the  request of Tenant. If such a lien is filed, then
     Tenant  shall,  no  later  than  ten  (10) days after Landlord has notified
     Tenant,  pay either the amount of the lien or otherwise effect cancellation
     or  discharge  of  the  lien.  If  Tenant  fails to timely take either such
     action,  then  Landlord  may  pay  the lien claim without inquiry as to the
     validity thereof, and any amounts so paid, including expenses and interest,
     shall be paid by Tenant to Landlord within ten (10) days after Landlord has
     delivered  to  Tenant  an  invoice  therefore.

13.  TRANSFERS


                                       16
<PAGE>
     a.   Transfers;  Consent.  Tenant  shall  not,  without  the  prior written
          -------------------
     consent  of  Landlord  (which  shall  not  be  unreasonably  withheld); (a)
     advertise  that  any  portion  of  the Premises is available for lease; (b)
     assign,  transfer, or encumber this Lease or any estate or interest herein,
     whether  directly  or  by  operation of law; (c) permit any other entity to
     become  Tenant hereunder by merger, consolidation, or other reorganization;
     (d) if Tenant is an entity other than a corporation whose stock is publicly
     traded,  permit  the  transfer  of an ownership interest in Tenant so as to
     result in a change in the current control of Tenant; (e) sublet any portion
     of  the  Premises;  (f)  grant  any  license, concession, or other right of
     occupancy  of  any  portion  of  the Premises; or (g) permit the use of the
     Premises  by  any  parties  other  than Tenant (any of the events listed in
     clauses  (b) through (g) being a "Transfer"). If Tenant requests Landlord's
                                       --------
     consent  to  a  Transfer, then Tenant shall provide Landlord with a written
     description of all terms and conditions of the proposed Transfer, copies of
     the  proposed  documentation,  and  the  following  information  about  the
     proposed  transferee: name and address; reasonably satisfactory information
     about  its business and business history; its proposed use of the Premises;
     banking,  financial,  and  other credit information; and general references
     sufficient  to  enable  Landlord  to  determine  the  proposed transferee's
     experience  and  credit  worthiness  and  character. Tenant shall reimburse
     Landlord  for its attorneys' fees and other expenses incurred in connection
     with  considering  any  request  for its consent to a Transfer. In no event
     shall the proposed Transfer be an existing tenant currently in the Building
     or  at the Property and in no event shall the proposed Transfer be a person
     or  entity  with  whom  Landlord or its agent is negotiating and to or from
     whom  Landlord or its agent has given or received any written or oral lease
     proposal  within the past 6 months regarding leasing space in the Building.
     If  Landlord  consents to a proposed Transfer, then the proposed transferee
     shall  deliver to Landlord a written agreement whereby it expressly assumes
     Tenant's obligations hereunder; however, any transferee of less than all of
     the  space  in the Premises shall be liable only for obligations under this
     Lease that are properly allocable to the space subject to the Transfer, and
     only  to  the  extent  of  the  rent it has agreed to pay Tenant therefore.
     Landlord's  consent  to a Transfer shall not release Tenant from performing
     its  obligations  under  this  Lease,  but rather Tenant and its transferee
     shall  be  jointly  and severally liable therefore and Tenant shall execute
     any  documents  reasonably required by Landlord to confirm same. Landlord's
     consent  to  any  Transfer  shall  not  waive  Landlord's  rights as to any
     subsequent  Transfers.  If an Event of Default occurs while the Premises or
     any  part  thereof are subject to a Transfer, then Landlord, in addition to
     its  other  remedies,  may  collect directly from such transferee all rents
     becoming due to Tenant and apply such rents against Rent. Tenant authorizes
     its  transferees to make payments of Rent directly to Landlord upon receipt
     of  notice  from  Landlord  to  do  so.

     b.   Additional  Compensation.  Tenant  shall  pay to Landlord, immediately
          ------------------------
     upon  receipt thereof, one- half of all compensation received by Tenant for
     a  Transfer (whether permitted or not) that exceeds the Rent paid by Tenant
     to  Landlord  for  the  applicable portion of the Premises covered thereby.
     Landlord's  acceptance of such additional compensation shall not constitute
     Landlord's  approval  of  any Transfer that was not approved by Landlord or
     permitted  by  this  Lease.

     c.   Cancellation.  Landlord  may,  within  30  days  after  submission  of
          -------------
     Tenant's  written request for Landlord's consent to a Transfer, cancel this
     Lease  (or,  as  to a subletting or assignment, cancel as to the portion of
     the Premises proposed to be sublet or assigned) as of the date the proposed


                                       17
<PAGE>
     Transfer  was  to  be  effective.  If Landlord cancels this Lease as to any
     portion  of  the  Premises, then this Lease shall cease for such portion of
     the  Premises and Tenant shall pay to Landlord all Rent accrued through the
     cancellation  date  relating  to the portion of the Premises covered by the
     proposed Transfer and all unamortized brokerage commissions paid or payable
     by  Landlord  in  connection  with  this  Lease  that are allocable to such
     portion of the Premises. Thereafter, Landlord may lease such portion of the
     Premises  to  the  prospective  transferee (or to any other person) without
     liability  to  Tenant.

14.  RISK ALLOCATION AND INSURANCE

     a.   Allocation  of Risks.   The parties desire, to the extent permitted by
          --------------------
     law,  to  allocate  certain  risks  of  personal  injury,  bodily injury or
     property  damage,  and risks of loss of real or personal property by reason
     of fire, explosion or other casualty, and to provide for the responsibility
     for  insuring  those  risks.  It  is the intent of the parties that, to the
     extent  any  event is insured for or required herein to be insured for, any
     loss,  cost,  damage or expense arising from such event, including, without
     limitation,  the  expense of defense against claims or suits, be covered by
     insurance,  or  by the party required to obtain insurance in the event such
     party  defaults  in its obligation to do so, without regard to the fault of
     Tenant,  its  officers, employees, agents, contractors or invitees ("Tenant
     Protected  Parties"),  and  without  regard  to  the fault of Landlord, its
     agents,  their  respective  partners,  shareholders,  members,  agents,
     directors,  officers,  contractors  and  employees  ("Landlord  Protected
     Parties").  As  between  Landlord  Protected  Parties  and Tenant Protected
     Parties,  such  risks  are  allocated  as  follows:

          (i)  Tenant  shall  bear the risk of bodily injury, personal injury or
          death,  or  damage  to  the  property  of third persons, occasioned by
          events  occurring on or about the Premises, regardless of the party at
          fault. Said risks shall be insured as provided in subsection 14(b)(i).
                                                            -------------------

          (ii) Landlord shall bear the risk of bodily injury, personal injury or
          death,  or  damage  to  the  property  of third persons, occasioned by
          events  occurring on or about the Property (other than the Premises or
          premises  leased  to  other tenants) regardless of the party at fault.
          Said risk shall be insured against as provided in subsection 14(c)(i).
                                                            -------------------

          (iii) Tenant shall bear the risk of damage to Tenant's contents, trade
          fixtures,  machinery,  equipment,  furniture  and  furnishings  in the
          Premises  arising  out  of  loss  by the events required to be insured
          against  pursuant  to  subsection  14(b)(ii).
                                 ---------------------

          (iv) Landlord shall bear the risk of damage to the Building and common
          areas  arising  out  of  loss by events required to be insured against
          pursuant  to  subsection  14(c)(ii).
                        ---------------------

     Notwithstanding  the  foregoing,  provided  the  party  required  to  carry
     insurance  under  subsection  14 (b)(i) or subsection 14 (c)(i) hereof does
                       ---------------------    --------------------
     not  default in its obligation to do so, if and to the extent that any loss
     occasioned  by  any  event  of the type described in Subsection 14(a)(i) or
     Subsection  14  (a)(ii)  exceeds  the  coverage  or the amount of insurance
     required  to  be  carried


                                       18
<PAGE>
     under  said  Sections or such greater coverage or amount of insurance as is
     actually  carried  or  results  from  an  event  not required to be insured
     against  or  not actually insured against, the party at fault shall pay the
     amount  not  actually  covered.

     b.   Tenant's  Insurance.   Tenant  shall  procure and maintain policies of
          -------------------
     insurance, at its own cost and expense, insuring:

          (i)  The Landlord Protected Parties, and Landlord's mortgagee, if any,
          of  which Tenant is given written notice, and Tenant Protected Parties
          subject,  however,  to the subsections 14(a), from all claims, demands
          or  actions  made  by  or  on behalf of any person or persons, firm or
          corporation  and  arising  from,  related  to  or  connected  with the
          Premises,  for  bodily injury to or personal injury to or death of any
          person,  or  more than one (1) person, or for damage to property in an
          amount  of  not  less  than  $3,000,000.00  combined  single limit per
          occurrence/aggregate.  Said  insurance  shall  be  written  on  an
          "occurrence"  basis  and  not on a "claims made" basis. If at any time
          during  the  term  of  this  Lease, Tenant owns or rents more than one
          location,  the  policy shall contain an endorsement to the effect that
          the  aggregate  limit  in  the  policy  shall apply separately to each
          location  owned or rented by Tenant. Landlord shall have the right not
          more  than  once  every three (3) years, exercisable by giving written
          notice thereof to Tenant, to require Tenant to increase such limit if,
          in  Landlord's reasonable judgment, the amount thereof is insufficient
          to protect the Landlord Protected Parties and Tenant Protected Parties
          from  judgments  which  might  result  from  such  claims,  demands or
          actions.  Tenant  shall  cause  the  Landlord  Protected Parties to be
          insured  as  "additional  insureds"  such  that  Tenant  will protect,
          indemnify  and  save  harmless the Landlord Protected Parties from and
          against  any  and  all  liabilities,  obligations,  claims,  damages,
          penalties,  causes  of  action,  costs and expenses (including without
          limitation  reasonable  attorney's  fees and expenses) imposed upon or
          incurred by or asserted against the Landlord Protected Parties, or any
          of  them,  by  reason of any bodily injury to or personal injury to or
          death of any person or more than one person or for damage to property,
          occurring  on  or  about  the Premises, caused by any party including,
          without  limitation,  any  Landlord Protected Party provided, however,
          Tenant  shall  not be required to indemnify or insure against any loss
          resulting from the intentional wrongful acts of any Landlord Protected
          Party,  to  the  extent  of the amount of the insurance required to be
          carried  under  this  subsection  14(b)(i)  or  such greater amount of
          insurance  as  is  actually  carried. Tenant shall cause its liability
          insurance to include contractual liability coverage fully covering the
          indemnity  hereinabove  set  forth.

          (ii)  All  contents and Tenant's trade fixtures, machinery, equipment,
          furniture  and  furnishings  in the Premises to the extent of at least
          ninety percent (90%) of their replacement cost under Standard Fire and
          Extended  Coverage  Policy and all other risks of direct physical loss
          as  insured  against  under  Special  Form ("all risk") coverage. Said
          insurance  shall contain an endorsement waiving the insurer's right of
          subrogation  against  any  Landlord  Protected  Party.

     c.   Landlord's  Insurance.   Landlord  shall procure and maintain policies
          ---------------------
     of  insurance  insuring:


                                       19
<PAGE>
          (i)  All claims, demands or actions made by or on behalf of any person
          or  persons,  firm  or  corporation including, without limitation, any
          Tenant  Protected  Party  subject,  however,  to  subsection 14(a) and
          arising  from,  related  to or connected with the Property (other than
          the  Premises and premises leased to other tenants), for bodily injury
          to  or personal injury to or death of any person, or more than one (1)
          person,  or  for  damage  to  property  in  an amount of not less than
          $3,000,000.00 combined single limit per occurrence/aggregate provided,
          however, Landlord shall not be required to indemnify or insure against
          any  loss  resulting  from the intentional wrongful acts of any Tenant
          Protected  Party.  Said  insurance shall be written on an "occurrence"
          basis and not on a "claims made" basis. If at any time during the term
          of  this Lease, Landlord owns more than one location, the policy shall
          contain  an  endorsement to the effect that the aggregate limit in the
          policy  shall  apply  separately  to  each location owned by Landlord.

          (ii)  The  improvements  at any time situated upon the Property (other
          than  the  contents  of Premises and premises leased to other tenants)
          against  loss  or  damage  by fire, lightning, wind storm, hail storm,
          aircraft,  vehicles,  smoke,  explosion,  riot  or  civil commotion as
          provided  by  the  Standard  Fire and Extended Coverage Policy and all
          other  risks  of direct physical loss as insured against under Special
          Form  ("all  risk")  coverage. The insurance coverage shall be for not
          less  than  90% of the full replacement cost of such improvements with
          agreed  amount endorsement. Landlord shall be named as insured and all
          proceeds  of  insurance shall be payable to Landlord or its mortgagee.
          Said  insurance  shall  contain  an  endorsement waiving the insurer's
          right  of  subrogation  against  any  Tenant  Protected  Party.

          (iii)  Landlord's  business  income,  protecting Landlord from loss of
          rents  and  other  charges  during  the  period while the Premises are
          untenantable  due to fire or other casualty (for the period reasonable
          determined  by  Landlord).

          (iv)  Such  other  risks  as  reasonably  determined  by  Landlord.

     d.  Forms  of  Insurance.   All  of  the  aforesaid  insurance  shall be in
       ----------------------
     companies  with  an A.M. Best rating of at least (A-)(VIII) and licensed to
     do  business  in the State of Nevada. As to Tenant's insurance, the insurer
     and  the  form,  substance  and  amount  (where  not stated above) shall be
     reasonably  satisfactory from time to time to Landlord and any mortgagee of
     Landlord,  and  shall  unconditionally  provide  that  it is not subject to
     cancellation,  material  modification  or non-renewal except after at least
     thirty  (30)  days  prior  written  notice to Landlord and any mortgagee of
     Landlord.  Original  certificates of Tenant's insurance policies reasonably
     satisfactory to Landlord, together with reasonably satisfactory evidence of
     payment  of  the  premiums thereon, shall be deposited with Landlord at the
     Commencement Date and renewals thereof not less than thirty (30) days prior
     to  the  end  of  the  term  of  such  coverage.

     e.   Tenant's  Contractor's Insurance.  Tenant shall require any contractor
          --------------------------------
     of Tenant permitted to perform work in, on, or about the Premises to obtain
     and  maintain  the  following insurance coverage at no expense to Landlord:


                                       20
<PAGE>
          (i)  Commercial general liability insurance, including the traditional
          broad  form  general liability coverages, in the amount of One Million
          Dollars ($1,000,000), adding Landlord and Tenant as additional insured
          parties;  (ii)  Worker's  compensation  insurance for all contractor's
          employees  working in or about the Premises in an amount sufficient to
          comply  with  applicable  laws  or  regulations;

          (iii)  Employers  liability  insurance  in an amount not less than One
          Hundred  Thousand  Dollars  ($100,000);  and

          (iv)  Any  other  insurance  as  Tenant, Landlord or its mortgagee may
          reasonably  require  from time to time for contractors performing work
          in  the  Building.

     f.   Increase  of  Premiums.   Tenant  will  not  do anything or fail to do
          ----------------------
     anything  which  will cause the cost of Landlord's insurance to increase or
     which  will  prevent  Landlord  from  procuring policies (including but not
     limited  to  public  liability)  from  companies  and  in a form reasonably
     satisfactory  to Landlord. If any breach of this subsection 14(f) by Tenant
     shall  directly  cause the rate of fire or other insurance to be increased,
     Tenant  shall  pay  the amount of such increase as additional rent promptly
     upon  being  billed  therefore.

     g.   Tenant's Additional Insurance.   Landlord makes no representation that
          -----------------------------
     the  limits  of liability specified to be carried by Tenant under the terms
     of  this  Lease are adequate to protect Tenant against Tenant's undertaking
     under  this  Section  14  and  Section  15.


15.  INDEMNITY

     a.   Tenant  shall  indemnify,  defend and hold harmless Landlord Protected
     Parties  from and against any and all liability, claims, demands, causes of
     action,  judgments,  costs, expenses, and all losses and damages for bodily
     injury, death and property damage arising from any activity in the Premises
     even  if  resulting  from  the  negligent  act or omission (but not willful
     misconduct),  of any of the Landlord Protected Parties, and from all costs,
     reasonable  attorneys'  fees and disbursements, and liabilities incurred in
     the  defense  of  any  such  claim. Upon notice from Landlord, Tenant shall
     defend  any such claim, demand, cause of action or suit at Tenant's expense
     by  counsel  satisfactory  to  Landlord in its reasonable discretion, or as
     designated by Tenant's insurer. The provisions of this subsection (a) shall
     survive  the  expiration  or  earlier  termination  of  this  Lease.

     b.   Landlord  shall  indemnify,  defend and hold harmless Tenant Protected
     Parties  from and against any and all liability, claims, demands, causes of
     action,  judgments,  costs, expenses, and all losses and damages for bodily
     injury, death and property damage arising from any activity in or about the
     Building  or  common  areas (other than the Premises and premises leased to
     other  tenants)  even  if resulting from the negligent act or omission (but
     not  willful  misconduct)  of any of the Tenant Protected Parties, and from
     all  costs,  reasonable  attorneys' fees and disbursements, and liabilities
     incurred  in  the  defense  of  any  such  claim.  Upon notice from Tenant,
     Landlord  shall  defend  any such claim, demand, cause of action or suit at
     Landlord's  expense  by  counsel


                                       21
<PAGE>
     satisfactory  to  Tenant  in its reasonable discretion, or as designated by
     Landlord's insurer. The provisions of this subsection (b) shall survive the
     expiration  or  earlier  termination  of  this  Lease.

16.  CASUALTY

     a.   Repair  Estimate.  If the Premises or the Building are damaged by fire
          ----------------
     or  other  casualty (a "Casualty"), Landlord shall, within thirty (30) days
                             --------
     after  such  Casualty, deliver to Tenant a good faith estimate (the "Damage
                                                                          ------
     Notice")  of  the  time needed to repair the damage caused by the Casualty.
     ------

     b.   Landlord's  and Tenant's Rights.  If, because of a Casualty, Tenant is
          -------------------------------
     prevented  from  conducting  its  business  in  the  Premises  in  a manner
     reasonably  comparable  to  that conducted immediately before such Casualty
     and  Landlord  estimates  within  30  days  of  loss that the damage caused
                               ----------------
     thereby  cannot  be repaired within one hundred twenty (120) days after the
                                         ------------------------
     commencement  of repair ("Substantial Casualty"), then Landlord may, at its
                               --------------------
     expense,  relocate  Tenant  to  office  space  reasonably comparable to the
     Premises,  provided that Landlord notifies Tenant of its intention to do so
     in  the  Damage  Notice. If Landlord relocates Tenant, Rent shall be abated
     only  from  the  date  of  such  damage  until  the relocation premises are
     tendered to Tenant, and thereafter, Tenant shall pay to Landlord the lesser
     of  the  Rent  or  the fair market rental value of the replacement premises
     (including  all  additional  rent  and expenses associated therewith). Such
     relocation  may  be for a portion of or the entire remaining Term. Landlord
     shall  complete  any  such  relocation  within  forty-five  (45) days after
     Landlord  has  delivered  the Damage Notice to Tenant. If Landlord does not
     elect  to relocate Tenant following such Substantial Casualty, then, unless
     Tenant  caused  such  damage, Tenant may terminate this Lease by delivering
     written  notice to Landlord of its election to terminate within thirty (30)
     days  after  the  Damage  Notice  has been delivered to Tenant. Following a
     Substantial  Casualty, if Landlord does not relocate Tenant and Tenant does
     not  terminate  this  Lease, then Landlord shall repair the Building or the
     Premises,  as  the case may be, as provided below, and Rent for any portion
     of  the  Premises  necessary  for  Tenant's  business  that  was  rendered
     untenantable  shall be abated on a reasonable basis from the date of damage
     until  the  completion  of the repair, unless Tenant caused such damage, in
     which case, Tenant shall continue to pay Rent without abatement. Rent shall
     not  be  abated  or  reduced  for  a  Casualty,  which is not a Substantial
     Casualty.  Notwithstanding  the foregoing, if a Casualty damages a material
     portion of the Building, and Landlord makes a good faith determination that
     restoring the Premises or Building would be uneconomical, or if Landlord is
     required  to  pay  any  insurance  proceeds  arising out of the Casualty to
     Landlord's  Mortgagee  (defined  in  Section  2  above),  then Landlord may
     terminate  this Lease by giving written notice of its election to terminate
     within  thirty  (30)  days  after  the  Damage Notice has been delivered to
     Tenant,  and  Rent  shall  be  abated  as  of  the  date  of  the Casualty.

     c.   Repair Obligation.  If neither party so elects to terminate this Lease
          -----------------
     following  a  Casualty, then Landlord shall, within a reasonable time after
     such  Casualty, restore the Building and Premises to substantially the same
     or  better  condition  as  they  existed  immediately before such Casualty;
     however,  Landlord  shall  not be required to repair or replace any part of
     the  furniture,  equipment, fixtures, and other improvements which may have
     been  placed  by,  or  at  the  request  of,  Tenant  or


                                       22
<PAGE>
     other  occupants in the Building or the Premises, and Landlord's obligation
     to  repair  or  restore  shall  be  limited  to the extent of the insurance
     proceeds  actually  received  by  Landlord  for  the  Casualty in question.

17.  CONDEMNATION

     a.   Eminent  Domain.  If  any  part  of  the Property is taken by right of
          ---------------
     eminent  domain  or conveyed in lieu thereof (either event a "Taking"), and
     such Taking prevents Tenant from conducting its business in the Premises in
     a  manner  reasonably  comparable to that conducted immediately before such
     Taking  then  Landlord  may,  at  its  expense,  relocate  Tenant  to space
     reasonably  comparable  to  the  Premises,  provided that Landlord notifies
     Tenant  of its intention to do so within thirty (30) days after the Taking.
     Such  relocation  shall  be for the remaining Term. Landlord shall complete
     any such relocation within forty-five (45) days after Landlord has notified
     Tenant  of  its intention to relocate Tenant. If Landlord does not elect to
     relocate Tenant following such Taking, then Tenant may terminate this Lease
     as  of  the date of such Taking by giving written notice to Landlord within
     sixty  (60)  days after the Taking, and Rent shall be prorated on the later
     of  the  date  of  such  Taking  or  the  date  Tenant actually vacates the
     Premises.  After  a  Taking,  if  Landlord does not terminate this Lease or
     relocate  Tenant  and Tenant does not terminate this Lease, then Rent shall
     be  abated  on  a reasonable basis as to that portion of the Premises which
     was  necessary for Tenant's business and which was rendered untenantable by
     the  Taking. Rent shall not be reduced or abated for any condemnation which
     does  not  constitute  a  Taking.

     b.   Taking  -  Landlord's  Rights.  If  all or any material portion of the
          -----------------------------
     Building becomes subject to a Taking, or if Landlord is required to pay any
     of  the  proceeds  received for a Taking to Landlord's mortgagee, then this
     Lease,  at  the  option  of Landlord, exercised by written notice to Tenant
     within  thirty  (30) days after such Taking, shall terminate and Rent shall
     be  apportioned  as  of  the  date  of  such  Taking.

     c.   Award.  If  any  Taking occurs, then Landlord shall receive the entire
          -----
     award  or  other  compensation  for  the  Property  taken,  and  Tenant may
     separately  pursue  a  claim  against the condemning party for the value of
     Tenant's  moving  costs and other claims it may have, so long as such claim
     does  not in any way impair or adversely affect the award that the Landlord
     is  entitled  to  receive.

18.  RULES AND REGULATIONS

     Tenant  shall  comply  with the rules and regulations of the Building which
     are attached hereto as Exhibit "C". Landlord may, from time to time, change
     such  rules  and  regulations  for  the safety, care, or cleanliness of the
     Building  and related facilities, provided that such changes are reasonable
     and  are  applicable  to  all  tenants  of  the  Building.  Tenant shall be
     responsible  for  the  compliance  with  such  rules and regulations by its
     employees,  agents,  and  invitees.


                                       23
<PAGE>
19.  SUBORDINATION & MORTGAGEES

     a.   Subordination.  This  Lease is subject and subordinate to any deeds of
          -------------
     trust,  mortgages  or  other  security  instruments  which now or hereafter
     encumber  all  or  any  portion of the Property or any interest of Landlord
     therein.  No  further  instrument  shall  be  required  to  effect  such
     subordination,  but  upon  request  Tenant  shall execute, acknowledge, and
     deliver  to  Landlord  any  further instruments and certificates evidencing
     such  subordination  as  Landlord  or  any  mortgagee  of  Landlord  shall
     reasonably  require.

     b.   Attornment.  Notwithstanding subsection 19a, any mortgagee of Landlord
          ----------
     shall  have  the right at any time to subordinate any such deed of trust or
     mortgage  to  this  Lease, or to any of the provisions hereof on such terms
     and  subject  to such conditions as such mortgagee may consider appropriate
     in  its  discretion.  At  any  time, before or after the institution of any
     proceedings  for  the foreclosure of any such deed of trust or mortgage, or
     the  sale  of the Building under any such deed of trust or mortgage, Tenant
     shall,  upon  request  of  such  mortgagee,  any  person  succeeding to the
     interest  of  such  mortgagee,  or  the  purchaser  at any foreclosure sale
     ("Successor  Landlord"),  automatically  become the Tenant of the Successor
       -------------------
     Landlord,  without  change  in the terms or other provisions of this Lease;
     provided,  however,  that  the Successor Landlord shall not be bound by any
     modification  to  this  Lease  made  after  the  institution  of  any  such
     proceeding  without the consent of the Successor Landlord or by any payment
     of  Rent  more than one (1) month in advance, except for a security deposit
     previously  paid  to  Landlord  (and then only if such security deposit has
     been  deposited  with  and is under the control of the Successor Landlord).
     The agreement of Tenant to attorn to a Successor Landlord shall survive any
     such  foreclosure  sale,  trustee's  sale,  or  conveyance in lieu thereof.
     Tenant  shall,  upon  request,  before  or  after  any  such foreclosure or
     conveyance,  execute, acknowledge, and deliver to any mortgagee of Landlord
     or  to the Successor Landlord instruments evidencing such attornment as the
     mortgagee  or  Successor  Landlord  may  reasonably  require.

     c.  Estoppel  Certificates.  Tenant  shall,  from  time to time, within ten
         ----------------------
     (10)  business  days  after request from Landlord, or from any mortgagee of
     Landlord, execute, acknowledge and deliver in recordable form a certificate
     certifying, to the extent true, that this Lease is in full force and effect
     and  unmodified  (or, if there have been modifications, that the same is in
     full  force and effect as modified and stating the modifications); that the
     Term  has commenced and the full amount of the Rent then accruing hereunder
     and  the  dates  to  which the Rent has been paid; that Tenant has accepted
     possession  of the Premises and that any improvements required by the terms
     of  this  Lease  to  be  made  by  Landlord  have  been  completed  to  the
     satisfaction  of  Tenant;  the  amount,  if  any,  that  Tenant has paid to
     Landlord as a security deposit; that no Rent under this Lease has been paid
     more than thirty (30) days in advance of its due date; that the address for
     notices  to  be  sent  to Tenant is as set forth in this Lease (or has been
     changed  by notice duly given and is as set forth in the certificate); that
     Tenant,  as  of the date of such certificate, has no charge, lien, or claim
     of  offset  under  this  Lease  or  otherwise  against  Rent;  that, to the
     knowledge  of Tenant, Landlord is not then in default under this Lease; and
     such  other  matters  as  may  be  reasonably  requested by Landlord or any
     mortgagee of Landlord. Any such certificate may be relied upon by Landlord,
     any  successor


                                       24
<PAGE>
     of Landlord, any mortgagees of Landlord or any prospective purchaser of the
     Building  or  the  Property.

     d.  Notice  to Mortgagee.  No act or failure to act on the part of Landlord
         --------------------
     which  would entitle Tenant under the terms of this Lease, or by law, to be
     relieved  of  Tenant's  obligations  hereunder  or to terminate this Lease,
     shall  result  in  a release of Tenant's obligations or termination of this
     Lease unless (i) Tenant has given notice by certified mail to any mortgagee
     of  Landlord  whose  address  has been furnished to Tenant, and (ii) Tenant
     offers such mortgagee of Landlord a reasonable time to cure the default (in
     no  event  to  be  less  than  thirty  (30) days), including time to obtain
     possession of the Building if such should prove necessary to effect a cure.
     No  such  mortgagee  of  Landlord  shall be obligated to Tenant to cure any
     default  by Landlord hereunder, but if a mortgagee elects in its discretion
     to effect a cure Tenant shall accept same as though done by Landlord.

20.  TAXES

     Tenant  shall  be  liable for all taxes levied or assessed against personal
     property,  furniture,  or fixtures placed by Tenant in the Premises. If any
     taxes for which Tenant is liable are levied or assessed against Landlord or
     Landlord's property and Landlord elects to pay the same, or if the assessed
     value  of  Landlord's  property  is increased by inclusion of such personal
     property,  furniture or fixtures and Landlord elects to pay the taxes based
     on such increase, then Tenant shall pay to Landlord, upon demand, that part
     of  such  taxes  for  which  Tenant is primarily liable hereunder. Landlord
     shall not pay such amounts if Tenant notifies Landlord that it will contest
     the  validity  or  amount  of such taxes and thereafter diligently proceeds
     with such contest in accordance with applicable law and in a manner that is
     not  inconsistent  with  the rights of Landlord or any other tenants of the
     Building and the non-payment thereof does not; (a) pose a threat of loss or
     seizure  of  the Building or interest of Landlord therein; or (b) result in
     the  imposition  of  any  fines,  penalties  or  interest against Landlord.
     Notwithstanding  the  foregoing, Landlord may (but shall never be obligated
     to  do  so)  contest  the  amount  or  validity  of  any  such  taxes.

21.  EVENTS OF DEFAULT

     The  occurrence  of  any  one  of  the following events will be an Event of
     Default  by  Tenant  under  this  Lease:

     a.   Tenant  shall fail to pay Landlord any Rent or other sum of money when
     due  under this Lease or under any other agreement with Landlord concerning
     the  Premises  after  the  expiration  of  five  (5)  days  written notice.

     b.   Tenant  shall  fail to maintain any insurance that this Lease requires
     Tenant  to  maintain  or  shall  fail  to  deliver  any certificate of such
     insurance  when  required  by  this  Lease.

     c.   Tenant  shall  fail to provide an estoppel certificate within the time
     provided  in  subsection  19.  (c)


                                       25
<PAGE>
     d.   Tenant  shall  fail  to  perform  or  observe  any  term,  covenant or
     condition of this Lease or any other agreement with Landlord concerning the
     Premises  (other  than  a  failure  described  in the preceding subsections
     21.(a), 21.(b) and 21. (c) and Tenant shall not cure the failure within ten
     (10)  days  after  Landlord  notifies Tenant thereof in writing; but if the
     failure  is  of  a  nature that it cannot be cured within such ten (10) day
     period,  Tenant  shall  not  have  committed  an Event of Default if Tenant
     commences  the  curing  of  the failure within such ten (10) day period and
     thereafter  diligently  pursues  the  curing of same and completes the cure
     within thirty (30) days; provided, however, that if Tenant fails to perform
     or  observe  any  term,  condition,  covenant  or  provision  in this Lease
     including  the  timely  payment of Rent, more than twice in any Lease year,
     then  notwithstanding  that  such  defaults  have been cured by Tenant, any
     further  similar  failure shall, at Landlord's election, be deemed an Event
     of  Default  without  notice  or  opportunity  to  cure.

     e.   Tenant or any guarantor of Tenant's obligations under this Lease shall
     become  insolvent, or shall admit in writing its inability to pay its debts
     when  due, shall make a transfer in fraud of its creditors, or shall make a
     general  assignment  or arrangement for the benefit of creditors, or all or
     substantially  all  of  Tenant's  assets  or the assets of any guarantor of
     Tenant's  obligations  under  this Lease or Tenant's interest in this Lease
     are  levied  on  by  execution  or  other  legal  process.

     f.   A  petition  shall  be  filed  by  Tenant or any guarantor of Tenant's
     obligations  under  this  Lease to have Tenant or such guarantor adjudged a
     bankrupt,  or  a  petition  for reorganization or arrangement under any law
     relating  to  bankruptcy shall be filed by Tenant or such guarantor, or any
     such  petitions  shall  be filed against Tenant or such guarantor and shall
     not  be  dismissed  within  thirty  (30)  days.

     g.   A  receiver or trustee shall be appointed for all or substantially all
     the assets of Tenant or of any guarantor of Tenant's obligations under this
     Lease  or  for  Tenant's  interest  in  this  Lease.

     h.   Tenant shall abandon or vacate any substantial portion of the Premises
     or shall fail to occupy the Premises within thirty (30) days after the Term
     commences  and  the  Premises  are  ready  for  occupancy.

22.  REMEDIES

     a.   Upon  the  occurrence  of  any  uncured  Event  of  Default by Tenant,
     Landlord  shall  have  the  option, without any notice to Tenant (except as
     expressly  provided  above) and with or without judicial process, to pursue
     any  one  or  more  of  the  following  remedies:

          (i)  Landlord  may  terminate  this Lease, in which event Tenant shall
          immediately  surrender  the  Premises  to  Landlord.

          (ii)  Landlord  may  enter  upon  and take custodial possession of the
          Premises  by picking the locks if necessary, lock out or remove Tenant
          and  any  other  person  occupying  the  Premises  and


                                       26
<PAGE>
          alter  the  locks  and  other  security  devices  at the Premises, all
          without  Landlord  being  deemed guilty of trespass or becoming liable
          for  any resulting loss or damage and without causing a termination or
          forfeiture  of  this  Lease  or  of  Tenant's  obligation to pay rent.
          Landlord  shall  not,  in  the  event  of a lockout by the changing of
          locks,  be  required  to  provide  new  keys  to  Tenant.

          (iii)  Landlord  may  terminate Tenant's possession and not this Lease
          whereby  Landlord  may  enter  the Premises and take possession of and
          remove  any  and  all trade fixtures and personal property situated in
          the  Premises,  without  liability  for  trespass  or  conversion.  If
          Landlord  takes  possession  of and removes personal property from the
          Premises,  then  prior  to  any disposition of the property by sale or
          until  Tenant  reclaims  the  property if no public or private sale is
          contemplated,  Landlord  may store the property in a public or private
          warehouse  or  elsewhere  at the cost of and for the account of Tenant
          without  the  resort  to legal process and without becoming liable for
          any  resulting  loss  or  damage.

          (iv) Landlord may perform on behalf of Tenant any obligation of Tenant
          under  this  Lease which Tenant has failed to perform, and the cost of
          the  performance will be deemed Additional Rent and will be payable by
          Tenant  to  Landlord  upon  demand.

     b.   In  the  event  Landlord  enters  and takes possession of the Premises
     without  electing  to terminate this Lease, Landlord will have the right to
     relet  the Premises for Tenant's account, in the name of Tenant or Landlord
     or  otherwise, on such terms as Landlord deems advisable. But Landlord will
     not  be required to incur any expense to relet the Premises and the failure
     of  Landlord  to relet the Premises shall not reduce Tenant's liability for
     Rent  and  other charges due under this Lease or for damages. Landlord will
     not  be  obligated  to  relet  for  less  than the then market value of the
     Premises  or  to relet the Premises when other rental space in the Building
     is available for lease. Without causing a termination or forfeiture of this
     Lease  after  an  Event  of  Default by Tenant, Landlord may: (i) relet the
     Premises  for  a term or terms to expire at the same time as, earlier than,
     or  subsequent  to,  the expiration of the Term; (ii) remodel or change the
     use  and  character  of  the  Premises;  (iii)  grant  rent  concessions in
     reletting  the  Premises,  if  necessary  in  Landlord's  judgment, without
     reducing  Tenant's  obligation  for  Rent specified in this Lease; and (iv)
     relet  all  or  any  portion  of  the  Premises as a part of a larger area.
     Subject  to the next subsection, Landlord may retain the excess, if any, of
     the rent earned from reletting the Premises over the Rent specified in this
     Lease.

     c.   If  Landlord has relet the Premises or relets thereafter without first
     terminating  this  Lease,  Landlord  will  apply  any  future  rentals from
     reletting  (but  not  rental  allocable to any area outside the Premises or
     rental allocable to the period following the Term) in the following manner:
     first,  to  reduce  any  amounts  then  due  from Tenant, including but not
     limited  to  attorneys'  fees,  brokerage  commissions  and  other expenses
     Landlord  may  have incurred in connection with the collection of any Rent,
     recovery of possession, and redecorating, altering, dividing, consolidating
     with adjoining premises, or otherwise preparing the Premises for reletting;
     and,  the  balance,  if  any, of the future rentals from reletting shall be
     retained  by  Landlord  as  compensation  for  reletting  the  Premises.


                                       27
<PAGE>
     d.   No  re-entry  or reletting of the Premises or any filing or service of
     an  unlawful  detainer  action  or  similar  action will be construed as an
     election  by  Landlord to terminate or accept a forfeiture of this Lease or
     to  accept a surrender of the Premises after an Event of Default by Tenant,
     unless  a  written notice of such intention is given by Landlord to Tenant;
     but  notwithstanding  any  such action without such notice, Landlord may at
     any  time  thereafter  elect  to  terminate this Lease by notifying Tenant.

     e.   Upon  the  termination  of  this  Lease  or  termination  of  Tenant's
     possession,  Landlord  will  be  entitled  to recover, at its election, all
     unpaid  Rent  that  have  accrued  through the date of termination plus the
     costs  of performing any of Tenant's obligations (other than the payment of
     Rent)  that  should have been but were not satisfied as of the date of such
     termination. In addition, Landlord will be entitled to recover, not as rent
     or  a penalty but as compensation for Landlord's loss of the benefit of its
     bargain  with  Tenant,  the  difference  between (i) an amount equal to the
     present  value  of  the Rent and other sums that this Lease provides Tenant
     will  pay  for  the  remainder  of the Term and for the balance of any then
     effective  extension  of  the  Term,  and (ii) the present value of the net
     future  Rent  for such period that will be or with reasonable efforts could
     be  collected  by  Landlord  by  reletting  the  Premises.  For purposes of
     determining  what  could  be  collected  by Landlord by reletting under the
     preceding  sentence,  it  will  be assumed that Landlord is not required to
     relet  when  other  space  in  the Building is available for lease and that
     Landlord  will  not  be  required  to  incur  any cost to relet, other than
     customary  leasing  commissions.  If  relet.  Any monies obtained are to be
                                       -----------------------------------------
     offset  against  what  tenant  owes.
     -----------------------------------

     f.   After  an Event of Default by Tenant, Landlord may recover from Tenant
     from  time to time and Tenant shall pay to Landlord upon demand, whether or
     not  Landlord  has  relet  the  Premises or terminated this Lease, (i) such
     expenses  as  Landlord  may incur in recovering possession of the Premises,
     terminating  this  Lease,  placing the Premises in good order and condition
     and  altering or repairing the same for reletting; (ii) all other costs and
     expenses  (including brokerage commissions and legal fees) paid or incurred
     by Landlord in exercising any remedy or as a result of the Event of Default
     by  Tenant; and (iii) any other amount necessary to compensate Landlord for
     all  the  detriment  proximately  caused  by  Tenant's  failure  to perform
     Tenant's  obligations  under  this Lease or which in the ordinary course of
     things  would  be  likely  to  result  from  such  failure.

     g.   In the event that any future amount owing to Landlord or offsetting an
     amount  owing  to  Landlord is to be discounted to present value under this
     Lease,  the present value shall be determined by discounting at the rate of
     four  percent  (4%)  per  annum.

     h.   For  the  purposes  of  any  suit by Landlord brought or based on this
     Lease, this Lease may, at Landlord's option, be construed to be a divisible
     contract  to  the  end  that  successive  actions  may  be  maintained  and
     successive  periodic  sums  shall  mature and become due hereunder, and the
     failure to include in any suit or action any sum or sums then matured shall
     not  be  a bar to the maintenance of any suit or action for the recovery of
     the  sum  or  sums  so  omitted.

     i.   This  Section  22 shall be enforceable to the extent not prohibited by
     applicable  law,  and the unenforceability of any provision in this Section
     shall  not  render  any  other  provision


                                       28
<PAGE>
     unenforceable.  Tenant  will  be presumed to have abandoned the Premises if
     goods,  equipment,  or  other  property, in an amount substantial enough to
     indicate  a  probable  intent to abandon the Premises, is being or has been
     removed  from  the Premises and the removal is not within the normal course
     of  Tenant's  business.

     j.   The  failure  or  delay  by  Landlord, at any time after a default has
     occurred,  to  exercise  or  enforce  any  of  the  rights,  remedies  and
     obligations  provided for in this Lease shall not be deemed or construed to
     be  a  waiver  of  any  such default or remedy or to affect the validity or
     enforceability  of  any  part  of  this  Lease  or  the  right  of Landlord
     thereafter  to  exercise  or  enforce each and every such right, remedy and
     obligation.  No waiver of any default under this Lease by Landlord shall be
     deemed  or construed to be a waiver of any other or subsequent default, and
     the  consent  or approval by Landlord to or for any act by Tenant requiring
     Landlord's  consent  or  approval shall not be deemed to render unnecessary
     Landlord's  consent  or  approval  to  or for any subsequent similar act by
     Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than
     the  monthly  installments of Rent, Additional Rent or other charges herein
     stipulated  shall  be  deemed  to  be other than on account of the earliest
     stipulated  Rent,  Additional  Rent  or  other  charges,  nor  shall  any
     endorsement  or  statement  on any check or letter accompanying a check for
     payment  of Rent be deemed an accord and satisfaction, nor shall acceptance
     of  Rent  with  knowledge  of breach constitute a waiver of the breach, and
     Landlord  may  accept such check or payment without prejudice to Landlord's
     right  to  recover  the  balance  of such Rent, to terminate this Lease, to
     repossess  the  Premises  or  to  pursue  any other remedy provided in this
     Lease.  No  breach of a covenant or condition of this Lease shall be deemed
     to have been waived by Landlord, unless such waiver be in writing signed by
     Landlord.

23.  LANDLORD'S LIEN

     In addition to all statutory landlord's liens granted under applicable law,
     Tenant  grants  to  Landlord, to secure performance of Tenant's obligations
     hereunder,  a  security  interest  in  all  equipment, fixtures, furniture,
     improvements,  and  other  personal  property  of  Tenant  now or hereafter
     situated  on  the Premises, and all proceeds there from (the "Collateral"),
                                                                   ----------
     and  the  Collateral  shall  not  be  removed from the Premises without the
     consent  of  Landlord  until  all  obligations  of  Tenant  have been fully
     performed.  Upon  the  occurrence  of an Event of Default, Landlord may, in
     addition to all other remedies, without notice or demand except as provided
     below,  exercise  the  rights  afforded  a  secured party under the Uniform
     Commercial  Code of the State in which the Building is located (the "UCC").
                                                                          ---
     In connection with any public or private sale under the UCC, Landlord shall
     give Tenant five (5) days prior written notice of the time and place of any
     public  sale  of the Collateral or of the time after which any private sale
     or  other intended disposition thereof is to be made, which is agreed to be
     a  reasonable  notice  of  such sale or other disposition. Tenant grants to
     Landlord a power of attorney to execute and file any financing statement or
     other  instrument  necessary  to perfect Landlord's security interest which
     power is coupled with an interest and shall be irrevocable during the Term.
     Landlord  may  also  file  a copy of this Lease as a financing statement to
     perfect  its  security interest in the Collateral. Tenant further agrees to
     execute  any  financing  statements  requested  by  Landlord to evidence or
     perfect  the  liens  set  forth  in  this  section.


                                       29
<PAGE>
24.  NON-WAIVER

     Landlord's acceptance of Rent following an Event of Default shall not waive
     Landlord's rights regarding such Event of Default. No waiver by Landlord of
     any  violation  or  breach of any of the terms contained herein shall waive
     Landlord's  rights regarding any future violation of that term or any other
     term.  No custom or practice which may occur or develop between the parties
     in  connection  with the terms of this Lease shall be construed to waive or
     lessen  Landlord's  right to insist upon strict performance of the terms of
     this  Lease.

25.  SURRENDER OF PREMISES

     No  act  by  Landlord  shall  be deemed an acceptance of a surrender of the
     Premises,  and  no agreement to accept a surrender of the Premises shall be
     valid  unless  the  same  is  in  writing  and  signed  by Landlord. At the
     expiration  or  termination of this Lease, Tenant shall immediately deliver
     to  Landlord  the  Premises  with  all improvements located thereon in good
     repair  and  condition, reasonable wear and tear excepted (and condemnation
     and  Casualty  damage  not caused by Tenant, as to which Sections 16 and 17
     shall  control), and shall deliver to Landlord all keys to the Premises and
     access cards to the Building. Provided that Tenant has performed all of its
     obligations  hereunder,  Tenant  may  remove all unattached trade fixtures,
     furniture,  and  personal  property  placed  in the Premises by Tenant (but
     Tenant  shall  not  remove any such item which was paid for, in whole or in
     part,  by  Landlord).  Additionally,  Tenant  shall  promptly  remove  such
     alterations,  additions,  improvements,  trade fixtures, equipment, wiring,
     and  furniture  as  Landlord  may  request;  however,  Tenant  shall not be
     required  to remove any addition or improvement to the Premises if Landlord
     has  specifically  agreed  in  writing  that the improvement or addition in
     question  shall  not  be  removed. Tenant shall repair all damage caused by
     such  removal.  All  items  not  so  removed  shall  be deemed to have been
     abandoned  by  Tenant  and may be appropriated, sold, stored, destroyed, or
     otherwise  disposed of by Landlord without notice to Tenant and without any
     obligation  to  account  for  such  items. If Tenant fails to surrender the
     Premises,  Landlord  shall  have  the  right,  without  notice  and without
     resorting  to  legal  process,  to  enter  upon  and take possession of the
     Premises  and  to expel or remove Tenant and its effects. The provisions of
     this  Section  shall  survive  the  end  of  the  Term.

26.  HOLDING OVER

     a.   If,  at  the expiration of the Term of this Lease, Tenant continues to
     occupy the Premises with the written consent of Landlord, then Tenant shall
     be  a  Tenant  from  month  to  month  at  a monthly rent as established by
     Landlord  and  subject  to  all  of  the other terms and conditions of this
     Lease.


                                       30
<PAGE>
     b.   If,  at  the expiration of the term of this Lease or other termination
     of  this  Lease, Tenant continues to occupy the Leased Premises without the
     written consent of Landlord, or if no new agreement shall have been entered
     into by the parties hereto, then Tenant shall be a Tenant at will only, and
     Tenant's  continued  occupancy  shall  not  defeat  Landlord's  right  to
     possession  of  the  Leased  Premises  at any time, with or without notice.
     Tenant  shall pay Rent equal to the greater of (a) 200% of the monthly Base
     Rent  and Additional Rent payable during the last month of the Term, or (b)
     the  prevailing  rental  rate  in  the  Building for similar space. In such
     event,  Tenant  shall pay Rent on a monthly basis and shall not be entitled
     to  a  daily  proration.  In  addition,  Tenant  shall  pay to Landlord all
     damages,  costs  and expenses incurred, directly or indirectly, by Landlord
     by  reason of Tenant's retention of possession of the Leased Premises after
     such expiration or termination. Tenant shall indemnify Landlord against all
     claims  made  by  any  other  tenant or prospective tenant against Landlord
     resulting  from  delay  by  Landlord in delivering possession of the Leased
     Premises  to  such  other  tenant or prospective tenant as a result of such
     holdover.

     No  payment  of  money  by Tenant to Landlord after the termination of this
     Lease  shall reinstate, continue, or extend the lease Term and no extension
     of this Lease after the termination thereof shall be valid unless and until
     the  same  shall  be  reduced  to  writing  and signed by both Landlord and
     Tenant.

27.  RIGHTS RESERVED BY LANDLORD

     Landlord has the following rights, exercisable without notice to Tenant and
     without  causing  an  eviction  (constructive  or actual) or disturbance of
     Tenant's  possession  of  the Premises and without giving rise to any claim
     for  setoff  or  abatement  of  rent:

          a.  to  change  the  Building's  name  or  street  address;

          b. to install signs on the exterior and interior of the Building or on
          the  Property;

          c.  to  designate  and  approve,  prior  to installation, all types of
          window  shades,  blinds, drapes, awnings, window ventilators and other
          similar  equipment,  and  to control all internal lighting that may be
          visible  from  the  exterior  of  the  Building;

          d. to enter upon the Premises at reasonable hours to inspect, clean or
          make repairs or alterations (without implying any obligation to do so)
          and  to  show  the  Premises  to  prospective  lenders, purchasers and
          tenants  and,  if  the  Premises  are  vacated,  to  prepare  them for
          reoccupancy;

          e.  to  retain and use in appropriate instances keys to all doors into
          and  within  the Premises (Tenant will not change or add locks without
          the  prior  written  consent  of  Landlord);


                                       31
<PAGE>
          f.  to  decorate  and  to  make  repairs,  alterations,  additions  or
          improvements  (whether  structural  or  otherwise)  to  and  about the
          Building  and  the  Property and, for such purposes, to enter upon the
          Premises,  to  temporarily  close  doors,  entryways, public space and
          corridors  in  the  Building  or  the Property, to temporarily suspend
          building  services  and  facilities  and to change the arrangement and
          location  of  entrances or passageways, doors and doorways, corridors,
          elevators,  stairs,  toilets,  or  other  Common  Areas,  all  without
          abatement  of  rent  or  impairing Tenant's obligations so long as the
          Premises  remain  reasonably  accessible and fit for the use expressly
          permitted  in  this  Lease;

          g.  to  grant to anyone the exclusive right to conduct any business or
          render  any  service  in or to the Building or the Property (including
          the  exclusive  right  to  sell  any food or beverages), provided such
          exclusive  right  does  not  exclude  Tenant  from  the  use expressly
          permitted  in  this  Lease;

          h.  to  approve the weight, size and location of safes and other heavy
          equipment  and  articles  in the Premises and to require that all such
          items  and  all  furniture  be  moved into and out of the Building and
          Premises  at  the  times  and  in  the  manner  directed  by  Landlord
          (movements of Tenant's property into or out of the Building and within
          the  Building  are entirely at the risk and responsibility of Tenant);
          and

          i.  to  take  any  measures (without implying any obligation to do so)
          Landlord  deems  advisable  for  the  security of the Building and its
          occupants, including the evacuation of the Building for drill purposes
          and  the closing of the Building after normal business hours, subject,
          however,  to  Tenant's right to admittance when the Building is closed
          under reasonable regulations prescribed by Landlord from time to time.

28.  LANDLORD'S DEFAULT

     a.   All  covenants  of Tenant in this Lease are independent covenants, not
     conditioned  upon  Landlord's  satisfaction  of  its obligations hereunder,
     except  to the extent otherwise specifically provided herein. Tenant waives
     any  statutory  lien  it  may have against the rent due under this Lease or
     against  Landlord's  property  in  Tenant's  possession.

     b.   If  Landlord  defaults  in  the  performance of any of its obligations
     under  this Lease, Landlord will have thirty (30) days to cure after Tenant
     notifies  Landlord  of  the  default;  or  if the default is of a nature to
     require  more  than thirty (30) days to remedy, Landlord will have the time
     reasonably  necessary  to  cure  it.

     c.   Whenever a period of time is prescribed in this Lease for action to be
     taken  by  Landlord,  Landlord  will  not be liable or responsible for, and
     there  shall  be excluded from the computation for any such period of time,
     any  delays  due  to  strikes,  riots,  acts  of God, shortages of labor or
     materials,  war, applicable laws or any other causes of any kind whatsoever
     which  are  beyond  the  control  of  Landlord.


                                       32
<PAGE>
     d.   Tenant  agrees  to  serve  a  notice  of  claimed default or breach by
     Landlord  upon the lender holding a first mortgage or deed of trust against
     the Premises (herein called "Landlord's Mortgagee") if Tenant has been made
     aware  of  the  name and address of such lender in writing. Notwithstanding
                                                     ----------
     anything  to  the  contrary  contained herein, Tenant will not exercise any
     right  to  terminate  this  Lease  because  of a default by Landlord before
     allowing  such  lender  the opportunity to cure such default as provided in
     subsection  19(d).  This  subsection will not be interpreted as creating or
     broadening any right of Tenant to terminate this Lease because of a default
     by  Landlord.


29.  RELOCATION

     Landlord may, at Landlord's expense, relocate Tenant within the Building or
     Property  in  space  which is reasonably comparable in size to the Premises
     and  is  reasonably  suited for Tenant's use. If Landlord relocates Tenant,
     Landlord  shall  reimburse  Tenant  for  Tenant's  reasonable out-of-pocket
     expenses  for  moving  Tenant's  furniture, equipment and supplies from the
     Premises  to the relocation space and for reprinting Tenant's stationery of
     the  same  quality  and  quantity  as  Tenant's  stationery  supply on hand
     immediately  before  Landlord's  notice  to  Tenant of the exercise of this
     relocation  right.  Upon  such  relocation,  the  relocation space shall be
     deemed  to be the Premises and the terms of this Lease shall remain in full
     force  and  shall  apply  to  the  relocation  space.

30.  PARKING

     If  there  is  a  parking lot and/or parking garage associated or connected
     with  the Building, Landlord grants to Tenant the nonexclusive right of its
     employees,  agents,  customers,  invitees and licensees to park vehicles in
     those  areas  of the Property designated by the Landlord as parking for the
     Building, subject to such terms, conditions and regulations as Landlord may
     adopt and modify from time to time relative to the parking areas. If Tenant
     sublets  any portion of the Premises or assigns any of its interest in this
     Lease,  then  the  parking  spaces  allocated  to Tenant hereunder shall be
     reduced  to  the  extent  the ratio between the rentable square feet of the
     Premises  and  the  parking  spaces granted to Tenant hereunder exceeds the
     Building  standard ratio of 3 parking spaces per 1,000 rentable square feet
     as  established  by  Landlord  from  time  to  time.

31.  MISCELLANEOUS

     a.   Landlord  Transfer.  Landlord  may  transfer, in whole or in part, the
          ------------------
     Building  and  any  of its rights under this Lease. If Landlord assigns its
     rights  under  this Lease, then Landlord shall thereby be released from any
     further obligations hereunder provided that the assignee assumes Landlord's
     obligations  under  this  Lease.


                                       33
<PAGE>
     b.   Landlord's  Liability.  The  liability  of  Landlord to Tenant for any
         ----------------------
     default  by  Landlord  under  the  terms  of this Lease shall be limited to
     Tenant's  actual  direct,  but  not  consequential,  damages  and  shall be
     recoverable  only  from  the interest of Landlord in the Property. Landlord
     and  its  directors,  officers,  partners, employees, agents, attorneys and
     representatives  shall  not  be  personally  liable  for any deficiency and
     Tenant  agrees  to  look  solely to Landlord's interest in the Property for
     recovery  of  any  judgment  from Landlord, it being intended that Landlord
     shall  not  be  personally  liable  for  any  judgment  or  deficiency.

     c.   Brokerage.  Landlord  and Tenant each warrant to the other that it has
          ---------
     not  dealt  with  any broker or agent in connection with the negotiation or
     execution  of  this Lease except Landlord's Broker (Colliers International)
     and  Tenant's  Broker  (Grubb  &  Ellis).  Tenant  and  Landlord shall each
     indemnify the other against all costs, expenses, attorneys' fees, and other
     liability  for  commissions  or other compensation claimed by any broker or
     agent  claiming  the  same  by,  through,  or under the indemnifying party.
     Commissions  payable to Tenant's Broker shall be paid by Landlord only if a
     written  commission agreement has been executed by and between Landlord and
     such  broker.  Landlord shall be responsible for payment of all commissions
     to  Landlord's  Broker.

     d.   Notices.  All  notices and other communications given pursuant to this
          -------
     Lease  shall  be  in writing and shall be (i) mailed by first class, United
     States Mail, postage prepaid, certified, with return receipt requested, and
     addressed  to  the  parties hereto at the address specified in Section 1 of
     the  Lease,  (ii)  hand  delivered  by  local courier or national overnight
     delivery  service  to  the  specified  address,  or (iii) sent by facsimile
     transmission  or  telex  followed  by a confirmatory letter. All notices to
     Landlord  shall be delivered to the addresses set forth in Section 1 and to
     Landlord's  property management company at the address set forth in Section
     2  and  all notices to Tenant shall be to Tenant's address(es) set forth in
     Section  1.  Notice  sent  by  certified  mail,  postage  prepaid, shall be
     effective  three  (3)  business  days  after  being deposited in the United
     States  Mail;  notices  sent by hand delivery or overnight courier shall be
     effective upon delivery to the address specified herein and notices sent by
     facsimile  or telex shall be effective when and if actually received by the
     individual  to  whom  the  notice is to be directed. The parties hereto may
     change  their  addresses  for notice or payment by giving notice thereof to
     the  other in conformity with this provision. In addition to the foregoing,
     any written notice to Tenant shall be deemed received when delivered to the
     Premises.

     e.   Severability.  It  is  the  parties  intention  that  this  Lease  be
          ------------
     enforceable  and  that it comply with all applicable laws. If any clause or
     provision of this Lease is illegal, invalid, or unenforceable under present
     or  future  laws,  then  the  remainder of this Lease shall not be affected
     thereby  and in lieu of such clause or provision, there shall be added as a
     part  of  this  Lease  a  clause  or  provision as similar in terms to such
     illegal,  invalid,  or unenforceable clause or provision as may be possible
     and  be  legal,  valid,  and  enforceable.

     f.   Amendments;  and Binding Effect.  This Lease may not be amended except
          -------------------------------
     by  instrument  in  writing  signed by Landlord and Tenant. No provision of
     this  Lease  shall  be  deemed  to have been waived by Landlord unless such
     waiver is in writing signed by Landlord. The terms and conditions contained
     in this Lease shall inure to the benefit of and be binding upon the parties


                                       34
<PAGE>
     hereto,  and  upon  their  respective  successors  in  interest  and  legal
     representatives,  except as otherwise herein expressly provided. This Lease
     is  for the sole benefit of Landlord and Tenant, and, other than Landlord's
     mortgagee, no third party shall be deemed a third party beneficiary hereof.

     g.   Tenant's  Right  of  Possession.  Provided Tenant has timely performed
          -------------------------------
     all  of  the  terms and conditions of this Lease to be performed by Tenant,
     Tenant  shall  peaceably  and  quietly  hold and enjoy the Premises for the
     Term, without hindrance from Landlord or any party claiming by, through, or
     under  Landlord,  subject  to  the  terms  and  conditions  of  this Lease.

     h.   Joint  and  Several Liability.  If there is more than one Tenant, then
          -----------------------------
     the  obligations  hereunder imposed upon Tenant shall be joint and several.
     If  there  is  a  guarantor  of  Tenant's  obligations  hereunder, then the
     obligations  hereunder  imposed  upon Tenant shall be the joint and several
     obligations  of  Tenant  and  such  guarantor,  and Landlord need not first
     proceed  against  Tenant before proceeding against such guarantor nor shall
     any such guarantor be released from its guaranty for any reason whatsoever.

     I.   Captions.  The captions contained in this Lease are for convenience of
          --------
     reference  only,  and  do  not limit or enlarge the terms and conditions of
     this  Lease.

     j.   No  Merger.  There  shall  be no merger of the leasehold estate hereby
          ----------
     created with the fee estate in the Premises or any part thereof if the same
     person  or  entity acquires or holds, directly or indirectly, this Lease or
     any interest in this Lease and the corresponding fee estate or any interest
     in  such  fee  estate.

     k.   No  Offer.  The  submission  of  this  Lease  to  Tenant  shall not be
          ---------
     construed  as  an  offer, nor shall Tenant have any rights under this Lease
     unless  Landlord  executes  a copy of this Lease and delivers it to Tenant.

     l.   Exhibits.  All  exhibits  added  and  attachments  attached hereto are
          --------
     incorporated  herein  by  this  reference.

                      Exhibit A - Legal  Description
                      Exhibit B - Outline  of  Premises
                      Exhibit C - Building  Rules  and  Regulations
                      Exhibit D - Landlord  Services
                      Exhibit E - Tenant  Improvements

     m.   Entire Agreement.  This Lease constitutes the entire agreement between
          ----------------
     Landlord  and Tenant regarding the subject matter hereof and supersedes all
     oral  statements  and prior writings relating thereto. Except for those set
     forth  in  this  Lease,  no representations, warranties, or agreements have
     been  made by Landlord or Tenant to the other with respect to this Lease or
     the  obligations  of  Landlord  or  Tenant  in  connection  therewith.


                                       35
<PAGE>
     n.   Property  Management.  Landlord's  Property  Management  Company  is
          --------------------
     identified  in  Section  2  of  the  Lease.  Landlord's Property Management
     Company  may  be changed without notice to Tenant from time to time. Tenant
     acknowledges  that  the  Property  Management  Company  is  an  independent
     contractor  hired  by  Landlord  to  operate  the  Property.

     o.   Choice  of Law.  This Lease shall be governed by the laws of the state
          --------------
     in  which  the Property is located and by the applicable laws of the United
     States  of  America.

     p.   Construction and Interpretation.  This Lease shall not be construed in
          -------------------------------
     favor  of  either  Landlord  or Tenant regardless of who prepared the same.
     Whenever the terms "hereof," "hereby," "herein," or words of similar import
     are  used  herein they shall be construed as referring to this Lease in its
     entirety  rather  than  to a particular section or provision. References to
     Sections  and  Exhibits  refer  to  the  sections of, and exhibits to, this
     Lease.  Whenever  the  term  "including"  is  used  herein,  it  shall  be
     interpreted  as  meaning  "including,  but  not  limited  to."

     q.   Waiver  of Jury Trial. Landlord and Tenant waive the right to trial by
          ---------------------
     jury  in  any  action,  proceeding  or  counterclaim  involving  any matter
     whatsoever  arising  out  of  or  in any way connected with this Lease, the
     relationship  of  Landlord  and  Tenant,  Tenant's  use or occupancy of the
     Premises  or  involving  the  right  to  any  statutory  relief  or remedy.

     Tenant  hereby waives the right to interpose any counterclaim of any nature
     in  any  summary  proceeding  or  other  action or proceeding instituted by
     Landlord against Tenant, or in any action instituted by Landlord for unpaid
     Rent,  Additional  Rent  or  other  amounts  due  under  this  Lease.

     r.   Use  of Term "Tenant".   The term "Tenant" wherever used in this Lease
          ---------------------
     shall  include  its  employees,  agents,  invitees, contractors, licensees,
     partners,  officers  and  shareholders.


32.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT

     Tenant  represents,  warrants  and  covenants  that  it is now in a solvent
     condition;  that  no  bankruptcy  or  insolvency proceedings are pending or
     contemplated  by or against Tenant or any guarantor of Tenant's obligations
     under  this Lease; that all reports, statements and other data furnished by
     Tenant  to  Landlord  in connection with this Lease are true and correct in
     all  material  respects;  that  the execution and delivery of this Lease by
     Tenant  does not contravene, result in a breach of, or constitute a default
     under  any  contract  or  agreement  to which Tenant is a party or by which
     Tenant  may  be  bound  and  does not violate or contravene any law, order,
     decree,  rule  or regulation to which Tenant is subject; and that there are
     no  judicial  or  administrative  actions, suits, or proceedings pending or
     threatened  against  or  affecting  Tenant  or  any  guarantor  of Tenant's
     obligations under this Lease. If Tenant is a corporation, limited liability
     company  or partnership, each of the persons executing this Lease on behalf
     of  Tenant  represents  and  warrants  that  Tenant  is  duly organized and
     existing,  is  qualified  to do business in the state in which the Premises
     are  located,  has  full right and authority to enter into this Lease, that
     the  persons  signing  on  behalf  of


                                       36
<PAGE>
     Tenant  are  authorized  to  do  so  by  appropriate  corporate, company or
     partnership  action  and  that  the terms, conditions and covenants in this
     Lease are enforceable against Tenant. If Tenant is a corporation or limited
     liability  company, Tenant shall deliver certified resolutions to Landlord,
     upon  request, evidencing that the execution and delivery of this Lease has
     been  duly  authorized  and  properly executed, and will deliver such other
     evidence  of  existence,  authority  and  good  standing  as Landlord shall
     require.


33. ENVIRONMENTAL PROVISIONS

     a.   Terms defined below in this Section shall have the following meanings:

          (i)  "Applicable  Environmental  Laws"  means  all applicable federal,
          state  and  other  laws,  ordinances,  rules  and  regulations  of any
          governmental  entity  pertaining  to  health  or  the  environment,
          including,  without  limitation,  the  Comprehensive  Environmental
          Response,  Compensation,  and Liability Act of 1980, as amended by the
          Superfund  Amendments  and  Reauthorization  Act  of 1986 (as amended,
          hereinafter  called  "CERCLA"), the Resource Conservation and Recovery
          Act  of  1976,  as  amended by the Used Oil Recycling act of 1980, the
          Solid  Waste  Disposal  Act  Amendments of 1980, and the Hazardous and
          Solid  Waste  Amendments  of  1984  (as  amended,  hereinafter  called
          "RCRA").

          (ii)  "Expenses"  means all liabilities, obligations, losses, damages,
          penalties,  claims,  actions,  suits,  proceedings,  costs,  expenses
          (including  reasonable  attorneys'  fees),  costs  of  settlement  and
          disbursements  of  any  kind  and  nature  whatsoever.

          (iii)  "Hazardous  substance"  and  "release"  shall have the meanings
          specified  in  CERCLA,  and the terms "solid waste" and "disposal" (or
          "disposed")  shall  have  the meanings specified in RCRA; provided, in
          the  event  either  CERCLA  or  RCRA  is  amended so as to broaden the
          meaning  of any term defined thereby, such broader meaning shall apply
          subsequent  to  the  effective  date  of  such  amendment and provided
          further,  to the extent that the laws of the State of Nevada establish
          a  meaning  for  "hazardous  substance",  "release," "solid waste," or
          "disposal"  which  is  broader than that specified in either CERCLA or
          RCRA,  such  broader  meaning  shall  apply.

          (iv) "Indemnified Party" means each of Landlord and any successors and
          assigns  as  to  all  or  any  portion of the Property or any interest
          therein,  and  any  affiliate,  officer,  agent, director, employee or
          servant  of  any  of  them.

     b.   Tenant  warrants  and  represents  that to Tenant's knowledge Tenant's
     intended  use  of  the  Premises  will not violate Applicable Environmental
     Laws. Tenant shall not cause or permit the Property, the Premises or Tenant
     to  be  in violation of, or do anything or permit anything to be done which
     will  subject  the Landlord or the Premises or the Property to any remedial
     obligations under any Applicable Environmental Laws, assuming disclosure to
     the  applicable  governmental authorities of all relevant facts, conditions
     and  circumstances,  if  any,  pertaining to the Premises, the Property and
     Tenant.  Tenant  shall promptly notify Landlord in writing of any existing,
     pending or, to the knowledge of Tenant, threatened investigation or inquiry
     by  any  governmental


                                       37
<PAGE>
     authority in connection with any violation of Applicable Environmental Laws
     by  Tenant or any person or entity acting through or on behalf of Tenant or
     the Premises. Tenant shall take all steps necessary to determine during the
     Term  of  this Lease that no hazardous substances or solid wastes are being
     disposed  of  or  otherwise  released  on or to or from the Property or the
     Premises.  Landlord  may  enter  upon  the Premises at any time and without
     notice  to verify compliance with this Section if Landlord believes in good
     faith  that a violation of this Section may have occurred or be threatened.
     Any  violation  of  this  Section  by  Tenant  shall constitute an Event of
     Default  under  this  Lease,  which  cannot  be  cured.

     c.   Tenant  hereby  agrees  to assume liability for and to pay, indemnify,
     protect and hold harmless every Indemnified Party from any and all Expenses
     imposed,  incurred or asserted (regardless of whether the Indemnified Party
     shall  be indemnified by any other person or entity) in any way relating to
     or  arising  out  of  (a)  a  violation of Applicable Environmental Laws by
     Tenant  during  the  term of this Lease or during any period of holdover by
     Tenant  after  the Term of the Lease, or (b) a disposal or other release of
     any  hazardous  substance or solid waste on, to or from the Premises or the
     Property  by  the  Tenant  during  the term of the Lease or during any such
     period  of  holdover.  The Tenant acknowledges that it has been given ample
     time to consult with counsel in agreeing to the indemnity set forth in this
     Lease  and  fully  understands  it.  This  indemnity  shall  survive  the
     termination  or expiration of this Lease. The foregoing indemnity shall not
     render  Tenant  liable  to  any  Indemnified  Party for any Expenses to the
     extent  that  such Indemnified Party may incur such Expenses as a result of
     its  own  willful  misconduct  or  negligence.

     d.   If  an Indemnified Party notifies Tenant of any claim or notice of the
     commencement  of  any  action,  administrative  or  legal  proceeding,  or
     investigation  as  to which the indemnity may apply, Tenant shall assume on
     behalf  of the Indemnified Party and conduct with due diligence and in good
     faith  the  defense  thereof  with  counsel  reasonably satisfactory to the
     Indemnified  Party;  provided,  that  the  Indemnified party shall have the
     right  to  be  represented therein by advisory counsel of its own selection
     and  at  its  own  expense;  and  provided further, that if any such claim,
     action,  proceeding  or  investigation  involves  both  Tenant  and  the
     Indemnified Party and the Indemnified Party shall have reasonably concluded
     that  there may be legal defenses available to it which are different from,
     additional  to,  or  inconsistent  with those available to Tenant, then the
     Indemnified  Party  shall  have  the  right  to  select separate counsel to
     participate  in  the  defense  of  such  claim,  action,  proceeding  or
     investigation  on  its  own  behalf  at  Tenant's  expense.

     e.   If  any  claim, action, proceeding or investigation arises as to which
     the  indemnity  provided for may apply, and Tenant fails to assume promptly
     (and  in  any event within ten (10) days after being notified of the claim,
     action,  proceeding or investigation) the defense of the Indemnified Party,
     then  the Indemnified Party may contest (or, with the prior written consent
     of  Tenant,  settle)  the  claim,  action,  proceeding  or investigation at
     Tenant's expense using counsel selected by the Indemnified Party; provided,
     that  no  such contest need be made by the Indemnified Party and settlement
     or  full  payment of any claim may be made by the Indemnified Party without


                                       38
<PAGE>
     Tenant's  consent  and without releasing Tenant from any obligations to the
     Indemnified  Party  if,  in  the written opinion of the Indemnified Party's
     counsel,  the  settlement  or  payment  in full is advisable. All costs and
     expenses  incurred  by  the  Indemnified  Party in connection with any such
     contest,  settlement  or  payment  shall  be  payable  upon  demand.

     f.   To  the Landlord's best knowledge no hazardous substance exists in the
     Premises  that  are  in  violation  of  Applicable  Environmental  Laws.





TO  THE  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  LANDLORD  AND TENANT EXPRESSLY
DISCLAIM  ANY  IMPLIED  WARRANTY  THAT  THE  PREMISES  ARE SUITABLE FOR TENANT'S
INTENDED  COMMERCIAL  PURPOSE.

EXECUTED  as  indicated below and effective on the latter of the dates indicated
below.


LANDLORD: Tomorrow 33 Convention, LP
          a Delaware limited partnership

By:  TFMGP 33 L.P., It's general partner
     a Delaware limited partnership
     its sole general partner

By:  TFMGP 33 Corp., It's general partner
     its general partner

By:  _/s/  Cheryl  S.  Willoughby________
     Cheryl S. Willoughby
     Vice President

Date: 9/3/03



TENANT: Telco Billing, Inc


     A  Nevada  Corporation
--------------------------------------------------------------------------------


                                       39
<PAGE>
By:  /s/ Angelo Tullo, pres
                           -----------------------------------------------------

Name:  Angelo  Tullo
     ---------------------------------------------------------------------------


Title:  President
      --------------------------------------------------------------------------


Date: 8/29/03
             -----


                                       40
<PAGE>
                                   EXHIBIT "A"


                                LEGAL DESCRIPTION
                                -----------------


Parcel  One  (1):

That  portion of the Southeast Quarter (SE 1/4) of Section 9, Township 21 South,
Range  61  East,  M.D.B.  &  M.,  Clark  County, Nevada, being more particularly
described  as  follows:

Parcels  One  (1), Two (2) and Three (3) as shown on Parcel Map recorded October
14,  1980,  at  Page  69,  File  32  of Parcel Maps, in the Office of the County
Recorder,  Clark  County,  Nevada.

Excepting therefrom that certain spandrel area lying within the Northwest Corner
thereof  as  conveyed  to the County of Clark, by Deed recorded March 6, 1981 as
Instrument/File  No.  1324003  in  Book  1365  of  Official  Records.

Parcel  Two  (2):

The  West  100.00  feet  of  that  portion  of the Southeast Quarter (SE 1/4) of
Section  9,  Township  21  South,  Range  61 East, M.D.M., Clark County, Nevada,
described  as  follows:

Commencing  at  the  Southeast  Corner  of  said  Section  9;
Thence  North  4  39' 07" West along the East line thereof, a distance of 702.78
feet  to  a  point;
Thence  North  89  02'  13"  West,  a  distance  of  258.90  feet  to  a  point;
Thence  North  0  11'  20"  East,  East  235.02  feet  to  a  point;

Thence  North  89  21'  40"  West,  a  distance of 1337.25 feet to the Northwest
Corner  of that certain parcel of land conveyed by Vegas Valley Development Co.,
Ltd., to Clifford A. Jones and C. D. Baker, by Deed recorded December 4, 1951 as
Instrument/File  No.  378222,Clark  County,  Nevada,  being  the  True  Point of
Beginning;

Thence  South  2  51' East, a distance of 277.06 feet to the Southwest Corner of
the  said  conveyed  parcel;
Thence  South  88  56'  East along the South line of the said conveyed parcel, a
distance  of  337.30  feet  to  a  point;
Thence  Northerly,  a  distance  of 279.70 feet, more or less, to a point on the
North  line  of  said  conveyed  parcel, distant thereon South 89  21' 40" East,
340.00  feet  from  the  Northwest  Corner  thereof;

Thence  North  89  21'  40" West, a distance of 340.00 feet to the True Point of
Beginning.

Assessor's  Parcel  No:  162-09-805-001,002,004  &  007


                                       41
<PAGE>
                                   EXHIBIT "B"

                               OUTLINE OF PREMISES
                               -------------------


                                [GRAPHIC OMITED]



                           101 CONVETION CENTER PLAZA
                           --------------------------
                                L E V E L  T E N


                                       42
<PAGE>
                                   EXHIBIT "C"

                         BUILDING RULES AND REGULATIONS
                         ------------------------------



1.   Sidewalks,  doorways,  vestibules, halls, stairways and similar areas shall
not  be  obstructed by tenants or their officers, agents, contractors, invitees,
servants,  and  employees, or used for any purpose other than ingress and egress
to  and from their respective leased premises and for going from one part of the
Building  or  Property  to  another  part  of  the  Building  or  Property.

2.   Plumbing  fixtures  and  appliances shall be used only for the purposes for
which  constructed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or placed therein.  Any stoppage or damage resulting to any such
fixtures  or  appliances  from  misuse  on the part of a tenant or such tenant's
officers,  agents,  contractors, invitees, servants, and employees shall be paid
by  such  tenant.

3.   No  signs,  posters, advertisements, or notices shall be painted or affixed
by  or  on behalf of any tenant on any of the windows or doors, or other part of
the  Building or Property, except lettering of such color, size and style and in
such  places,  as  shall be first approved in writing by the Landlord's Property
Manager.  No nails, hooks or screws shall be driven into or inserted in any part
of  the  Building,  except  by  building  maintenance  personnel.

4.   Directories  may  be  placed by the Landlord, at Landlord's own expense, in
conspicuous  places  in  the  Building or on the Property.  No other directories
shall  be  permitted.

5.   Tenants  shall  not do anything, or permit anything to be done, in or about
the Property, or bring or keep anything therein or thereon, that will in any way
increase the possibility of fire or other casualty or obstruct or interfere with
the  rights  of,  or otherwise injure or annoy, other tenants, or do anything in
conflict with the valid pertinent laws, rules or regulations of any governmental
authority.

6.   Corridor  doors,  when  not  in  use,  shall  be  kept  closed.

7.   All  deliveries  of furniture, freight, office-equipment or other materials
for dispatch or receipt by Tenant must be made by licensed commercial movers via
the  service  entrance  of  the  Building  in  a  manner and during hours set by
Landlord from time to time.  Prior approval must be obtained from the Landlord's
Property  Manager for any deliveries that might interfere with the free movement
of  others  through the public corridors of the Building.  All hand trucks shall
be  equipped  with  rubber  tires  and  rubber  side  guards.

8.   Each  tenant  shall  cooperate  with  Building  employees  in  keeping  the
Property,  Building  and  their  respective  Premises  neat  and  clean.


                                       43
<PAGE>
9.   Nothing shall be swept or thrown into the corridors, halls, elevator shafts
or stairways.  No birds or animals shall be brought into or kept in or about the
Property  or  Building.

10.  Should  a  tenant require telegraphic, telephonic, annunciator or any other
communication  service, the Landlord will direct the electricians and installers
where  and  how  the  wires  are  to be introduced and placed, and none shall be
introduced  or  placed  except  as  the  Landlord  shall  direct.

11.  Tenants  shall  not  make  or  permit  any unseemly, disturbing or improper
noises in the Property or Building, or otherwise interfere in any way with other
tenants,  or  persons  having  business  with  them.

12.  No  equipment of any kind shall be operated in any tenant's leased premises
that  could  in any way annoy any other tenant in the Building without the prior
written  consent  of  the  Landlord.

13.  Tenants  shall  not  use  or  keep  on  the Property or in the Building any
inflammable  or  explosive  fluid  or  substance,  or any illuminating material,
unless  it  is  battery  powered,  UL  approved.

14.  Tenant  and  Tenant's  employees,  or agents, or anyone else who desires to
enter  the  Building  after normal working hours will be required to close doors
into  the  Building behind them.  Locks to such doors will not be tampered with.

15.  All  electrical  fixtures  hung  in the Premises must be fluorescent or can
                                                                          ------
lighting and of a quality, type, design, bulb color, size and general appearance
--------
approved  by  Landlord.

16.  No  water  (swamp) cooler, air conditioning unit, space heater or system or
         ---------------------
other apparatus shall be installed or used by a tenant without the prior written
consent  of  Landlord.

17.  Normal business hours for the Building shall be 7:00 a.m. through 6:00 p.m.
on  weekdays,  excluding  legal  holidays.

18.  References  to  "holidays" and "legal holidays" in the leases to tenants in
the  Building  shall  include  the  following:

          January 1st. . . . . . . . . . . . . New Year's Day

          Last Monday in May  . . . . . . . . .  Memorial Day

          July 4th  . . . . . . . . . . . .  Independence Day

          First Monday in September . . . . . . . . Labor Day

          Fourth Thursday in November . . . . .  Thanksgiving


                                       44
<PAGE>
          December 25th . . . . . . . . . . . . . . Christmas


19.  The  Landlord  reserves  the right to rescind any of these rules (as to any
particular  tenant  or  as  to all tenants generally) and to make such other and
further  rules and regulations as in the judgment of Landlord shall from time to
time  be needed for the safety, protection, care and cleanliness of the Property
and Building, the operation thereof, the preservation of good order therein, and
the protection and comfort of its tenants, their agents, employees and invitees,
which rules when made and notice thereof given to a tenant shall be binding upon
such  tenant in like manner as if originally herein prescribed.  In the event of
any  conflict,  inconsistency,  or  other  difference  between  the  terms  and
provisions  of  these  Rules and Regulations (as now or hereafter in effect) and
the  terms  and  provisions  of  any  lease  now  or hereafter in effect between
Landlord  and  any tenant in the Building, Landlord shall have the right to rely
on  the  term  or  provision  in either such lease or such Rules and Regulations
which  is  most  restrictive  on  such  tenant.


                                       45
<PAGE>
                                   EXHIBIT "D"

                               LANDLORD'S SERVICES
                               -------------------



The  following  services  will  be  provided  by  Landlord:

1.   water  (hot and cold) at those points of supply provided for general use of
tenants  of  the  Building;

2.   heated  and  refrigerated  air  conditioning  as  appropriate,  at  such
temperatures  and in such amounts as are reasonably considered by Landlord to be
standard office conditions for the Building, from 7:00 a.m. to 6:00 p.m., Monday
through  Friday,  and  from  8:00  a.m.  to  1:00  p.m.  on  Saturdays;

3.   janitorial  service  to  the  Premises  on weekdays other than holidays for
Building-standard  installations  (Landlord  reserves  the  right to bill Tenant
separately for extra janitorial service required for non-standard installations)
and  such  window  washing  as  may  from time to time in Landlord's judgment be
reasonably  required;

4.   elevators  for  ingress  and  egress to the floor on which the Premises are
located,  in  common  with  other tenants, provided that Landlord may reasonably
limit  the  number  of  elevators  to be in operation at times other than during
customary  business  hours  and  on  holidays;

5.   replacement  of ballasts and fluorescent tubes in building-standard ceiling
mounted  fixtures installed by Landlord and incandescent bulb replacement in all
public  areas  of  the  Building;

6.   electrical  current  during normal business hours other than for computers,
electronic  data  processing  equipment,  special  lighting  and  equipment that
requires  more  than  110  volts,  or  other  equipment  whose electrical energy
consumption  exceeds  normal  office  usage;

7.   landscaping;  and

8.   snow  and  ice  removal  from  primary  ingress,  egress  and parking areas


                                       46
<PAGE>
                                   EXHIBIT "E"

                            TENANT FINISH: ALLOWANCE
                            ------------------------



1.   Except as set forth in this Exhibit, Tenant accepts the Premises in its "as
is"  condition  on  the  date  that  this  Lease  is  entered  into.

2.   Landlord  agrees  to  clean  the  premises  of all debris, have the carpets
professionally cleaned, and repair minor defects in all walls, and touch-up said
defects with paint.  Landlord will use its best efforts to match the paint color
as  close  as  possible.

3.   Landlord  shall  provide  to Tenant a construction allowance ("Construction
Allowance")  equal to the lesser of (a)  $3,591.00 ($1.00 /rentable square foot)
                                        ----------------------------------------
or (b) the Total Construction Costs, as adjusted for any approved changes to the
Drawings;  however,  if  Tenant  or its agent is managing the performance of the
work,  then Tenant shall not become entitled to full credit for the Construction
Allowance  until  Tenant has caused to be delivered to Landlord (i) all invoices
from  contractors,  subcontractors,  and  suppliers  evidencing  the  cost  of
performing the work, together with lien waivers from such parties, and a consent
of  the  surety  to  the  finished  Improvements  (if  applicable)  and  (ii)  a
certificate  of  occupancy  from  the  appropriate  governmental  authority,  if
applicable,  and  evidence  of  governmental  inspection  and  approval  of  the
Improvements,  if  applicable.


                                       47
<PAGE>
                                    GUARANTY
                                    --------

     For  good  and valuable consideration, the receipt and sufficiency of which
     are  hereby acknowledged, and in consideration for, and as an inducement to
     Landlord  to make the attached Lease with Tenant dated September _3__, 2003
     by  and  between  Tomorrow  33  Convention,  LP and Telco Billing, Inc, the
     undersigned  does  hereby  guarantee  to  Landlord,  without  condition  or
     limitations  except  as  hereinafter  provided,  the  payment  of  Rent and
     Additional  Rent  to  be  paid  by  the Tenant and the full performance and
     observance  of  all the terms, covenants and conditions therein provided to
     be  performed, observed or complied with by Tenant, including the Rules and
     Regulations  as  therein  provided,  without  requiring  any  notice  of
     non-payment,  non-performance  or  non-observance,  or proof, or notice, or
     demand,  whereby  to  charge  the  undersigned  therefor,  all of which the
     undersigned  hereby expressly waives and expressly agrees that the validity
     of this guaranty and the obligations of the guarantor hereunder shall in no
     way  be  terminated,  affected  or  impaired  by reason of the assertion by
     Landlord  against  Tenant  of  any  of  the  rights or remedies reserved to
     Landlord  pursuant  to  the  provisions of the attached Lease. Landlord may
     grant  extensions  of  time  and other indulgences and may modify, amend or
     waive  any of the terms, covenants or conditions of the attached lease, and
     discharge  or  release  any party or parties thereto, all without notice to
     the  undersigned  and  without in any way impairing, releasing or affecting
     the  liability  or  obligation  of the undersigned. Each of the undersigned
     agrees  that  Landlord may proceed directly against the undersigned without
     taking  any action under the attached Lease and without exhausting Landlord
     remedies against Tenant; and no discharge of Tenant in bankruptcy or in any
     other insolvency proceedings shall in any way or to any extent discharge or
     release  the  undersigned  from  any liability or obligation hereunder. The
     undersigned  further  covenants  and agrees that this guaranty shall remain
     and  continue  in  full force and effect as to any renewal, modification or
     extension  of  the attached Lease, and that no subletting and no assignment
     of  the  within  Lease,  with  or without Landlord's consent thereto, shall
     release  or  discharge the undersigned. As a further inducement to Landlord
     to  make  the  within  Lease and in consideration therefor, the undersigned
     agrees  that  in any action or proceeding brought by either Landlord or the
     undersigned  against  the  other  on  any matter whatsoever arising out of,
     under,  or  by  virtue  of any of the terms, covenants or conditions of the
     attached  Lease or of this guaranty, the undersigned shall pay, in addition
     to  any  damages  which  a  court of competent jurisdiction may award, such
     amount  or  amounts  as the court may determine to be reasonable attorneys'
     fees  incurred  by Landlord or its successors or assigns in the enforcement
     of this guaranty. All rights under this guaranty shall inure to the benefit
     of  any  successors  or  assigns  of  Landlord.

This Guaranty relates to that certain Lease, dated _Sept 3__, 2003, covering
Premises located at 101 Convention Center, Suite 1001/1002, Las Vegas, Nevada
89109.

IN WITNESS WHEREOF, the undersigned has signed this Guaranty as of the ___ of
____________, 200__.


                                       48
<PAGE>
                              Guarantor:  YP.NET,  Inc,
                              a  __Nevada______  corporation

                              By:__/s/ Angelo Tullo, pres

                              its:_President, Chairman
                                     (Title)


                              Date:___8/29/03__________

                              ____88-0391858___________
                              Employer Identification Number




                      ACKNOWLEDGEMENT OF LEASE COMMENCEMENT
                      -------------------------------------


The undersigned parties acknowledge that the following described Lease Agreement
is in full force and effect and that Tenant has taken possession of the demised
Premises.

Date of Lease:
                  ----------------------------

Landlord:
                  ----------------------------

Tenant:
                  ----------------------------

Building Name:
                  ----------------------------

Suite Number:
                  ----------------------------


The undersigned parties acknowledge that the Commencement Date and the
expiration date of the initial Lease term as defined in Paragraph ____ of the
above referenced Lease Agreement is as follows:


                                       49
<PAGE>
Commencement:     ___9/1/03___________________

Expiration:       ___9/30/06__________________


The undersigned parties further acknowledge that the above referenced Lease
Agreement has not been amended or modified and all terms and provisions remain
in full force and effect.

LANDLORD:
                  -------------------------------------
                  By _________________, General Partner

                  By:  ________________________
                         Cheryl S. Willoughby
                         Vice President

                  Date:________________________

TENANT:
                  _/s/ Angelo Tullo____________
                  By:__President_______________
                        (Title)

                  Date:__8/29/03_______________


                                       50
<PAGE>