EXHIBIT 10.1

                              STANDARD OFFICE LEASE

                                 BY AND BETWEEN

                     ARDEN REALTY FINANCE PARTNERSHIP, L.P.,
                        a California limited partnership,

                                  AS LANDLORD,

                                       AND

                   JAMES J. JOSEPH, AS CHAPTER 11 TRUSTEE FOR
                      PERFORMANCE CAPITAL MANAGEMENT, INC.,
                            a California corporation,

                                    AS TENANT



                                    SUITE 400

                              ANAHEIM CITY CENTRE


<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                                                                           PAGES
                                                                           -----
ARTICLE 1     Basic Lease Provisions . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2     Term/Premises. . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 3     Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
              (a)     Basic Rental . . . . . . . . . . . . . . . . . . . . . . 3
              (b)     Increase in Direct Costs . . . . . . . . . . . . . . . . 3
              (c)     Definitions  . . . . . . . . . . . . . . . . . . . . . . 3
              (d)     Determination of Payment . . . . . . . . . . . . . . . . 4

ARTICLE 4     Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 5     Holding Over . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 6     Personal Property Taxes. . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 7     Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 8     Condition of Premises. . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 9     Repairs and Alterations. . . . . . . . . . . . . . . . . . . . . 7
              (a)     Landlord's Obligation. . . . . . . . . . . . . . . . . . 7
              (b)     Tenant's Obligation. . . . . . . . . . . . . . . . . . . 8
              (c)     Alterations. . . . . . . . . . . . . . . . . . . . . . . 8
              (d)     Insurance Liens. . . . . . . . . . . . . . . . . . . . . 8
              (e)     Costs and Fees; Removal. . . . . . . . . . . . . . . . . 8

ARTICLE 10     Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 11     Project Services. . . . . . . . . . . . . . . . . . . . . . . . 9
               (a)     Basic Services. . . . . . . . . . . . . . . . . . . . . 9
               (b)     Excess Usage. . . . . . . . . . . . . . . . . . . . . . 9
               (c)     Additional Electrical Services. . . . . . . . . . . . . 9
               (d)     HVAC Balance. . . . . . . . . . . . . . . . . . . . . .10
               (e)     Telecommunications. . . . . . . . . . . . . . . . . . .10
               (f)     After-Hours Use . . . . . . . . . . . . . . . . . . . .10
               (g)     Reasonable Charges  . . . . . . . . . . . . . . . . . .10

ARTICLE 12     Rights of Landlord. . . . . . . . . . . . . . . . . . . . . . .10
               (a)     Right of Entry. . . . . . . . . . . . . . . . . . . . .10
               (b)     Maintenance Work. . . . . . . . . . . . . . . . . . . .11
               (c)     Rooftop . . . . . . . . . . . . . . . . . . . . . . . .11


ARTICLE 13     Indemnity; Exemption of Landlord from Liability . . . . . . . .11
               (a)     Indemnity . . . . . . . . . . . . . . . . . . . . . . .11
               (b)     Exemption of Landlord from Liability. . . . . . . . . .11
               (c)     Security  . . . . . . . . . . . . . . . . . . . . . . .12


ARTICLE 14     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .12
               (a)     Tenant's Insurance. . . . . . . . . . . . . . . . . . .12
               (b)     Form of Policies  . . . . . . . . . . . . . . . . . . .12
               (c)     Landlord's Insurance  . . . . . . . . . . . . . . . . .12
               (d)     Waiver of Subrogation . . . . . . . . . . . . . . . . .13
               (e)     Compliance with Law . . . . . . . . . . . . . . . . . .13

ARTICLE 15     Assignment and Subletting . . . . . . . . . . . . . . . . . . .13

ARTICLE 16     Damage or Destruction . . . . . . . . . . . . . . . . . . . . .15


                                      -i-
<PAGE>
ARTICLE 17     Subordination . . . . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE 18     Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE 19     Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

ARTICLE 20     Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . .17

ARTICLE 21     Transfer of Landlord's Interest . . . . . . . . . . . . . . . .19

ARTICLE 22     Broker. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE 23     Parking . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE 24     Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

ARTICLE 25     Estoppel Certificate  . . . . . . . . . . . . . . . . . . . . .20

ARTICLE 26     Liability Of Landlord . . . . . . . . . . . . . . . . . . . . .20

ARTICLE 27     Inability To Perform. . . . . . . . . . . . . . . . . . . . . .21

ARTICLE 28     Hazardous Waste . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE 29     Surrender of Premises; Removal of Property. . . . . . . . . . .22

ARTICLE 30     Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . .23
               (a)        Severability; Entire Agreement . . . . . . . . . . .23
               (b)        Attorneys' Fees; Waiver of Jury Trial. . . . . . . .23
               (c)        Time of Essence. . . . . . . . . . . . . . . . . . .24
               (d)        Headings; Joint and Several. . . . . . . . . . . . .24
               (e)        Reserved Area. . . . . . . . . . . . . . . . . . . .24
               (f)        No Option. . . . . . . . . . . . . . . . . . . . . .24
               (g)        Use of Project Name; Improvements. . . . . . . . . .24
               (h)        Rules and Regulations. . . . . . . . . . . . . . . .24
               (i)        Quiet Possession . . . . . . . . . . . . . . . . . .24
               (j)        Rent . . . . . . . . . . . . . . . . . . . . . . . .24
               (k)        Successors and Assigns . . . . . . . . . . . . . . .25
               (1)        Notices. . . . . . . . . . . . . . . . . . . . . . .25
               (m)        Persistent Delinquencies . . . . . . . . . . . . . .25
               (n)        Right of Landlord to Perform . . . . . . . . . . . .25
               (o)        Access, Changes in Project, Facilities, Name . . . .25
               (p)        Signing Authority. . . . . . . . . . . . . . . . . .25
               (q)        Identification of Tenant . . . . . . . . . . . . . .26
               (r)        Intentionally Omitted. . . . . . . . . . . . . . . .26
               (s)        Survival of Obligations. . . . . . . . . . . . . . .27
               (t)        Confidentiality  . . . . . . . . . . . . . . . . . .27
               (u)        Governing Law  . . . . . . . . . . . . . . . . . . .27
               (v)        Storage Space  . . . . . . . . . . . . . . . . . . .27
               (w)        Exhibits . . . . . . . . . . . . . . . . . . . . . .27
               (x)        Independent Covenants  . . . . . . . . . . . . . . .28
               (y)        Counterparts . . . . . . . . . . . . . . . . . . . .28

ARTICLE 31     Option to Extend. . . . . . . . . . . . . . . . . . . . . . . .29
               (a)        Option Rent  . . . . . . . . . . . . . . . . . . . .29
               (b)        Exercise of Options. . . . . . . . . . . . . . . . .29

ARTICLE 32    Right of First Offer . . . . . . . . . . . . . . . . . . . . . .29
ARTICLE 33    Signage. . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

Exhibit "A"   Premises
Exhibit "B"   Rules and Regulations
Exhibit "C"   Notice of Lease Term Dates and Tenant's Proportionate Share
Exhibit "D"   Tenant Work Letter


                                       ii
<PAGE>
                             INDEX OF DEFINED TERMS
                             ----------------------

DEFINED TERMS                                                               PAGE
-------------                                                               ----

Additional Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Approved Working Drawings . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Architect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Base Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Base, Shell and Core. . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Basic Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Construction Drawings . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Contractor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Cost Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Cost Proposal Delivery Date . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Direct Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Economic Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Estimate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Estimate Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Estimated Excess. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Excess. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Final Space Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Final Working Drawings. . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
First Month's Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
First Offer Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
First Offer Space . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Hazardous Material. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Improvement Allowance . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Improvement Allowance Items . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Interest Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Landlord Coordination Fee . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Lease Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Market Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Option Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Option Rent Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Option Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Original Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Over-Allowance Amount . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Parking Passes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Partnership Tenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Permitted Use.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Real Property.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Specifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Square Footage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Standard Improvement Package. . . . . . . . . . . . . . . . . . . . . .Exhibit D
Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Substantial Completion. . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Superior Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Superior Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Tax Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Tenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Tenant Delays . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7


                                      iii
<PAGE>
Tenant's Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Tenant's Proportionate Share  . . . . . . . . . . . . . . . . . . . . . . . . .1
Term  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Time Deadlines  . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D
Transfer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Transfer Premium  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Transferee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14


                                       iv
<PAGE>
                              STANDARD OFFICE LEASE
                              ---------------------

This  Standard  Office  Lease ("LEASE") is made and entered into as of this 24th
day  of  October, 2001, by and between ARDEN REALTY FINANCE PARTNERSHIP, L.P., a
California  limited  partnership ("LANDLORD"), and JAMES J. JOSEPH AS CHAPTER 11
TRUSTEE  FOR  PERFORMANCE  CAPITAL  MANAGEMENT,  INC.,  a California corporation
("TENANT").

Landlord  hereby  leases  to  Tenant  and Tenant hereby leases from Landlord the
premises  described  as Suite No. 400, as designated on the plan attached hereto
and  incorporated herein as Exhibit "A" ("PREMISES"), of the project ("Project")
whose  address  is 222 South Harbor Drive, Anaheim, California, for the Term and
upon  the  terms  and  conditions hereinafter set forth, and Landlord and Tenant
hereby  agree  as  follows:

                                    ARTICLE 1
                                    ---------

                             BASIC LEASE PROVISIONS
                             ----------------------
<TABLE>
<CAPTION>
<S>  <C>                              <C>
A.   TERM:                            Five (5) years.

     COMMENCEMENT DATE:               The   earliest   of  (i)  the   date  Tenant  first
                                      Commences  to conduct  business in the Premises, or
                                      (ii)   the  date  of  Substantial   Completion   of
                                      Improvements  in  the  Premises,  but  in  no event
                                      earlier  than  November 29, 2001.

     BASIC RENTAL COMMENCEMENT        December  1,  2001;  provided  that   Substantial
     DATE:                            Completion  of  the   Improvements  has  occurred.

     EXPIRATION DATE:                 The  date  immediately  preceding  the  fifth (5th)
                                      anniversary  of the  Commencement  Date;  provided,
                                      however,  that  if the  Commencement Date is a date
                                      other than the first day of a month, the Expiration
                                      Date shall be the last  day of  the  month which is
                                      sixty  (60)  months  after the month  in which  the
                                      Commencement Date falls, unless extended or earlier
                                      terminated pursuant to this Lease.

B.   SQUARE FOOTAGE:                  13,988 rentable square feet.
</TABLE>

C.   BASIC RENTAL:

Lease Year      Annual           Monthly         Monthly Basic Rental
----------    Basic Rental     Basic Rental     Per Rentable Square Foot
             -------------    -------------    -------------------------
  One        $  268,569.60    $   22,380.80    $                    1.60
  Two        $  276,962.40    $   23,080.20    $                    1.65
  Three      $  285,355.20    $   23,779.60    $                    1.70
  Four       $  293,748.00    $   24,479.00    $                    1.75
  Five       $  302,140.80    $   25,178.40    $                    1.80

<TABLE>
<CAPTION>
<S>  <C>                              <C>
D.   BASE YEAR:                       2002.

E.   TENANT'S PROPORTIONATE SHARE:    7.98%

F.   SECURITY DEPOSIT:                A security  deposit of $50,356.80 shall be due and
                                      Payable  by  Tenant  to  Landlord  upon   Tenant's
                                      execution of this Lease.

G.   PERMITTED USE:                   General office use, including  collection  through
                                      telephone and other electronic media of delinquent
                                      credit card debt.


<PAGE>
H.   BROKERS:                         First Property Realty Corporation.

I.   PARKING PASSES:                  Tenant shall rent one hundred ten (110) unreserved
                                      parking  passes  and  ten  (10)  reserved  parking
                                      passes  at the Building's parking facility, at the
                                      rate  provided  in  Article  23  hereof.

J.   INITIAL INSTALLMENT OF BASIC     The first full  month's Basic Rental of $22,380.80
     RENTAL:                          shall be due and  payable  by  Tenant to  Landlord
                                      upon Tenant's execution of this Lease.

K.   IMPROVEMENT WORK:                Promptly after full execution and delivery of this
                                      Lease  by  Landlord and Tenant, Landlord shall, at
                                      Landlord's expense, cause the work to be performed
                                      in  the  Premises using Project-standard materials
                                      (the  "IMPROVEMENT  WORK"),  thoroughly  clean the
                                      Premises.  In addition, Tenant Improvements in the
                                      Premises  shall  be  installed  and constructed in
                                      accordance  with  the  terms  of  the  Tenant Work
                                      Letter  attached  hereto as Exhibit "D" and made a
                                                                  -----------
                                      part  hereof.  Except as specifically set forth in
                                      this  Lease,  Tenant  hereby  agrees to accept the
                                      Premises  in  its  "as-is"  condition  and  Tenant
                                      hereby  acknowledges  that  Landlord  has  made no
                                      representation or warranty regarding the condition
                                      of  the  Premises.

L..  CONTINGENCY:                     This  Lease  shall  be  contingent  upon  Landlord
                                      executing a Termination Agreement with First World
                                      Communications ("FIRST WORLD") with respect to the
                                      termination  of  First   World's  tenancy  in  the
                                      Premises.  If,  for  any reason, Landlord does not
                                      enter  into  such Termination Agreement with First
                                      World  on  or  before October 31, 2001, this Lease
                                      shall  be voidable by Landlord upon written notice
                                      to  Tenant.  In addition, this Lease is contingent
                                      upon  Landlord  delivering  to  Tenant  a  Bill of
                                      Sale for all  furniture,  fixtures  and  equipment
                                      presently  located  in  the  Premises and owned by
                                      Landlord,  free and clear of all encumbrances, for
                                      the  additional consideration to be paid by Tenant
                                      of  Thirty-Five  Thousand  and  NO/100  Dollars
                                      ($35,000.00).
</TABLE>

                                    ARTICLE 2
                                    ---------

                                  TERM/PREMISES
                                  -------------

     The Term of this Lease shall commence on the Commencement Date as set forth
in  Article  l.A.  of the Basic Lease Provisions and shall end on the Expiration
Date  set  forth  in Article l.A. of the Basic Lease Provisions. For purposes of
this  Lease, the term "LEASE YEAR" shall mean each consecutive twelve (12) month
period  during  the  Lease  Term,  with  the  first Lease Year commencing on the
Commencement  Date;  however,  (a) if the Commencement Date falls on a day other
than  the  first  day of a calendar month, the first Lease Year shall end on the
last day of the eleventh (llth) month after the Commencement Date and the second
(2nd) and each succeeding Lease Year shall commence on the first day of the next
calendar month, and (b) the last Lease Year shall end on the Expiration Date. If
Landlord  does not deliver possession of the Premises to Tenant on or before the
anticipated  Commencement  Date  (as  set forth in Article l.A, above), Landlord
shall not be subject to any liability for its failure to do so, and such failure
shall  not  affect  the  validity  of  this  Lease nor the obligations of Tenant
hereunder.  Landlord  and Tenant hereby stipulate that the Premises contains the
number  of  square feet specified in Article l.B. of the Basic Lease Provisions,
except  that the rentable and usable square feet of the Premises and the Project
are  subject  to  verification  from  time to time by Landlord's architect/space
planner.  In  the  event  that


                                      -2-
<PAGE>
Landlord's  architect/space planner determines that the amounts thereof shall be
different  from  those  set  forth  in  this Lease, all amounts, percentages and
figures  appearing or referred to in this Lease based upon such incorrect amount
(including,  without  limitation, the  amount  of  the  Basic  Rental,  Tenant's
Proportionate Share, and the "Improvement Allowance", as that term is defined in
Section  2  of the Tenant Work Letter) shall be modified in accordance with such
determination. If such determination is made, it will be confirmed in writing by
Landlord  to  Tenant.  Landlord may deliver to Tenant a Commencement Letter in a
form  substantially similar to that attached hereto as Exhibit "C", which Tenant
shall  execute  and  return to Landlord within five (5) days of receipt thereof.
Failure  of  Tenant  to timely execute and deliver the Commencement Letter shall
constitute  an  acknowledgment  by  Tenant  that the statements included in such
notice  are  true  and  correct,  without  exception.

                                    ARTICLE 3
                                    ---------

                                     RENTAL
                                     ------

     (a)     Basic  Rental.  Tenant  agrees  to  pay to Landlord during the Term
             -------------
hereof,  at Landlord's office or to such  other person or at such other place as
directed  from  time  to  time  by  written  notice to Tenant from Landlord, the
initial  monthly  and annual sums as set forth in Article l.C of the Basic Lease
Provisions,  payable in advance on the first day of each calendar month, without
demand,  setoff  or deduction, and in the event this Lease commences or the date
of  expiration of this Lease occurs other than on the first day or last day of a
calendar  month,  the rent for such month shall be prorated. Notwithstanding the
foregoing,  the  first  full  month's  Basic Rental shall be paid to Landlord in
accordance  with  Article  1.J.  of  the  Basic  Lease  Provisions.

     (b)     Increase  in  Direct Costs. The term "BASE YEAR" means the calendar
             --------------------------
year  set  forth  in  Article  1.D.  of  the  Basic Lease Provisions. If, in any
calendar  year during the Term of this Lease, the "Direct Costs" (as hereinafter
defined)  paid or incurred by Landlord shall be higher than the Direct Costs for
the  Base  Year,  Tenant  shall  pay  an additional sum for each such subsequent
calendar  year  equal  to the product of the amount set forth in Article 1.E. of
the  Basic Lease Provisions multiplied by such increased amount of Direct Costs.
In the event either the Premises and/or the Project is expanded or reduced, then
Tenant's  Proportionate  Share shall be appropriately if adjusted, and as to the
calendar year in which such change occurs, Tenant's Proportionate Share for such
calendar year shall be determined on the basis of the number of days during that
particular  calendar year that  such Tenant's Proportionate Share was in effect.
In the event this Lease shall terminate on any date other than the last day of a
calendar  year,  the  additional  sum  payable  hereunder  by  Tenant during the
calendar  year  in which this Lease terminates shall be prorated on the basis of
the  relationship  which  the  number  of  days  which  have  elapsed  from  the
commencement  of  said  calendar  year  to and including said date on which this
Lease  terminates  bears  to three hundred sixty five (365). Any and all amounts
due and payable by Tenant pursuant to this Lease (other than Basic Rental) shall
be  deemed "ADDITIONAL RENT" and Landlord shall be entitled to exercise the same
rights  and  remedies  upon default in these payments as Landlord is entitled to
exercise  with  respect  to  defaults  in  monthly  Basic  Rental  payments.

     (c)     Definitions.  As used herein the term "DIRECT COSTS" shall mean the
             -----------
sum  of  the  following:

          (i)  "TAX  COSTS",  which shall mean any and all real estate taxes and
other  similar  charges on real property or improvements, assessments, water and
sewer  charges,  and  all  other charges assessed, reassessed or levied upon the
Project  and  appurtenances thereto and the parking or other facilities thereof,
or  the  real  property  thereunder  (collectively  the  "REAL  PROPERTY")  or
attributable  thereto  or  on  the  rents, issues, profits or income received or
derived therefrom which are assessed, reassessed or levied by the United States,
the  State  of  California  or  any  local government authority or agency or any
political  subdivision  thereof,  and  shall include Landlord's reasonable legal
fees,  costs  and  disbursements  incurred  in  connection  with proceedings for
reduction  of  Tax  Costs or any part thereof; provided, however, if at any time
after  the  date  of  this Lease the methods of taxation now prevailing shall be
altered  so  that in lieu of or as a supplement to or a substitute for the whole
or  any part of any Tax Costs, there shall be assessed, reassessed or levied (a)
a  tax, assessment, reassessment, levy, imposition or charge wholly or partially
as  a  net  income, capital or franchise levy or otherwise on the rents, issues,
profits  or  income  derived  therefrom, or (b) a tax, assessment, reassessment,
levy  (including  but  not  limited  to  any  municipal, state or federal levy),
imposition  or  charge  measured  by  or based in whole or in part upon the Real
Property  and  imposed  upon Landlord, or (c) a license fee measured by the rent
payable  under  this


                                      -3-
<PAGE>
Lease,  then  all  such  taxes, assessments, reassessments or levies or the part
thereof so measured or based, shall be deemed to be included in the term "Direct
Costs."  In  no  event  shall  Tax  Costs  included in Direct Costs for any year
subsequent  to  the  Base  Year be less than the amount of Tax Costs included in
Direct  Costs for the Base Year. In addition, when calculating Tax Costs for the
Base  Year,  special  assessments shall only be deemed included in Tax Costs for
the  Base  Year  to the extent that such special assessments are included in Tax
Costs  for  the  applicable  subsequent  calendar  year  during  the  Term.

          (ii)  "OPERATING  COSTS",  which  shall  mean  all  costs and expenses
incurred by Landlord in connection with the maintenance, operation, replacement,
ownership  and  repair  of the Project, the equipment, the intrabuilding cabling
and  wiring,  adjacent  walks,  malls  and  landscaped  and common areas and the
parking  structure,  areas  and  facilities  of  the Project, including, but not
limited  to, salaries, wages, medical, surgical and general welfare benefits and
pension  payments,  payroll  taxes,  fringe benefits, employment taxes, workers'
compensation,  uniforms  and  dry  cleaning  thereof for all persons who perform
duties  connected with the operation, maintenance and repair of the Project, its
equipment,  the  intrabuilding  cabling  and  wiring  and the adjacent walks and
landscaped  areas, including janitorial, gardening, security, parking, operating
engineer,  elevator,  painting,  plumbing,  electrical,  carpentry,  heating,
ventilation,  air  conditioning,  window  washing,  hired services, a reasonable
allowance  for  depreciation  of  the cost of acquiring or the rental expense of
personal  property used in the maintenance, operation and repair of the Project,
accountant's  fees  incurred  in  the preparation of rent adjustment statements,
legal fees, real estate tax consulting fees, personal property taxes on property
used  in  the maintenance and operation of the Project, fees, costs, expenses or
dues  payable pursuant to the terms of any covenants, conditions or restrictions
or  owners' association pertaining to the Project, capital expenditures incurred
to  effect  economies  of operation of, or stability of services to, the Project
and capital expenditures required by government regulations, laws, or ordinances
including,  but  not  limited  to  the  Americans  with  Disabilities Act; costs
incurred  (capital or otherwise) on a regular recurring basis every three (3) or
more  years  for  certain maintenance projects (e.g., parking lot slurry coat or
replacement  of  lobby  and elevator cab carpeting); the cost of all charges for
electricity,  gas, water and other utilities furnished to the Project, including
any  taxes  thereon;  the  cost  of  all charges for fire and extended coverage,
liability  and  all  other  insurance  in connection with the Project carried by
Landlord; the cost of all building and cleaning supplies and materials; the cost
of  all  charges  for  cleaning,  maintenance  and  service  contracts and other
services  with  independent  contractors  and  administration  fees;  a property
management fee (which fee may be imputed if Landlord has internalized management
or  otherwise  acts  as  its  own  property  manager)  and  license,  permit and
inspection fees relating to the Project. In the event, during any calendar year,
the  Project  is  less  than  ninety-five  percent  (95%) occupied at all times,
Operating  Costs shall be adjusted to reflect the Operating Costs of the Project
as though ninety-five percent (95%) were occupied at all times, and the increase
or  decrease in the sums owed hereunder shall be based upon such Operating Costs
as  so  adjusted.  In no event shall costs for any item of utilities included in
Direct  Costs  for  any year subsequent to the Base Year be less than the amount
included  in  Direct  Costs  for  the  Base  Year  for  such  utility  item.
Notwithstanding  anything  to  the  contrary  set  forth in this Article 3, when
calculating Operating Costs for the Base Year, Operating Costs shall exclude (a)
market-wide  labor-rate  increases due to extraordinary circumstances including,
but  not  limited  to,  boycotts  and strikes, (b) utility rate increases due to
extraordinary  circumstances  including,  but  not  limited  to,  conservation
surcharges,  boycotts, embargoes or other shortages, and (c) amortization of any
capital  items  including,  but  not  limited  to, capital improvements, capital
repairs  and  capital  replacements  (including  such  amortized costs where the
actual improvement, repair or replacement was made in prior years).

     (d)      Determination  of  Payment.
              --------------------------

          (i)  If  for  any  calendar year ending or commencing within the Term,
Tenant's  Proportionate  Share  of  Direct  Costs for such calendar year exceeds
Tenant's  Proportionate  Share  of  Direct  Costs for the Base Year, then Tenant
shall  pay  to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii),
below,  and  as  Additional  Rent, an amount equal to the excess (the "EXCESS").

          (ii)  Landlord  shall  give Tenant a yearly expense estimate statement
(the  "ESTIMATE STATEMENT") which shall set forth Landlord's reasonable estimate
(the  "ESTIMATE")  of what the total amount of Direct Costs for the then-current
calendar  year  shall  be  and  the estimated Excess (the "ESTIMATED EXCESS") as
calculated  by  comparing  Tenant's Proportionate Share of Direct Costs for such
calendar year, which shall be based upon the Estimate, to Tenant's Proportionate
Share  of  Direct  Costs  for  the  Base Year. The failure of Landlord to timely
furnish  the


                                      -4-
<PAGE>
Estimate  Statement  for  any  calendar  year  shall  not preclude Landlord from
subsequently  enforcing  its  rights  to collect any Estimated Excess under this
Article  3,  once  such  Estimated  Excess  has  been determined by Landlord. If
pursuant  to  the  Estimate  Statement an Estimated Excess is calculated for the
then-current  calendar  year,  Tenant  shall  pay,  with its next installment of
monthly  Basic  Rental  due,  a  fraction  of  the  Estimated  Excess  for  the
then-current  calendar  year  (reduced  by any amounts paid pursuant to the last
sentence  of  this  Section 3(d)(ii)). Such fraction shall have as its numerator
the  number  of  months  which have elapsed in such current calendar year to the
month  of such payment, both months inclusive, and shall have twelve (12) as its
denominator.  Until  a  new  Estimate  Statement  is furnished, Tenant shall pay
monthly,  with  the  monthly  Basic  Rental  installments,  an  amount  equal to
one-twelfth  (1/12)  of  the  total  Estimated  Excess set forth in the previous
Estimate  Statement  delivered  by  Landlord  to  Tenant.

          (iii)  In  addition, Landlord shall endeavor to give to Tenant as soon
as  reasonably  practicable following the end of each calendar year, a statement
(the  "Statement")  which  shall  state the Direct Costs incurred or accrued for
such  preceding  calendar  year, and which shall indicate the amount, if any, of
the  Excess.  Upon  receipt  of  the Statement for each calendar year during the
Term,  if  amounts  paid  by Tenant as Estimated Excess are less than the actual
Excess  as  specified  on  the  Statement,  Tenant  shall  pay,  with  its  next
installment  of monthly Basic Rental due, the full amount of the Excess for such
calendar  year,  less  the  amounts,  if  any, paid during such calendar year as
Estimated  Excess.  If,  however,  the  Statement indicates that amounts paid by
Tenant  as  Estimated  Excess are greater than the actual Excess as specified on
the  Statement,  such  overpayment  shall  be  credited  against  Tenant's  next
installments  of Estimated Excess. The failure of Landlord to timely furnish the
Statement  for any calendar year shall not prejudice Landlord from enforcing its
rights under this Article 3, once such Statement has been delivered. Even though
the  Term  has  expired  and  Tenant  has  vacated  the Premises, when the final
determination  is  made  of Tenant's Proportionate Share of the Direct Costs for
the  calendar  year  in  which  this  Lease terminates, if an Excess is present,
Tenant shall immediately pay to Landlord an amount as calculated pursuant to the
provisions  of this Article 3(d). The provisions of this Section 3(d)(iii) shall
survive  the  expiration  or  earlier  termination  of  the  Term.

          (iv)  If  the Project is a part of a multi-building development, those
Direct  Costs  attributable to such development as a whole (and not attributable
solely to any individual building therein) shall be allocated by Landlord to the
Project  and  to  the  other  buildings  within such development on an equitable
basis.

          Provided that Tenant and its agents do not unreasonably interfere with
Landlord's  work  in  the  Premises,  Landlord  shall allow Tenant access to the
Premises for a consecutive forty-eight (48) hour period, at no charge to Tenant,
for  the  purpose  of  Tenant  installing  furniture  and  equipment  (including
telephones  and  computers)  in  the  Premises,  prior  to the occurrence of the
Commencement Date. Prior to Tenant's entry into the Premises as permitted by the
terms  of  this  Article  3,  Tenant  shall  submit  a schedule to Landlord (and
Landlord's  contractor,  if so requested by Landlord), for their approval, which
schedule  shall  detail  the  timing and purpose of Tenant's entry. Tenant shall
hold  Landlord  harmless from and indemnify, protect and defend Landlord against
any  loss  or  damage  to  the Project or the Premises and against injury to any
persons  caused  by  Tenant's  actions  pursuant  to  this  Article  3.

                                    ARTICLE 4
                                    ---------

                                SECURITY DEPOSIT
                                ----------------

     Tenant shall deposit with Landlord the sum set forth in Article 1.F. of the
Basic  Lease  Provisions  as  security  for the full and faithful performance of
every  provision of this Lease to be performed by Tenant. If Tenant breaches any
provision  of  this  Lease,  including  but  not limited to the payment of rent,
Landlord may use all or any part of this security deposit for the payment of any
rent  or any other sums in default, or to compensate Landlord for any other loss
or  damage  which  Landlord  may  suffer  by  reason of Tenant's default. If any
portion  of  said  deposit  is so used or applied, Tenant shall, within five (5)
days  after  written  demand  therefor,  deposit cash with Landlord in an amount
sufficient  to  restore  the  security deposit to its full amount. Tenant agrees
that  Landlord  shall  not  be  required  to keep the security deposit in trust,
segregate it or keep it separate from Landlord's general funds, but Landlord may
commingle  the  security  deposit with its general funds and Tenant shall not be
entitled  to  interest on such deposit. At the expiration of the Lease Term, and
provided  there  exists  no default by Tenant hereunder, the security deposit or
any  balance  thereof  shall be returned to Tenant (or, at Landlord's option, to
Tenant's  "Transferee,"  as  such  term


                                      -5-
<PAGE>
is  defined  in Article 15 below), provided that subsequent to the expiration of
this  Lease,  Landlord  may  retain  from  said  security  deposit (i) an amount
reasonably  estimated  by Landlord to cover potential Direct Cost reconciliation
payments due with respect to the calendar year in which this Lease terminates or
expires  (such  amount  so  retained shall not, in any event, exceed ten percent
(10%)  of  estimated Direct Cost payments due from Tenant for such calendar year
through  the  date  of  expiration  or earlier termination of this Lease and any
amounts  so retained and not applied to such reconciliation shall be returned to
Tenant  within  thirty  (30) days after Landlord's delivery of the Statement for
such  calendar  year), (ii) any and all amounts reasonably estimated by Landlord
to  cover the anticipated costs to be incurred by Landlord to remove any signage
provided  to Tenant under this Lease, to remove cabling and other items required
to  be  removed  by  Tenant  under Article 29 (b) below and to repair any damage
caused  by such removal (in which case any excess amount so retained by Landlord
shall  be  returned  to  Tenant  within  thirty (30) days after such removal and
repair),  and  (iii)  any  and  all  amounts permitted by law or this Article 4.
Tenant  hereby  waives  the provisions of Section 1950.7 of the California Civil
Code  and all other provisions of law, now or hereafter in effect, which provide
that  Landlord  may  claim  from  a  security deposit only those sums reasonably
necessary  to remedy defaults in the payment of rent, to repair damage caused by
Tenant or to clean the Premises, it being agreed that Landlord may, in addition,
claim  those sums specified in this Article 4 above and/or those sums reasonably
necessary  to  compensate  Landlord for any other loss or damage, foreseeable or
unforeseeable,  caused  by  the  acts  or  omissions  of  Tenant or any officer,
employee,  agent,  contractor  or  invitee  of  Tenant.

                                    ARTICLE 5
                                    ---------

                                  HOLDING OVER
                                  ------------

     Should  Tenant,  without  Landlord's  written  consent,  hold  over  after
termination  of this Lease, Tenant shall become a tenant at sufferance upon each
and  all of the terms herein provided as may be applicable to such a tenancy and
any  such  holding  over shall not constitute an extension of this Lease. During
such holding over, Tenant shall pay in advance, monthly, Basic Rental at a  rate
equal  to  three times the rate in effect for the last month of the Term of this
Lease  or  three  times  Landlord's then asking rate for comparable space in the
Project,  whichever  is  greater,  in addition to, and not in lieu of, all other
payments  required  to  be made by Tenant hereunder including but not limited to
Tenant's  Proportionate Share of any increase in Direct Costs. Nothing contained
in  this Article 5 shall be construed as consent by Landlord to any holding over
of  the Premises by Tenant, and Landlord expressly reserves the right to require
Tenant  to  surrender possession of the Premises to Landlord as provided in this
Lease upon the expiration or earlier termination of the Term. If Tenant fails to
surrender  the Premises upon the expiration or termination of this Lease, Tenant
agrees  to  indemnify,  defend  and hold Landlord harmless from all costs, loss,
expense  or  liability,  including  without  limitation,  claims  made  by  any
succeeding  tenant and real estate brokers claims and attorney's fees and costs.

                                    ARTICLE 6
                                    ---------

                             PERSONAL PROPERTY TAXES
                             -----------------------

     Tenant  shall  pay,  prior  to  delinquency,  all taxes assessed against or
levied  upon  trade  fixtures,  furnishings,  equipment  and  all other personal
property  of Tenant located in the Premises. In the event any or all of Tenant's
trade  fixtures,  furnishings,  equipment  and  other personal property shall be
assessed  and  taxed  with  property of Landlord, or if the cost or value of any
leasehold  improvements  in  the  Premises  exceeds  the  cost  or  value  of  a
Project-standard  buildout  as  determined  by  Landlord  and, as a result, real
property  taxes  for  the  Project  are increased, Tenant shall pay to Landlord,
within ten (10) days after delivery to Tenant by Landlord of a written statement
setting  forth  such  amount,  the  amount  of such taxes applicable to Tenant's
property or above-standard improvements. Tenant shall assume and pay to Landlord
at  the  time Basic Rental next becomes due (or if assessed after the expiration
of  the  Term,  then  within  ten  (10)  days),  any  excise,  sales, use, rent,
occupancy, garage, parking, gross receipts or other taxes (other than net income
taxes)  which  may be imposed on or on account of the letting of the Premises or
the  payment  of  Basic  Rental  or any other sums due or payable hereunder, and
which  Landlord may be required to pay or collect under any law now in effect or
hereafter  enacted.  Tenant  shall  pay directly to the party or entity entitled
thereto  all  business  license fees, gross receipts taxes and similar taxes and
impositions  which  may  from  time  to  time be assessed against or levied upon
Tenant,  as and when the same become due and before delinquency. Notwithstanding
anything  to  the  contrary  contained


                                      -6-
<PAGE>
herein, any sums payable by Tenant under this Article 6 shall not be included in
the  computation  of  "Tax  Costs."

                                    ARTICLE 7
                                    ---------

                                       USE
                                       ---

     Tenant  shall  use  and  occupy  the Premises only for the use set forth in
Article  1.G.  of  the  Basic Lease Provisions and shall not use or occupy the
Premises or permit the same to be used or occupied for any other purpose without
the prior written consent of Landlord, which consent may be given or withheld in
Landlord's  sole and absolute discretion, and Tenant agrees that it will use the
Premises  in  such  a  manner  so  as not to interfere with or infringe upon the
rights  of  other tenants or occupants in the Project. Tenant shall, at its sole
cost  and  expense,  promptly  comply  with  all  laws,  statutes,  ordinances,
governmental  regulations or requirements now in force or which may hereafter be
in  force  relating  to  or affecting (i) the condition, use or occupancy of the
Premises or the Project (excluding structural changes to the Project not related
to  Tenant's particular use of the Premises), and (ii) improvements installed or
constructed  in  the  Premises by or for the benefit of Tenant. Tenant shall not
permit more than six (6) people per one thousand (1,000) rentable square feet of
the  Premises  to occupy the Premises at any time. Tenant shall not do or permit
to  be done anything which would invalidate or increase the cost of any fire and
extended  coverage  insurance  policy  covering  the Project and/or the property
located therein and Tenant shall comply with all rules, orders, regulations  and
requirements  of  any  organization  which  sets  out standards, requirements or
recommendations  commonly  referred to by major fire insurance underwriters, and
Tenant  shall promptly upon demand reimburse Landlord for any additional premium
charges  for  any  such  insurance  policy  assessed  or  increased by reason of
Tenant's  failure  to  comply  with  the  provisions  of  this  Article.

                                    ARTICLE 8
                                    ---------

                              CONDITION OF PREMISES
                              ---------------------

     Tenant  hereby  agrees  that the Premises shall be taken "as is", "with all
faults",  "without  any representations or warranties", and Tenant hereby agrees
and  warrants  that  it  has  investigated  and  inspected  the condition of the
Premises  and  the  suitability  of  same for Tenant's purposes, and Tenant does
hereby waive and disclaim any objection to, cause of action based upon, or claim
that  its  obligations  hereunder  should  be  reduced or limited because of the
condition of the Premises or the Project or the suitability of same for Tenant's
purposes.  Tenant  acknowledges  that  neither  Landlord  nor  any agent nor any
employee  of  Landlord  has made any representations or warranty with respect to
the Premises or the Project or with respect to the suitability of either for the
conduct  of  Tenant's business and Tenant expressly warrants and represents that
Tenant has relied solely on its own investigation and inspection of the Premises
and the Project in its decision to enter into this Lease and let the Premises in
the  above-described  condition.  The  existing  leasehold  improvements  in the
Premises as of the date of this Lease, together with Landlord's work pursuant to
the  first sentence of this Article 8, may be collectively referred to herein as
the  "TENANT IMPROVEMENTS." The Premises shall be initially improved as provided
in,  and  subject  to, the Tenant Work Letter attached hereto as Exhibit "D" and
                                                                 -----------
made  a  part  hereof. The existing leasehold improvements in the Premises as of
the date of this Lease, together with the Improvements (as defined in the Tenant
Work  Letter)  may  be  collectively  referred  to  herein  as  the  "Tenant
Improvements."  The  taking  of  possession  of  the  Premises  by  Tenant shall
conclusively  establish  that  the Premises and the Project were at such time in
satisfactory  condition.  Tenant  hereby waives subsection 1 of Section 1932 and
Sections  1941  and  1942  of  the  Civil  Code  of  California or any successor
provision  of  law.

                                    ARTICLE 9
                                    ---------

                             REPAIRS AND ALTERATIONS
                             -----------------------

     (a)      Landlord's  Obligation.  Landlord  shall  maintain  the structural
              ----------------------
portions  of  the  Project, including the foundation, floor/ceiling slabs, roof,
curtain  wall,  exterior  glass,  columns,  beams,  shafts,  stairs, stairwells,
elevator  cabs  and  common  areas,  and shall also maintain and repair the base
building  mechanical,  electrical,  life safety, plumbing, sprinkler systems and
heating,  ventilating  and  air-conditioning  systems  (provided,  however, that
Landlord's  obligation  with  respect to any such systems shall be to repair and
maintain  those  portions  of  the  systems  located  in  the  core


                                      -7-
<PAGE>
of  the  Project  or in other areas outside of the Premises, but Tenant shall be
responsible  to  repair and maintain any distribution of such systems throughout
the  Premises).

     (b)     Tenant's  Obligation.   Except  as expressly provided as Landlord's
             --------------------
obligation  in  this Article 9, Tenant shall keep the Premises in good condition
and  repair.  All damage or injury to the Premises or the Project resulting from
the  act  or  negligence  of  Tenant, its employees, agents or visitors, guests,
invitees or licensees, or by the use of the Premises, shall be promptly repaired
by  Tenant  at  its  sole  cost  and  expense,  to the satisfaction of Landlord;
provided, however, that for damage to the Project as a result of casualty or for
any  repairs  that  may  impact  the  mechanical, electrical, plumbing, heating,
ventilation  or air-conditioning systems of the Project, Landlord shall have the
right  (but  not  the  obligation) to select the contractor and oversee all such
repairs.  Landlord  may  make  any repairs which are not promptly made by Tenant
after  Tenant's  receipt  of  written  notice  and the reasonable opportunity of
Tenant  to  make  said repair within five (5) business days from receipt of said
written notice, and charge Tenant for the cost thereof, which cost shall be paid
by  Tenant  within  five  (5) days from invoice from Landlord.   Tenant shall be
responsible  for the design and function of all non-standard improvements of the
Premises,  whether  or  not  installed  by  Landlord at Tenant's request. Tenant
waives  all  rights to make repairs at the expense of Landlord, or to deduct the
cost  thereof  from  the  rent.

     (c)     Alterations.  Tenant  shall  make  no  alterations,  installations,
             ------------
changes  or  additions  in  or  to  the  Premises  or the Project (collectively,
"ALTERATIONS")  without  Landlord's  prior  written  consent.  Any  Alterations
approved  by  Landlord  must  be  performed in accordance with the terms hereof,
using only contractors or mechanics approved by Landlord in writing and upon the
approval  by  Landlord  in  writing  of fully detailed and dimensioned plans and
specifications  pertaining  to  the  Alterations in question, to be prepared and
submitted  by Tenant at its sole cost and expense. Tenant shall at its sole cost
and  expense  obtain  all  necessary  approvals  and  permits  pertaining to any
Alterations  approved  by  Landlord.  Tenant  shall  cause all Alterations to be
performed  in  a good and workmanlike manner, in conformance with all applicable
federal,  state, county and municipal laws, rules and regulations, pursuant to a
valid building permit, and in conformance with Landlord's construction rules and
regulations. If Landlord, in approving any Alterations, specifies a commencement
date  therefor,  Tenant  shall  not  commence  any  work  with  respect  to such
Alterations  prior  to such date. Tenant hereby agrees to indemnify, defend, and
hold Landlord free and harmless from all liens and claims of lien, and all other
liability,  claims and demands arising out of any work done or material supplied
to  the  Premises  by  or  at  the  request  of  Tenant  in  connection with any
Alterations.

     (d)     Insurance;  Liens.    Prior to the commencement of any Alterations,
             -----------------
Tenant  shall  provide Landlord with evidence that Tenant carries "Builder's All
Risk"  insurance  in an amount approved by Landlord covering the construction of
such  Alterations,  and such other insurance as Landlord may reasonably require,
it  being  understood  that  all  such  Alterations  shall  be insured by Tenant
pursuant  to  Article  14  of this Lease immediately upon completion thereof. In
addition,  Landlord  may, in its discretion, require Tenant to obtain a lien and
completion  bond  or some alternate form of security satisfactory to Landlord in
an  amount sufficient to ensure the lien free completion of such Alterations and
naming  Landlord  as  a  co-obligee.

     (e)     Costs  and  Fees;  Removal. If permitted Alterations are made, they
             --------------------------
shall  be  made  at  Tenant's  sole cost and expense and shall be and become the
property  of  Landlord,  except  that  Landlord may, by written notice to Tenant
given prior to the end of the Term, require Tenant at Tenant's expense to remove
all  partitions,  counters, railings, cabling and other Alterations installed by
Tenant,  and to repair any damage to the Premises and the Project caused by such
removal. Any and all costs attributable to or related to the applicable building
codes of the city in which the Project is located (or any other authority having
jurisdiction  over  the  Project)  arising  from Tenant's plans, specifications,
improvements,  Alterations or otherwise shall be paid by Tenant at its sole cost
and  expense. With regard to repairs, Alterations or any other work arising from
or  related  to  this  Article  9,  Landlord  shall  be  entitled  to receive an
administrative/coordination  fee (which fee shall vary depending upon whether or
not  Tenant  orders  the  work  directly from Landlord) sufficient to compensate
Landlord for all overhead, general conditions, fees and other costs and expenses
arising  from Landlord's involvement with such work. The construction of initial
improvements  to  the Premises shall be governed by the terms of the Tenant Work
Letter  and  not  the  terms  of  this  Article 9.


                                      -8-
<PAGE>
                                   ARTICLE 10
                                   ----------

                                      LIENS
                                      -----

     Tenant  shall  keep  the  Premises and the Project free from any mechanics'
liens,  vendors  liens  or  any  other  liens arising out of any work performed,
materials  furnished  or  obligations  incurred  by Tenant, and Tenant agrees to
defend,  indemnify  and hold Landlord harmless from and against any such lien or
claim  or  action thereon, together with costs of suit and reasonable attorneys'
fees and costs incurred by Landlord in connection with any such claim or action.
Before  commencing  any  work  of  alteration,  addition  or  improvement to the
Premises,  Tenant  shall  give Landlord at least ten (10) business days' written
notice  of  the  proposed  commencement  of  such  work  (to  afford Landlord an
opportunity  to  post  appropriate  notices of non-responsibility). In the event
that there shall be recorded against the Premises or the Project or the property
of  which  the Premises is a part any claim or lien arising out of any such work
performed,  materials furnished or obligations incurred by Tenant and such claim
or  lien  shall  not  be  removed  or discharged within ten (10) days of filing,
Landlord  shall  have the right but not the obligation to pay and discharge said
lien  without  regard  to  whether  such  lien shall be lawful or correct, or to
require  that Tenant promptly deposit with Landlord in cash, lawful money of the
United  States,  one  hundred  fifty percent (150%) of the amount of such claim,
which  sum  may be retained by Landlord until such claim shall have been removed
of  record  or  until  judgment  shall have been rendered on such claim and such
judgment shall have become final, at which time Landlord shall have the right to
apply  such  deposit  in  discharge of the judgment on said claim and any costs,
including  attorneys'  fees  and costs incurred by Landlord, and shall remit the
balance  thereof  to  Tenant.

                                   ARTICLE 11
                                   ----------

                                PROJECT SERVICES
                                ----------------

     (a)     Basic  Services.  Landlord  agrees to furnish to the Premises, at a
             ---------------
cost  to  be  included  in  Operating Costs, from 8:00 a.m. to 7:00 p.m. Mondays
through  Fridays  and  8:00  a.m. to 2:00 p.m. on Saturdays, excepting local and
national  holidays,  air conditioning and heat all in such reasonable quantities
as  in  the  judgment  of  Landlord  is reasonably necessary for the comfortable
occupancy  of the Premises. In addition, Landlord shall provide electric current
for  normal  lighting  and normal office machines, elevator service and water on
the  same  floor  as  the  Premises  for  lavatory and drinking purposes in such
reasonable quantities as in the judgment of Landlord is reasonably necessary for
general  office use and in compliance with applicable codes.  However,  Tenant's
computer  room  electrical  system  shall  be  separated  from the Premises on a
sub-panel,  and  the  electricity  shall  be  separately metered and paid for by
Tenant. Janitorial and maintenance services shall be furnished five (5) days per
week,  excepting local and national holidays. Tenant shall comply with all rules
and  regulations  which  Landlord  may  establish for the proper functioning and
protection  of  the common area air conditioning, heating, elevator, electrical,
intrabuilding  cabling  and wiring and plumbing systems.   Landlord shall not be
liable  for,  and there shall be no rent abatement as a result of, any stoppage,
reduction  or  interruption  of  any such services caused by governmental rules,
regulations  or ordinances, riot, strike, labor disputes, breakdowns, accidents,
necessary  repairs  or  other  cause.  Except  as  specifically provided in this
Article  11,  Tenant agrees to pay for all utilities and other services utilized
by Tenant and any additional building services furnished to Tenant which are not
uniformly furnished to all tenants of the Project, at the rate generally charged
by  Landlord  to  tenants  of  the  Project  for  such  utilities  or  services.

     (b)     Excess  Usage.  Tenant  will not, without the prior written consent
             -------------
of  Landlord, use  any apparatus or device in the Premises which will in any way
increase  the  amount of electricity or  water usually furnished or supplied for
use  of the Premises as general office space; nor connect any apparatus, machine
or  device  with  water  pipes  or  electric  current  (except  through existing
electrical  outlets  in the Premises), for the purpose of using electric current
or  water.

     (c)     Additional  Electrical  Service.  If  Tenant shall require electric
             -------------------------------
current  in  excess of that which Landlord is obligated to furnish under Article
11(a)  above,  Tenant  shall first obtain the written consent of Landlord, which
Landlord  may refuse in its sole and absolute discretion. Additionally, Landlord
may  cause an electric current meter or submeter to be installed in or about the
Premises  to  measure the amount of any such excess electric current consumed by
Tenant  in  the  Premises.  The  cost  of  any  such  meter and of installation,
maintenance  and repair thereof shall be paid for by Tenant and Tenant agrees to
pay  to Landlord, promptly upon demand therefor by Landlord, for all such excess
electric  current  consumed  by  any  such  use  as  shown  by  said  meter  at


                                      -9-
<PAGE>
the  rates  charged for such service by the city in which the Project is located
or  the  local  public utility, as the case maybe, furnishing the same, plus any
additional  expense  incurred  by  Landlord  in  keeping account of the electric
current  so  consumed.

     (d)     HVAC  Balance.  If any lights, machines or equipment (including but
             -------------
not  limited  to  computers  and computer systems and appurtenances) are used by
Tenant  in  the  Premises  which  materially  affect  the  temperature otherwise
maintained  by  the air conditioning system, or generate substantially more heat
in  the  Premises  than  would  be generated by the building standard lights and
usual  office  equipment, Landlord shall have the right to install any machinery
and  equipment  which Landlord reasonably deems necessary to restore temperature
balance,  including  but  not  limited  to  modifications  to  the  standard air
conditioning equipment, and the cost thereof, including the cost of installation
and  any  additional cost of operation and maintenance occasioned thereby, shall
be  paid  by  Tenant  to  Landlord  upon  demand  by  Landlord.

     (e)     Telecommunications.  Upon  request  from  Tenant from time to time,
             ------------------
Landlord  will  provide  Tenant  with  a listing of telecommunications and media
service  providers  serving  the  Project,  and  Tenant  shall have the right to
contract directly with the providers of its choice. If Tenant wishes to contract
with  or  obtain  service from  any provider  which does not currently serve the
Project or wishes to obtain from an existing carrier services which will require
the installation of additional equipment, such provider must, prior to providing
service,  enter  into  a written agreement with Landlord setting forth the terms
and  conditions of the access to be granted to such provider. In considering the
installation of any new or additional telecommunications cabling or equipment at
the  Project,  Landlord  will  consider all relevant factors in a reasonable and
non-discriminatory  manner,  including,  without  limitation,  the  existing
availability  of  services  at  the  Project,  the  impact  of  the  proposed
installations  upon  the  Project and its operations and the available space and
capacity  for the proposed installations. Landlord may also consider whether the
proposed  service  may  result  in  interference  with  or interruption of other
services at the Project or the business operations of other tenants or occupants
of  the  Project.  In no event shall Landlord be obligated to incur any costs or
liabilities in connection with the installation or delivery of telecommunication
services  or  facilities at the Project. All such installations shall be subject
to Landlord's prior approval and shall be performed in accordance with the terms
of Article 9. If Landlord approves the proposed installations in accordance with
the  foregoing,  Landlord  will deliver its standard form agreement upon request
and will use commercially reasonable efforts to promptly enter into an agreement
on  reasonable  and  non-discriminatory  terms  with  a  qualified, licensed and
reputable  carrier  confirming  the  terms  of  installation  and  operation  of
telecommunications  equipment  consistent  with  the  foregoing.

     (f)     After-Hours  Use.   If  Tenant requires heating, ventilation and/or
             ----------------
air  conditioning  during  times  other than the times provided in Article 11(a)
above,  Tenant  shall  give  Landlord  such  advance  notice  as  Landlord shall
reasonably require and shall pay Landlord's standard charge for such after-hours
use,  which  change  is  currently  Thirty-Five  and  NO/100  ($35.00) per hour.

     (g)     Reasonable Charges. Landlord may impose a reasonable charge for any
             ------------------
utilities  or  services  (other  than  electric current and heating, ventilation
and/or air conditioning which shall be governed by Articles 11(c) and (f) above)
utilized  by  Tenant  in  excess  of the amount or type that Landlord reasonably
determines  is  typical  for  general  office  use.

     (h)     24-Hour  Access.  Subject  to  Landlord's security requirements and
             ---------------
Articles  16  and 18 below, Tenant shall have access to the Premises twenty-four
(24) hours per day, seven (7) days per week throughout the Lease Term.


                                   ARTICLE 12
                                   ----------

                               RIGHTS OF LANDLORD
                               ------------------

     (a)      Right  of  Entry.  Landlord and its agents shall have the right to
              ----------------
enter  the  Premises  at  all  reasonable  times for the purpose of cleaning the
Premises,  examining  or  inspecting  the  same,  serving or posting and keeping
posted thereon notices as provided by law, or which Landlord deems necessary for
the  protection  of  Landlord  or  the  Project, showing the same to prospective
tenants,  lenders or purchasers of the Project, in the case of an emergency, and
for  making such alterations, repairs, improvements or additions to the Premises
or  to  the  Project  as  Landlord  may  deem


                                      -10-
<PAGE>
necessary  or  desirable.  If Tenant shall not be personally present to open and
permit  an entry into the Premises at any time when such an entry by Landlord is
necessary  or  permitted hereunder, Landlord may enter by means of a master key,
or  may  forcibly  enter  in  the  case  of  an emergency, in each event without
liability  to  Tenant  and  without  affecting  this  Lease.

     (b)     Maintenance  Work.   Landlord reserves the right from time to time,
             -----------------
but subject to payment by and/or reimbursement from Tenant as otherwise provided
herein: (i) to install, use, maintain, repair, replace, relocate and control for
service  to  the  Premises  and/or  other  parts  of  the  Project pipes, ducts,
conduits,  wires, cabling, appurtenant fixtures, equipment spaces and mechanical
systems,  wherever  located in the Premises or the Project, (ii) to alter, close
or  relocate  any  facility  in  the  Premises  or the common areas or otherwise
conduct  any of the above activities for the purpose of complying with a general
plan for fire/life safety for the Project or otherwise, and (iii) to comply with
any  federal,  state  or  local  law,  rule  or order. Landlord shall attempt to
perform  any  such  work with the least inconvenience to Tenant as is reasonably
practicable,  but  in  no  event shall Tenant be permitted to withhold or reduce
Basic  Rental or other charges due hereunder as a result of same, make any claim
for  constructive  eviction  or  otherwise  make  any claim against Landlord for
interruption  or  interference  with  Tenant's  business  and/or  operations.

     (c)     Rooftop.   If  Tenant desires to use the rooftop of the Project for
             -------
any  purpose,  including  the installation of communication equipment to be used
from the Premises, such rights will be granted in Landlord's sole discretion and
Tenant  must  negotiate  the  terms  of  any rooftop access with Landlord or the
rooftop  management company or lessee holding rights to the rooftop from time to
time.   Any  rooftop  access  granted  to Tenant will be at prevailing rates and
will be governed by the terms of a separate written agreement or an amendment to
this  Lease.

                                   ARTICLE 13
                                   ----------

                 INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY
                 -----------------------------------------------

     (a)     Indemnity.    Tenant  shall indemnify, defend and hold Landlord and
             ---------
Landlord's  partners,  members,  affiliates,  agents,  directors,  employees and
contractors  (collectively, "LANDLORD PARTIES") harmless from any and all claims
arising  from  Tenant's  use  of  the Premises or the Project including Tenant's
Signage  rights  set  forth in Article 32 or from the conduct of its business or
from any activity, work or thing which may be permitted or suffered by Tenant in
or  about  the  Premises  or the Project and shall further indemnify, defend and
hold  Landlord  and  the  Landlord Parties harmless from and against any and all
claims  arising  from any breach or default in the performance of any obligation
on Tenant's part to be performed under this Lease or arising from any negligence
or  willful misconduct of Tenant or any of its agents, contractors, employees or
invitees, patrons, customers or members in or about the Project and from any and
all  costs,  attorneys' fees and costs, expenses and liabilities incurred in the
defense  of  any  claim  or  any action or proceeding brought thereon, including
negotiations  in  connection therewith. Tenant hereby assumes all risk of damage
to  property  or  injury to persons in or about the Premises from any cause, and
Tenant  hereby  waives  all  claims  in respect thereof against Landlord and the
Landlord  Parties,  excepting  where  the  damage  is caused solely by the gross
negligence  or  willful  misconduct  of  Landlord  or  the  Landlord  Parties.

     (b)     Exemption  of  Landlord  from  Liability. Landlord and the Landlord
             ----------------------------------------
Parties  shall  not be liable for injury to Tenant's business, or loss of income
therefrom, however occurring (including, without limitation, from any failure or
interruption  of services or utilities), or, except in connection with damage or
injury  resulting from the gross negligence or willful misconduct of Landlord or
the  Landlord  Parties,  for  damage that may be sustained by the person, goods,
wares,  merchandise  or  property of Tenant, its employees, invitees, customers,
agents,  or  contractors,  or  any  other  person  in,  on or about the Premises
directly  or  indirectly  caused  by  or  resulting  from  any cause whatsoever,
including,  but  not  limited  to, fire, steam, electricity, gas, water, or rain
which  may  leak  or  flow  from  or  into any part of the Premises, or from the
breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances,  plumbing,  air  conditioning,  light  fixtures,  or  mechanical  or
electrical systems, or from intrabuilding cabling or wiring, whether such damage
or  injury  results  from  conditions  arising  upon  the Premises or upon other
portions  of  the  Project  or  from  other  sources or places and regardless of
whether the cause of such damage or injury or the means of repairing the same is
inaccessible to Tenant. Landlord and the Landlord Parties shall not be liable to
Tenant  for any damages arising from any willful or negligent action or inaction
of  any  other  tenant  of  the  Project.


                                      -11-
<PAGE>
     (c)      Security.  Tenant acknowledges that Landlord's election whether or
              --------
not  to  provide  any  type  of  mechanical  surveillance  or security personnel
whatsoever  in  the Project is solely within Landlord's discretion; Landlord and
the  Landlord  Parties shall have no liability in connection with the provision,
or  lack,  of  such  services, and Tenant hereby agrees to hold Landlord and the
Landlord  Parties harmless with regard to any such potential claim. Landlord and
the  Landlord Parties shall not be liable for losses due to theft, vandalism, or
like  causes. Tenant shall defend, indemnify, and hold Landlord and the Landlord
Parties  harmless  from any such claims made by any employee, licensee, invitee,
contractor, agent or other person whose presence in, on or about the Premises or
the  Project  is  attendant  to  the  business  of  Tenant.

                                   ARTICLE 14
                                   ----------

                                    INSURANCE
                                    ---------

     (a)      Tenant's Insurance.  Tenant, shall at all times during the Term of
              ------------------
this  Lease,  and at its own cost and expense, procure and continue in force the
following  insurance  coverage:   (i)  Commercial  General  Liability Insurance,
written  on  an occurrence basis, with a combined single limit for bodily injury
and  property  damages  of  not  less  than Two Million Dollars ($2,000,000) per
occurrence  and  Three  Million  Dollars  ($3,000,000)  in the annual aggregate,
including  products  liability  coverage  if  applicable, owners and contractors
protective  coverage,  blanket  contractual  coverage  including  both  oral and
written  contracts,  and  personal  injury  coverage,  covering  the  insuring
provisions  of  this  Lease  and  the performance of Tenant of the indemnity and
exemption  of Landlord from liability agreements set forth in Article 13 hereof;
(ii)  a policy of standard fire, extended coverage and special extended coverage
insurance (all risks), including a vandalism and malicious mischief endorsement,
sprinkler leakage coverage and earthquake sprinkler leakage where sprinklers are
provided  in an amount equal to the full replacement value new without deduction
for depreciation of all (A) Tenant Improvements, Alterations, fixtures and other
improvements  in  the  Premises,  including  but  not limited to all mechanical,
plumbing,  heating, ventilating, air conditioning, electrical, telecommunication
and  other equipment, systems and facilities, and (B) trade fixtures, furniture,
equipment  and other personal property installed by or at the expense of Tenant;
(iii)  Worker's  Compensation  coverage  as  required  by law; and (iv) business
interruption, loss of income and extra expense insurance covering any failure or
interruption  of  Tenant's  business  equipment  {including, without limitation,
telecommunications  equipment)  and  covering  all  other  perils,  failures  or
interruptions  sufficient  to  cover  a  period of interruption of not less than
twelve  (12)  months.   Tenant  shall carry and maintain during the entire Lease
Term  (including  any  option periods, if applicable), at Tenant's sole cost and
expense,  increased  amounts  of  the insurance required to be carried by Tenant
pursuant  to  this  Article  14  and  such  other  reasonable types of insurance
coverage  and  in  such  reasonable  amounts  covering the Premises and Tenant's
operations  therein,  as  may  be  reasonably  required  by  Landlord.

     (b)     Form  of  Policies.   The aforementioned minimum limits of policies
             ------------------
and  Tenant's  procurement  and  maintenance thereof shall in no event limit the
liability of Tenant hereunder. The Commercial General Liability Insurance policy
shall  name Landlord, Landlord's property manager, Landlord's lender(s) and such
other  persons  or  firms as Landlord specifies from time to time, as additional
insureds  with  an  appropriate endorsement to the policy(s). All such insurance
policies  carried  by Tenant shall be with companies having a rating of not less
than  A-VIII  in  Best's Insurance Guide. Tenant shall furnish to Landlord, from
the  insurance  companies,  or  cause  the  insurance  companies  to  furnish,
certificates  of  coverage.  No  such  policy  shall be cancelable or subject to
reduction  of coverage or other modification or cancellation except after thirty
(30)  days  prior  written  notice to Landlord by the insurer. All such policies
shall  be  endorsed  to  agree  that  Tenant's  policy  is  primary and that any
insurance  carried  by  Landlord  is excess and not contributing with any Tenant
insurance  requirement  hereunder. Tenant shall, at least twenty (20) days prior
to  the  expiration of such policies, furnish Landlord with renewals or binders.
Tenant  agrees  that  if Tenant does not take out and maintain such insurance or
furnish  Landlord  with  renewals  or  binders,  Landlord  may (but shall not be
required  to)  procure  said  insurance on Tenant's behalf and charge Tenant the
cost  thereof, which amount shall be payable by Tenant upon demand with interest
(at  the  rate  set  forth  in  Section 20(e) below) from the date such sums are
extended.  Tenant  shall  have  the  right  to  provide  such insurance coverage
pursuant  to blanket policies obtained by Tenant, provided such blanket policies
expressly  afford  coverage  to  the  Premises and to Tenant as required by this
Lease.

     (c)     Landlord's  Insurance.   Landlord  may, as a cost to be included in
             ---------------------
Operating  Costs,  procure  and  maintain  at  all times during the Term of this
Lease,  a  policy  or  policies  of  insurance


                                      -12-
<PAGE>
covering  loss  or  damage  to the Project in the amount of the full replacement
costs  without  deduction for depreciation thereof, providing protection against
all  perils  included  within  the classification of fire and extended coverage,
vandalism  coverage and malicious mischief, sprinkler leakage, water damage, and
special extended coverage on the building. Additionally, Landlord may carry: (i)
Bodily  Injury  and  Property Damage Liability Insurance and/or Excess Liability
Coverage Insurance; and (ii) Earthquake and/or Flood Damage Insurance; and (iii)
Rental Income Insurance; and (iv) any other forms of insurance Landlord may deem
appropriate  or  any  lender  may require. The costs of all insurance carried by
Landlord  shall  be  included  in  Operating  Costs.

     (d)     Waiver  of  Subrogation.  Landlord and Tenant each agree to require
             -----------------------
their respective insurers issuing the insurance described in Sections 14(a)(ii),
14(a)(iv)  and  the  first  sentence  of  Section  14(c),  waive  any  rights of
subrogation  that such companies may have against the other party. Tenant hereby
waives  any  right  that  Tenant  may  have against Landlord and Landlord hereby
waives  any  right that Landlord may have against Tenant as a result of any loss
or  damage  to  the extent such loss or damage is insurable under such policies.

     (e)     Compliance  with  Law. Tenant agrees that it will not, at any time,
             ---------------------
during  the  Term  of  this Lease, carry any stock of goods or do anything in or
about  the  Premises  that  will in any way tend to increase the insurance rates
upon the Project. Tenant agrees to pay Landlord forthwith upon demand the amount
of any increase in premiums for insurance that may be carried during the Term of
this  Lease, or the amount of insurance to be carried by Landlord on the Project
resulting  from  the  foregoing,  or  from  Tenant doing any act in or about the
Premises  that  does  so  increase  the insurance rates, whether or not Landlord
shall have consented to such act on the part of Tenant.  If Tenant installs upon
the  Premises  any  electrical  equipment which causes an overload of electrical
lines  of  the Premises, Tenant shall at its own cost and expense, in accordance
with all other Lease provisions (specifically including, but not limited to, the
provisions  of Article 9, 10 and 11 hereof), make whatever changes are necessary
to  comply  with requirements of the insurance underwriters and any governmental
authority  having  jurisdiction thereover, but nothing herein contained shall be
deemed  to constitute Landlord's consent to such overloading.   Tenant shall, at
its  own  expense,  comply  with  all  insurance  requirements applicable to the
Premises including without limitation, the installation of fire extinguishers or
an  automatic  dry  chemical  extinguishing  system.

                                   ARTICLE 15
                                   ----------

                            ASSIGNMENT ANP SUBLETTING
                            -------------------------

     Tenant  shall  have  no  power  to,  either  voluntarily, involuntarily, by
operation of law or otherwise, sell, assign, transfer or hypothecate this Lease,
or  sublet  the Premises or any part thereof, or permit the Premises or any part
thereof to be used or occupied by anyone other than Tenant or Tenant's employees
without  the  prior  written  consent  of  Landlord,  which consent shall not be
unreasonably  withheld.  If Tenant is a corporation, unincorporated association,
partnership  or  limited  liability  company,  the sale, assignment, transfer or
hypothecation  of  any  class  of  stock  or  other  ownership  interest in such
corporation,  association, partnership or limited liability company in excess of
twenty-five  percent  (25%) in the aggregate shall be deemed a "Transfer" within
the  meaning and provisions of this Article 15. Tenant may transfer its interest
pursuant  to  this  Lease  only  upon  the  following  express conditions, which
conditions  are  agreed  by  Landlord  and  Tenant  to  be  reasonable:

     (a)      That  the  proposed  "Transferee"  (as hereafter defined) shall be
subject  to  the  prior  written  consent of Landlord, which consent will not be
unreasonably  withheld but, without limiting the generality of the foregoing, it
shall be reasonable for Landlord to deny such consent if:

          (i)  The  use to be made of the Premises by the proposed Transferee is
(a)  not  generally  consistent  with  the  character  and  nature  of all other
tenancies  in  the  Project,  or  (b)  a  use which conflicts with any so-called
"exclusive"  then to favor of, or for any use which might reasonably be expected
to  diminish the rent payable pursuant to any percentage rent lease with another
tenant  of  the  Project or any other buildings which are in the same complex as
the Project, or (c) a use which would be prohibited by any other portion of this
Lease  (including  but not limited to any Rules and Regulations then in effect);

          (ii)  The  financial  responsibility of the proposed Transferee is not
reasonably  satisfactory to Landlord or in any event not at least equal to those
which  were  possessed  by  Tenant  as  of  the date of execution of this Lease;


                                      -13-
<PAGE>
          (iii)  The  proposed  Transferee  is  either  a governmental agency or
instrumentality  thereof;

          (iv)  Either  the  proposed  Transferee  or any person or entity which
directly  or  indirectly  controls,  is controlled by or is under common control
with  the  proposed  Transferee (A) occupies space in the Project at the time of
the  request  for consent, or (B) is negotiating with Landlord or has negotiated
with  Landlord during the six (6) month period immediately preceding the date of
the  proposed  Transfer,  to  lease  space  in  the  Project;  or

          (v)  The  rent charged by Tenant to such Transferee during the term of
such  Transfer, calculated using a present value analysis, is less than the rent
being  quoted  by  Landlord at the time of such Transfer for comparable space in
the  Project  for  a comparable term, calculated using a present value analysis.

     (b)     Upon Tenant's submission of a request for Landlord's consent to any
such  Transfer, Tenant shall pay to Landlord Landlord's then standard processing
fee  and  reasonable  attorneys'  fees and costs incurred in connection with the
proposed  Transfer,  which  the parties hereby stipulate to be $3,000.00, unless
Landlord provides to Tenant evidence that Landlord has incurred greater costs in
connection  with  the  proposed  Transfer;

     (c)      That  the  proposed Transferee shall execute an agreement pursuant
to  which it shall agree to perform faithfully and be bound by all of the terms,
covenants,  conditions,  provisions  and  agreements of this Lease applicable to
that  portion  of  the  Premises  so  transferred;  and

     (d)     That  an  executed  duplicate  original  of  said  assignment  and
assumption  agreement  or  other  transfer  on  a  form  reasonably  approved by
Landlord,  shall  be  delivered  to  Landlord  within  five  (5)  days after the
execution  thereof,  and  that  such transfer shall not be binding upon Landlord
until  the  delivery  thereof  to  Landlord  and  the  execution and delivery of
Landlord's consent thereto. It shall be a condition to Landlord's consent to any
subleasing,  assignment or other transfer of part or all of Tenant's interest in
the  Premises  {a  "TRANSFER") that (i) upon Landlord's consent to any Transfer,
Tenant  shall  pay  and  continue  to  pay  fifty percent (50%) of any "Transfer
Premium"  (defined  below),  received  by  Tenant  from the transferee; (ii) any
sublessee  of  part or all of Tenant's interest in the Premises shall agree that
in  the  event  Landlord  gives  such sublessee notice that Tenant is in default
under  this  Lease,  such  sublessee shall thereafter make all sublease or other
payments  directly  to  Landlord, which will be received by Landlord without any
liability  whether  to  honor  the  sublease or otherwise (except to credit such
payments  against  sums  due under this Lease), and any sublessee shall agree to
attorn  to  Landlord  or its successors and assigns at their request should this
Lease  be  terminated  for any reason, except that in no event shall Landlord or
its successors or assigns be obligated to accept such attornment; (iii) any such
Transfer  and consent shall be effected on forms supplied by Landlord and/or its
legal  counsel;  (iv)  Landlord  may  require that Tenant not then be in default
hereunder  in  any respect; and (v) Tenant or the proposed subtenant or assignee
(collectively,  "TRANSFEREE")  shall  agree  to  pay  Landlord,  upon demand, as
Additional  Rent,  a  sum  equal  to  the  additional costs, if any, incurred by
Landlord  for  maintenance and repair as a result of any change in the nature of
occupancy  caused  by  such subletting or assignment.   "TRANSFER PREMIUM" shall
mean all rent, Additional Rent or other consideration payable by a Transferee in
connection  with  a  Transfer  in  excess  of  the Basic Rental and Direct Costs
payable  by  Tenant under this Lease during the term of the Transfer and if such
Transfer  is  for  less  than all of the Premises, the Transfer Premium shall be
calculated  on  a  rentable  square  foot  basis.  "Transfer Premium" shall also
include,  but  not  be  limited  to,  key  money,  bonus  money  or  other  cash
consideration  paid  by a Transferee to Tenant in connection with such Transfer,
and  any  payment in excess of fair market value for services rendered by Tenant
to  the  Transferee  and  any payment in excess of fair market value for assets,
fixtures,  inventory,  equipment,  or  furniture  transferred  by  Tenant to the
Transferee  in connection with such Transfer.   Any Transfer of this Lease which
is not in compliance with the provisions of this Article 15 shall be voidable by
written  notice  from  Landlord  and shall, at the option of Landlord, terminate
this  Lease.  In  no  event  shall  the  consent  by Landlord to any Transfer be
construed  as  relieving  Tenant  or  any  Transferee from obtaining the express
written consent of Landlord to any further Transfer, or as releasing Tenant from
any  liability  or  obligation  hereunder whether or not then accrued and Tenant
shall continue to be fully liable therefor.  No collection or acceptance of rent
by  Landlord  from  any person other than Tenant shall be deemed a waiver of any
provision of this Article 15 or the acceptance of any Transferee hereunder, or a
release  of Tenant (or of any Transferee of Tenant). Notwithstanding anything to
the  contrary  in  this  Lease, if Tenant or any proposed Transferee claims that
Landlord  has unreasonably withheld or delayed its consent under this Article 15
or  otherwise  has  breached  or


                                      -14-
<PAGE>
acted  unreasonably  under  this  Article  15,  their  sole  remedies shall be a
declaratory  judgment  and  an  injunction  for  the  relief  sought without any
monetary  damages,  and  Tenant  hereby  waives  all  other remedies, including,
without  limitation,  any right at law or equity to terminate this Lease, on its
own  behalf and, to the extent permitted under all applicable laws, on behalf of
the  proposed  Transferee.

     Notwithstanding  anything  to  the  contrary  contained in this Article 15,
Landlord shall have the option, by giving written notice to Tenant within thirty
(30)  days  after  Landlord's  receipt  of  a  request for consent to a proposed
Transfer,  to terminate this Lease as to the portion of the Premises that is the
subject of the proposed Transfer. If this Lease is so terminated with respect to
less than the entire Premises, the Basic Rental and Tenant's Proportionate Share
shall be prorated based on the number of rentable square feet retained by Tenant
as  compared to the total number of rentable square feet previously contained in
the  Premises,  and  this  Lease as so amended shall continue thereafter in full
force  and  effect,  and  upon  the  request  of either party, the parties shall
execute  written  confirmation  of  the  same.

     It  is  acknowledged  by  Landlord,  that  Tenant has advised Landlord that
Tenant  is  a  debtor in a Chapter 11 reorganization and that it is contemplated
that pursuant to a plan of reorganization, the hearing on confirmation being set
for  December 21, 2001,  that  on  or  about  the first week of January 2002, or
shortly  thereafter,  all  property, including Tenant's rights under this Lease,
that  be  assigned  to Performance Capital Management, LLC ("PCMLLC"), a limited
liability  company  to  be  formed  pursuant  to said plan of reorganization. By
reason  thereof and notwithstanding anything to the contrary in this Article 15,
including  such  rights  as  Landlord may have to terminate this Lease upon some
other  assignment  of  transfer, Tenant shall be and is authorized to assign its
rights  hereunder  to  PCMLLC  without further request or consent from Landlord.
Within  fifteen  (15)  days  of the transfer of the property of Tenant to PCMLLC
taking  place,  PCMLLC  shall  provide  to  Landlord  notice of the date of such
transfer.  Upon  such  transfer,  James  J.  Joseph  and  Performance  Capital
Management,  Inc.  shall be relieved of any and all liabilities under this Lease
arising  from and after the transfer date. Furthermore, PCMLLC, for the purposes
of  Articles  31  and  32,  shall  be  considered  the  "Original  Tenant".

                                   ARTICLE 16
                                   ----------

                              DAMAGE OR DESTRUCTION
                              ---------------------

     If  the  Project  is  damaged  by  fire  or  other insured casualty and the
insurance proceeds have been made available therefor by the holder or holders of
any mortgages or deeds of trust covering the Premises or the Project, the damage
shall  be  repaired  by  Landlord  to  the  extent  such  insurance proceeds are
available therefor and provided such repairs can, in Landlord's sole opinion, be
completed  within two hundred seventy (270) days after the necessity for repairs
as  a  result  of  such damage becomes known to Landlord, without the payment of
overtime  or  other premiums, and until such repairs are completed rent shall be
abated  in proportion to the part of the Premises which is unusable by Tenant in
the  conduct  of its business (but there shall be no abatement of rent by reason
of  any portion of the Premises being unusable for a period equal to one (1) day
or  less).  However, if the damage is due to the fault or neglect of Tenant, its
employees, agents, contractors, guests, invitees and the like, there shall be no
abatement  of  rent,  unless  and  to the extent Landlord receives rental income
insurance  proceeds.  Upon  the occurrence of any damage to the Premises, Tenant
shall  assign to Landlord (or to any party designated by Landlord) all insurance
proceeds  payable to Tenant under Section 14(a)(ii)(A) above; provided, however,
that  if  the  cost  of  repair  of improvements within the Premises by Landlord
exceeds  the  amount  of  insurance  proceeds received by Landlord from Tenant's
insurance  carrier, as so assigned by Tenant, such excess costs shall be paid by
Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot,
in  Landlord's opinion, be completed within two hundred seventy (270) days after
the  necessity  for repairs as a result of such damage becomes known to Landlord
without  the payment of overtime or other premiums, Landlord may, at its option,
either  (i)  make such repairs in a reasonable time and in such event this Lease
shall  continue in effect and the rent shall be abated, if at all, in the manner
provided  in  this  Article  16,  or  (ii)  elect not to effect such repairs and
instead terminate this Lease, by notifying Tenant in writing of such termination
within  sixty  (60) days after Landlord learns of the necessity for repairs as a
result  of damage, such notice to include a termination date giving Tenant sixty
(60)  days  to vacate the Premises. In addition, Landlord may elect to terminate
this  Lease  if the Project shall be damaged by fire or other casualty or cause,
whether  or  not  the Premises are affected, if the damage is not fully covered,
except for deductible amounts, by Landlord's insurance policies. Finally, if the
Premises  or  the  Project  is  damaged  to  any  substantial  extent


                                      -15-
<PAGE>
during  the  last  twelve (12) months of the Term, then notwithstanding anything
contained  in this Article 16 to the contrary, Landlord shall have the option to
terminate  this Lease by giving written notice to Tenant of the exercise of such
option within sixty (60) days after Landlord learns of the necessity for repairs
as  the  result  of  such  damage.  A  total  destruction  of  the Project shall
automatically terminate this Lease. Except as provided in this Article 16, there
shall  be  no  abatement  of rent and no liability of Landlord by  reason of any
injury  to  or interference with Tenant's business or property arising from such
damage  or destruction or the making of any repairs, alterations or improvements
in  or  to  any  portion  of  the  Project or the Premises or in or to fixtures,
appurtenances  and  equipment therein. Tenant understands that Landlord will not
carry  insurance  of any kind on Tenant's furniture, furnishings, trade fixtures
or  equipment,  and  that  Landlord  shall not be obligated to repair any damage
thereto or replace the same. Tenant acknowledges that Tenant shall have no right
to  any  proceeds  of insurance carried by Landlord relating to property damage.
With  respect  to  any damage which Landlord is obligated to repair or elects to
repair,  Tenant,  as a material inducement to Landlord entering into this Lease,
irrevocably waives and releases its rights under the provisions of Sections 1932
and  1933  of  the  California  Civil  Code.

                                   ARTICLE 17
                                   ----------

                                  SUBORDINATION
                                  -------------

     This  Lease  is subject and subordinate to all ground or underlying leases,
mortgages and deeds of trust which affect the property or the Project, including
all  renewals,  modifications,  consolidations,  replacements  and  extensions
thereof;  provided, however, if the lessor under any such lease or the holder or
holders  of  any  such mortgage or deed of trust shall advise Landlord that they
desire  or  require  this  Lease  to be prior and superior thereto, upon written
request  of  Landlord  to Tenant, Tenant agrees to promptly execute, acknowledge
and  deliver any and all documents or instruments which Landlord or such lessor,
holder  or  holders  deem  necessary or desirable for purposes thereof. Landlord
shall have the right to cause this Lease to be and become and remain subject and
subordinate  to  any  and all ground or underlying leases, mortgages or deeds of
trust  which may hereafter be executed covering the Premises, the Project or the
property  or  any  renewals,  modifications,  consolidations,  replacements  or
extensions  thereof,  for  the  full  amount  of all advances made or to be made
thereunder  and  without  regard  to  the  time  or  character of such advances,
together  with  interest  thereon  and  subject  to all the terms and provisions
thereof; provided, however, that Landlord obtains from the lender or other party
in  question  a  written  undertaking in favor of Tenant to the effect that such
lender  or  other party will not disturb Tenant's right of possession under this
Lease if Tenant is not then or thereafter in breach of any covenant or provision
of  this  Lease.  Tenant  agrees,  within ten (10) days after Landlord's written
request  therefor,  to execute, acknowledge and deliver upon request any and all
documents  or instruments requested by Landlord or necessary or proper to assure
the  subordination  of  this  Lease  to  any  such  mortgages, deed of trust, or
leasehold  estates.  Tenant agrees that in the event any proceedings are brought
for  the  foreclosure  of  any  mortgage  or  deed  of trust or any deed in lieu
thereof,  to  attorn  to  the  purchaser or any successors thereto upon any such
foreclosure  sale  or  deed  in  lieu  thereof  as so requested to do so by such
purchaser and to recognize such purchaser as the lessor under this Lease; Tenant
shall,  within  five  (5) days after request execute such further instruments or
assurances  as  such  purchaser  may  reasonably  deem  necessary to evidence or
confirm  such  attornment.  Tenant  agrees  to  provide copies of any notices of
Landlord's  default  under  this  Lease  to  any  mortgagee  or  deed  of  trust
beneficiary  whose  address has been provided to Tenant and Tenant shall provide
such mortgagee or deed of trust beneficiary a commercially reasonable time after
receipt  of such notice within which to cure any such default. Tenant waives the
provisions  of  any  current  or  future  statute, rule or law which may give or
purport to give Tenant any right or election to terminate or otherwise adversely
affect  this  Lease  and the obligations of the Tenant hereunder in the event of
any  foreclosure  proceeding  or  sale.

                                   ARTICLE 18
                                   ----------

                                 EMINENT DOMAIN
                                 --------------

     If the whole of the Premises or the Project or so much thereof as to render
the  balance unusable by Tenant shall be taken under power of eminent domain, or
is sold, transferred or conveyed in lieu thereof, this Lease shall automatically
terminate  as  of the date of such condemnation, or as of the date possession is
taken  by  the  condemning  authority,  at  Landlord's  option. No award for any
partial  or  entire  taking  shall  be apportioned, and Tenant hereby assigns to
Landlord  any  award  which may be made in such taking or condemnation, together
with  any  and  all


                                      -16-
<PAGE>
rights of Tenant now or hereafter arising in or to the same or any part thereof;
provided,  however,  that  nothing  contained  herein  shall  be  deemed to give
Landlord  any  interest  in or to require Tenant to assign to Landlord any award
made  to Tenant for the taking of personal property and trade fixtures belonging
to  Tenant  and  removable  by  Tenant  at  the expiration of the Term hereof as
provided  hereunder or for the interruption of, or damage to, Tenant's business.
In  the  event  of  a  partial  taking  described  in  this  Article  18,  or  a
sale, transfer  or  conveyance  in  lieu  thereof,  which  does  not result in a
termination  of this Lease, the rent shall be apportioned according to the ratio
that  the  part  of  the Premises remaining useable by Tenant bears to the total
area of the Premises. Tenant hereby waives any and all rights it might otherwise
have  pursuant  to  Section  1265.130 of the California Code of Civil Procedure.

                                   ARTICLE 19
                                   ----------

                                     DEFAULT
                                     -------

     Each  of  the  following acts or omissions of Tenant or of any guarantor of
Tenant's  performance  hereunder,  or occurrences, shall constitute an "EVENT OF
DEFAULT":

     (a)     Failure  or  refusal  to  pay  Basic Rental, Additional Rent or any
other  amount  to  be  paid  by  Tenant  to  Landlord hereunder within three (3)
calendar days after notice that the same is due or payable hereunder, said three
(3)  day  period  shall  be  in  lieu  of,  and  not  in addition to, the notice
requirements  of  Section  1161 of the California Code of Civil Procedure or any
similar  or  successor  law;

     (b)     Except  where  a  specific  time  period is otherwise set forth for
Tenant's  performance  in  this  Lease, in which event the failure to perform by
Tenant  within such time period shall be a default under this Article 19(b), and
except  as set forth in items (a) above and (c) through and including (g) below,
failure  to  perform or observe any other covenant or condition of this Lease to
be  performed  or  observed  within thirty (30) days following written notice to
Tenant of such failure. Such thirty (30) day notice shall be in lieu of, and not
in  addition to, any required under Section 1161 of the California Code of Civil
Procedure  or  any  similar  or  successor  law;

     (c)     Abandonment  or  vacating or failure to accept tender of possession
of  the  Premises  or  any  significant  portion  thereof;

     (d)     The taking in execution or by similar process or law (other than by
eminent  domain)  of  the  estate  hereby  created;

     (e)     Intentionally  Omitted.  (f)   Tenant's  failure  to  cause  to  be
released  any  mechanics  liens filed against the Premises or the Project within
twenty  (20)  days after the date the same shall have been filed or recorded; or

     (g)     Tenant's  failure to observe or perform according to the provisions
of Articles 7, 17 or 25 within two (2) business days after notice from Landlord.

     All  defaults by Tenant of any covenant or condition of this Lease shall be
deemed  by  the  parties  hereto  to  be  material.

                                   ARTICLE 20
                                   ----------

                                    REMEDIES
                                    --------

     (a)      Upon  the  occurrence  of  an Event of Default under this Lease as
provided  in Article 19 hereof, Landlord may exercise all of its remedies as may
be permitted by law, including but not limited to the remedy provided by Section
1951.4  of  the  California  Civil  Code,  and  including  without  limitation,
terminating  this  Lease,  reentering  the Premises and removing all persons and
property  therefrom,  which property may be stored by Landlord at a warehouse or
elsewhere at the risk, expense and for the account of Tenant. If Landlord elects
to  terminate  this Lease, Landlord shall be entitled to recover from Tenant the
aggregate  of all amounts permitted by law, including but not limited to (i) the
worth  at  the  time  of  award  of the amount of any unpaid rent which had been
earned at the time of such termination; plus (ii) the worth at the time of award
of  the  amount  by  which  the  unpaid  rent which would have been earned after
termination  until the time of award exceeds the amount of such rental loss that
Tenant  proves  could  have been reasonably avoided; plus (iii) the worth at the
time  of  award  of  the  amount  by  which  the  unpaid  rent  for  the


                                      -17-
<PAGE>
balance  of  the  Lease  Term after the time of award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided; plus (iv) any
other  amount necessary to compensate Landlord for all the detriment proximately
caused  by Tenant's failure to perform its obligations under this Lease or which
in  the  ordinary  course  of  things  would  be  likely  to  result  therefrom,
specifically  including  but  not  limited  to,  tenant  improvement  expenses,
brokerage  commissions and advertising expenses incurred, expenses of remodeling
the  Premises or any portion thereof for a new tenant, whether for the same or a
different  use, and any special concessions made to obtain a new tenant; and (v)
at  Landlord's  election,  such  other  amounts in addition to or in lieu of the
foregoing  as  may  be  permitted  from time to time by applicable law. The term
"rent"  as used in this Article 20(a) shall be deemed to be and to mean all sums
of  every  nature  required  to  be paid by Tenant pursuant to the terms of this
Lease,  whether  to Landlord or to others. As used in items (i) and (ii), above,
the  "worth  at the time of award" shall be computed by allowing interest at the
rate  set  forth  in  item  (e),  below, but in no case greater than the maximum
amount  of  such  interest  permitted  by law. As used in item (iii), above, the
"worth at the time of award" shall be computed by discounting such amount at the
discount  rate of the Federal Reserve Bank of San Francisco at the time of award
plus  one  percent  (1%).

     (b)     Nothing  in  this  Article  20 shall be deemed to affect Landlord's
right  to  indemnification  for  liability  or  liabilities arising prior to the
termination  of  this  Lease  for personal injuries or property damage under the
indemnification  clause  or  clauses  contained  in  this  Lease.

     (c)     Notwithstanding  anything  to  the  contrary  set  forth  herein,
Landlord's  re-entry  to  perform  acts  of maintenance or preservation of or in
connection  with  efforts  to  relet the Premises or any portion thereof, or the
appointment  of  a  receiver  upon  Landlord's  initiative to protect Landlord's
interest  under  this  Lease shall not terminate Tenant's right to possession of
the  Premises or any portion thereof and, until Landlord does elect to terminate
this  Lease, this Lease shall continue in full force and effect and Landlord may
enforce  all  of  Landlord's  rights  and  remedies hereunder including, without
limitation, the remedy described in California Civil Code Section 1951.4 (lessor
may  continue  lease in effect after lessee's breach and abandonment and recover
rent  as  it  becomes  due, if Lessee has the right to sublet or assign, subject
only  to  reasonable  limitations).  Accordingly,  if Landlord does not elect to
terminate  this  Lease  on  account of any default by Tenant, Landlord may, from
time  to  tune,  without  terminating  this Lease, enforce all of its rights and
remedies under this Lease, including the right to recover all rent as it becomes
due.

     (d)     All rights, powers and remedies of Landlord hereunder and under any
other  agreement  now or hereafter in force between Landlord and Tenant shall be
cumulative  and  not  alternative and shall be in addition to all rights, powers
and remedies given to Landlord by law, and the exercise of one or more rights or
remedies  shall  not  impair  Landlord's  right  to  exercise any other right or
remedy.

     (e)     Any  amount due from Tenant to Landlord hereunder which is not paid
when due shall bear interest at the lower of eighteen percent (18%) per annum or
the  maximum  lawful  rate  of  interest  from  the  due date until paid, unless
otherwise  specifically  provided herein, but the payment of such interest shall
not  excuse  or cure any default by Tenant under this Lease. In addition to such
interest:  (i)  if  Basic Rental is not paid on or before the fifth (5th) day of
the  calendar  month  for  which  the  same  is due, a late  charge equal to ten
percent  (10%)  of  the  amount  overdue or $100, whichever is greater, shall be
immediately  due  and  owing  and  shall  accrue for each calendar month or part
thereof  until  such  rental,  including the late charge, is paid in full, which
late  charge  Tenant  hereby  agrees  is  a  reasonable  estimate of the damages
Landlord  shall  suffer  as  a  result  of  Tenant's  late  payment  and (ii) an
additional charge of $25 shall be assessed for any check given to Landlord by or
on  behalf  of  Tenant which is not honored by the drawee thereof; which damages
include  Landlord's  additional  administrative  and other costs associated with
such  late payment and unsatisfied checks and the parties agree that it would be
impracticable  or  extremely  difficult  to fix Landlord's actual damage in such
event.  Such  charges  for interest and late payments and unsatisfied checks are
separate  and  cumulative  and  are  in  addition  to  and shall not diminish or
represent a substitute for any or all of Landlord's rights or remedies under any
other  provision  of  this  Lease.


                                      -18-
<PAGE>
                                   ARTICLE 21
                                   ----------

                         TRANSFER OF LANDLORD'S INTEREST
                         -------------------------------

     In  the  event of any transfer or termination of Landlord's interest in the
Premises or the Project by sale, assignment, transfer, foreclosure, deed-in-lieu
of  foreclosure or otherwise whether voluntary or involuntary, Landlord shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord  from  and  after  the  date of such transfer or termination, including
furthermore  without  limitation, the obligation of Landlord under Article 4 and
California Civil Code 1950.7 above to return the security deposit, provided said
security  deposit  is transferred to said transferee. Tenant agrees to attorn to
the  transferee  upon  any such transfer and to recognize such transferee as the
lessor  under  this  Lease and Tenant shall, within five (5) days after request,
execute such further instruments or assurances as such transferee may reasonably
deem  necessary  to  evidence  or  confirm  such  attornment.

                                   ARTICLE 22
                                   ----------

                                     BROKER
                                     ------

     In  connection  with this Lease, Tenant warrants and represents that it has
had  dealings  only  with  firm(s)  set forth in Article 1.H. of the Basic Lease
Provisions  and  that  it  knows of no other person or entity who is or might be
entitled  to  a  commission,  finder's  fee  or other like payment in connection
herewith  and  does  hereby  indemnify  and  agree to hold Landlord, its agents,
members,  partners,  representatives,  officers,  affiliates,  shareholders,
employees,  successors  and  assigns harmless from and against any and all loss,
liability  and  expenses  that  Landlord  may  incur  should  such  warranty and
representation  prove  incorrect,  inaccurate  or  false.

                                   ARTICLE 23
                                   ----------

                                     PARKING
                                     -------

     Tenant  shall  rent from Landlord, commencing on the Commencement Date, the
number  of  parking  passes  set  forth  in  Section  1(I)  of  the  Basic Lease
Provisions,  which parking passes shall pertain to the Project parking facility.
Tenant  shall  pay to Landlord for automobile parking passes the prevailing rate
charged from time to time at the location of such parking passes. Currently, the
charge  for  such  parking  passes  is  One  Thousand  Six  Hundred  and  NO/100
($1,600.00)  per  month.  In  addition, Tenant shall be responsible for the full
amount of any taxes imposed by any governmental authority in connection with the
renting  of  such parking passes by Tenant or the use of the parking facility by
Tenant. Additional unreserved parking passes may be rented by Tenant, subject to
availability  (as  determined  by Landlord in its sole discretion), on a monthly
basis,  at  the  then  prevailing  rental rate for such parking passes. Tenant's
continued  right to use the parking passes is conditioned upon Tenant abiding by
all rules and regulations which are prescribed from time to time for the orderly
operation  and use of the parking facility where the parking passes are located,
including  any  sticker  or other identification system established by Landlord,
Tenant's  cooperation in seeing that Tenant's employees and visitors also comply
with  such  rules  and  regulations,  and Tenant not being in default under this
Lease.  Landlord  specifically  reserves  the  right  to  change  the  size,
configuration,  design,  layout  and  all  other  aspects of the Project parking
facility  at  any  time  and  Tenant  acknowledges and agrees that Landlord may,
without  incurring  any  liability  to  Tenant and without any abatement of rent
under this Lease, from time to time, close-off or restrict access to the Project
parking  facility  for  purposes  of  permitting  or  facilitating  any  such
construction,  alteration  or  improvements.  Landlord  may, from time, to time,
relocate  any  reserved  parking  spaces  (if  any)  rented by Tenant to another
location  in  the  Project  parking  facility.  Landlord  may  delegate  its
responsibilities  hereunder  to  a  parking  operator or a lessee of the parking
facility in which case such parking operator or lessee shall have all the rights
of  control  attributed  hereby  to  the  Landlord. The parking passes rented by
Tenant  pursuant  to  this  Article  23 are provided to Tenant solely for use by
Tenant's  own  personnel  and  such  passes  may  not  be transferred, assigned,
subleased  or  otherwise  alienated by Tenant without Landlord's prior approval.
Tenant  may  validate  visitor parking by such method or methods as the Landlord
may  establish, at the validation rate from time to time generally applicable to
visitor  parking.


                                      -19-
<PAGE>
                                   ARTICLE 24
                                   ----------

                                     WAIVER
                                     ------

     No  waiver by Landlord of any provision of this Lease shall be deemed to be
a  waiver of any other provision hereof or of any subsequent breach by Tenant of
the  same  or  any  other provision. No provision of this Lease may be waived by
Landlord,  except  by  an instrument in writing executed by Landlord. Landlord's
consent  to  or  approval  of  any act by Tenant requiring Landlord's consent or
approval  shall  not be deemed to render unnecessary the obtaining of Landlord's
consent  to  or approval of any subsequent act of Tenant, whether or not similar
to  the  act  so  consented  to or approved. No act or thing done by Landlord or
Landlord's agents during the Term of this Lease shall be deemed an acceptance of
a  surrender of the Premises, and no agreement to accept such surrender shall be
valid  unless  in  writing  and signed by Landlord. The subsequent acceptance of
rent  hereunder  by Landlord shall not be deemed to be a waiver of any preceding
breach  by  Tenant  of any term, covenant or condition of this Lease, other than
the  failure  of  Tenant  to  pay the particular rent so accepted, regardless of
Landlord's  knowledge of such preceding breach at the time of acceptance of such
rent.  Any  payment  by Tenant or receipt by Landlord of an amount less than the
total  amount then  due  hereunder shall be deemed to be in partial payment only
thereof  and  not  a  waiver  of  the balance due or an accord and satisfaction,
notwithstanding any statement or endorsement to the contrary on any check or any
other  instrument  delivered  concurrently  therewith  or  in reference thereto.
Accordingly,  Landlord  may  accept any such amount and negotiate any such check
without  prejudice to Landlord's right to recover all balances due and owing and
to  pursue  its  other  rights  against  Tenant  under this Lease, regardless of
whether  Landlord  makes any notation on such instrument of payment or otherwise
notifies  Tenant  that  such  acceptance  or negotiation is without prejudice to
Landlord's  rights.

                                   ARTICLE 25
                                   ----------

                              ESTOPPEL CERTIFICATE
                              --------------------

     Tenant  shall,  at  any  time and from time to time, upon not less than ten
(10)  days' prior written notice from Landlord, execute, acknowledge and deliver
to  Landlord  a  statement in writing certifying the following information, (but
not  limited  to  the  following information in the event further information is
requested  by Landlord): (i) that this Lease is unmodified and in full force and
effect  (or, if modified, stating the nature of such modification and certifying
that  this  Lease,  as modified, is in full force and effect); (ii) the dates to
which the rental and other charges are paid in advance, if any; (iii) the amount
of Tenant's security deposit, if any; and (iv) acknowledging that there are not,
to  Tenant's  knowledge, any uncured defaults on the part of Landlord hereunder,
and no events or conditions then in existence which, with the passage of time or
notice or both, would constitute a default on the part of Landlord hereunder, or
specifying  such  defaults,  events  or  conditions,  if  any are claimed. It is
expressly  understood  and  agreed that any such statement may be relied upon by
any  prospective  purchaser  or  encumbrancer  of all or any portion of the Real
Property.  Tenant's  failure  to  deliver  such statement within such time shall
constitute an admission by Tenant that all statements contained therein are true
and  correct.  Tenant  hereby  irrevocably  appoints  Landlord  as  Tenant's
attorney-in-fact  and  in  Tenant's name, place and stead to execute any and all
documents  described  in  this  Article  25  if Tenant fails to do so within the
specified  time  period.

                                   ARTICLE 26
                                   ----------

                              LIABILITY OF LANDLORD
                              ---------------------

     Notwithstanding  anything  in  this  Lease  to  the contrary, any remedy of
Tenant  for  the  collection of a judgment (or other judicial process) requiring
the  payment  of  money  by  Landlord  in  the  event of any default by Landlord
hereunder or any claim, cause of action or obligation, contractual, statutory or
otherwise by Tenant against Landlord or the Landlord Parties concerning, arising
out of or relating to any matter relating to this Lease and all of the covenants
and  conditions  or  any  obligations,  contractual, statutory, or otherwise set
forth  herein,  shall  be  limited  solely and exclusively to an amount which is
equal  to  the lesser of (i) the interest of Landlord in and to the Project, and
(ii)  the  interest  Landlord  would  have  in  the  Project if the Project were
encumbered by third party debt in an amount equal to ninety percent (90%) of the
then  current  value  of  the Project (as such value is reasonably determined by
Landlord).  No  other property or assets of Landlord or any Landlord Party shall
be  subject  to  levy,  execution  or  other  enforcement  procedure  for  the


                                      -20-
<PAGE>
satisfaction  of  Tenant's  remedies  under  or  with  respect  to  this  Lease,
Landlord's  obligations  to Tenant, whether contractual, statutory or otherwise,
the  relationship of Landlord and Tenant hereunder, or Tenant's use or occupancy
of  the  Premises.

                                   ARTICLE 27
                                   ----------

                              INABILITY TO PERFORM
                              --------------------

     This Lease and the obligations of Tenant hereunder shall not be affected or
impaired  because Landlord is unable to fulfill any of its obligations hereunder
or is delayed in doing so, if such inability or delay is caused by reason of any
prevention,  delay, stoppage due to strikes, lockouts, acts of God, or any other
cause previously, or at such time, beyond the reasonable control or anticipation
of  Landlord  (collectively, a "FORCE MAJEURE") and Landlord's obligations under
this  Lease  shall  be  forgiven  and  suspended  by  any  such  Force  Majeure.

                                    ARTICLE 28
                                    ----------

                                 HAZARDOUS WASTE
                                 ---------------

     (a)     Tenant shall not cause or permit any Hazardous Material (as defined
in  Article  28(d) below) to be brought, kept or used in or about the Project by
Tenant,  its  agents,  employees,  contractors,  or invitees. Tenant indemnifies
Landlord  and  the Landlord Parties from and against any breach by Tenant of the
obligations  stated  in  the  preceding  sentence, and agrees to defend and hold
Landlord  and the Landlord Parties harmless from and against any and all claims,
judgments,  damages, penalties, fines, costs, liabilities, or losses (including,
without  limitation, diminution in value of the Project, damages for the loss or
restriction or use of rentable or usable space or of any amenity of the Project,
damages  arising  from  any adverse impact or marketing of space in the Project,
and  sums  paid  in  settlement of claims, attorneys' fees and costs, consultant
fees,  and  expert fees) which arise during or after the Term of this Lease as a
result  of  such  breach.    This  indemnification  of Landlord and the Landlord
Parties  by  Tenant  includes,  without limitation, costs incurred in connection
with  any investigation of site conditions or any cleanup, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political  subdivision  because  of  Hazardous  Material  present in the soil or
ground  water  on  or  under the Project. Without limiting the foregoing, if the
presence  of any Hazardous Material on the Project caused or permitted by Tenant
results  in  any contamination of the Project, then subject to the provisions of
Articles 9, 10 and 11 hereof, Tenant shall promptly take all actions at its sole
expense  as  are necessary to return the Project to the condition existing prior
to  the  introduction  of  any such Hazardous Material and the contractors to be
used  by Tenant for such work must be approved by Landlord, which approval shall
not  be unreasonably withheld so long as such actions would not potentially have
any  material  adverse long-term or short-term effect on the Project and so long
as  such  actions  do not materially interfere with the use and enjoyment of the
Project by the other tenants thereof; provided however, Landlord shall also have
the  right,  by  written  notice  to  Tenant,  to  directly  undertake  any such
mitigation  efforts  with  regard to Hazardous Materials in or about the Project
due to Tenant's breach of its obligations pursuant to this Section 28(a), and to
charge  Tenant,  as  Additional  Rent,  for  the  costs  thereof.

     (b)     Landlord  and  Tenant  acknowledge that Landlord may become legally
liable  for the costs of complying with Laws (as defined in Article 28(e) below)
relating  to  Hazardous Material which are not the responsibility of Landlord or
the  responsibility of Tenant, including the following:   (i) Hazardous Material
present  in  the  soil  or  ground water on the Project of which Landlord has no
knowledge  as  of  the effective date of this Lease; (ii) a change in Laws which
relate to Hazardous Material which make that Hazardous Material which is present
on  the  Real  Property as of the effective date of this Lease, whether known or
unknown to Landlord, a violation of such new Laws; (iii) Hazardous Material that
migrates,  flows, percolates, diffuses, or in any way moves on to, or under, the
Project after the effective date of this Lease; or Hazardous Material present on
or  under the Project as a result of any discharge, dumping or spilling (whether
accidental or otherwise) on the Project by other lessees of the Project or their
agents,  employees,  contractors,  or  invitees,  or  by  others.  Accordingly,
Landlord  and  Tenant  agree  that  the  cost of complying with Laws relating to
Hazardous  Material  on  the  Project for which  Landlord is legally  liable and
which  are  paid  or incurred by Landlord shall be an Operating Cost (and Tenant
shall  pay  Tenant's  Proportionate  Share thereof in accordance with Article 3)
unless  the  cost of such compliance as between Landlord and Tenant, is made the
responsibility of Tenant pursuant to Article 28(a) above. To the extent any such
Operating  Cost  relating  to  Hazardous  Material  is subsequently recovered or



                                      -21-
<PAGE>
reimbursed  through  insurance,  or  recovery  from responsible third parties or
other  action,  Tenant shall be entitled to a proportionate reimbursement to the
extent  it  has  paid its share of such Operating Cost to which such recovery or
reimbursement  relates.

     (c)     It  shall  not be unreasonable for Landlord to withhold its consent
to any proposed Transfer if (i) the proposed transferee's anticipated use of the
Premises  involves  the  generation,  storage,  use,  treatment,  or disposal of
Hazardous  Material; (ii) the proposed Transferee has been required by any prior
landlord,  lender,  or  governmental  authority  to  take  remedial  action  in
connection with Hazardous Material contaminating a property if the contamination
resulted  from  such Transferee's actions or use of the property in question; or
(iii)  the  proposed Transferee is subject to an enforcement order issued by any
governmental  authority  in  connection  with the use, disposal, or storage of a
Hazardous  Material.

     (d)     As  used  herein, the term "HAZARDOUS MATERIAL" means any hazardous
or  toxic  substance,  material,  or  waste which is or becomes regulated by any
local  governmental  authority,  the  State  of  California or the United States
Government.  The  term  "Hazardous  Material"  includes, without limitation, any
material  or  substance  which is (i) defined  as  "Hazardous Waste," "Extremely
Hazardous Waste," or "Restricted Hazardous Waste" under Sections 25115, 25117 or
25122.7,  or  listed  pursuant  to  Section  25140, of the California Health and
Safety  Code,  Division  20,  Chapter  6.5  (Hazardous  Waste Control Law), (ii)
defined  as a "Hazardous Substance" under Section 25316 of the California Health
and  Safety  Code,  Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance  Account  Act),  (iii)  defined  as a "Hazardous Material," "Hazardous
Substance,"  or  "Hazardous  Waste" under Section 25501 of the California Health
and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans  and  Inventory),  (iv)  defined  as a "Hazardous Substance" under Section
25281  of  the  California  Health  and  Safety  Code,  Division 20, Chapter 6.7
(Underground  Storage  of  Hazardous  Substances), (v) petroleum, (vi) asbestos,
(vii)  listed  under  Article  9  or defined as Hazardous or extremely hazardous
pursuant  to  Article  11  of  Title  22  of the California Administrative Code,
Division 4, Chapter 20, (viii) designated as a "Hazardous Substance" pursuant to
Section  311  of  the Federal Water Pollution Control Act (33 U.S.C. Sec. 1317),
(ix)  defined  as  a  "Hazardous  Waste" pursuant to Section 1004 of the Federal
Resource  Conservation  and Recovery Act, 42 U.S.C. Sec. 6901 et seq. (42 U.S.C.
Sec. 6903), or (x) defined as a "Hazardous Substance" pursuant to Section 101 of
the  Comprehensive  Environmental  Response,  Compensation and Liability Act, 42
U.S.C.  Sec.  9601  et  seq.  (42 U.S.C.  Sec. 9601).

     (e)     As used herein, the term "LAWS" means any applicable federal, state
or  local  law,  ordinance,  or  regulation  relating  to any Hazardous Material
affecting  the Project, including, without limitation, the laws, ordinances, and
regulations  referred  to  in  Article  28(d)  above.

                                   ARTICLE 29
                                   ----------

                   SURRENDER OF PREMISES; REMOVAL OF PROPERTY
                   ------------------------------------------

     (a)     The  voluntary  or  other  surrender  of  this  Lease  by Tenant to
Landlord,  or a mutual termination hereof, shall not work a merger, and shall at
the  option  of Landlord, operate as an assignment to it of any or all subleases
or  subtenancies  affecting  the  Premises.

     (b)     Upon  the expiration of the Term of this Lease, or upon any earlier
termination  of  this  Lease,  Tenant shall quit and surrender possession of the
Premises  to  Landlord in good order and condition, reasonable wear and tear and
repairs  which are Landlord's obligation excepted, and shall, without expense to
Landlord,  remove  or  cause  to  be  removed  from  the Premises all debris and
rubbish,  all  furniture,  equipment, business and trade fixtures, free-standing
cabinet  work,  moveable  partitioning,  telephone  and  date  cabling and other
articles  of  personal property owned by Tenant or installed or placed by Tenant
at  its  own  expense  in  the  Premises,  and all similar articles of any other
persons  claiming under Tenant (unless Landlord exercises its option to have any
subleases or subtenancies assigned to it), and Tenant shall repair all damage to
the  Premises  resulting  from  the  removal  of  such  items from the Premises.

     (c)     Whenever Landlord shall reenter the Premises as provided in Article
12  hereof,  or  as otherwise provided in this Lease, any property of Tenant not
removed  by  Tenant  upon  the  expiration  of the Term of this Lease (or within
forty-eight  (48)  hours  after a termination by reason of Tenant's default), as
provided  in  this  Lease, shall be considered abandoned and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in  a  public


                                      -22-
<PAGE>
warehouse  or  elsewhere  for the account and at the expense and risk of Tenant,
and  if  Tenant shall fail to pay the cost of storing any such property after it
has  been stored for a period of thirty (30) days or more, Landlord may sell any
or  all  of  such property at public or private sale, in such manner and at such
times  and  places as Landlord, in its sole discretion, may deem proper, without
notice  to  or  demand  upon  Tenant, for the payment of all or any part of such
charges  or  the  removal  of any such property, and shall apply the proceeds of
such  sale  as  follows:  first, to the cost and expense of such sale, including
reasonable  attorneys'  fees  and  costs  for  services rendered; second, to the
payment  of  the cost of or charges for storing any such properly; third, to the
payment  of  any  other  sums  of  money  which may then or thereafter be due to
Landlord  from Tenant under any of the terms hereof; and fourth, the balance, if
any,  to  Tenant.

     (d)     All fixtures, equipment, leasehold improvements, Alterations and/or
appurtenances  attached  to  or  built  into the Premises prior to or during the
Term,  whether  by  Landlord or Tenant and whether at the expense of Landlord or
Tenant,  or  of  both, shall be and remain part of the Premises and shall not be
removed by Tenant at the end of the Term unless otherwise expressly provided for
in  this  Lease  or  unless such removal is required by Landlord. Such fixtures,
equipment,  leasehold  improvements, Alterations, additions, improvements and/or
appurtenances  shall include but not be limited to: all floor coverings, drapes,
paneling,  built-in  cabinetry,  molding, doors, vaults (including vault doors),
plumbing  systems,  security  systems,  electrical  systems,  lighting  systems,
silencing  equipment,  communication  systems,  all fixtures and outlets for the
systems  mentioned  above and for all telephone, radio, telegraph and television
purposes,  and  any  special  flooring  or  ceiling  installations.

                                   ARTICLE 30
                                   ----------

                                  MISCELLANEOUS
                                  -------------

     (a)     SEVERABILITY;  ENTIRE  AGREEMENT.    ANY  PROVISION  OF  THIS LEASE
             --------------------------------
WHICH SHALL PROVE TO BE INVALID, VOID, OR ILLEGAL SHALL IN NO WAY AFFECT, IMPAIR
OR  INVALIDATE ANY OTHER PROVISION HEREOF AND SUCH OTHER PROVISIONS SHALL REMAIN
IN  FULL FORCE AND EFFECT. THIS LEASE AND THE EXHIBITS AND ANY ADDENDUM ATTACHED
HERETO CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH REGARD TO
TENANT'S  OCCUPANCY  OR  USE  OF ALL OR ANY PORTION OF THE PROJECT, AND NO PRIOR
AGREEMENT  OR UNDERSTANDING PERTAINING TO ANY SUCH MATTER SHALL BE EFFECTIVE FOR
ANY PURPOSE. NO PROVISION OF THIS LEASE MAY BE AMENDED OR SUPPLEMENTED EXCEPT BY
AN  AGREEMENT  IN  WRITING  SIGNED  BY  THE PARTIES HERETO OR THEIR SUCCESSOR IN
INTEREST.  THE PARTIES AGREE THAT ANY DELETION OF LANGUAGE FROM THIS LEASE PRIOR
TO  ITS  MUTUAL  EXECUTION BY LANDLORD AND TENANT SHALL NOT BE CONSTRUED TO HAVE
ANY  PARTICULAR  MEANING  OR  TO RAISE ANY PRESUMPTION, CANON OF CONSTRUCTION OR
IMPLICATION  INCLUDING,  WITHOUT  LIMITATION,  ANY  IMPLICATION THAT THE PARTIES
INTENDED  THEREBY  TO  STATE  THE  CONVERSE,  OBVERSE OR OPPOSITE OF THE DELETED
LANGUAGE.

     (b)     Attorneys'  Fees;  Waiver  of  Jury  Trial.
             -------------------------------------------

          (i)     In  any  action  to enforce the terms of this Lease, including
any suit by Landlord for the recovery of rent or possession of the Premises, the
losing party shall pay the successful party a reasonable sum for attorneys' fees
and  costs  in  such  suit and such attorneys' fees and costs shall be deemed to
have  accrued prior to the commencement of such action and shall be paid whether
or  not  such  action  is  prosecuted  to  judgment.

          (ii)     Should  Landlord, without fault on Landlord's part, be made a
party  to  any  litigation  instituted  by  Tenant or by any third party against
Tenant,  or  by  or  against  any  person holding under or using the Premises by
license  of  Tenant,  or  for  the foreclosure of any lien for labor or material
furnished  to or for Tenant or any such other person or otherwise arising out of
or  resulting from any act or transaction of Tenant or of any such other person,
Tenant  covenants  to save and hold Landlord harmless from any judgment rendered
against  Landlord  or  the  Premises  or any part thereof and from all costs and
expenses, including reasonable attorneys' fees and costs incurred by Landlord in
connection  with  such  litigation.


                                      -23-
<PAGE>
          (iii)      When  legal services are rendered by an attorney at law who
is  an  employee  of  a  party, attorneys' fees and costs incurred by that party
shall  be  deemed  to  include an amount based upon the number of hours spent by
such  employee  on  such  matters  multiplied  by  an  appropriate  billing rate
determined  by  taking  into  consideration  the same factors, including but not
limited  by, the importance of the matter, time applied, difficulty and results,
as  are  considered  when an attorney not in the employ of a party is engaged to
render  such  service.

          (iv)      EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION  SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS LEASE, FOR DAMAGES
FOR  ANY  BREACH  UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR
REMEDY  HEREUNDER.

     (c)     Time  of  Essence. Each of Tenant's covenants herein is a condition
             -----------------
and time is of the essence with respect to the performance of every provision of
this  Lease.

     (d)     Headings;  Joint  and  Several.  The  article headings contained in
             ------------------------------
this  Lease  are for convenience only and do not in any way limit or amplify any
term or provision hereof. The terms "Landlord" and "Tenant" as used herein shall
include  the  plural  as  well  as  the  singular,  the neuter shall include the
masculine  and  feminine  genders and the obligations herein imposed upon Tenant
shall  be  joint and several as to each of the persons, firms or corporations of
which  Tenant  may  be  composed.

     (e)     Reserved  Area.  Tenant  hereby  acknowledges  and  agrees that the
             --------------
exterior  walls of the Premises and the area between the finished ceiling of the
Premises  and  the  slab  of  the  floor of the Project thereabove have not been
demised hereby and the use thereof together with the right to install, maintain,
use,  repair  and  replace  pipes,  ducts,  conduits, wiring and cabling leading
through,  under  or  above  the  Premises or throughout the Project in locations
which  will  not  materially  interfere  with  Tenant's  use of the Premises and
serving  other  parts  of  the  Project  are  hereby  excepted and reserved unto
Landlord.

     (f)     NO OPTION.   THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS AGENT OR
             ---------
REPRESENTATIVE  FOR  EXAMINATION  OR  EXECUTION BY TENANT DOES NOT CONSTITUTE AN
OPTION  OR  OFFER  TO LEASE THE PREMISES UPON THE TERMS AND CONDITIONS CONTAINED
HEREIN  OR  A  RESERVATION OF THE PREMISES IN FAVOR OF TENANT, IT BEING INTENDED
HEREBY  THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY
LANDLORD  AND  TENANT  AND  DELIVERY  OF  A  FULLY  EXECUTED  LEASE  TO  TENANT.

     (g)     Use  of  Project Name; Improvements. Tenant shall not be allowed to
             -----------------------------------
use the name, picture or representation of the Project, or words to that effect,
in  connection with any business carried on in the Premises or otherwise (except
as  Tenant's  address)  without  the  prior written consent of Landlord.  In the
event  that Landlord undertakes any additional improvements on the Real Property
including  but not limited to new construction or renovation or additions to the
existing  improvements,  Landlord  shall  not be liable to Tenant for any noise,
dust,  vibration  or  interference  with access to the Premises or disruption in
Tenant's  business  caused  thereby.

     (h)      Rules  and Regulations. Tenant shall observe faithfully and comply
              ----------------------
strictly  with  the  Rules and Regulations attached to this Lease as Exhibit "B"
and  made  a  part  hereof, and such other Rules and Regulations as Landlord may
from  time  to time reasonably adopt for the safety, care and cleanliness of the
Project,  the  facilities  thereof,  or  the preservation of good order therein.
Landlord  shall  not  be  liable  to  Tenant for violation of any such Rules and
Regulations,  or for the breach of any covenant or condition in any lease by any
other  tenant in the Project. A waiver by Landlord of any Rule or Regulation for
any  other  tenant  shall  not  constitute nor be deemed a waiver of the Rule or
Regulation  for  this  Tenant.

     (i)     Quiet Possession. Upon Tenant's paying the Basic Rental, Additional
             ----------------
Rent  and  other sums provided hereunder and observing and performing all of the
covenants,  conditions  and  provisions  on  Tenant's  part  to  be observed and
performed  hereunder, Tenant shall have quiet possession of the Premises for the
entire  Term  hereof,  subject  to  all  of  the  provisions  of  this  Lease.

     (j)     Rent.  All payments required to be made hereunder to Landlord shall
             ----
be deemed to be rent, whether or not described as such.


                                      -24-
<PAGE>
     (k)      Successors  and  Assigns.  Subject to the provisions of Article 15
              ------------------------
hereof,  all  of the covenants, conditions and provisions of this Lease shall be
binding  upon  and  shall  inure  to the benefit of the parties hereto and their
respective  heirs,  personal  representatives,  successors  and  assigns.

     (l)      Notices.  Any  notice  required or permitted to be given hereunder
              -------
shall  be  in writing and may be given by personal service evidenced by a signed
receipt  or  sent  by registered or certified mail, return receipt requested, or
via  overnight courier, and shall be effective upon proof of delivery, addressed
to  Tenant  at  the  Premises  or  to  Landlord at the management office for the
Project,  with  a  copy  to  Landlord,  c/o  Arden  Realty, Inc., 11601 Wilshire
Boulevard,  Fourth Floor, Los Angeles, California 90025, Attn: Legal Department.
Either  party  may by notice to the other specify a different address for notice
purposes  except  that,  upon  Tenant's  taking  possession of the Premises, the
Premises  shall  constitute  Tenant's address for notice purposes. A copy of all
notices  to  be given to Landlord hereunder shall be concurrently transmitted by
Tenant to such party hereafter designated by notice from Landlord to Tenant. Any
notices sent by Landlord regarding or relating to eviction procedures, including
without  limitation  three  day  notices,  may  be  sent  by  regular  mail.

     (m)      Persistent  Delinquencies.  In  the  event  that  Tenant  shall be
              -------------------------
delinquent  by  more  than fifteen (15) days in the payment of rent on three (3)
separate  occasions  in  any  twelve  (12) month period, Landlord shall have the
right  to  terminate  this  Lease  by  thirty  (30) days written notice given by
Landlord  to  Tenant  within  thirty  (30)  days  of  the last such delinquency.

     (n)      Right  of  Landlord to Perform. All covenants and agreements to be
              ------------------------------
performed  by  Tenant under any of the terms of this Lease shall be performed by
Tenant  at  Tenant's sole cost and expense and without any abatement of rent. If
Tenant  shall fail to pay any sum of money, other than rent, required to be paid
by  it  hereunder  or  shall  fail  to  perform  any other act on its part to be
performed  hereunder, and such failure shall continue beyond any applicable cure
period  set  forth  in  this Lease, Landlord may, but shall not be obligated to,
without  waiving  or  releasing  Tenant from any obligations of Tenant, make any
such  payment  or  perform  any  such  other  act on Tenant's part to be made or
performed  as  is  in  this Lease provided. All sums so paid by Landlord and all
reasonable  incidental costs,  together with interest thereon at the rate of ten
percent  (10%)  per  annum  from  the date of such payment by Landlord, shall be
payable  to  Landlord  on  demand and Tenant covenants to pay any such sums, and
Landlord  shall  have (in addition to any other right or remedy of Landlord) the
same  rights and remedies in the event of the nonpayment thereof by Tenant as in
the case of default by Tenant in the payment of the rent.

     (o)     Access, Changes  in  Project, Facilities, Name.
             ----------------------------------------------

          (i)      Every  part  of the Project except the inside surfaces of all
walls,  windows  and  doors  bounding  the Premises (including exterior building
walls,  the  rooftop,  core  corridor  walls  and  doors  and  any core corridor
entrance),  and  any  space in or adjacent to the Premises or within the Project
used  for  shafts,  stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities,  sinks  or other building facilities, and the use thereof, as well as
access  thereto through the Premises for the purposes of operation, maintenance,
decoration  and  repair,  are  reserved  to  Landlord.

          (ii)     Tenant  shall  permit  Landlord  to install, use and maintain
pipes, ducts and conduits within the walls, columns and ceilings of the Premises
and  throughout  the  Project.

          (iii)    Landlord  reserves the right, without incurring any liability
to  Tenant  therefor, to make such changes in or to the Project and the fixtures
and  equipment  thereof,  as  well  as  in  or  to  the street entrances, halls,
passages,  elevators,  stairways  and other improvements thereof, as it may deem
necessary  or  desirable.

          (iv)     Landlord  may  adopt  any  name  for the Project and Landlord
reserves  the right, from time to time, to change the name and/or address of the
Project.

     (p)      Signing  Authority.  If  Tenant  is  a corporation, partnership or
              ------------------
limited  liability  company,  each  individual executing this Lease on behalf of
said entity represents and warrants that he or she is duly authorized to execute
and  deliver  this  Lease  on  behalf  of said entity in accordance with: (i) if
Tenant  is a corporation, a duly adopted resolution of the Board of Directors of
said  corporation or in accordance with the By-laws of said corporation, (ii) if
Tenant  is  a  partnership, the terms of the partnership agreement, and (iii) if
Tenant  is  a  limited  liability  company,  the  terms  of  its


                                      -25-
<PAGE>
operating  agreement,  and  that  this  Lease  is  binding  upon  said entity in
accordance  with  its terms. Concurrently with Tenant's execution of this Lease,
Tenant shall provide to Landlord a copy of: (i) if Tenant is a corporation, such
resolution  of the Board of Directors authorizing the execution of this Lease on
behalf  of such corporation, which copy of resolution shall be duly certified by
the  secretary or an assistant secretary of the corporation to be a true copy of
a  resolution  duly  adopted  by  the Board of Directors of said corporation and
shall  be  in  a  form  reasonably  acceptable  to Landlord, (ii) if Tenant is a
partnership,  a copy of the provisions of the partnership agreement granting the
requisite  authority  to  each individual executing this Lease on behalf of said
partnership,  and  (iii) if Tenant is a limited liability company, a copy of the
provisions  of  its operating agreement granting the requisite authority to each
individual  executing this Lease on behalf of said limited liability company. In
the  event  Tenant  fails  to  comply  with  the  requirements set forth in this
subparagraph  (p),  then  each  individual  executing  this  Lease,  jointly and
severally  along  with  Tenant,  shall  be personally liable for all of Tenant's
obligations  in  this  Lease.

     (q)     Identification  of  Tenant.
             --------------------------

          (i)      If  Tenant  constitutes  more  than one person or entity, (A)
each  of  them  shall be jointly and severally liable for the keeping, observing
and performing of all of the terms, covenants, conditions and provisions of this
Lease  to  be  kept,  observed and performed by Tenant, (B) the term "Tenant" as
used  in  this  Lease shall mean and include each of them jointly and severally,
and  (C) the act of or notice from, or notice or refund to, or the signature of,
any  one  or more of them, with respect to the tenancy of this Lease, including,
but  not  limited  to,  any  renewal,  extension,  expiration,  termination  or
modification of this Lease, shall be binding upon each and all of the persons or
entities  executing  this  Lease  as Tenant with the same force and effect as if
each  and all of them had so acted or so given or received such notice or refund
or  so  signed.

          (ii)      If  Tenant  is a partnership (or is comprised of two or more
persons,  individually  and  as  co-partners  of  a  partnership) or if Tenant's
interest  in  this  Lease  shall be assigned to a partnership (or to two or more
persons,  individually  and as co-partners of a partnership) pursuant to Article
15 hereof (any such partnership and such persons hereinafter referred to in this
Article  30(q)(ii)  as  "PARTNERSHIP  TENANT"), the following provisions of this
Lease  shall  apply  to  such  Partnership  Tenant:

               (A)     The  liability  of  each  of  the  parties  comprising
Partnership  Tenant  shall  be  joint  and  several.

               (B)     Each  of the parties comprising Partnership Tenant hereby
consents  in advance to, and agrees to be bound by, any written instrument which
may  hereafter  be  executed,  changing, modifying or discharging this Lease, in
whole  or  in  part,  or  surrendering  all  or  any part of the Premises to the
Landlord,  and  by  notices,  demands, requests or other communication which may
hereafter  be given, by the individual or individuals authorized to execute this
Lease  on  behalf  of  Partnership  Tenant  under  Subparagraph  (p)  above.

               (C)     Any  bills,  statements,  notices,  demands,  requests or
other  communications  given  or rendered to Partnership Tenant or to any of the
parties  comprising  Partnership  Tenant  shall  be  deemed given or rendered to
Partnership Tenant and to all such parties and shall be binding upon Partnership
Tenant  and  all  such  parties.

               (D)     If  Partnership  Tenant  admits new partners, all of such
new  partners shall, by their admission to Partnership Tenant, be deemed to have
assumed  performance of all of the terms, covenants and conditions of this Lease
on  Tenant's  part  to  be  observed  and  performed.

               (E)     Partnership  Tenant  shall give prompt notice to Landlord
of  the  admission of any such new partners, and, upon demand of Landlord, shall
cause  each  such new partner to execute and deliver to Landlord an agreement in
form  satisfactory  to  Landlord,  wherein  each  such  new partner shall assume
performance  of  all  of  the  terms,  covenants and conditions of this Lease on
Partnership  Tenant's  part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord shall terminate the provisions
of  clause (D)  of this Article 30(q)(ii) or relieve any such new partner of its
obligations  thereunder).

     (r)     Intentionally  Omitted.
             ----------------------


                                      -26-
<PAGE>
     (s)      Survival of Obligations. Any obligations of Tenant occurring prior
              -----------------------
to  the  expiration  or  earlier  termination  of  this Lease shall survive such
expiration  or  earlier  termination.

     (t)      Confidentiality.  Tenant  acknowledges  that  the  content of this
              ---------------
Lease  and any related documents are confidential information. Tenant shall keep
such  confidential information strictly confidential and shall not disclose such
confidential  information to any person or entity other than Tenant's financial,
legal  and  space  planning  consultants  and  any  proposed  Transferees.

     (u)      Governing  Law.  This  Lease shall be governed by and construed in
              --------------
accordance  with  the laws of the State of California. No conflicts of law rules
of  any state or country (including, without limitation, California conflicts of
law  rules)  shall be applied to result in the application of any substantive or
procedural  laws  of  any  state  or  country  other  than  California.  All
controversies,  claims,  actions or causes of action arising between the parties
hereto  and/or  their respective successors and assigns, shall be brought, heard
and  adjudicated  by  the  courts  of the State of California, with venue in the
County  of  Orange.  Each  of  the  parties  hereto  hereby consents to personal
jurisdiction  by  the  courts  of the State of California in connection with any
such  controversy,  claim,  action  or  cause of action, and each of the parties
hereto  consents to service of process by any means authorized by California law
and  consent to the enforcement of any judgment so obtained in the courts of the
State  of  California  on  the same terms and conditions as if such controversy,
claim,  action or cause of action had been originally heard and adjudicated to a
final  judgment  in such courts. Each of the parties hereto further acknowledges
that  the  laws  and  courts of California were freely and voluntarily chosen to
govern  this  Lease  and  to  adjudicate  any  claims  or  disputes  hereunder.

     (v)     Storage Space. Tenant shall have the right, upon written request to
             -------------
Landlord,  to rent storage space up to 1,000 rentable square feet at the Project
(the  "STORAGE  SPACE").  The  monthly  rental  rate for the Storage Space (the
"MONTHLY  STORAGE  RENT")  shall  be  One Dollar and NO/100 ($1.00) per rentable
square  foot  per month of the Storage Space. Such Monthly Storage Rent shall be
payable  on  the first day of each month in advance during the Lease Term at the
same  time  and  in the same manner as Monthly Basic Rental for the Premises. In
the  even the Monthly Storage Rent is not paid when due, Landlord shall have the
same  rights  as  provided in Article 20 of this Lease for unpaid Rent. Tenant's
Proportionate  Share  shall  not be increased as a result of Tenant leasing such
Storage  Space.  Except  to  the  extent  any  loss,  costs,  damage, expense or
liability  exceeds  the  coverage  of liability insurance and property insurance
coverage  required  hereunder  to  be carried by Tenant and is caused by (i) any
default  by  Landlord  in  the  observance  or  performance of any of the terms,
covenants  or  conditions  to  be  observed  or performed by Landlord under this
Lease,  or  (ii)  the negligence or willful misconduct of Landlord or any of its
agents,  employees,  contractors,  or licensees, Tenant hereby absolves Landlord
from  any and all loss, cost, damage, expense and liability, whether foreseeable
or  not,  from  any  cause  whatsoever,  that  Tenant may suffer to its personal
property  located  anywhere  in  the  Storage  Space  or  that it or its agents,
employees, principals, invitees, or licensees may suffer as a direct or indirect
consequence  of Tenant's lease of or use of the Storage Space or access areas to
the  Storage  Space.  In  addition,  Tenant  hereby agrees to indemnify, defend,
protect  and  hold  Landlord  harmless  from and against any loss, cost, damage,
liability, expense, claim, action or cause of action of any third party, whether
foreseeable  or  not,  resulting as a direct or indirect consequence of Tenant's
lease  or  use of the Storage Space or access areas to the Storage Space. Tenant
agrees not to store any flammable or highly combustible materials in the Storage
Space.  Tenant  also  agrees not to store excess or highly concentrated waste in
the  Storage  Space; it shall be Tenant's responsibility to obtain from Landlord
the  tolerable limits thereof. Tenant agrees to use the Storage Space solely for
storage  purposes  and  not as office space. Tenant agrees that Landlord and its
agents  may  enter and inspect the Storage Space and any goods stored therein at
any  time during regular business hours upon giving twenty-four (24) hours prior
notice  to  Tenant  and  so  long  as accompanied by a representative of Tenant.
Tenant  shall,  at  its sole cost and expense, deliver to Landlord a key for any
locks  installed  by Tenant for Landlord's emergency entrance purposes. Landlord
shall  deliver  the  Storage  Space  as  a condition suitable for the storage of
files.  Except  as  aforesaid, Tenant shall accept the Storage Space without any
warranties  or  representations  and  shall alter, with Landlord's prior written
approval  (which  approval  shall  not  be  unreasonably  withheld  or delayed),
maintain  and  repair  the  Storage  Space  at  its  sole  cost  and  expense.

     (w)     Exhibits.  The  Exhibits attached hereto are incorporated herein by
             ---------
this  reference  as  if  fully  set  forth  herein.


                                      -27-
<PAGE>
     (x)      Independent Covenants. This Lease shall be construed as though the
              ---------------------
covenants herein between Landlord and Tenant are independent (and not dependent)
and  Tenant  hereby  expressly waives the benefit of any statute to the contrary
and  agrees  that if Landlord fails to perform its obligations set forth herein,
Tenant  shall  not be entitled to make any repairs or perform any acts hereunder
at  Landlord's  expense  or to set off of any of the rent or other amounts owing
hereunder  against  Landlord.

     (y)      Counterparts.  This Lease may be executed in counterparts, each of
              ------------
which  shall  be deemed an original, but such counterparts, when taken together,
shall  constitute  one  agreement.

     (z)     Limitation  of  Liability  of  Trustee. Any obligation or liability
             --------------------------------------
whatsoever of James J. Joseph as Chapter 11 Trustee, which may arise at any time
under  this  Lease  or  any obligation or liability which may be incurred herein
pursuant to any other instrument, transaction or undertaking contemplated hereby
shall  be  in his  official capacity as Trustee and not in his personal capacity
and  shall  be  satisfied,  if  at  all,  out of assets vested in the bankruptcy
estate,  or  any  successor  entity  as  provided  in Article 15 hereof. No such
obligation  or  liability shall be personally binding upon, nor shall resort for
the  enforcement  thereof  be  had  to,  the property of James J. Joseph, either
individually  or  in  any other professional capacity or of any of his agents or
employees,  regardless  of whether such obligation or liability is in the nature
of  contract,  tort  or  otherwise.


                                      -28-
<PAGE>
                                   ARTICLE 31
                                   ----------

                                OPTION TO EXTEND
                                ----------------

     Landlord  hereby  grants  the  Tenant  named  in  this Lease (the "ORIGINAL
TENANT")  one  (1)  option ("OPTION") to extend the Term for the entire Premises
for  a  period  of  five  (5)  years  ("OPTION  TERM"),  which  option  shall be
exercisable  only  by  written  notice delivered by Tenant to Landlord set forth
below. The rights contained in this Article 31 shall be personal to the Original
Tenant  and  may only be exercised by the Original Tenant (and not any assignee,
sublessee  or  other transferee of the Original Tenant's interest in this Lease)
if  the  Original Tenant occupies the entire Premises as of the date of Tenant's
Acceptance  (as  defined  in  Section  31  (b),  below).

     (a)     Option  Rent.  The  rent  payable  by Tenant during the Option Term
             ------------
("OPTION  RENT")  shall be equal to the "Market Rent" (defined below), but in no
event  less  than  the  amount  Tenant  is  paying under the Lease for the month
immediately  preceding  the Option Term. "MARKET RENT" shall mean the applicable
Basic  Rental,  including  all escalations, Operating Costs, additional rent and
other  charges  at which tenants, as of the commencement of the Option Term, are
leasing  non-sublease,  non-encumbered,  space  comparable in size, location and
quality  to  the  Premises  in renewal transactions for a term comparable to the
Option  Term which comparable space is located in office buildings comparable to
the Project in the Anaheim, California area, taking into consideration the value
of the existing improvements in the Premises to Tenant, as compared to the value
of  the  existing  improvements  in such comparable space, with such value to be
based  upon  the  age,  quality and layout of the improvements and the extent to
which  the same could be utilized by Tenant with consideration given to the fact
that  the  improvements  existing  in  the Premises are specifically suitable to
Tenant.

     (b)     Exercise  of  Options. The Option shall be exercised by Tenant only
             ---------------------
in  the following manner: (i) Tenant shall not be in default, and shall not have
been  in  default  under  this Lease more than once, on the delivery date of the
Interest  Notice  and  Tenant's  Acceptance;  (ii)  Tenant shall deliver written
notice ("INTEREST NOTICE") to Landlord not more than twelve (12) months nor less
than  seven  (7) months prior to the expiration of the Term, stating that Tenant
is  interested in exercising the Option, (iii) within fifteen (15) business days
of  Landlord's receipt of Tenant's written notice, Landlord shall deliver notice
("OPTION  RENT  NOTICE")  to  Tenant  setting forth the Option Rent; and (iv) if
Tenant  desires  to  exercise such Option, Tenant shall provide Landlord written
notice  within  five  (5)  business days after receipt of the Option Rent Notice
("TENANT'S  ACCEPTANCE").  Tenant's  failure  to  deliver the Interest Notice or
Tenant's  Acceptance  on  or before the dates specified above shall be deemed to
constitute  Tenant's  election  not to exercise the Option. If Tenant timely and
properly  exercises  its  Option, the Term shall be extended for the Option Term
upon  all of the terms and conditions set forth in the Lease, as hereby amended,
except  that  the  rent  for the Option Term shall be as indicated in the Option
Rent  Notice.

                                   ARTICLE 32
                                   ----------

                              RIGHT OF FIRST OFFER
                              --------------------

     Landlord  hereby  grants  to  Tenant a right of first offer with respect to
that  space  on  the fourth (4th) floor of the Project outlined on Exhibit "A-l"
                                                                   -------------
attached  hereto  and  made a part hereof ("FIRST OFFER SPACE"). Notwithstanding
the foregoing (i) such first offer right of Tenant shall commence only following
the  expiration  or  earlier termination of (A) any existing lease pertaining to
the First Offer Space, and (B) as to any First Offer Space which is vacant as of
the  date of this Lease, the first lease pertaining to any portion of such First
Offer Space entered into by Landlord after the date of this Lease (collectively,
the  "SUPERIOR  LEASES"), including any renewal or extension of such existing or
future lease, whether or not such renewal or extension is pursuant to an express
written  provision  in such lease, and regardless of whether any such renewal or
extension  is consummated pursuant to a lease amendment or a new lease, and (ii)
such  first  offer  right  shall  be  subordinate and secondary to all rights of
expansion,  first  refusal,  first  offer  or  similar rights granted to (A) the
tenants  of  the  Superior  Leases  and (B) any other tenant of the Project (the
rights  described  in  items  (i)  and  (ii),  above to be known collectively as
"SUPERIOR  RIGHTS").  Tenant's  right  of  first offer shall be on the terms and
conditions set forth in this Section 32.

          (i)     Procedure  for Offer. Landlord shall notify Tenant (the "FIRST
                  --------------------
OFFER  NOTICE")  from  time to time when Landlord determines that Landlord shall
commence  the  marketing  of  any


                                      -29-
<PAGE>
First  Offer  Space because such space shall become available for lease to third
parties,  where  no  holder of a Superior Right desires to lease such space. The
First  Offer  Notice shall describe the space so offered to Tenant and shall set
forth  Landlord's  proposed economic terms and conditions applicable to Tenant's
lease  of  such  space (collectively, the "ECONOMIC TERMS"). Notwithstanding the
foregoing,  Landlord's  obligation  to  deliver the First Offer Notice shall not
apply  during  the  last nine (9) months of the initial Lease Term unless Tenant
has delivered an Interest Notice to Landlord pursuant to Section 30(1) above nor
shall  Landlord  be  obligated to deliver the First Offer Notice during the last
eight  (8)  months  of the initial Lease Term unless Tenant has timely delivered
Tenant's  Acceptance  to  Landlord  pursuant  to  Section  30(1)  above.

          (ii)      Procedure  for  Acceptance.  If  Tenant  wishes  to exercise
                    --------------------------
Tenant's  right  of first offer with respect to the space described in the First
Offer  Notice,  then  within  five (5) business days after delivery of the First
Offer  Notice  to  Tenant,  Tenant  shall deliver notice to Landlord of Tenant's
intention  to exercise its right of first offer with respect to the entire space
described  in  the First Offer Notice. If concurrently with Tenant's exercise of
the  first  offer  right,  Tenant  notifies Landlord that it does not accept the
Economic  Terms  set forth in the First Offer Notice, Landlord and Tenant shall,
for  a  period  of  fifteen (15) days after Tenant's exercise, negotiate in good
faith to reach agreement as to such Economic Terms. If Tenant does not so notify
Landlord that it does not accept the Economic Terms set forth in the First Offer
Notice  concurrently  with  Tenant's  exercise  of  the  first  offer right, the
Economic  Terms shall be as set forth in the First Offer Notice. In addition, if
Tenant  does  not exercise its right of first offer within the five (5) business
day  period, or, if Tenant exercises its first offer right but timely objects to
Landlord's  determination  of  the Economic Terms and if Landlord and Tenant are
unable  to  reach  agreement on such Economic Terms within said fifteen (15) day
period,  then  Landlord  shall be free to lease the space described in the First
Offer  Notice  to  anyone to whom Landlord desires on any terms Landlord desires
and  Tenant's  right  of first offer shall terminate as to the First Offer Space
described  in  the First Office Notice, Notwithstanding anything to the contrary
contained  herein, Tenant must elect to exercise its right of first offer, if at
all,  with  respect  to  all  of  the space offered by Landlord to Tenant at any
particular  time,  and  Tenant  may  not  elect to lease only a portion thereof.

          (iii)     Construction  of  First  Offer  Space. Tenant shall take the
                    -------------------------------------
First  Offer  Space  in  its  "as-is" condition, and Tenant shall be entitled to
construct  improvements  in  the  First  Offer  Space  in  accordance  with  the
provisions  of  Article  9  of  this  Lease.

          (iv)     Lease  of  First  Offer  Space.  If  Tenant  timely exercises
                   ------------------------------
Tenant's  right to lease the First Offer Space as set forth herein, Landlord and
Tenant  shall  execute  an amendment adding such First Offer Space to this Lease
upon  the  same  non-economic  terms and conditions as applicable to the initial
Premises,  and the economic terms and conditions as provided in this Section 32.
Tenant  shall  commence  payment of rent for the First Offer Space and the Lease
Term  of  the First Offer Space shall commence upon the date of delivery of such
space  to  Tenant.  The  Lease  Term  for  the  First  Offer  Space shall expire
co-terminously  with  Tenant's  lease  of  the  initial  Premises.

          (v)     No  Defaults. The rights contained in this Section 32 shall be
                  ------------
personal  to  the  Original  Tenant,  and  may only be exercised by the Original
Tenant  (and  not  any  assignee,  sublessee or other transferee of the Original
Tenant's  interest  in  this Lease) if Tenant occupies the entire Premises as of
the  date  of  the  First Offer Notice. Tenant shall not have the right to lease
First Offer Space as provided in this Section 32 if, as of the date of the First
Offer  Notice, or, at Landlord's option, as of the scheduled date of delivery of
such  First  Offer  Space  to  Tenant,  Tenant is in default under this Lease or
Tenant  has previously been in default under this Lease more than once. Original
Tenant  shall  include  PCMLLC  for  the  purposes  of  this  Article.


                                      -30-
<PAGE>
                                   ARTICLE 33
                                   ----------

                                     SIGNAGE
                                     -------

     Provided  Tenant  is not in default hereunder, Landlord, at Landlord's sole
cost  and  expense, shall provide Tenant or any Transferee with one (1) space on
the  lobby  directory  board  for  each 1,000 square feet of space leased at the
Project.

     IN WITNESS WHEREOF, the parties have executed this Lease, consisting of the
foregoing  provisions and Articles, including all exhibits and other attachments
referenced  therein,  as  of  the  date  first  above  written.

     "LANDLORD":                     ARDEN  REALTY  FINANCE  PARTNERSHIP,  L.P.,
                                     a  California  limited  partnership

                                     By:  ARDEN REALTY FINANCE, INC.,
                                          a  California  corporation
                                          Its: Sole Generation Partner

                                     By:  /s/  Victor J. Coleman
                                          --------------------------------------
                                          Victor  J.  Coleman
                                          Its:  President  and  COO

                                     By:  /s/  Robert C. Peddicord
                                          --------------------------------------
                                                Robert C. Peddicord
                                          Its:  Senior Vice President
                                                Leasing and Operations
                                              ----------------------------------


"TENANT":                            JAMES J. JOSEPH,  AS CHAPTER 11 TRUSTEE
                                     FOR PERFORMANCE CAPITAL MANAGEMENT,
                                     INC.,  a  California  corporation

                                     By:  /s/  James J. Joseph         10/26/01
                                          -------------------------------------
                                     Print  Name:  James J. Joseph
                                                 ------------------------------
                                            Title:  Trustee
                                                  -----------------------------

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


                                      -31-
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                                    PREMISES
                                    --------




                                   EXHIBIT "A"
                                   -----------

                                      -1-
<PAGE>



                                [GRAPHIC OMITTED]


                         PERFORMANCE CAPITAL MANAGEMENT
                         SUITE 400
                         222 S. HARBOR BLVD
                         ANAHEIM, CA


<PAGE>
                                   EXHIBIT "B"
                                   -----------

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


     1.     No  sign,  advertisement  or  notice  shall be displayed, printed or
affixed  on  or to the Premises or to the outside or inside of the Project or so
as  to  be visible from outside the Premises or Project without Landlord's prior
written  consent. Landlord shall have the right to remove any non-approved sign,
advertisement  or  notice,  without  notice to and at the expense of Tenant, and
Landlord  shall not be liable in damages for such removal. All approved signs or
lettering  on doors and walls shall be printed, painted, affixed or inscribed at
the  expense  of Tenant by Landlord or by a person selected by Landlord and in a
manner  and  style  acceptable  to  Landlord.

     2.     Tenant  shall  not  obtain  for  use  on  the  Premises ice, waxing,
cleaning,  interior  glass  polishing,  rubbish  removal, towel or other similar
services,  or accept barbering or bootblackening, or coffee cart services, milk,
soft  drinks  or  other  like  services  on  the  Premises,  except from persons
authorized by Landlord and at the hours and under regulations fixed by Landlord.

     3.     The  sidewalks,  halls,  passages,  exits,  entrances, elevators and
stairways  shall  not be obstructed by Tenant or used for any purpose other than
for  ingress  and egress from Tenant's Premises. Under no circumstances is trash
to  be  stored  in the corridors. Notice must be given to Landlord for any large
deliveries.   Furniture,  freight  and  other  large  or heavy articles, and all
other deliveries may be brought into the Project only at times and in the manner
designated  by  Landlord,  and  always at Tenant's sole responsibility and risk.
Landlord  may  impose  reasonable  charges for use of freight elevators after or
before  normal  business  hours.  All  damage  done  to the Project by moving or
maintaining such furniture, freight or articles shall be repaired by Landlord at
Tenant's  expense.  Tenant  shall  not  take  or permit to be taken in or out of
entrances  or  passenger  elevators  of the Project, any item normally taken, or
which  Landlord  otherwise  reasonably  requires  to be taken, in or out through
service doors or on freight elevators. Tenant shall move all supplies, furniture
and  equipment  as soon as received directly to the Premises, and shall move all
waste  that  is  at any time being taken from the Premises directly to the areas
designated  for  disposal.

     4.     Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not  be  used  for any purpose other than for which they were constructed and no
foreign  substance  of  any  kind  whatsoever  shall  be  thrown  therein.

     5.     Tenant  shall  not overload the floor of the Premises or mark, drive
nails,  screw  or  drill  into  the  partitions, ceilings or floor or in any way
deface  the  Premises.   Tenant  shall  not place typed, handwritten or computer
generated  signs in the corridors or any other common areas.   Should there be a
need  for  signage  additional to the Project standard tenant placard, a written
request  shall be made to Landlord to obtain approval prior to any installation.
All  costs  for  said  signage  shall  be  Tenant's  responsibility.

     6.     In no event shall Tenant place a load upon any floor of the Premises
or portion of any such flooring exceeding the floor load per square foot of area
for  which  such  floor is designed to carry and which is allowed by law, or any
machinery  or equipment which shall cause excessive vibration to the Premises or
noticeable  vibration  to  any  other part of the Project. Prior to bringing any
heavy  safes,  vaults,  large  computers  or  similarly heavy equipment into the
Project,  Tenant  shall inform Landlord in writing of the dimensions and weights
thereof  and  shall  obtain  Landlord's  consent thereto. Such consent shall not
constitute  a  representation  or  warranty  by Landlord that the safe, vault or
other  equipment  complies,  with  regard  to  distribution  of  weight  and/or
vibration,  with  the  provisions  of  this  Rule  6  nor  relieve  Tenant  from
responsibility  for  the  consequences of such noncompliance, and any such safe,
vault  or  other  equipment  which Landlord determines to constitute a danger of
damage  to  the  Project  or  a  nuisance  to  other tenants, either alone or in
combination  with  other  heavy and/or vibrating objects and equipment, shall be
promptly  removed by Tenant, at Tenant's cost, upon Landlord's written notice of
such  determination  and  demand  for  removal  thereof.


                                  EXHIBIT "B"
                                  -----------

                                      -1-
<PAGE>
     7.     Tenant  shall  not  use  or  keep  in  the  Premises  or Project any
kerosene,  gasoline  or inflammable, explosive or combustible fluid or material,
or  use  any  method  of heating or air-conditioning other than that supplied by
Landlord.

     8.     Tenant  shall  not lay linoleum, tile, carpet or other similar floor
covering  so  that the same shall be affixed to the floor of the Premises in any
manner  except  as  approved by  Landlord,

     9.     Tenant  shall  not  install  or  use  any blinds, shades, awnings or
screens  in connection with any window or door of the Premises and shall not use
any  drape  or  window covering facing any exterior glass surface other than the
standard  drapes,  blinds  or  other  window  covering  established by Landlord.

     10.     Tenant  shall  cooperate  with  Landlord  in  obtaining  maximum
effectiveness  of  the cooling system by closing window coverings when the sun's
rays  fall  directly  on  windows  of the Premises.   Tenant shall not obstruct,
alter,  or  in  any  way  impair  the efficient operation of Landlord's heating,
ventilating  and  air-conditioning  system.   Tenant  shall  not  tamper with or
change  the  setting  of  any  thermostats  or  control  valves.

     11.     The Premises shall not be used for manufacturing or for the storage
of  merchandise except as such storage may be incidental to the permitted use of
the Premises. Tenant shall not, without Landlord's prior written consent, occupy
or permit any portion of the Premises to be occupied or used for the manufacture
or sale of liquor or tobacco in any form, or a barber or manicure shop, or as an
employment  bureau.   The  Premises shall not be used for lodging or sleeping or
for  any  improper,  objectionable  or  immoral  purpose.  No  auction  shall be
conducted  on  the  Premises.

     12.     Tenant  shall  not  make,  or  permit  to  be made, any unseemly or
disturbing  noises,  or  disturb  or  interfere  with  occupants  of  Project or
neighboring buildings or premises or those having business with it by the use of
any  musical  instrument,  radio,  phonographs or unusual noise, or in any other
way.

     13.     No  bicycles, vehicles or animals of any kind shall be brought into
or  kept  in or about the Premises, and no cooking shall be done or permitted by
any  tenant  in  the  Premises,  except that the preparation of coffee, tea, hot
chocolate  and  similar items for tenants, their employees and visitors shall be
permitted.   No  tenant shall cause or permit any unusual or objectionable odors
to  be  produced in or permeate from or throughout the Premises.   The foregoing
notwithstanding,  Tenant  shall  have  the  right to use a microwave and to heat
microwavable  items  typically  heated  in  an  office. No hot plates, toasters,
toaster  ovens  or  similar open element cooking apparatus shall be permitted in
the  Premises.

     14.     The  sashes,  sash doors, skylights, windows and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Project shall not be covered or obstructed by any tenant, nor shall any bottles,
parcels  or  other  articles  be  placed  on  the  window  sills.

     15.     No  additional  locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanisms thereof unless Landlord is first notified thereof, gives
written  approval,  and is furnished a key therefor.  Each tenant must, upon the
termination  of  his tenancy, give to Landlord all keys and key cards of stores,
offices,  or toilets or toilet rooms, either furnished to, or otherwise procured
by,  such  tenant,  and  in the event of the loss of any keys so furnished, such
tenant shall pay Landlord the cost of replacing the same or of changing the lock
or  locks  opened  by  such lost key if Landlord shall deem it necessary to make
such  change.  If  more  than  two  keys for one lock are desired, Landlord will
provide them upon payment therefor by Tenant. Tenant shall not key or re-key any
locks.  All  locks  shall be keyed by Landlord's locksmith only. Notwithstanding
anything  to the contrary in this Paragraph 15, it is acknowledged and agreed by
Landlord, that Tenant shall be permitted, at Tenant's sole cost and expense, the
installation  and  maintenance of an electronic access system through a national
security  company,  such  as  ADT,  shall  not  violate or be prohibited by this
Paragraph  15; provided, however, Landlord shall be provided with any codes, key
cards,  etc. which may be necessary to afford Landlord access to the Premises as
required  by  this  Lease.


                                  EXHIBIT "B"
                                  -----------

                                      -2-
<PAGE>
     16.     Landlord  shall  have  the right to prohibit any advertising by any
tenant  which,  in  Landlord's  opinion,  tends  to impair the reputation of the
Project  or  its desirability as an office building and upon written notice from
Landlord  any  tenant  shall  refrain  from  and  discontinue  such advertising.

     17.     Landlord reserves the right to control access to the Project by all
persons  after reasonable hours of generally recognized business days and at all
hours  on  Sundays and legal holidays and may at all times control access to the
equipment  areas  of  the  Project  outside the Premises.   Each tenant shall be
responsible for all persons for whom it requests after hours access and shall be
liable  to  Landlord for all acts of such persons. Landlord shall have the right
from  time  to  time  to  establish  reasonable  rules and charges pertaining to
freight  elevator  usage, including the allocation and reservation of such usage
for  tenants'  initial move-in to their premises, and final departure therefrom,
Landlord  may  also establish from time to time reasonable rules and charges for
accessing the equipment areas of the Project, including the risers, rooftops and
telephone  closets.

     18.     Any  person  employed  by  any  tenant to do janitorial work shall,
while  in  the  Project and outside of the Premises, be subject to and under the
control  and  direction  of  the  Office  of  the  Project  or  its  designated
representative  such  as  security  personnel (but not as an agent or servant of
Landlord,  and  the  Tenant  shall be responsible for all acts of such persons).

     19.     All  doors  opening  on  to  public corridors shall be kept closed,
except  when  being  used  for  ingress and egress.   Tenant shall cooperate and
comply  with  any  reasonable safety or security programs, including fire drills
and air raid drills, and the appointment of "fire wardens" developed by Landlord
for  the Project, or required by law.    Before leaving the Premises unattended,
Tenant  shall  close  and securely lock all doors or other means of entry to the
Premises and shut off all lights and water faucets in the Premises.

     20.     The  requirements  of  tenants  will  be  attended  to  only  upon
application to the Office of the Project.

     21.     Canvassing,  soliciting  and peddling in the Project are prohibited
and each tenant shall cooperate to prevent the same.

     22.     All  office  equipment of any electrical or mechanical nature shall
be placed by tenants in the Premises in settings approved by Landlord, to absorb
or  prevent  any  vibration,  noise  or  annoyance.

     23.     No  air-conditioning  unit  or  other  similar  apparatus  shall be
installed  or  used by any tenant without the prior written consent of Landlord.
Tenant  shall  pay  the cost of all electricity used for air-conditioning in the
Premises  if  such  electrical  consumption  exceeds normal office requirements,
regardless  of  whether  additional  apparatus  is  installed  pursuant  to  the
preceding  sentence.

     24.     There shall not be used in any space, or in the public halls of the
Project,  either  by any tenant or others, any hand trucks except those equipped
with  rubber  tires  and  side  guards.

     25.     All electrical ceiling fixtures hung in offices or spaces along the
perimeter  of  the Project must be fluorescent and/or of a quality, type, design
and  bulb color approved by Landlord. Tenant shall not permit the consumption in
the Premises of more than 2 1/2 watts per net usable square foot in the Premises
in  respect  of  office  lighting nor shall Tenant permit the consumption in the
Premises  of  more  than  1 1/2 watts per net usable square foot of space in the
Premises  in respect of the power outlets therein, at any one time. In the event
that  such  limits are exceeded, Landlord shall have the right to require Tenant
to  remove  lighting fixtures and equipment and/or to charge Tenant for the cost
of  the  additional  electricity  consumed.

     26.     Parking.
             -------

          (a)     Project  parking  facility  hours  for  Tenant, its employees,
invitees  and  guests,  shall  be 4:30 a.m. to 8:30 p.m., Monday through Friday,
4:30  a.m. to 12:30 p.m. on Saturdays, and closed on  Sundays, state and federal
holidays excepted, as such hours may be revised from time to time by Landlord.
          (b)     Automobiles  must be parked entirely within the stall lines on
the  floor.


                                  EXHIBIT "B"
                                  -----------

                                      -3-
<PAGE>
          (c)      All  directional  signs  and  arrows  must  be  observed.
          (d)      The  speed  limit  shall  be  5  miles  per  hour.
          (e)      Parking  is  prohibited  in  areas  not  striped for parking.
          (f)      Parking  cards  or any other device or form of identification
supplied by Landlord (or its operator) shall remain the property of Landlord (or
its  operator).  Such  parking  identification  device  must  be  displayed  as
requested  and  may  not  be  mutilated  in any manner. The serial number of the
parking  identification  device  may  not  be  obliterated.  Devices  are  not
transferable  or  assignable and any device in the possession of an unauthorized
holder  will  be  void.   There  will  be  a replacement charge to the Tenant or
person  designated by Tenant of $25.00 for loss of any parking card. There shall
be  a  security  deposit  of  S25.00 due at issuance for each card key issued to
Tenant
          (g)     The  monthly  rate  for  parking  is  payable one (1) month in
advance  and must be paid by the third business day of each month. Failure to do
so  will  automatically cancel parking privileges and a charge at the prevailing
daily rate will be due.   No deductions or allowances from the monthly rate will
be  made  for  days  parker  does  not  use  the  parking  facilities.
          (h)  Tenant  may validate visitor parking by such method or methods as
the  Landlord  may  approve,  at the validation rate from time to time generally
applicable  to  visitor  parking.
          (i)  Landlord  (and  its operator) may refuse to permit any person who
violates  the  within  rules  to  park  in the Project parking facility, and any
violation  of the rules shall subject the automobile to removal from the Project
parking facility at the Parker's expense. In either of said events, Landlord (or
its operator) shall refund a prorata portion of the current monthly parking rate
and the sticker or any other form of identification supplied by Landlord (or its
operator)  will  be  returned  to  Landlord  (or  its  operator).
          (j) Project parking facility managers or attendants are not authorized
to  make  or  allow  any  exceptions  to  these  Rules  and  Regulations.
          (k)  All  responsibility  for any loss or damage to automobiles or any
personal  property  therein  is  assumed  by  the  parker.
          (l)  Loss  or theft of parking identification devices from automobiles
must be reported to the Project parking facility manager immediately, and a lost
or  stolen  report  must  be  filed  by  the  parker  at  that  time.
          (m)  The  parking  facilities  are for the sole purpose of parking one
automobile  per space. Washing, waxing, cleaning or servicing of any vehicles by
the  parker  or  his  agents  is  prohibited.
          (n)  Landlord  (and  its  operator)  reserves  the right to refuse the
issuance  of  monthly  stickers  or  other parking identification devices to any
Tenant  and/or  its  employees  who  refuse  to  comply with the above Rules and
Regulations  and  all  City,  State  or  Federal ordinances, laws or agreements.
          (o)       Tenant agrees to acquaint all employees with these Rules and
Regulations.
          (p)  No  vehicle shall be stored in the Project parking facility for a
period  of  more  than  one  (1)  week.

     27.     The Project is a non-smoking Project.   Smoking or carrying lighted
cigars  or cigarettes in the Premises or the Project, including the elevators in
the  Project,  is  prohibited.


                                  EXHIBIT "B"
                                  -----------

                                      -4-
<PAGE>
                                   EXHIBIT"C"
                                   ----------

                           NOTICE OF LEASE TERM DATES
                        AND TENANT'S PROPORTIONATE SHARE
                        --------------------------------

TO:  _______________________________           DATE:________________________
     _______________________________
     _______________________________

RE:  Lease dated October 24, 2001, between ARDEN REALTY FINANCE PARTNERSHIP,
     L.P. ("LANDLORD"), and JAMES J. JOSEPH, AS CHAPTER 11 TRUSTEE FOR
     PERFORMANCE CAPITAL MANAGEMENT, INC., for Suite 400, located at Anaheim
     City Centre, 222 Harbor Boulevard, Anaheim, California.

Ladies  and  Gentlemen:

     In  accordance with the Lease, Landlord wishes to advise and/or confirm the
following:

          1.     That  the Premises have been accepted herewith by the Tenant as
being  substantially  complete in accordance with the Lease and that there is no
deficiency  in  construction.

          2.     That  the  Tenant  has  taken  possession  of  the Premises and
acknowledges that under the provisions of the Lease the Term of said Lease shall
commence  as  of  ____________for  a  term  of  five  (5)  years  ending
on________________________.

          3.     That  in  accordance  with the Lease, Basic Rental commenced to
accrue  on________________________.

          4.     If  the  Commencement Date of the Lease is other than the first
day  of  the  month,  the  first billing will contain a prorata adjustment. Each
billing  thereafter  shall  be for the full amount of the monthly installment as
provided  for  in  said  Lease.

          5.     Rent is due and payable in advance on the first day of each and
every  month  during  the  Term  of  said Lease. Your rent checks should be made
payable  to  Landlord  at________________________.

          6.     The  exact  number  of rentable square feet within the Premises
is  13,988  square  feet.

          7.     Tenant's  Proportionate Share, as adjusted based upon the exact
number of rentable square feet within the Premises is 7.98%.


AGREED  AND  ACCEPTED:

TENANT:

JAMES J. JOSEPH, AS CHAPTER 11 TRUSTEE FOR
PERFORMANCE CAPITAL MANAGEMENT, INC.,
a California corporation

By:
   --------------------------------------
   Its:
       ----------------------------------


                                  EXHIBIT "C"
                                  -----------

<PAGE>
                                   EXHIBIT "D"
                                   -----------

                               TENANT WORK LETTER
                               ------------------

     This  Tenant  Work Letter shall set forth the terms and conditions relating
to  the  renovation of the tenant improvements in the Premises. This Tenant Work
Letter  is essentially organized chronologically and addresses the issues of the
renovation  of  the  Premises,  in  sequence,  as  such  issues  will  arise.

                                    SECTION 1
                                    ---------

                 LANDLORD'S INITIAL CONSTRUCTION IN THE PREMISES
                 -----------------------------------------------

     Landlord has constructed, at its sole cost and expense, the base, shell and
core  (i)  of  the  Premises,  and (ii) of the floor of the Project on which the
Premises  is  located  (collectively,  the  "BASE,  SHELL AND CORE"). Tenant has
inspected  and  hereby  approves  the condition of the Base, Shell and Core, and
agrees that the Base, Shell and Core shall be delivered to Tenant in its current
"as-is"  condition.  The improvements to  be initially installed in the Premises
shall be designed and constructed pursuant to this Tenant Work Letter. Any costs
of  initial design and construction of any improvements to the Premises shall be
an  "Improvement Allowance Item", as that term is defined in Section 2.2 of this
Tenant  Work  Letter.

                                    SECTION 2
                                    ---------

                                  IMPROVEMENTS
                                  ------------

     2.1     Improvement  Allowance.   Tenant  shall  be  entitled to a one-time
             ----------------------
improvement  allowance (the "IMPROVEMENT ALLOWANCE") in the amount of $94,333.45
for  the  costs  relating  to  the  initial  design and construction of Tenant's
improvements which are permanently affixed to the Premises (the "IMPROVEMENTS").
In  no  event shall Landlord be obligated to make disbursements pursuant to this
Tenant Work Letter in a total amount which exceeds the Improvement Allowance and
in no event shall Tenant be entitled to any credit for any unused portion of the
Improvement  Allowance  not  used  by  Tenant  by  February  28,  2002.

     2.2     Disbursement  of  the  Improvement Allowance.   Except as otherwise
             --------------------------------------------
set  forth  in  this  Tenant  Work  Letter,  the  Improvement Allowance shall be
disbursed  by  Landlord  (each  of which disbursements shall be made pursuant to
Landlord's  disbursement  process)  for costs related to the construction of the
Improvements  and  for  the  following  items  and  costs  (collectively,  the
"IMPROVEMENT  ALLOWANCE  ITEMS"): (i) payment of the fees of the "Architect" and
the  "Engineers,"  as those terms are defined in Section 3.1 of this Tenant Work
Letter,  and  payment  of  the  fees  incurred by, and the cost of documents and
materials  supplied  by,  Landlord and Landlord's consultants in connection with
the  preparation  and  review  of  the  "Construction Drawings," as that term is
defined  in  Section  3.1  of this Tenant Work Letter; (ii) the cost of permits;
(iii)  the  cost  of  any  changes  in  the Base, Shell and Core required by the
Construction Drawings; (iv) the cost of any changes to the Construction Drawings
or  Improvements required by applicable building codes (the "CODE"); and (v) the
"Landlord  Coordination  Fee",  as that term is defined in Section 4.3.2 of this
Tenant  Work  Letter.  However,  in  no  event  shall more than Three and 00/100
Dollars  ($3.00) per usable square foot of the Improvement Allowance be used for
the  aggregate  cost  of  items  described in (i) and (ii) above; any additional
amount  incurred as a result of (i) and (ii) above shall be deemed to constitute
an  Over-Allowance  Amount.

     2.3     Standard  Improvement  Package.   Landlord  has  established
             -------------------------------
specifications  (the "SPECIFICATIONS") for the Project standard components to be
used  in the construction of the Improvements in the Premises (collectively, the
"STANDARD  IMPROVEMENT  PACKAGE"),  which  Specifications  are  available  upon
request.  The  quality  of  Improvements shall be equal to or of greater quality
than  the  quality  of  the  Specifications,  provided  that  Landlord  may,  at
Landlord's  option,  require  the  Improvements  to  comply  with  certain
Specifications.


                                   EXHIBIT "D"
                                   -----------

                                      -1-
<PAGE>
                                    SECTION 3
                                    ---------

                              CONSTRUCTION DRAWINGS
                              ---------------------

     3.1     Selection of Architect/Construction Drawings.  Tenant shall  retain
             --------------------------------------------
an  architect/space  planner designated by Landlord (the "ARCHITECT") to prepare
the "Construction Drawings," as that term is defined in this Section 3.1. Tenant
shall  also  retain  the  engineering  consultants  designated  by Landlord (the
"ENGINEERS")  to  prepare all plans and engineering working drawings relating to
the  structural,  mechanical,  electrical, plumbing, HVAC and lifesafety work of
the  Tenant Improvements. The plans and drawings to be prepared by Architect and
the  Engineers  hereunder  shall  be  known  collectively  as  the "CONSTRUCTION
DRAWINGS."  All  Construction  Drawings shall comply with the drawing format and
specifications  as  reasonably  determined  by Landlord, and shall be subject to
Landlord's reasonable approval. Tenant and Architect shall verify, in the field,
the  dimensions  and  conditions  as  shown on the relevant portions of the base
building  plans,  and  Tenant  and Architect shall be solely responsible for the
same,  and  Landlord  shall  have  no  responsibility  in  connection therewith.
Landlord's  review  of the Construction Drawings as set forth in this Section 3,
shall be for its sole purpose and shall not imply Landlord's review of the same,
or obligate Landlord to review the same, for quality, design, Code compliance or
other  like matters. Accordingly, notwithstanding that any Construction Drawings
are  reviewed  by  Landlord  or  its  space  planner,  architect,  engineers and
consultants,  and notwithstanding any advice or assistance which may be rendered
to  Tenant  by  Landlord  or Landlord's space planner, architect, engineers, and
consultants, Landlord shall have no liability whatsoever in connection therewith
and  shall  not  be  responsible  for  any  omissions or errors contained in the
Construction  Drawings.

     3.2     Final  Space  Plan.  On or before the date set forth in Schedule 1,
             ------------------
attached hereto, Tenant and the Architect shall prepare the final space plan for
Improvements in the Premises (collectively, the "FINAL SPACE PLAN"), which Final
Space  Plan  shall  include  a  layout and designation of all offices, rooms and
other  partitioning,  their intended use, and equipment to be contained therein,
and shall deliver the Final Space Plan to Landlord for Landlord's approval.

     3.3     Final Working Drawings. On or before the date set forth in Schedule
             ----------------------
1,  Tenant, the Architect and the Engineers shall complete the architectural and
engineering  drawings  for  the  Premises,  and  the final architectural working
drawings  in a form which is complete to allow subcontractors to bid on the work
and  to  obtain  all  applicable  permits  (collectively,  the  "FINAL  WORKING
DRAWINGS") and shall submit the same to Landlord for Landlord's approval.

     3.4     Permits.   The Final Working Drawings shall be approved by Landlord
             -------
(the  "APPROVED WORKING DRAWINGS") prior to the commencement of the construction
of  the Improvements. Tenant shall cause the Architect to immediately submit the
Approved  Working  Drawings  to  the  appropriate  municipal authorities for all
applicable  building  permits  necessary  to allow "Contractor," as that term is
defined  in  Section 4.1, below, to commence and fully complete the construction
of the Improvements (the "PERMITS"). No changes, modifications or alterations in
the  Approved  Working Drawings may be made without the prior written consent of
Landlord,  which  consent  shall  not  be  unreasonably  withheld.

     3.5     Time  Deadlines.    Tenant  shall  use its best efforts and all due
             ---------------
diligence  to  cooperate  with  the  Architect,  the  Engineers, and Landlord to
complete  all phases of the Construction Drawings and the permitting process and
to receive the permits, and with Contractor for approval of the "Cost Proposal,"
as  that  term  is defined in Section 4.2 of this Tenant Work Letter, as soon as
possible  after the execution of the Lease, and, in that regard, shall meet with
Landlord  on a scheduled basis to be determined by Landlord, to discuss Tenant's
progress  in  connection  with  the same.   The applicable dates for approval of
items,  plans  and drawings as described in this Section 3, Section 4 below, and
in this Tenant Work Letter are set forth and further elaborated upon in Schedule
1 (the "TIME DEADLINES"), attached hereto. Tenant agrees to comply with the Time
Deadlines.

                                    SECTION 4
                                    ---------

                        CONSTRUCTION OF THE IMPROVEMENTS
                        --------------------------------

     4.1     Contractor.   The contractor which shall construct the Improvements
             ----------
shall  be  a  contractor selected pursuant to the following procedure. The Final
Working  Drawings  shall  be


                                   EXHIBIT "D"
                                   -----------

                                      -2-
<PAGE>
submitted  by  Landlord  to  three (3) general contractors: one (1) such general
contractor shall be selected by Landlord and the other general contractors shall
be  selected  by  Tenant  on  or  before the date the Final Working Drawings are
approved by Landlord and Tenant and which contractor so selected by Tenant shall
be  subject to Landlord's reasonable approval. Each such contractor shall submit
a  sealed,  fixed  price  contract  bid  (on  such  bid  form  as Landlord shall
designate)  to  construct the Improvements. Each contractor shall be notified in
the  bid  package of the time schedule for construction of the Improvements. The
subcontractors  utilized  by  the  contractor  shall  be  subject  to Landlord's
reasonable  approval  and the bidding instructions shall provide that as to work
affecting  the  structure of the Project and/or the systems and equipment of the
Project,  Landlord  shall  be entitled to designate the subcontractors. The bids
shall  be  submitted promptly to Landlord as a reconciliation shall be performed
by  Landlord to adjust inconsistent or incorrect assumptions so that a like-kind
comparison  can  be  made and a low bidder determined. Landlord shall select the
contractor who shall be the lowest bidder and who states that it will be able to
meet  Landlord's  construction schedule. The contractor selected may be referred
to  herein  as  the  "CONTRACTOR".

     4.2     Cost  Proposal.   After the Approved Working Drawings are signed by
             --------------
Landlord  and  Tenant,  Landlord  shall  provide  Tenant with a cost proposal in
accordance  with  the  Approved  Working  Drawings,  which  cost  proposal shall
include,  as  nearly as possible, the cost of all Improvement Allowance Items to
be  incurred  by  Tenant in connection with the construction of the improvements
(the  "COST  PROPOSAL").  Tenant  shall approve and deliver the Cost Proposal to
Landlord  within  three  (3)  business days of the receipt of the same, and upon
receipt  of  the  same  by  Landlord,  Landlord  shall  be released by Tenant to
purchase  the  items  set  forth  in  the  Cost  Proposal  and  to  commence the
construction  relating  to such items. The date by which Tenant must approve and
deliver  the  Cost  Proposal  to  Landlord shall be known hereafter as the "COST
PROPOSAL  DELIVERY  DATE".

     4.3     Construction  of  Improvements by Contractor under the Coordination
             -------------------------------------------------------------------
of  Landlord.
------------

          4.3.1     Over-Allowance Amount.  On  the Cost Proposal Delivery Date,
                    ---------------------
Tenant  shall  deliver to Landlord an amount (the "OVER-ALLOWANCE AMOUNT") equal
to  the  difference  between  (i)  the  amount of the Cost Proposal and (ii) the
amount  of the Improvement Allowance (less any portion thereof already disbursed
by  Landlord, or in the process of being disbursed by Landlord, on or before the
Cost  Proposal  Delivery  Date). The Over-Allowance Amount shall be disbursed by
Landlord  prior  to  the  disbursement  of  any  then  remaining  portion of the
Improvement  Allowance,  and  such  disbursement  shall  be pursuant to the same
procedure  as  the  Improvement  Allowance.  In  the  event that, after the Cost
Proposal  Delivery  Date, any revisions, changes, or substitutions shall be made
to  the  Construction  Drawings  or the Improvements, any additional costs which
arise  in  connection with such revisions, changes or substitutions or any other
additional costs shall be paid by Tenant to Landlord immediately upon Landlord's
request  as  an  addition  to  the  Over-Allowance  Amount.

          4.3.2     Landlord's  Retention  of  Contractor.   Landlord  shall
                    -------------------------------------
independently  retain  Contractor,  on  behalf  of  Tenant,  to  construct  the
Improvements  in  accordance  with  the  Approved  Working Drawings and the Cost
Proposal  and  Landlord  shall  coordinate  the  construction by Contractor, and
Tenant  shall  pay  a  construction coordination fee (the "LANDLORD COORDINATION
FEE") to Landlord in an amount equal to the product of (i) five percent (5%) and
(ii) an amount equal to the Improvement Allowance plus the Over-Allowance Amount
(as such Over-Allowance Amount may increase pursuant to the terms of this Tenant
Work  Letter).

                                    SECTION 5
                                    ---------

                         COMPLETION OF THE IMPROVEMENTS
                         ------------------------------

     5.1     Substantial  Completion.  For  purposes of this Lease, "SUBSTANTIAL
             -----------------------
COMPLETION"  of the Improvements in the Premises shall occur upon the completion
of  construction  of  the  Improvements in the Premises pursuant to the Approved
Working  Drawings,  with  the  exception  of any punch list items and any tenant
fixtures,  work-stations,  built-in  furniture,  or equipment to be installed by
Tenant.

     5.2     Delay  of  the  Substantial  Completion of the Premises.  Except as
             -------------------------------------------------------
provided in this Section 5, the Commencement Date and Tenant's obligation to pay
rent for the Premises shall occur as set forth in the Lease.   However, if there
shall  be  a  delay  or  there  are  delays  in  the


                                   EXHIBIT "D"
                                   -----------

                                      -3-
<PAGE>
Substantial  Completion  of  the Improvements in the Premises as a result of the
following  (collectively,  "TENANT  DELAYS"):

          5.2.1     Tenant's failure to comply with the Time Deadlines;

          5.2.2     Tenant's  failure  to  timely  approve  any matter requiring
Tenant's approval;

          5.2.3     A breach by Tenant of the terms of this Tenant Work Letter
or the Lease;

          5.2.4     Changes  in  any  of  the  Construction  Drawings  after
disapproval  of the same by Landlord or because the same do not comply with Code
or  other  applicable  laws;

          5.2.5     Tenant's  request  for  changes  in  the  Approved  Working
Drawings;

          5.2.6     Tenant's requirement for materials, components, finishes  or
improvements which are not available in a commercially reasonable time given the
anticipated  date of Substantial Completion of the Improvements in the Premises,
or  which  are  different  from,  or  not  included in, the Standard Improvement
Package;

          5.2.7     Changes to the Base, Shell and Core required by the Approved
Working  Drawings;  or

          5.2.8     Any other acts or omissions  of  Tenant,  or  its agents, or
employees;

then,  notwithstanding  anything  to the contrary set forth in the Lease or this
Tenant  Work  Letter  and  regardless  of  the  actual  date  of the Substantial
Completion  of  Improvements in the Premises, the date of Substantial Completion
thereof  shall  be  deemed to be the date that Substantial Completion would have
occurred  if  no  Tenant  Delay  or  Delays,  as  set forth above, had occurred.

                                    SECTION 6
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     6.1     Tenant's  Representative.  Tenant  has designated Ken Roelke as its
             ------------------------
sole  representative  with  respect to the matters set forth in this Tenant Work
Letter,  who,  until  further  notice to Landlord, shall have full authority and
responsibility  to  act  on behalf of the Tenant as required in this Tenant Work
Letter.

     6.2     Landlord's Representative.  Prior  to  commencement of construction
             -------------------------
of  Improvements,  Landlord shall designate a representative with respect to the
matters  set  forth  in  this  Tenant  Work Letter, who, until further notice to
Tenant,  shall  have  full  authority and responsibility to act on behalf of the
Landlord  as  required  in  this  Tenant  Work  Letter.

     6.3     Time  of  the  Essence in This Tenant Work Letter. Unless otherwise
             -------------------------------------------------
indicated,  all  references herein to a "number of days" shall mean and refer to
calendar  days.


                                   EXHIBIT "D"
                                   -----------

                                      -4-
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                 TIME DEADLINES
                                 --------------

              Dates                         Actions  to  be  Performed
              -----                         --------------------------

A.   Completed                       Tenant to deliver Final Space Plan to
                                     Landlord.

B.   Completed                       Tenant to deliver Final Working Drawings
                                     to Landlord.

C.   Three (3) business days after   Tenant to approve Cost Proposal and deliver
     the receipt of the Cost         Cost Proposal to Landlord.
     Proposal by Tenant.



                                   SCHEDULE 1
                                   ----------

                                      -1-
<PAGE>