STANDARD SUBLEASE
                (Short-form to be used with post 1995 AIR leases)

          1. Parties.  This Sublease,  dated, for reference  purposes only, June
16, 1998, is made by and between Q.E.P.  Company,  Inc., a New York  corporation
("Sublessor") and Advanced Aerodynamics & Structures, Inc. ("Sublessee").

         2.  Premises.  Sublessor  hereby  subleases to Sublessee  and Sublessee
hereby subleases from Sublessor for the term, at the rental, and upon all of the
conditions  set  forth  herein,  that  certain  real  property,   including  all
improvements  therein,  and  commonly  known by the  street  address of 20535 S.
Belshaw  Av!.  located in the County of Los  Angeles,  State of  California  and
generally   described  as  (describe   briefly  the  nature  of  the   property)
approximately  16,000  square  feet  portion  of a  larger  29,227  square  feet
freestanding  C.T.U.  industrial  building  as  depicted  in Exhibit  "2" herein
("Premises").

         3. Term.

             3.1 Term.  The term of this  Sublease  shall be for  month-to-month
commencing on July 6, 1998 and ending on 90 days prior written  notice by either
party unless sooner terminated pursuant to any provision hereof.

             3.2  Delay  in  Commencement.  Sublessor  agrees  to use  its  best
commercially  reasonable  efforts to deliver  possession  of the Premises by the
commencement  date.  If,  despite said  efforts,  Sublessor is unable to deliver
possession  as agreed,  the rights and  obligations  of Sublessor  and Sublessee
shall be as set forth in  Paragraph  3.3 of the  Master  Lease (as  modified  by
Paragraph 7.3 of this Sublease).

         4. Rent.

             4.1 Base Rent.  Sublessee  shall pay to  Sublessor as Base Rent for
the Premises equal monthly payments of $5,120.00 in advance,  on the first (1st)
day of each month of the term hereof.  Sublessee  shall pay  Sublessor  upon the
execution  hereof  $7,339.00  as Base  Rent for July  1998  rent of  ($5,120.00)
starting on July 6, 1998.  Base Rent for any period during the term hereof which
is for  less  than  one  month  shall  be a pro  rata  portion  of  the  monthly
installment.

             4.2  Rent  Defined.   All  monetary  obligations  of  Sublessee  to
Sublessor under the terms of this Sublease (except for the Security Deposit) are
deemed to be rent ("Rent").  Rent shall be payable in lawful money of the United
States to Sublessor at the address  stated herein or to such other persons or at
such other places as Sublessor may designate in writing.

         5.  Security  Deposit.  Sublessee  shall  deposit with  Sublessor  upon
execution hereof $5,120.00 as security for Sublessee's  faithful  performance of
Sublessee's  obligations hereunder.  The rights and obligations of Sublessor and
Sublessee as to said  Security  Deposit  shall be as set forth in Paragraph 5 of
the Master Lease (as modified by Paragraph 7.3 of this Sublease).

         6. Use.

             6.1 Agreed Use.  The Premises  shall be used and occupied  only for
warehousing  and assembly of plaster  molds,  lay-up of small aircraft parts and
related lawful uses and for no other purpose.

                                       1
<PAGE>

             6.2  Compliance.  Sublessor  warrants that the  improvements on the
Premises  comply with all  applicable  covenants or  restrictions  of record and
applicable   building   codes,    regulations   and   ordinances    ("Applicable
Requirements") in effect on the commencement  date. Said warranty does not apply
to the use to which  Sublessee  will put the Premises or to any  alterations  or
utility  installations  made or to be  made by  Sublessee.  NOTE:  Sublessee  is
responsible  for  determining  whether or not the zoning is appropriate  for its
intended use, and  acknowledges  that past uses of the Premises may no longer be
allowed. If the Premises do not comply with said warranty,  or in the event that
the Applicable Requirements are hereafter changed, the rights and obligations of
Sublessor  and  Sublessee  shall be as provided in  Paragraph  2.3 of the Master
Lease (as modified by Paragraph 7.3 of this Sublease).

         6.3 Acceptance of Premises and Lessee. Sublessee acknowledges that:

                (a) it has been  advised  by  Brokers  to  satisfy  itself  with
respect to the  condition  of the  Premises  (including  but not  limited to the
electrical,  HVAC and fire sprinkler systems,  security,  environmental aspects,
and  compliance  with  Applicable  Requirements),   and  their  suitability  for
Sublessee's intended use,

                (b) Sublessee has made such  investigation as it deems necessary
with  reference to such matters and assumes all  responsibility  therefor as the
same relate to its occupancy of the Premises, and

                (c) neither  Sublessor,  Sublessor's  agents, nor any Broker has
made any oral or written  representations  or  warranties  with  respect to said
matters other than as set forth in this Sublease.

         In addition, Sublessor acknowledges that:

             (a)  Broker has made no  representations,  promises  or  warranties
concerning  Sublessee's  ability to honor the Sublease or  suitability to occupy
the Premises, and

             (b)  it is  Sublessor's  sole  responsibility  to  investigate  the
financial capability and/or suitability of all proposed tenants.

         7. Master Lease.

             7.1  Sublessor  is the lessee of the Premises by virtue of a lease,
hereinafter  the  "Master  Lease",  a copy of which is  attached  hereto  marked
Exhibit 1, wherein  JMB/Pennsylvania  Associates  - IV L.P., a Delaware  Limited
Partnership is the lessor, hereinafter the "Master Lessor".

             7.2  This  Sublease  is and  shall  be at  all  times  subject  and
subordinate to the Master Lease.

             7.3 The terms,  conditions and respective  obligations of Sublessor
and  Sublessee  to each  other  under  this  Sublease  shall  be the  terms  and
conditions  of the Master Lease except for those  provisions of the Master Lease
which are  directly  contradicted  by this  Sublease in which event the terms of
this Sublease document shall control over the Master Lease.  Therefore,  for the
purposes of this  Sublease,  wherever in the Master  Lease the word  "Lessor" is
used it shall be deemed to mean the Sublessor  herein and wherever in the Master
Lease the word "Lessee" is used it shall be deemed to mean the Sublessor herein.

                                       2
<PAGE>

             7.4 During the term of this Sublease and for all periods subsequent
for  obligations  which have arisen prior to the  termination  of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the  benefit  of  Sublessor  and Master  Lessor,  each and every  obligation  of
Sublessor under the Master Lease except for the following  paragraphs  which are
excluded therefrom: ------------------------------------------------------------
-------------------------------------------------.

             7.5 The obligations  that Sublessee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations  that  Sublessee  has not  assumed  under  paragraph  7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".

             7.6  Sublessee  shall hold  Sublessor  free and  harmless  from all
liability,  judgments,  costs, damages, claims or demands,  including reasonable
attorneys  fees,  arising out of  Sublessee's  failure to comply with or perform
Sublessee's Assumed Obligations.

             7.7 Sublessor agrees to maintain the Master Lease during the entire
term of this  Sublease,  subject,  however,  to any earlier  termination  of the
Master Lease without the fault of the  Sublessor,  and to comply with or perform
Sublessor's  Remaining  Obligations and to hold Sublessee free and harmless from
all  liability,  judgments,  costs,  damages,  claims or demands  arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.

             7.8 Sublessor  represents to Sublessee  that the Master Lease is in
full force and effect and that no default exists on the part of any Party to the
Master Lease.

         8. Assignment of Sublease and Default.

             8.1  Sublessor  hereby  assigns and  transfers to Master Lessor the
Sublessor's  interest in this Sublease,  subject,  however, to the provisions of
Paragraph 8.2 hereof.

             8.2 Master Lessor, by executing this document,  agrees that until a
Default shall occur in the  performance  of  Sublessor's  Obligations  under the
Master Lease,  that  Sublessor may receive,  collect and enjoy the Rent accruing
under this Sublease.  However,  if Sublessor shall Default in the performance of
its obligations to Master Lessor then Master Lessor may, at its option,  receive
and collect,  directly from Sublessee,  all Rent owing and to be owed under this
Sublease.  Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to  Sublessee  for any  failure  of the  Sublessor  to perform  and comply  with
Sublessor's Remaining Obligations.

             8.3 Sublessor hereby  irrevocably  authorizes and directs Sublessee
upon receipt of any written notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's  obligations under the Master Lease, to
pay to  Master  Lessor in the Rent due and to  become  due  under the  Sublease.
Sublessor  agrees  that  Sublessee  shall  have the  right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent
to Master Lessor  without any  obligation or right to inquire as to whether such
Default  exists and  notwithstanding  any notice from or claim from Sublessor to
the contrary and Sublessor  shall have no right or claim  against  Sublessee for
any such Rent so paid by Sublessee.



                                       3
<PAGE>

             8.4 No  changes  or  modifications  shall be made to this  Sublease
without the consent of Master Lessor.

         9. Consent of Master Lessor.

             9.1 In the event  that the Master  Lease  requires  that  Sublessor
obtain the consent of Master Lessor to any  subletting by Sublessor  then,  this
Sublease  shall not be  effective  unless,  within ten days of the date  hereof,
Master Lessor signs this Sublease thereby giving its consent to this Subletting.

             9.2 In the event that the  obligations  of the Sublessor  under the
Master Lease have been  guaranteed by third parties then neither this  Sublease,
nor the Master Lessor's consent,  shall be effective  unless,  within 10 days of
the date hereof, said guarantors sign this Sublease thereby giving their consent
to this Sublease.

             9.3 In the event that Master Lessor does give such consent then:

                (a) Such consent shall not release  Sublessor of its obligations
or alter the  primary  liability  of  Sublessor  to pay the Rent and perform and
comply with all of the obligations of Sublessor to be performed under the Master
Lease.

                (b) The  acceptance of Rent by Master  Lessor from  Sublessee or
anyone else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.

                (c) The consent to this Sublease  shall not constitute a consent
to any subsequent subletting or assignment.

                (d) In the event of any  Default of  Sublessor  under the Master
Lease,  Master Lessor may proceed directly against Sublessor,  any guarantors or
anyone  else  liable  under the  Master  Lease or this  Sublease  without  first
exhausting  Master Lessor's  remedies  against any other person or entity liable
thereon to Master Lessor.

                (e) Master  Lessor may  consent to  subsequent  sublettings  and
assignments  of  the  Master  Lease  or  this  sublease  or  any  amendments  or
modifications  thereto without notifying  Sublessor or any one else liable under
the Master Lease and without  obtaining  their consent and such action shall not
relieve such persons from liability.

                (f) In the event that Sublessor shall Default in its obligations
under the Master  Lease,  then Master  Lessor,  at its option and without  being
obligated to do so, may require  Sublessee  to attorn to Master  Lessor in which
event Master Lessor shall  undertake  the  obligations  of Sublessor  under this
Sublease  from the time of the  exercise of said option to  termination  of this
Sublease  but Master  Lessor  shall not be liable for any  prepaid  Rent nor any
Security  Deposit paid by  Sublessee,  nor shall Master Lessor be liable for any
other Defaults of the Sublessor under the Sublease.

             9.4 The  signatures  of the  Master  Lessor and any  Guarantors  of
Sublessor at the end of this  document  shall  constitute  their  consent to the
terms of this Sublease.

             9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge,  no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

                                       4
<PAGE>

             9.6 In the event that Sublessor  Defaults under its  obligations to
be  performed  under the Master  Lease by  Sublessor,  Master  Lessor  agrees to
deliver to Sublessee a copy of any such notice of default.  Sublessee shall have
the right to cure any Default of  Sublessor  described  in any notice of default
within ten days after  service of such notice of default on  Sublessee.  If such
Default  is  cured  by  Sublessee  then  Sublessee   shall  have  the  right  of
reimbursement and offset from and against Sublessor.

         10. Brokers Fee.

             10.1 Upon execution  hereof by all parties,  Sublessor shall pay to
DAUM Commercial Real Estate Services,  a licensed real estate broker ("Broker"),
a fee as set forth in a separate  agreement  between Sublessor and Broker, or in
the  event  there  is no such  separate  agreement,  the sum of  $_________  for
brokerage services rendered by Broker to Sublessor in this transaction.

             10.2  Sublessor  agrees that if Sublessee  exercises  any option or
right of first  refusal as granted by Sublessor  herein,  or any option or right
substantially  similar thereto,  either to extend the term of this sublease,  to
renew this Sublease,  to purchase the Premises, or to lease or purchase adjacent
property  which  Sublessor may own or in which  Sublessor has an interest,  then
Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in
effect  at the  time of the  execution  of this  Sublease.  Notwithstanding  the
foregoing,  Sublessor's  obligation  under this  Paragraph  10.2 is limited to a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.

             10.3 Master  Lessor  agrees that if  Sublessee  shall  exercise any
option or right of first  refusal  granted  to  Sublessee  by  Master  Lessor in
connection  with this  Sublease,  or any option or right  substantially  similar
thereto, either to extend or renew the Master Lease, to purchase the Premises or
any part thereof,  or to lease or purchase adjacent property which Master Lessor
may own or in which Master Lessor has an interest, or if Broker is the procuring
cause of any other  lease or sale  entered  into  between  Sublessee  and Master
Lessor  pertaining to the Premises,  any part thereof,  or any adjacent property
which Master Lessor owns or in which it has an interest,  then as to any of said
transactions,  Master  Lessor shall pay to Broker a fee, in cash,  in accordance
with the  schedule  of Broker in  effect  at the time of the  execution  of this
Sublease.

             10.4 Any fee due from Sublessor or Master Lessor hereunder shall be
due and payable  upon the  exercise  of any option to extend or renew,  upon the
execution  of any new  lease,  or, in the event of a  purchase,  at the close of
escrow.

             10.5 Any transferee of Sublessor's interest in this Sublease, or of
Master  Lessor's  interest  in the Master  Lease,  by  accepting  an  assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or  Master  Lessor  under  this  Paragraph  10.  Broker  shall be deemed to be a
third-party beneficiary of this paragraph 10.

         11.  Attorney's Fees. If any party or the Broker named herein brings an
action  to  enforce  the  terms  hereof  or to  declare  rights  hereunder,  the
prevailing party in any such action,  on trial and appeal,  shall be entitled to
his  reasonable  attorney's  fees to be paid by the losing party as fixed by the
Court.

                                       5
<PAGE>

         12. Additional Provisions. [If there are no additional provisions, draw
a line from this point to the next  printed  word after the space left here.  If
there are additional provisions place the same here.]

See attached Addendum for additional provisions #13 - 20.



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

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

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

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


Executed at:_________________           Q.E.P. Company, Inc.

on:__________________________           By:_______________________________

Address:_____________________           By:_______________________________
                                        "Sublessor" (Corporate Seal)



Executed at:_________________           Advanced Aerodynamics & Structures, Inc.

on:__________________________           By:_______________________________

Address:_____________________           By:_______________________________
                                        "Sublessee" (Corporate Seal)


Executed at:_________________          JMB/Pennsylvania Asso.-IV-L.P. or Advisor

on:__________________________           By:_______________________________

Address:_____________________           By:_______________________________
                                        "Master Lessor" (Corporate Seal)

NOTE:  These forms are often modified to meet changing  requirements  of law and
needs of the  Industry.  Always write or call to make sure you are utilizing the
most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 South Flower
Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.

                                       6
<PAGE>

         ADDENDUM TO STANDARD SUBLEASE SHORT FORM BY AND BETWEEN Q.E.P.
              COMPANY, INC. AND AASI FOR PROPERTY COMMONLY KNOWN AS
            20535 S. BELSHAW AVENUE, LOS ANGELES DATED JUNE 16, 1998

         13. Sublessor shall remove all racking and broom sweep the warehouse.

         14.  Sublessee  shall not be responsible  for real estate taxes or fire
insurance  premiums unless Sublessee's use triggers an increase in said taxes or
premiums.  In which  case  Sublessee  shall pay to  Sublessor  the amount of the
increase.

         15.  Sublessee  shall  provide  Sublessor  with a 2 million  Dollar per
occurrence  General  Commercial  Liability  Insurance Policy.  With Sublessor as
additionally insured.

         16. Sublessee hereby takes the Premises "AS-IS" with no representations
or warranties  from  Sublessor or Agents as to  suitability  of the Premises for
Sublessee's intended use, condition of the Premises operating systems, existence
of any known toxic or hazardous  materials,  or earthquake and ADA requirements.
Notwithstanding  the foregoing  sentence,  paragraph 6.3 of this Sublease and/or
Articles VI and Viii for the Master Lease,  Sublessee  does not assume and shall
not be deemed to have  responsibility or liability for any unknown conditions of
the  Premises  or for  conditions  that are not  obvious  from a routine  visual
inspection  at  inception  of  the  Sublease;   nor  shall  Sublessee  have  any
responsibility  or  liability  for  removal,  repairs or cleanup of the Premises
except as to conditions that are actually caused, and materials that are brought
onto the  Premises by  Sublessee,  or that result  from  Sublessee's  use of the
Premises,  ordinary wear and tear  excepted.  In case of conflict with any other
provision  of this  Sublease or the Master  Lease,  this  paragraph  16 shall be
controlling.

         17. sublessee shall not bring any reportable  hazardous materials onto,
into or around the Premises,  other than the materials  disclosed hereafter (see
MSDS).

         18.  Sublessor  shall  retain the  utilities  in  Sublessor  name,  but
Sublessee shall reimburse Sublessor for 74% of said utilities within thirty (30)
days from receipt of an invoice from Sublessor.  If Sublessor's utility usage is
higher than the previous  tenants usage then the % may be adjusted to a mutually
agreeable percentage based upon actual usage so as to be mutually agreeable with
the existing  subtenant  West-Rep based upon West-Rep's proven historical usage.
Sublessor  shall  provide  Sublessee  with the last six (6)  months'  electrical
bills.

         19. Sublessee shall not continuously block access between the buildings
loading doors and the employee car parking.

         20.  Sublessee  shall  not park  trucks  or cars in front of  West-Reps
Premises.

         21. Sublessee may, at Sublessee's sole cost and expense,  install chain
link fencing for security reasons between their space and the common area of the
interior of the facility.

         22.  Sublessee  may,  at  Sublessee's  sole cost and  expense,  install
electrical  conduit and outlets as deemed  necessary  for their  business (up to
four (4) outlets).

         23. Lessee's use shall be further described as:

             1.  Warehousing  and  assembly of aircraft  parts and plaster  mold
lay-ups.  2. Related sheet metal  fabrication of light aluminum with some manual
drilling,  sawing and cutting.  3. Composite lay-up of small aircraft parts with
use of resins and hardener  compound used in small  quantities (=1-3 gallons per
day)

                                       1
<PAGE>

                                INDUSTRIAL LEASE

                          [FORM NET LEASE/MULTI-TENANT]


         THIS LEASE ("Lease),  dated August 1, 1996, is made and entered into by
and  between  JMB/PENNSYLVANIA   ASSOCIATES  -  IV,  L.P.,  a  Delaware  limited
partnership  ("Landlord")  and  Q.E.P.  Company,  Inc.,  a New York  corporation
("Tenant") upon the following terms and conditions:



                             ARTICLE I - DEFINITIONS

         Unless the context otherwise specifies or requires, the following terms
shall have the meanings specified herein:

         1.01   Building.   The  term   "Building"   shall  mean  that   certain
office/warehouse  building  located  at  20535  South  Belshaw  Avenue,  Carson,
California,   together  with  all  related  site  land,  improvements,   parking
facilities, common areas, driveways,  sidewalks and landscaping. If the Building
is in a  development  containing  one or more other  buildings,  such  buildings
together with all related site land,  improvements,  parking facilities,  common
areas,  driveways,  sidewalks and  landscaping,  and together with the Building,
shall be referred to herein as the "Project".

         1.02  Premises.  The term  "Premises"  shall  mean the space  leased to
Tenant in the Building,  as more  particularly  outlined on the drawing attached
hereto as Exhibit A and incorporated herein by reference.

         1.03  Rentable  Area of the Premises.  The term  "Rentable  Area of the
Premises"  shall mean  29,227  square  feet,  which  Landlord  and  Tenant  have
stipulated as the Rentable Area of the Premises.  Tenant  acknowledges  that the
Rentable Area of the Premises  includes the usable area,  without  deduction for
columns  or  projections,  multiplied  by a load  factor  to  reflect a share of
certain  areas,  which may  include  lobbies,  corridors,  mechanical,  utility,
janitorial,  boiler and service  rooms and closets,  restrooms and other public,
common and service areas of the Building.

         1.04 Lease Term. The terms "Lease Term" or "Term" shall mean the period
between  the  Commencement  Date and the  Expiration  Date (as  such  terms  are
hereinafter defined),  unless sooner terminated or renewed as otherwise provided
in this Lease.

         1.05 Commencement Date. Subject to adjustment as provided in Article 3,
the term "Commencement Date" shall mean August 15, 1999.

         1.06 Expiration  Date.  Subject to adjustment as provided in Article 3,
the term "Expiration Date" shall mean August 14, 1999.

         1.07 Base Rent.  Subject to  adjustment  as  provided in Article 4, the
term "Base Rent" shall mean Seven  Thousand  Eight Hundred Ninety One and 29/100
Dollars ($7,891.29) per month.

         1.08 Tenant's  Percentage  Share. The term "Tenant's  Percentage Share"
shall mean six and 5/100 percent  (6.5%) with respect to Operating  Expenses (as
hereinafter defined),  One hundred percent (100%) with respect to Property Taxes
(as hereinafter defined,) six and 5/100 percent (6.5%) with respect to Insurance
Expenses (as hereinafter  defined) and six and 5/100 percent (6.5%) with respect
to Tenant's law compliance  obligations  under Section 6.02(C) of this Lease and
for all other  purposes under this Lease.  Landlord may  reasonably  redetermine
Tenant's  Percentage  Share  from  time  to time  to  reflect  reconfigurations,
additions or modifications to the Building.

                                       1
<PAGE>

         1.09  Security  Deposit.  The term  "Security  Deposit"  shall mean Ten
thousand five hundred thirty nine and 72/100 Dollars ($10,539.72).*/

         1.10 Tenant's  Permitted Use. The term  "Tenant's  Permitted Use" shall
mean general office and warehousing  duties  associated with the distribution of
contractor tools and manufacturing and assembly of tools and no other use.

         1.11 Landlord's Address For Notices.  The term "Landlord's  Address for
Notices" shall mean Heitman Properties Ltd., 9601 Wilshire Boulevard, Suite 200,
Beverly Hills,  California  90210,  with a copy to Heitman  Properties Ltd., 180
North LaSalle  Street,  Suite 3600,  Chicago,  Illinois  60601,  Attn:  Property
Management.

-----------
     */ The Security  Deposit of $10,539.72 has been previously paid by Tenant's
predecessor  in  Interest,  O'Tool  Company,  Inc. to Landlord as a part of that
certain Lease dated January 3, 1991 between  Landlord and O'Tool  Company,  Inc.
which was assigned to _____________________.

         1.12  Tenant's  Address For  Notices.  The term  "Tenant's  Address for
Notices"  shall mean Q.E.P.  Company,  Inc.,  575  Corporate  Drive,  Suite 410,
Mahwah, New Jersey 07430.

         1.13 Broker. The term "Broker" shall mean Heitman Properties, Ltd.

         1.14  Guarantor.   The  term  "Guarantor"   shall  mean   _____________
___________________________________.

                              ARTICLE II -PREMISES

         2.01 Lease of Premises.  Landlord hereby leases the Premises to Tenant,
and Tenant  hereby  leases the Premises  from  Landlord,  upon all of the terms,
covenants and conditions contained in this Lease.

         2.02 Acceptance of Premises.  Tenant acknowledges that Landlord has not
made any  representation  or  warranty  with  respect  to the  condition  of the
Premises or the Building or with respect to the suitability or fitness of either
for the  conduct of Tenant's  Permitted  Use or for any other  purposes,  Tenant
shall  execute a Suite  Acceptance  Letter in the form and content of Exhibit C,
accepting  the  Premises.  Tenant  agrees to accept the  Premises in its "as is"
physical  condition without any agreements,  representations,  understandings or
obligations  on the part of  Landlord  to  perform  any  alterations,  repair or
improvements (or to provide any allowance for same).

         2.03 Common Areas.  Tenant and Tenant's  employees and invitees may use
the  common  areas  of the  Building,  and  the  Project,  if  applicable,  on a
non-exclusive  basis in common  with all other  parties to whom the right to use
such common areas has been or is hereafter  granted.  Tenant shall not interfere
in any way with the use of the common areas by such other parties,  and Tenant's
use of the common areas shall be subject to the other  provisions of this Lease.
Landlord shall administer,  operate, clean, maintain and repair the common areas
of the  Building,  and the Project,  if  applicable,  and the costs and expenses
thereof shall be included in the  definition  of "Operating  Expenses" set forth
below. If the Building is in a Project  containing one or more other  buildings,
Landlord may designate  separate common areas for the Building,  for the Project
as a whole  ("Project  Common  Areas"),  and for other  portions  of the Project
("Other Common Areas"). In such case, Tenant and Tenant's employees and invitees
shall not use the Other Common Areas.



                                       2
<PAGE>

                               ARTICLE III - TERM

         3.01 Except as otherwise  provided in this Lease,  the Lease Term shall
be for the period  described  in Section 1.04 of this Lease,  commencing  on the
Commencement  Date  described  in  Section  1.05 of this Lease and ending on the
Expiration  Date  described  in Section 1.06 of this Lease;  provided,  however,
that,  if,  for any  reason,  Landlord  is unable to deliver  possession  of the
Premises on he date described in Section 1.05 of this Lease,  Landlord shall not
be  liable  for any  damage  caused  thereby,  nor  shall  the  Lease be void or
voidable,  but, rather, the Lease Term shall commence upon, and the Commencement
Date shall be, the date that possession of the Premises is so tendered to Tenant
(except for Tenant caused delays which shall not be deemed to delay commencement
of the Lease Term), and, unless Landlord elects  otherwise,  the Expiration Date
described  in Section 1.06 of this Lease shall be extended by an equal number of
days.

                        ARTICLE IV - RENTAL; ADJUSTMENTS

         4.01 Definitions. As used herein.

                  (A) "Property  Taxes" shall mean the  aggregate  amount of all
         real estate  taxes,  assessments  (whether they be general or special),
         sewer rents and charges, transit taxes, taxes based upon the receipt of
         rent  and any  other  federal,  state  or  local  governmental  charge,
         general,  special,  ordinary or extraordinary (but not including income
         or franchise taxes,  capital stock,  inheritance,  estate, gift, or any
         other taxes  imposed  upon or measured by  Landlord's  gross  income or
         profits,  unless the same shall be imposed in lieu of real estate taxes
         or  other  ad  valorem  taxes),  which  Landlord  shall  pay or  become
         obligated to pay in  connection  with the  Building or the Project,  if
         applicable,  or any part thereof. Property Taxes shall also include all
         fees and costs,  including attorneys' fees, appraisals and consultants'
         fees,  incurred  by  Landlord  in  seeking  to  obtain a  reassessment,
         reduction  of,  or a limit on the  increase  in,  any  Property  Taxes,
         regardless of whether any reduction or limitation is obtained. Property
         Taxes for any calendar  year shall be Property  Taxes which are due for
         payment or are paid during such year.  Property Taxes shall include any
         tax assessment,  levy, imposition or charge imposed upon Landlord,  and
         measured  by or  based in whole  or in part  upon the  Building  or the
         Project, if applicable,  or the rents or other income from the Building
         or the Project,  if applicable,  to the extent that such items would be
         payable if the Building or the  Project,  if  applicable,  was the only
         property  of  Landlord  subject  to same  and the  income  received  by
         Landlord from the Building or the Project, if applicable,  was the only
         income of  Landlord.  Property  Taxes shall also  include any  personal
         property  taxes  imposed  upon  the  furniture,   fixtures,  machinery,
         equipment,  apparatus,  systems and  appurtenances  of Landlord used in
         connection with the Building or the Project, if applicable.

                  (B)  "Operating   Expenses"   shall  mean  all  costs,   fees,
         disbursements and expenses paid or incurred by or on behalf of Landlord
         in the operation, ownership,  maintenance,  administration,  insurance,
         management,  replacement and repair of the Building or the Project,  if
         applicable  (excluding  Property  Taxes).  If the Building is part of a
         Project  containing one or more buildings:  (i) Landlord may reasonably
         allocate  expenses (or categories  thereof) incurred in connection with
         the Project Common Areas between such buildings  (based on the relative
         square  footage  thereof or such other  factors as Landlord  reasonably
         deems appropriate),  in which case the amount allocated to the Building
         shall be added to "Operating  Expenses" for the Building for such year,
         or  (ii)  Landlord  may  determine  expenses  (or  categories  thereof)
         incurred in  connection  with the Project  Common Areas as a whole,  in
         which case Tenant's  Percentage Share of "Operating  Expenses" shall be
         based on the Rental Area of the Premises as a  percentage  of the total
         rentable  area  occupied  by tenants in all  buildings  in the  Project
         (excluding  single tenant  buildings for which the tenants maintain the
         Other  Common Areas  applicable  thereto) and Tenant shall pay Tenant's
         Percentage Share of Operating Expenses for the Project.

                                       3
<PAGE>

                  Operating  Expenses  shall not include  costs of alteration of
         the premises of tenants of the Building or the Project,  if applicable,
         depreciation  charges,  interest and  principal  payments on mortgages,
         ground rental payments,  real estate brokerage and leasing commissions,
         expenses  incurred in enforcing  obligations of tenants of the Building
         or the  Project,  if  applicable,  salaries and other  compensation  of
         executive  officers  of  the  managing  agent  of the  Building  or the
         Project,  if applicable,  senior to the Building manager,  costs of any
         special  service  provided  to any one  tenant of the  Building  or the
         Project,  if  applicable,  but not to  tenants of the  Building  or the
         Project,   if  applicable,   generally,   and  costs  of  marketing  or
         advertising the Building or the Project, if applicable.

                  (C)  "Insurance   Expenses"   shall  mean  all  costs,   fees,
         disbursements and expenses paid or incurred by or on behalf of Landlord
         for premiums for hazard,  "all risk",  casualty,  rent interruption and
         liability  insurance and all other  insurance,  obtained by Landlord in
         connection  with  or  relating  to  the  Building  or the  Project,  if
         applicable.

         For purposes of calculating the Tax Adjustment,  the Operating  Expense
Adjustment,  and the Insurance Adjustment (as such terms are defined in Sections
4.02,  B, C and D hereof),  Property  Taxes,  Operating  Expenses and  Insurance
Expenses  hereinabove  defined  shall each be increased by ten (10%)  percent to
cover  Landlord's  administrative  costs in connection  with the Building or the
Project, if applicable.

         If the  Building  or the  Project,  if  applicable,  does  not have one
hundred  percent  (100%)  occupancy  during an entire  calendar  year,  then the
variable cost  components of Property  Taxes,  Operating  Expenses and Insurance
Expenses shall be adjusted so that the total amount of Property Taxes, Operating
Expenses and  Insurance  Expenses  equals the total amount which would have been
paid or incurred by Landlord  had the Building or the  Project,  if  applicable,
been one hundred percent (100%) occupied for the entire calendar year.

         4.02 Base Rent.  During the Lease Term, Tenant shall pay to Landlord as
rental for the Premises the Base Rent  described in Section 1.07 above,  subject
to  the   following   adjustments   (herein   collectively   called   the  "Rent
Adjustments"):

                  (A) Effective the 19th month of the Lease term,  the Base Rent
         payable by Tenant to Landlord  as  described  in Section  1.07 shall be
         increased to the sum of (i) the amount  contained in Section 1.07; plus
         (ii) the product  obtained by multiplying such amount by the percentage
         increase in the Consumer Price Index (as defined below) from the second
         calendar month preceding the calendar month containing the Commencement
         Date  to  the  second  calendar  month  preceding  the  calendar  month
         containing  the  annual  anniversary  of the  Commencement  Date in the
         applicable  adjustment  year in which the rental  increase  is to occur
         (herein  called  the  "CPI  Adjustment").  As  used  herein,  the  term
         "Consumer  Price  Index"  shall mean the  Consumer  Price Index for All
         Urban Consumers,  U.S. City Average. All Items,  (1982-84 = 100) issued
         by the United States  Department of Labor,  Bureau of Labor Statistics;
         provided,  however,  that if said  Consumer  Price Index shall cease to
         exist, or her changed,  the term "Consumer Price Index" shall mean such
         other or similar  index or formula as  Landlord  reasonably  selects to
         measure change in the  purchasing  power of the U.S.  Dollar.  Landlord
         shall notify Tenant in writing when each adjustment  under this Section
         4.02(A)  occurs.  A decrease  in the  Consumer  Price  Index  below the
         Consumer  Price  Index  below the  Consumer  Price Index for the second
         calendar month preceding the calendar month containing the Commencement
         Date shall not  decrease  the amount of the Base Rent due  hereunder or
         give  rise  to  a  credit  in  favor  of  Tenant.  Notwithstanding  the
         foregoing, said increase shall not be less than 4.5%.

                                       4
<PAGE>

                  (B) During each calendar year during the Lease Term,  the Base
         Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section
         4.02(A) above,  shall be increased by Tenant's  Percentage Share of the
         Property Taxes for such year (the "Tax Adjustment").

                  (C) During each calendar year during the Lease Term,  the Base
         Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section
         4.02(A) above, also shall be increased by Tenant's  Percentage Share of
         the Operating  Expenses  paid or incurred by Landlord  during such year
         (the "Operating Expense Adjustment").

                  (D) During each calendar year during the Lease Term,  the Base
         Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section
         4.02(A) above, also shall be increased by Tenant's  Percentage Share of
         the insurance Expenses for such year (the "Insurance Adjustment").

                  (E) The Tax Adjustment,  the Operating  Expense  Adjustment dn
         the Insurance  Adjustment are  hereinafter  referred to collectively as
         the "Tax, Operating Expense and Insurance Adjustments".)

         4.03 Adjustment  Procedure;  Estimates.  The Tax, Operating Expense and
Insurance Adjustments  specified in Sections 4.02(B),  4.02(C) and 4.02(D) shall
be determined and paid as follows:

                  (A) During each calendar year during the Lease Term,  Landlord
         shall give  Tenant  written  notice of  Landlord's  estimate of amounts
         payable under Sections  4.02(B),  4.02(D) and 4.02(D) for that calendar
         year.  On or before  the first day of each  calendar  month  during the
         calendar year.  Tenant shall pay to Landlord  one-twelfth  (1/12/th) of
         such estimated amounts;  provided,  however,  that, not more often than
         quarterly,  Landlord  may,  by  written  notice to  Tenant,  revise its
         estimate for such year, and subsequent payments by Tenant for such year
         shall be based upon such revised estimate.

                  (B) Within one  hundred  twenty  (120) days after the close of
         each  calendar  year in which  any Rent  Adjustment  is made or as soon
         thereafter  as is  practicable,  Landlord  shall  deliver  to  Tenant a
         statement  of  that  year's  Property  Taxes,  Operating  Expenses  and
         Insurance Expenses, and the actual Tax. Operating Expense and Insurance
         Expense Adjustments to be made pursuant to Section 4.02(B), 4.02(C) and
         4.02(D) for such calendar year, as determined and certified by Landlord
         (the  "Landlord's  Statement") and such  Landlord's  Statement shall be
         binding upon Tenant,  except as provided in Section 4.04 below.  If the
         amount of the actual Tax Adjustment,  Insurance Adjustment or Operating
         Expense  Adjustment  is more than the  estimated  payments  for the Tax
         Adjustment,  Insurance  Adjustment or Operating Expense  Adjustment for
         such calendar year made by Tenant,  Tenant shall pay the  deficiency to
         Landlord  upon receipt of  Landlord's  Statement.  If the amount of the
         actual  Tax  Adjustment,  Insurance  Adjustment  or  Operating  Expense
         Adjustment is less than the  estimated  payments for such calendar year
         made  by  Tenant,  any  excess  shall  be  credited  against  Rent  (as
         hereinafter defined) next payable by Tenant under this Lease or, if the
         Lease Term has expired,  any excess thereof shall be paid to Tenant. No
         delay in providing  the  statements  described in this Section  4.03(B)
         shall act as a waiver of  Landlord's  right to  payment  under  Section
         4.02(B),  4.02(C)  or 4.02(D)  above.  Notwithstanding  the  foregoing,
         Tenant's  right to  receive  any  credit  or  payment  pursuant  to the
         preceding  sentences of this  Section  4.03(B) is  conditioned  on this
         Lease  being in full  force and  effect and Tenant not being in default
         under this Lease on the date such credit or payment is due.

                                       5
<PAGE>

                  (C) If this Lease shall  terminate on a day other than the end
         of a  calendar  year,  the  amount of the Tax,  Operating  Expense  and
         Insurance Adjustments to be paid pursuant to Sections 4.02(B),  4.02(C)
         and  4.02(D)  that is  applicable  to the  calendar  year in which such
         termination occurs shall be prorated on the basis of the number of days
         from January 1 of the calendar  year to the  termination  date bears to
         365. The  termination  of this Lease shall not affect the objections of
         Landlord  and Tenant  pursuant  to  Sections  4.03(B) and 4.03(C) to be
         performed after such termination.

         4.04 Review of  Landlord's  Statement.  Provided  this Lease is in full
force and  effect and that  Tenant is not then in  default  under this Lease and
provided  further that Tenant  strictly  complies  with the  provisions  of this
Section  4.04,  Tenant  shall  have the  right,  once  each  calendar  year,  to
reasonably review supporting data for any portion of a Landlord's Statement that
Tenant claims is incorrect, in accordance with the following procedure:

                  (A) Tenant shall, within ten (10) business days after any such
         Landlord's Statement is delivered, deliver a written notice to Landlord
         specifying the portions of the Landlord's Statement that are claimed to
         be  incorrect,  and Tenant  shall  simultaneously  pay to Landlord  all
         amounts  due from Tenant to Landlord  as  specified  in the  Landlord's
         statement. Except as expressly set forth in subsection (C) below, in no
         event  shall  Tenant be  entitled to  withhold,  deduct,  or offset any
         monetary  obligation of Tenant to Landlord  under the Lease  (including
         without  limitation,  Tenant's  obligation to make all payments of Base
         Rent  including  the CPI  Adjustment  and all payments of Tenant's Tax,
         Operating Expense and Insurance  Adjustments) pending the completion of
         and  regardless  of the  results of any  review of  records  under this
         Section  4.04.  The right of Tenant under this Section 4.04 may only be
         exercised  once for any  Landlord's  Statement,  and if Tenant fails to
         meet any of the above  conditions as a prerequisite  to the exercise of
         such  right,  the  right  of  Tenant  under  this  Section  4.04  for a
         particular Landlord's Statement shall be deemed waived.

                  (B) Tenant  acknowledges  that Landlord  maintains its records
         for the Building or the Project, if applicable, at Landlord's manager's
         corporate  offices and Tenant  agrees that any review of records  under
         this  Section  4.04 shall be at the sole expense of Tenant and shall be
         conducted by an  independent  firm of certified  public  accountants of
         national  standing.  Tenant  acknowledges  and agrees  that any records
         reviewed under this Section 4.04 constitute confidential information of
         Landlord,  which  shall  not be  disclosed  to  anyone  other  than the
         accountants  performing  the  review and the  principals  of Tenant who
         receive the results of the review.  The disclosure of such  information
         to any other  person,  whether or not caused by the  conduct of Tenant,
         shall constitute a material breach of this Lease.

                  (C) Any  errors  disclosed  by the  review  shall be  promptly
         corrected by Landlord,  provided,  however,  that if Landlord disagrees
         with any such claimed  errors,  Landlord  shall have the right to cause
         another  review to be made by an independent  firm of certified  public
         accountants  of  national  standing.  In the  event  of a  disagreement
         between the two accounting  firms,  the review that discloses the least
         amount of deviation from the Landlord's Statement shall be deemed to be
         correct. In the event that the results of the review of records (taking
         into  account,  if  applicable,  the results of any  additional  review
         caused by Landlord)  reveal that Tenant has overpaid  obligations for a
         preceding  period,  the amount of such  overpayment  shall be  credited
         against  Tenant's  subsequent   installment   obligations  to  pay  the
         estimated  Tax,  Operating  Expense and Insurance  Adjustments.  In the
         event that such results show that Tenant has underpaid its  obligations
         for a preceding  period,  Tenant shall be liable for Landlord's  actual
         accounting fees, and the amount of such  underpayment  shall be paid by
         Tenant to Landlord with the next succeeding  installment  obligation of
         estimated Tax, Operating Expense and Insurance Adjustments.

                                       6
<PAGE>

         4.05 Payment.  Concurrently with the execution hereof, Tenant shall pay
Landlord Base Rent for the first  calendar  month of the Lease Term.  Thereafter
the Base Rent described in Section 1.07, as adjusted in accordance  with Section
4.02,  shall be payable in advance on the first day of each calendar  month.  If
the  Commencement  Date is other  than the first day of a  calendar  month,  the
prepaid  Base Rent for such  partial  month shall be prorated in the  proportion
that the number of days this Lease is in effect  during such partial month bears
to the  total  number of days in the  calendar  month.  All Rent,  and all other
amounts  payable to Landlord by Tenant pursuant to the provisions of this Lease,
shall be paid to  Landlord,  without  notice,  demand,  abatement,  deduction or
offset,  in  lawful  money of the  United  States  at  Landlord's  office in the
Building  or to such  other  person  or any such  other  place as  Landlord  may
designate  from time to time by written  notice  given to Tenant.  No payment by
Tenant or receipt by  Landlord  of a lesser  amount  than the  correct  Rent due
hereunder  shall be deemed to be other than a payment on account;  nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment  be deemed to  effect or  evidence  any  accord  and  satisfaction;  and
Landlord may accept such check or payment without  prejudice to Landlord's right
to recover the balance or pursue any other  remedy in this Lease or at law or in
equity provided.

         4.06 Late Charge;  Interest.  Tenant acknowledges that the late payment
of Base Rent or any other amounts payable by Tenant to Landlord hereunder (al of
which  shall  constitute  additional  rent to the same extent as Base Rent) will
cause Landlord to incur administrative costs and other damages, the exact amount
of which would be  impracticable or extremely  difficult to ascertain.  Landlord
and Tenant agree that if Landlord does not receive any such payment on or before
five (5) days after the day the payment is due, Tenant shall pay to Landlord, as
additional  rental,  (a) a late charge equal to five percent (5%) of the overdue
amount to cover such additional  administrative  costs;  and (b) interest on the
delinquent  amounts at the lesser of the maximum rate permitted by law if any or
twelve percent (12%) per annum from the date due to the date paid.

         4.07 Additional  Rent. For purposes of this Lease,  all amounts payable
by Tenant to  Landlord  pursuant to this Lease,  whether or not  denominated  as
such, shall constitute  additional  rental  hereunder.  Such additional  rental,
together with the Base Rent and Rent Adjustments, shall sometimes be referred to
in this Lease as "Rent".

         4.08 Additional  Taxes. In addition to the Rent and other charges to be
paid by Tenant  hereunder.  Tenant shall reimburse  Landlord upon demand for all
taxes  payable by or imposed upon Landlord upon or with respect to: any fixtures
or personal property located in the Premises; any leasehold improvements made in
or to the  Premises by or for Tenant;  the Rent  payable  hereunder,  including,
without limitation,  any gross receipts tax, license fee or excise tax levied by
any governmental  authority;  the possession,  leasing,  operation,  management,
maintenance, alteration, repair, use or occupancy of any portion of the Premises
(including,  without limitation,  any applicable  possessory interest taxes); or
this  transaction  or any  document  to  which  Tenant  is a party  creating  or
transferring an interest or an estate in the Premises.

                           ARTICLE V -SECURITY DEPOSIT

         5.01 Upon the  execution  of this  Lease,  Tenant  shall  deposit  with
Landlord the  Security  Deposit  described  in Section 1.09 above.  The Security
Deposit is made by Tenant to secure the faithful  performance  of all the terms,
covenants  and  conditions  of this Lease to be performed  by Tenant.  If Tenant
shall  default with respect to any  covenant or provision  hereof,  Landlord may
use,  apply or retain all or any  portion of the  Security  Deposit to cure such
default or to  compensate  Landlord  for any loss or damage  which  landlord may
suffer  thereby.  If  Landlord  so uses or  applies  all or any  portion  of the
Security Deposit, Tenant shall immediately upon written demand deposit cash with
landlord in an amount  sufficient  to restore the  Security  Deposit to the full
amount hereinabove  stated.  Landlord shall not be required to keep the Security
Deposit  separate from its general  accounts and Tenant shall not be entitled to
interest on the Security  Deposit.  Within thirty (30) days after the expiration
of the Lease Term and the  vacation  of the  Premises  by Tenant,  the  Security
Deposit,  or such part as has not been  applied  to cure the  default,  shall be
returned to Tenant. In the event of any bankruptcy or other proceeding initiated
by or against Tenant, it is agreed that all such Security Deposit held hereunder
shall be deemed  to be  applied  by  Landlord  to rent,  sales tax and all other
charges  due from  Tenant to  landlord  for the last  month of the Term and each
preceding month until such security Deposit is fully applied.


                                       7
<PAGE>

                           ARTICLE VI -USE OF PREMISES

         6.01  Tenant's  Permitted  Use.  Tenant shall use the Premises only for
Tenant's  Permitted  Use as set forth in Section 1.10 above and shall not use or
permit the Premises to be used for any other purpose.  Tenant shall, at its sole
cost and expense, obtain all governmental licenses and permits required to allow
Tenant to conduct Tenant's  Permitted Use. Landlord  disclaims any warranty that
the Premises are suitable for Tenant's use and Tenant  acknowledges  that it has
had a full opportunity to make its own determination in this regard.

         6.02     Compliance With Laws and Other Requirements.

                  (A) Tenant  shall cause the Premises to comply in all material
         respects with all laws,  ordinances,  regulations and directives of any
         governmental authority having jurisdiction including without limitation
         any  certificate  of  occupancy  and any  law,  ordinance,  regulation,
         covenant,  condition  or  restriction  affecting  the  Building  or the
         Premises  which in the  future may become  applicable  to the  Premises
         (collectively "Applicable Laws").

                  (B) Tenant shall not use the Premises,  or permit the Premises
         to be used, in any manner which:  (a) violates any Applicable  Law; (b)
         causes or is  reasonably  likely to cause damage to the  Building,  the
         Project, if applicable,  or the Premises; (c) violates a requirement or
         condition  of any fire  and  extended  insurance  policy  covering  the
         Building  or the  Project,  if  applicable,  and/or  the  Premises,  or
         increases  the cost of such policy;  (d)  constitutes  or is reasonably
         likely to constitute a nuisance,  annoyance or  inconvenience  to other
         tenants or occupants of the Building or the Project, if applicable,  or
         their  equipment,  facilities or systems;  (e)  interferes  with, or is
         reasonably  likely to interfere with, the  transmission or reception of
         microwave,  television, radio, telephone or other communication signals
         by antennae or other facilities located in the Building or the Project,
         if applicable;  or (f) violates the Rules and Regulations  described in
         Article XX.

                  (C) In  addition  to any other  amounts  payable  by Tenant to
         Landlord hereunder, Tenant shall pay to Landlord, as and when billed to
         Tenant and as additional rental,  Tenant's Percentage Share of the cost
         of any improvements,  capital expenditures,  repairs or replacements to
         the  Building  or the  Project,  if  applicable,  or any  equipment  or
         machinery  used in  connection  with the  Building or the  Project,  if
         applicable, if any such item is required under any Applicable Law as of
         the  date of this  Lease  and  throughout  the  Lease  Term;  provided,
         however,  that any such costs which are  properly  charged to a capital
         throughout the Lease Term; provided, however, that any such costs which
         are properly  charged to a capital  account  (together with  reasonable
         financing  charges)  shall be amortized for purposes of this Lease over
         the shorter of (i) their useful lives, or (ii) three (3) years and only
         the annual amortization amount (prorated based on the number of days of
         the Lease  term in the  calendar  year)  shall be payable by the Tenant
         with respect to any calendar year.

         6.03     Hazardous Materials.

                  (A) No  Hazardous  Materials  (as  defined  herein)  shall  be
         Handled (as defined herein) upon, about,  above or beneath the Premises
         or any portion of the Building or the Project, if applicable,  by or on



                                       8
<PAGE>


         behalf of a Responsible Party (as defined herein), unless the Hazardous
         Materials are listed in Exhibit 1) hereto and then only the  quantities
         listed in the exhibit.  Any such Hazardous Materials so Handled, or the
         presence or  migration of which is a result of the act or omission of a
         Responsible  Party,  shall be known as  Tenant's  Hazardous  Materials.
         Notwithstanding  the  foregoing,  Landlord  acknowledges  that,  due to
         Tenant's permitted use of the Premises,  as indicated in Paragraph 6.01
         of this Lease,  Tenant will occasionally  Handle Hazardous Materials on
         the Premises which are in transit to their final destination;  however,
         such  presence  and  Handling  of  Hazardous   Materials  shall  be  in
         compliance with all applicable federal,  state, local and environmental
         laws and  regulations and the following  guidelines:  (i) no nuclear or
         explosive  materials will be Handled by Tenant on the Premises,  except
         such  radioactive  isotopes  as Tenant  may  Handle  from time to time;
         provided  that  such  Handling  shall  be in  accordance  with the U.S.
         Department  of   Transportation   regulations  and  the   International
         Airtransport   Association   Dangerous  Goods  regulations;   (ii)  all
         Hazardous  Materials  will be  Handled in a  well-marked  area which is
         segregated   from  other  storage  and  handling   areas  and  is  used
         exclusively for hazardous materials;  (iii) Hazardous Materials will be
         Handled in such a way that any such Materials which are incompatible or
         reactive  to each  other  shall  be kept  separate  at all  times  such
         Materials are on the Premises;  (iv) Hazardous  Materials shall only be
         Handled  on the  Premises  for a maximum  period for  twenty-four  (24)
         hours;  (v) Tenant shall  provide  written  documents or other  written
         evidence to Landlord upon execution of the Lease that all personnel who
         are  responsible  for the  Handling  or other  contact  with  Hazardous
         Materials have been properly trained, in accordance with any applicable
         laws and/or  regulations,  to handle spills of Hazardous  Materials and
         that the required,  appropriate spill response  equipment is maintained
         on site; (vi) Tenant will provide  Landlord with written  evidence that
         it is maintaining the appropriate insurance coverage for the occasional
         presence of such hazardous  Materials on the Premises upon execution of
         this  Lease;  and (vii)  Tenant  will  provide  Landlord  with  written
         evidence  that  all of its  employees  whose  responsibilities  include
         driving  Tenant's  trucks or other  vehicles are licensed in accordance
         with state,  federal and local laws and  regulations  to transport  and
         Handle Hazardous Materials. Also, notwithstanding the foregoing, normal
         quantities of those Tenant Hazardous Materials  customarily used int he
         conduct of  general  administrative  and  executive  office  activities
         (e.g.,  copier  fluids  and  cleaning  supplies)  may be Handled at the
         Premises without Landlord's prior written consent.

                  (B) Tenant's Hazardous materials shall be Handled at all times
         in compliance  with the  manufacturer's  instructions  therefor and all
         applicable  Environmental Laws (as defined herein).  Tenant's Hazardous
         Materials shall not be disposed of,  released,  discharged or permitted
         to spill, leak or migrate upon about,  above or beneath the premises or
         any portion of the Building.

                  (C) Tenant  agrees to maintain  only the  Hazardous  Materials
         listed in Schedule 1 to Exhibit D in or at the Premises or the Building
         and only in the  quantities  listed in  Schedule 1 to Exhibit D. Tenant
         further agrees that changes to the type and quantities of such Tenant's
         Hazardous  materials may be done only with the prior written consent of
         the Landlord, which consent shall not be unreasonably withheld.  Tenant
         further  agrees  that  Landlord  shall  have the right to  inspect  the
         Building to verify the types and  quantities  of the  materials  stored
         therein.



                                       9
<PAGE>

                  (D)  Notwithstanding  the  obligation  of Tenant to  indemnify
         Landlord  pursuant to this Lease,  Tenant  shall,  at its sole cost and
         expense,   promptly  take  all  actions   required  by  any  Regulatory
         Authority,  or necessary  for landlord to make full economic use of the
         Premises or any portion of the Building, or the Project, if applicable,
         which  requirements or necessity arises from the Handling,  presence or
         migration of Tenant's Hazardous Materials upon, about, above or beneath
         the  Premises  or any  portion  of the  Building,  or the  Project,  if
         applicable.  Such  actions  shall  include,  but not be limited to, the
         investigation  of the  environmental  condition  of the Premises or any
         portion of the Building, or the Project, if applicable, the preparation
         of any  feasibility  studies  or  reports  and the  performance  of any
         cleanup,  remedial,  removal or restoration work. Tenant shall take all
         actions  necessary  to  restore  the  Premises  or any  portion  of the
         Building or Project, if applicable,  to the condition existing prior to
         the introduction of Tenant's Hazardous  Materials,  notwithstanding any
         less stringent  standards or  remediation  allowable  under  applicable
         Environmental Laws. Tenant shall nevertheless obtain Landlord's written
         approval  prior to  undertaking  any actions  required by this Section,
         which  approval  shall  not be  unreasonably  withheld  so long as such
         actions  would not  potentially  have a material  adverse  long-term or
         short-term effect on the Premises or any portion of the Building or the
         Project, if applicable.

                  (E) Tenant  shall  immediately  notify  Landlord  of : (i) its
         knowledge of any disposal,  release,  discharge, spill, leak on, about,
         above,  o beneath,  or any  migration  to or from the  Premises  or the
         Building of  Hazardous  Materials,  (ii) any  inspection,  enforcement,
         cleanup  or the other  regulatory  action  taken or  threatened  by any
         Regularly  Authority with respect to any Hazardous Materials on, about,
         above,  beneath or from the Premises or the  Building or the  migration
         thereof from or to other property,  (iii) any demands or claims made or
         threatened by any part  relating to any loss or injury  claimed to have
         resulted from any Hazardous Materials on, about, above, beneath or from
         the  Building,  and (iv) any matters where Tenant is required by Law to
         give  a  notice  to  any  Regulatory   Authority  concerning  Hazardous
         materials on or from the Premises or the Building.  landlord shall have
         the  right but not the  obligation  to  notify  Regulatory  Authorities
         concerning actual and claimed violations of this Article.

                  (F) Tenant agrees to execute  affidavits,  representations and
         the like from time to time at landlord's  request stating Tenant's best
         knowledge and belief  regarding the presence of Hazardous  Materials in
         the Premises or in or at the Building.

                  (G)  "Environmental  Laws"  means  and  includes  all  now and
         hereafter  existing statutes,  laws,  ordinances,  codes,  regulations,
         rules, rulings, orders, decrees, directives,  policies and requirements
         by any  federal,  state or  local  governmental  authority  regulating,
         relating to, or imposing  liability or standards of conduct  concerning
         public health and safety or the environment.

                  (H)  "Hazardous   Materials"   means:   (a)  any  material  or
         substance:  (i) which is  defined or  becomes  defined as a  "hazardous
         substance", "hazardous waste," "infectious waste," "chemical mixture or
         substance,"  or  "air  pollutant"   under   Environmental   Laws;  (ii)
         containing  petroleum,   crude  oil  or  any  fraction  thereof;  (iii)
         containing polychlorinated biphenyls (PCB's); (iv) containing asbestos;
         (v)  which  is  radioactive;   (b)  any  other  material  or  substance
         displaying toxic, reactive, ignitable or corrosive characteristics,  as
         all such terms are used in their  broadest  sense,  and are  defined or
         become defined by  Environmental  Laws, or (c) material s which cause a
         nuisance  upon or waste to the  Premises or any portion of the Building
         or the Project, if applicable.

                  (I) "Handle," "handle,"  "Handled,"  "handled,"  "Handling" or
         "handling" shall mean any installation,  handling, generation, storage,
         treatment, use, disposal, discharge, release, manufacture,  refinement,
         emission, abatement, removal, transportation,  or any other activity of
         any type in connection with or involving Hazardous Materials.

                  (J) "Responsible  Party" shall mean Tenant, its subtenants and
         its assignees,  and their respective  contractors,  clients,  officers,
         directors, employees, agents, and invitees, or any of them, as the case
         may be.

                  (K) "Regulatory  Authority"  shall mean any federal,  state or
         local governmental agency, commission, board or political subdivision.

                                       10
<PAGE>

                       ARTICLE VII -UTILITIES AND SERVICES

         7.01 Services. Landlord shall permit Tenant to use any existing utility
service  connection  into the Premises and Tenant,  at its sole  expense,  shall
arrange  with  the   appropriate   utility  company  to  install  all  necessary
connections  and without  fail to maintain in  continuous  operation  during the
entire term of the Lease, all such utility service,  whether or not Tenant is in
actual possession of the Premises.  Tenant shall pay to the appropriate  utility
company or other  provider  directly,  or at Landlord's  election as provided in
Section 7.02 below, to Landlord, for all water, gas, heat,  electricity,  light,
power, sweeping and other janitorial services,  rubbish and trash disposal, pest
and rodent  control,  sewer,  steam,  fire  protection,  alarm or other security
services and any other  utilities and services  supplied in, about or related to
the Premises,  together with any taxes thereon, connection charges and deposits,
and also shall pay for all electrical light bulbs, lamps and tubes in connection
therewith.  landlord  reserves  the right during the Term of this Lease to grant
easements or public utility purposes on, over, or below the Premises without any
abatement in rent,  provided that said easements do not  unreasonably  interfere
with the normal  operation of the business  conducted by Tenant in the Premises.
Landlord  shall not be  required to pay for any  service,  supplies or upkeep in
connection  with the  Premises.  Landlord  shall not be  required to pay for any
service,  supplies  or upkeep in  connection  with the  Premises.  Tenant  shall
arrange  for and pay for all  telephone  and other  communication  services  and
equipment,  including any  additions or  alterations  to the existing  telephone
service boards and conduit, which shall be completed without interference to the
service  and/or  equipment of other  tenants in the Building or the Project,  if
applicable,  and which shall be  appropriately  labeled upon the  termination of
this Lease.

         7.02 Separate Metering. If any utilities are not separately metered for
the Premises, Landlord may: (i) require that Tenant make reasonable arrangements
to share such utilities with the other parties whose premises are on such meter,
(ii)  require that Tenant pay  Landlord a share of such  utilities  based on the
Rentable  Area of the Premises as a  percentage  of the total  rentable  area of
occupied  space  that is  jointly  metered,  or (iii)  require  that  Tenant pay
Landlord a share of such utilities based on consumption  estimates of Landlord's
engineer or consultant (in which case, such engineer's or consultant's  fees and
costs shall be added to the utility  bills).  In such case,  either  Landlord or
Tenant  may elect to  install  separate  meters  (but the  costs of  installing,
maintaining  and reading  such meters  shall be borne by Tenant).  landlord  may
reasonably  estimate  in  advance  any  amounts  payable  by Tenant to  Landlord
hereunder and Tenant shall pay such amounts  within ten (10) days after the same
are billed,  subject to periodic adjustment (and additional payment by Tenant or
credit or refund by landlord) after the actual amounts have been determined.

         7.03  Installation,  Connection  and Use of Utility  Equipment.  Tenant
shall  install  and  connect  all  equipment  and lines  required to supply such
utilities to the extent not already available at or serving the Premises,  or at
Landlord's  option shall repair,  alter or replace any such  existing  items (or
Tenant  shall  share the costs  thereof  for any  equipment  shared  with  other
tenants),  subject to the terms of Section 2.02 hereof.  Tenant shall  maintain,
repair and replace all such  items,  operate the same,  and keep th same in good
working order,  condition and repair,  as provided in Section 8.02. Tenant shall
not install any equipment or fixtures, or use the same, so as to exceed the safe
and lawful  capacity of any utility  equipment  or lines  serving the same.  The
installation, alteration, replacement or connection of any utility equipment and
lines shall be subject to the  requirements for Alternations of the Premises set
forth in Article 9. Tenant shall ensure that any supplemental  HVAC equipment is
installed and all HVAC equipment is operated at all times in a manner to prevent
roof  leaks,  damage  or  noise  due to  vibrations  or  improper  installation,
maintenance  or  operation.   Tenant  shall  at  all  times  keep  the  Premises
sufficiently heated to avoid freezing of pipes.

                                       11
<PAGE>

         7.04  Interruption  of Services.  Landlord  shall not be liable for any
failure to  furnish,  stoppage  of, or  interruption  in  furnishing  any of the
services or utilities  described in Section 7.01, when such failure is caused by
accident,   breakage,   repairs,   strike,   lockouts,   labor  disputes,  labor
disturbances,   governmental  regulation,  civil  disturbances,   acts  of  war,
moratorium or other  governmental  action,  or any other cause beyond Landlord's
reasonable  control,  and,  in such event,  Tenant  shall not be entitled to and
damages  nor  shall  any  failure  or  interruption  abate or  suspend  Tenant's
obligation to pay Base Rent and  additional  rent  required  under this Lease or
constitute  or be  construed  as a  constructive  or other  eviction  of Tenant.
Further,  in the event any governmental  authority or public utility promulgates
or revises any law, ordinance,  rule or regulation, or issues mandatory controls
or voluntary controls relating to the use or conservation of energy, water, gas,
light or  electricity,  the reduction of automobile or other  emissions,  or the
provision  or any other  utility or service,  Landlord  may take any  reasonably
appropriate  action  to  comply  with such  law,  ordinance,  rule,  regulation,
mandatory  control or voluntary  guideline  and Tenant's  obligations  hereunder
shall not be affected by any such action of  Landlord.  The parties  acknowledge
that safety and security devices, services and programs provided by landlord, if
any, while intended to deter crime and ensure safety, may not in given instances
prevent theft or other  criminal  acts, or ensure safety of persons or property.
The risk that any safety or  security  device,  service  or  program  may not be
effective,  or may malfunction,  or be circumvented by a criminal, is assumed by
Tenant with respect to Tenant's property and interests,  and Tenant shall obtain
insurance coverage to the extent Tenant desires protection against such criminal
acts and other  losses,  as further  described in this Lease.  Tenant  agrees to
cooperate in any reasonable  safety or security program developed by Landlord or
required by Law.

         Any amounts  which  Tenant is  required to pay to Landlord  pursuant to
this Article VII shall be payable  upon demand by Landlord and shall  constitute
additional rent or Rent under this Lease.

                      ARTICLE VIII -MAINTENANCE AND REPAIRS

         8.01     Landlord's Obligations.

                  (A) During the Lease Term,  Landlord  shall,  at its  expense,
         maintain  only  the  foundation  and the  structural  soundness  of the
         exterior  walls  (excluding  all windows,  plate glass,  doors and pest
         control and  extermination)  of the portion of the Building  containing
         the Premises in good working  order,  repair and  condition  except for
         reasonable wear and tear. Landlord also shall maintain, at its expense,
         subject  to  reimbursement  as part of  Operating  Expenses,  the roof,
         downspouts and fire safety sprinkler system of the Building.  If Tenant
         determines that any such repair or maintenance by Landlord is required,
         Tenant shall  promptly give written  notice to Landlord of the need for
         such repair or maintenance  and unless Landlord in good faith disagrees
         with  such  determination  by  Tenant,   Landlord  shall  proceed  with
         reasonable  promptness to perform such maintenance.  Landlord shall not
         be liable to Tenant,  except as  otherwise  expressly  provided in this
         Lease, for any damage or inconvenience. Tenant shall not be entitled to
         any   abatement  or  reduction  of  Rent  by  reason  of  any  repairs,
         alterations or additions made by landlord under this Lease.

                  (B) Tenant shall,  at its sole cost, pay for any damage to the
         foundation  and/or external walls of the Building,  or the Project,  if
         applicable,  caused by any act, omission, negligence or fault of Tenant
         or any employee, agent or contractor of Tenant.

                                       12
<PAGE>

         8.02 Tenant's Obligations.  During the Lease Term, Tenant shall, at its
risk and at its own sole  cost and  expense,  maintain  all  other  parts of the
Building and other  improvements  in or on the  Premises in good working  order,
repair and condition (including all necessary replacements),  including, but not
limited to, HVAC systems, all glass elements, doors (including dock doors), dock
bumpers,  light bulbs,  light fixtures,  regular mowing of any grass,  trimming,
weed  removal,  and regular  removal of debris.  However,  in a  multi-occupancy
Building,  Landlord  reserves  the right to perform  lawn and other  common area
maintenance (including, without limitation, exterior painting and maintenance of
any HVAC system serving the common areas of the Building or serving the Premises
as well as other premises in the Building) and in such instance Tenant agrees to
pay  Landlord  for lawn and other common area  maintenance  (including,  without
limitation, exterior painting and HVAC maintenance) based on Tenant's Percentage
Share with respect to Operating Expenses,  as provided in Article IV hereof (or,
with respect to HVAC maintenance, based on the ratio of the Rentable Area of the
Premises  to the  rentable  area of all  premises  served by said HVAC  system).
Tenant  shall take good care of all  property and its  fixtures,  including  all
landscaping,  and suffer no waste.  Tenant shall engage a certified pest control
firm to perform  regular (not less  frequent  than monthly but more  frequent if
Landlord  determines the need therefor)  extermination for pests including,  but
not limited to, roaches, rodents and termites. Should Tenant neglect to keep and
maintain the Premises as required herein, the Landlord shall have the right, but
not the  obligation,  to have the work done and any reasonable  costs plus a ten
percent (10%) overhead  charge therefor shall be charged to tenant as additional
rental and shall  become  payable by tenant  with the payment of the rental next
due under this Lease. In connection with Tenant's  maintenance and repair of the
HVAC systems,  Tenant shall provide  Landlord  during the Term of this Lease and
any renewal hereof with a duplicate original of a maintenance  contract, in form
and substance  acceptable to Landlord,  with an HVAC maintenance firm acceptable
to  Landlord.  Further  Tenant  shall be  responsible  for,  and upon  demand by
landlord shall promptly reimburse Landlord for, any damage to any portion of the
Project,  if  applicable,  the Building or the  Premises  caused by (a) Tenant's
activities in the Building or the Premises;  (b) the performance or existence of
any  alternations,  additions  or  improvements  made  by  Tenant  in or to  the
Premises; (c) the installation,  use, operation or movement of Tenant's property
in or about the Building or the  Premises;  or (d) any act or omission by Tenant
or its officers, partners, employees, agents, contractors or invitees.

         8.03 Repair Damage.  Tenant shall, at its own cost and expense,  repair
or replace any damage or injury to all or any part of the Premises, the Building
and the Project, if applicable,  caused by Tenant or Tenant's agents, employees,
invitees, licensees or visitors; provided, however, if Tenant fails to make such
repairs or replacements promptly, Landlord may, at its option, make such repairs
or  replacements  and Tenant shall  reimburse the cost, plus a ten percent (10%)
overhead charge therefor, to Landlord on demand.

         8.04 No Waste.  Tenant shall not commit or allow any waste or damage to
be committed on any portion of the Premises.

         8.05 Landlord's  Rights.  Landlord and its  contractors  shall have the
right, at all reasonable times and upon prior oral or telephone notice to Tenant
at the Premises, other than in the case of any emergency in which case no notice
shall  be  required,  to enter  upon the  Premises  to make any  repairs  to the
Premises or the Building reasonably  required or deemed reasonably  necessary by
Landlord and to erect such equipment,  including  scaffolding,  as is reasonably
necessary to effect such repairs. During the pendency of such repairs,  Landlord
shall use reasonable  efforts to minimize any material  interruption of Tenant's
business;  provided,  that if such repairs by Landlord are required to remedy an
emergency  situation  or to cure a breach or default by Tenant under this Lease,
Landlord shall not be obligated to minimize such interference.

                                       13
<PAGE>

               ARTICLE IX -ALTERATIONS, ADDITIONS AND IMPROVEMENTS

         9.01 Landlord's Consent; Conditions. Tenant shall not make or permit to
be made any  alternations,  additions,  or  improvements  in or to the  Premises
("Alterations")  without the prior written  consent of Landlord,  which consent,
with respect to non-structural  alterations,  shall not be unreasonably withheld
or delayed.  Landlord may impose as a condition to making any  Alterations  such
requirements  as Landlord in its sole  discretion  deems  necessary or desirable
including without limitation:  Tenant's  submission to Landlord,  for Landlord's
prior  written  approval,  of  all  plans  and  specifications  relating  to the
Alterations;  Landlord's  prior  written  approval of the time or times when the
Alterations  are to be  performed;  Landlord's  prior  written  approval  of the
contractors   and   subcontractors   performing  work  in  connection  with  the
Alterations;  employment only of union contractors and  subcontractors who shall
not cause  labor  disharmony;  Tenant's  receipt of all  necessary  permits  and
approvals  from  all  governmental  authorities  having  jurisdiction  over  the
Premises prior to the  construction  of the  Alterations;  Tenant's  delivery to
Landlord of such bonds and insurance as Landlord shall reasonably  require;  and
Tenant's  payment to  Landlord  of all costs and  expenses  incurred by Landlord
because of Tenant's Alterations,  including but not limited to costs incurred in
reviewing  the  plans  and   specifications   for,  and  the  progress  of,  the
Alterations.  Tenant is required to provide  Landlord  written notice of whether
the  Alterations  include the Handling of any  Hazardous  Materials  and whether
these  materials are of a customary and typical  nature for industry  practices.
upon completion of the Alterations, Tenant shall provide Landlord with copies of
as-built  plans.  Neither the  approval by Landlord of plans and  specifications
relating to any  Alterations  nor  Landlord's  supervision  or monitoring of any
Alterations  shall constitute any warranty by Landlord to Tenant of the adequacy
of the  design  for  Tenant's  intended  use or the  proper  performance  of the
Alterations.**/

         9.02  Performance  of  Alterations  Work.  All  work  relating  to  the
Alterations  shall be performed in compliance with the plans and  specifications
approved by landlord,  all applicable laws, ordinances,  rules,  regulations and
directives  of  all  governmental  authorities  having  jurisdiction  (including
without  limitation  Title 24 of the  California  Administrative  Code)  and the
requirements of all carriers of insurance on the Premises and the Building,  the
Board of Underwriters,  Fire Rating Bureau,  or similar  organization.  All work
shall  be  performed  in a  diligent,  first  class  manner  and  so as  not  to
unreasonably  interfere  with any other  tenants or occupants of the Building or
the  Project,  if  applicable.  All costs  incurred by Landlord  relating to the
Alterations  shall be  payable to  Landlord  by Tenant as  additional  rent upon
demand.  No  asbestos-containing  materials shall be used or incorporated in the
Alterations.   No   lead-containing   surfacing   material,   solder,  or  other
construction  materials  or fixtures  where the  presence of lead might create a
condition  or  exposure  not in  compliance  with  Environmental  Laws  shall be
incorporated in the Alterations.

                                       14
<PAGE>

         9.03 Liens.  Tenant shall pay when due all costs for work performed and
material supplied to the Premises.  Tenant shall keep Landlord, the Premises and
the Building free from all liens, stop notices and violation notices relating to
the  Alterations  or any other work  performed  for,  materials  furnished to or
obligations incurred by or for Tenant and Tenant shall protect,  indemnify, hold
harmless and defend Landlord,  the Premises and the Building of and from any and
all loss,  cost,  damage,  liability  and expense,  including  attorneys'  fees,
arising out of or related to any such liens or notices.  Further,  Tenant  shall
give Landlord not less than seven (7) business days prior written  notice before
commencing any  Alterations in or about the Premises to permit  Landlord to post
appropriate notices of  non-responsibility.  Tenant shall also secure,  prior to
commencing  any  Alternations,  at Tenant's sole expense,  a completion and lien
indemnity bond  satisfactory  to Landlord for such work.  During the progress of
such work,  Tenant shall, upon Landlord's  request,  furnish Landlord with sworn
contractor's   statements  and  lien  waivers   covering  all  work  theretofore
performed.  Tenant shall satisfy or otherwise  discharge all liens, stop notices
or other claims or  encumbrances  within ten (10) days after  Landlord  notifies
Tenant in writing that any such lien, stop notice, claim or encumbrance has been
filed. If Tenant fails to pay and remove such lien, claim or encumbrance  within
such ten (10) days, Landlord, at its election,  may pay and satisfy the same and
in such  event  the sums so paid by  landlord,  with  interest  from the date of
payment at the rate set forth in Section 4.06 hereof for amounts  owed  Landlord
by Tenant  shall be deemed to be  additional  rent due and  payable by Tenant at
once without notice or demand.

         9.04 Removal of Alterations. All Alterations shall become a part of the
Premises  and shall  become the  property of  Landlord  upon the  expiration  or
earlier  termination of this Lease,  unless  Landlord  shall,  by written notice
given to Tenant,  require Tenant to remove some or all of Tenant's  Alterations,
(whether  installed  during the Term of this Lease or any previous  occupancy of
the  Premises  by Tenant),  in which  event  Tenant  shall  promptly  remove the
designated  Alterations and shall promptly repair any resulting  damage,  all at
Tenant's sole expense. All business and trade fixtures, machinery and equipment,
furniture,  movable partitions and items of personal property owned by Tenant or
installed  by Tenant at its  expense  in the  Premises  shall be and  remain the
property of Tenant;  upon the  expiration or earlier  termination of this Lease.
Tenant shall,  at its sole expense,  remove all such items and repair any damage
to the  Premises or the  Building  caused by such  removal.  If Tenant  fails to
remove any such items or repair such damage  promptly  after the  expiration  of
earlier  termination  of the Lease,  Landlord  may,  but need not, do so with no
liability to Tenant, and Tenant shall pay Landlord the cost thereof upon demand.
notwithstanding  the foregoing to the contrary,  in the event Landlord gives its
consent,  pursuant to the  provisions  of Section  9.01 of this Lease,  to allow
Tenant to make an  Alteration in the Premises,  Landlord  agrees,  upon Tenant's
written  request,  to notify Tenant in writing at the time of the giving of such
consent whether  Landlord will require Tenant,  at Tenant's cost, to remove such
Alteration at the end of the Lease Term.

                    ARTICLE X -INDEMNIFICATION AND INSURANCE

         10.01 Indemnification.

                  (A) Tenant  agrees to protect,  indemnify,  hold  harmless and
         defend Landlord and any Mortgagee, as defined herein, and each of their
         respective  partners,   directors,   officers,  agents  and  employees,
         successors and assigns,  regardless of any negligence of, or imputed to
         Landlord  as  owner  of  the  Building,  Premises  or  underlying  real
         property, from and against:

                                       15
<PAGE>

                           (i) any and all  loss,  cost,  damage,  liability  or
         expense as incurred  (including  but not limited to actual  attorneys';
         fees and legal costs)  arising out of or related to any claim,  suit or
         judgment  brought by or in favor of any person or persons  for  damage,
         loss or expense due to, but not limited to,  bodily  injury,  including
         death,  or property  damage  sustained by such person or persons  which
         arises out

--------------
     **/ Notwithstanding the foregoing and the provisions of Article 9.01 Tenant
may make non-structural alterations to the interior of the Premises costing less
than $5,000.00 without obtaining the Landlord's consent.



         of,  is  occasioned  by or is in any  way  attributable  to the  use or
         occupancy  of the  Premises  or any  portion  of  the  Building  or the
         Project, if applicable, by Tenant or the acts or omissions of Tenant or
         its agents,  employees,  contractors,  clients,  invitees or subtenants
         except  that caused by the sole  active  negligence  of Landlord or its
         agents or  employees.  Such loss or damage  shall  include,  but not be
         limited to, any injury or damage to, or death of, Landlord's  employees
         or agents or damage to the  Premises or any portion of the  Building or
         the Project, if applicable.

                           (ii) any and all  environmental  damages  which arise
         from: (i) the Handling, presence or migration of any Tenant's Hazardous
         Materials,  as defined in Section 6.03 or (ii) the breach of any of the
         provisions of this Lease. For the purpose of this Lease, "environmental
         damages"  shall mean (a) all  claims,  judgments,  damages,  penalties,
         fines,  costs,  liabilities,  and losses (including without limitation,
         diminution  in the value of the premises or any portion of the Building
         or the Project,  if applicable,  damages for the loss of or restriction
         on the  use of  rentable  or  usable  space  or of any  amenity  of the
         Premises or any portion of the Building or the Project,  if applicable,
         and from any adverse impact of Landlord's  marketing of space); (b) all
         reasonable  sums  paid  for  settlement  of  claims,  attorneys'  fees,
         consultants'  fees and  experts'  fees;  and (c) all costs  incurred by
         Landlord in connection with  investigation  or remediation  relating to
         the Handling of Tenant's Hazardous  Materials,  whether or not required
         by Environmental Laws, necessary for Landlord to make full economic use
         of the  Premises or any  portion of the  Building  or the  Project,  if
         applicable,  or otherwise required under this Lease. To the extent that
         Landlord is strictly  liable  under any  Environmental  Laws,  Tenant's
         obligation  to Landlord and the other  indemnities  under the foregoing
         indemnification  shall  likewise be without regard to fault on Tenant's
         part with  respect  to the  violation  of any  Environmental  Law which
         results  in  liability  to the  indemnitee.  Tenant's  obligations  and
         liabilities pursuant to this Section 10.01 shall survive the expiration
         or earlier termination of this Lease.

                           (iii) any and all testing or  investigation as may be
         requested  by any  governmental  agency or lender  for the  purpose  of
         investigating the presence of Tenant's Hazardous Materials that may not
         be in compliance with Environmental Laws.

                  (B) Notwithstanding anything to the contrary contained herein,
         nothing  shall  be  interpreted  or used to in any way  affect,  limit,
         reduce or abrogate any insurance  coverage  provided by any insurers to
         either Tenant or Landlord.

                                       16
<PAGE>

                  (C) Notwithstanding anything to the contrary contained in this
         Lease,  nothing herein shall be construed to infer or imply that Tenant
         is a partner,  joint venturer,  agent, employee, or otherwise acting by
         or at the direction of Landlord.

         10.02    Property Insurance.

                  (A) At all times during the Lease Term,  Tenant shall  procure
         and maintain, at its sole expense,  "all-risk" property insurance,  for
         damage  or  other  loss  caused  by fire or  other  casualty  or  cause
         including, but not limited to, vandalism and malicious mischief, theft,
         water  damage of any type,  including  sprinkler  leakage,  bursting of
         pipes,  explosion,  in any  amount  not less than one  hundred  percent
         (100%) of the replacement cost covering (a) all leasehold  improvements
         in and to the  Premises  and (b) Tenant's  trade  fixtures,  equipment,
         business records and other personal property from time to time situated
         in the  Premises,  including,  without  limitation,  all floor and wall
         coverings.  The proceeds of such insurance shall be used for the repair
         or  replacement  of the  property  so  insured,  except  that if not so
         applied  or if this  Lease is  terminated  following  a  casualty,  the
         proceeds  applicable  to the  leasehold  improvements  shall be paid to
         Landlord  and the proceeds  applicable  to Tenant's  personal  property
         shall be paid to Tenant.

                  (B) At all times during the Lease Term,  Tenant shall  procure
         and  maintain  business  interruption  insurance in such amount as will
         reimburse  Tenant for direct or indirect loss of earnings  attributable
         to all perils insured against in Section 10.02(A).

                  (C) Landlord  shall at all times during the Lease Term procure
         and maintain  "all-risk" property insurance in the amount not less than
         ninety  percent  (90%) of the insurable  replacement  cost covering the
         Building in which the Premises are located and such other  insurance as
         may be required by a Mortgagee or otherwise desired by Landlord.

         10.03    Liability Insurance.

                  (A) At all times during the Lease Term,  Tenant shall  procure
         and  maintain,  at  its  sole  expense,  commercial  general  liability
         insurance  applying to the use and  occupancy  of the  Premises and the
         business  operated  by  Tenant.  Such  insurance  shall  have a minimum
         combined  single  limit of  liability  of at least Two Million  Dollars
         ($2,000,000)  per occurrence and a general  aggregate limit of at least
         Two Million Dollars,  ($2,000,000).  All such policies shall be written
         to apply to all bodily injury,  property damage, personal injury losses
         and  shall  be   endorsed   to  include   Landlord   and  its   agents,
         beneficiaries,  partners,  employees,  and any deed of trust  holder or
         mortgagee of Landlord or any ground  lessor as additional  insured.  (A
         list of the  current  persons and  entities  to be named as  additional
         insureds is attached  hereto as Exhibit  E.) Such  liability  insurance
         shall be written as primary  policies,  not excess or contributing with
         or secondary to any other insurance as may be available to the Landlord
         or additional insured.

                                       17
<PAGE>

                  (B)  Prior  to the  sale,  storage,  use  or  giving  away  of
         alcoholic  beverages  on or from the  Premises  by  Tenant  or  another
         person,  Tenant, at its own expense,  shall obtain a policy or policies
         of insurance  issued by a responsible  insurance  company and in a form
         acceptable to Landlord saving harmless and protecting  Landlord and the
         Premises  against  any  and  all  damages,  claims,  liens,  judgments,
         expenses and costs, including actual attorney's fees, arising under any
         present or future law, statute, or ordinance of the State of California
         or other governmental authority having jurisdiction of the Premises, by
         reason of any storage,  sale, use or giving away of alcoholic beverages
         on or from the  Premises.  Such policy or policies of  insurance  shall
         have  a  minimum   combined   single  limit  of  One  Million   Dollars
         ($1,000,000) per occurrence and shall apply to bodily injury,  fatal or
         nonfatal;  injury to means of  support;  and injury to  property of any
         person.  Such policy or policies of  insurance  shall name the Landlord
         and its agents, beneficiaries, partners, employees and any mortgagee of
         Landlord or any ground  lessor of Landlord as additional  insureds.  (A
         list of the  current  persons and  entities  to be named as  additional
         insureds is attached hereto as Exhibit E.)

                  (C)  Landlord  shall,  at all times  during  the  Lease  Term,
         procure and maintain  commercial  general  liability  insurance for the
         Building  and  Common  Area in which the  Premises  are  located.  Such
         insurance  shall have minimum  combined single limit of liability of at
         least Two Million Dollars  ($2,000,000)  per occurrence,  and a general
         aggregate limit of at least Two Million Dollars ($2,000,000).

         10.04 Workers'  Compensation  Insurance.  At all times during the Lease
Term,  Tenant shall  procure and  maintain  Workers'  Compensation  Insurance in
accordance  with the laws of the State of California,  and Employers'  Liability
insurance  with a limit not less than One Million  Dollars  ($1,000,000)  Bodily
Injury Each Accident; One Million Dollars ($1,000,00) Bodily Injury By Disease -
Each Person;  and One Million  Dollars  ($1,000,000)  Bodily Injury by Disease -
Policy Limit.

         10.05  Automobile  Liability  Insurance.  At all times during the Lease
Term,  Tenant  shall  provide  and  maintain  at its  sole  expense,  commercial
automobile  liability insurance  including owned,  non-owned and hired vehicles,
applying to the use of any  vehicles  arising out of the  operations  of Tenant.
Such  insurance  shall apply to bodily injury and property  damage in a combined
single limit of not less than One Million Dollars ($1,000,000) per accident.

         10.06  Plate  Glass  Insurance.  At any time during the Lease Term when
there is plate glass in or on the  Premises,  Tenant shall procure and maintain,
at its sole expense,  plate glass insurance  covering all the plate glass of the
Premises in amounts satisfactory to Landlord.

         10.07 Warehouseman's  Insurance. At any time during the Lease Term when
Tenant's  use of the  Premises  includes  or involves  any  activity as a bonded
agent, consignee or warehouseman, Tenant shall procure and maintain, at its sole
expense, insurance covering all goods and materials held at the Premises in such
capacity,  providing  protection against all damage, loss, theft, or other peril
which may occur in connection  therewith in an amount not less than Five Million
Dollars ($5,000,000.00).

                                       18
<PAGE>

         10.08 Policy  Requirements.  All insurance required to be maintained by
Tenant  shall be  issued  by  insurance  companies  authorized  to do  insurance
business in the State of  California  and related not less than A-VIII in Best's
Insurance  Guide or a Standard and Poor's  claims paying  ability  rating of not
less than AA. A certificate  of insurance (or, at Landlord's  option,  copies of
the applicable  policies) evidencing the insurance required under this Article X
shall be  delivered  to  landlord  not less than  thirty  (30) days prior to the
Commencement   Date.  No  such  policy  shall  be  subject  to  cancellation  or
modification without thirty(30) days prior written notice to Landlord and to any
deed of trust  holder,  mortgagee  or ground  lessor  designated  by Landlord to
Tenant.  Tenant shall  furnish  Landlord  with a  replacement  certificate  with
respect to any insurance not less than thirty (30) days prior to the  expiration
of the current  policy.  Tenant  shall have the right to provide  the  insurance
required  by this  Article X  pursuant  to  blanket  policies,  but only if such
blanket policies  expressly provide coverage to the Premises and the Landlord as
required by this Lease.

         10.09  Waiver of  Claims.  Except for claims  arising  from  Landlord's
intentional or grossly negligent acts that are not covered by Tenant's insurance
hereunder,  Tenant  waives all  claims  against  Landlord  of injury or death to
persons,  damage to property or to any other  interest  of Tenant  sustained  by
Tenant or any party claiming  through Tenant  resulting from: (i) any occurrence
in or upon the Premises, (ii) leaking of roofs, bursting, stoppage or leaking of
water, gas, sewer or steam pipes or equipment, including sprinklers, (iii) wind,
rain, snow, ice, flooding, freezing, fire, explosion, earthquake, excessive heat
or cold,  fire or  other  casualty,  (iv) the  Building,  Premises,  systems  or
equipment  therefor  being  defective,  out  of  repair,  or  failing,  and  (v)
vandalism,  malicious  mischief,  theft or other acts or  omissions or any other
parties including,  without limitation, other tenants, contractors and invitees.
To the extent  that Tenant is  required  to or does carry  insurance  hereunder,
Tenant  agrees  that  Tenant's  property  loss  risks  shall  be  borne  by such
insurance,  and Tenant  agrees to look solely to and seek recovery only from its
insurance  carriers  in the  event of such  losses;  for  purposes  hereof,  any
deductible  amount  shall be  treated as though it were  recoverable  under such
policies.

         10.10  Waiver of  Subrogation.  Each party  hereby  waives any right of
recovery  against the other for injury or loss  covered by insurance or required
to be covered,  to the extent of the injury or loss covered thereby.  Any policy
of insurance to be provided by Tenant pursuant to this Article X shall contain a
clause denying the insurer any right of subrogation against Landlord.

         10.11  Failure to Insure.  If Tenant  fails to maintain  any  insurance
which Tenant is required to maintain pursuant to this Article X, Tenant shall be
liable to Landlord for any loss of cost resulting from such failure to maintain.
Tenant may not self-insure against any risks required to be covered by insurance
without Landlord's prior written consent.

                        ARTICLE XI -DAMAGE OR DESTRUCTION

         11.01 Total  Destruction.  Except as provided in Section  11.03  below,
this Lease shall automatically terminate if the Building is totally destroyed.

                                       19
<PAGE>

         11.02 Partial  Destruction of Premises.  If the Premises are damaged by
any  casualty  and,  in  landlord's  opinion,  the  Premises  (exclusive  of any
Alterations  made to the Premises by Tenant) can be restored to its pre-existing
condition  within one hundred  eighty (180) days after the date of the damage or
destruction  using only the  insurance  proceeds  made  available  to  Landlord,
Landlord  shall,  upon  written  notice from Tenant to Landlord of such  damage,
except as  provided  in  Section  11.03,  promptly  and with due  diligence  use
available  insurance proceeds to repair any damage to the Premises (exclusive of
any Alterations to the Premises made by Tenant, which shall be promptly repaired
by Tenant at its sole expense) and, until such repairs are  completed,  the Rent
shall be abated from the date of damage or  destruction  in the same  proportion
that the  rentable  area of the  portion of the  Premises  which is  unusable by
Tenant in the conduct of its business  bears to the total  rentable  area of the
Premises.  If such repairs  cannot,  in Landlord's  opinion,  either (i) be made
within said one hundred eighty (180) day period, or (ii) be completed using only
the  insurance  proceeds made  available to Landlord,  then Landlord may, at its
option,  exercisable  by written  notice given to Tenant within thirty (30) days
after the date of the damage or destruction,  elect to make the repairs within a
reasonable time after the damage or destruction, in which event this Lease shall
remain in full force and effect but the Rent shall be abated as  provided in the
preceding  sentence;  if Landlord  does not so elect to make the  repairs,  then
either  Landlord or Tenant shall have the right,  by written notice given to the
other  within  sixty (60) days after the date of the damage or  destruction,  to
terminate this Lease as of the date of the damage or destruction.

         11.03 Exceptions to Landlord's Obligations. Notwithstanding anything to
the contrary  contained in this Article XI, Landlord shall have no obligation to
repair the  Premises  if either:  (a) the  Building  in which the  Premises  are
located is so damaged as to require  repairs to the  Building  exceeding  twenty
percent  (20%) of the full  insurable  value of the  Building;  or (b)  Landlord
elects to demolish the  Building in which the  Premises are located;  or (c) the
damage or  destruction  occurs less than two (2) years  prior to the  Expiration
Date, exclusive of option periods. In addition,  Landlord's obligation to repair
as set forth in this  Article XI shall be  limited  to the  extent of  insurance
proceeds made available to Landlord.  Further, Tenant's Rent shall not be abated
if either (i) the damage or  destruction  is repaired  within five (5)  business
days after Landlord receives written notice from Tenant of the casualty, or (ii)
Tenant, or any officers,  partners,  employees, agents or invitees of Tenant, or
any assignee or subtenant of Tenant,  is, in whole or in part,  responsible  for
the damage or destruction.

         11.04 Waiver.  The provisions  contained in this Lease shall  supersede
any contrary laws (whether statutory,  common law or otherwise) now or hereafter
in effect relating to damage, destruction,  self-help or termination,  including
California Civil Code Sections 1932 and 1933.  Notwithstanding the provisions of
Article XI, in the event the Lease is  terminated  by either  Landlord or Tenant
under Article XI the Security Deposit shall be returned to Tenant.

                            ARTICLE XII -CONDEMNATION

         12.01 Taking.  If the entire  Premises or so much of the Premises as to
render the balance  unusable by Tenant shall be taken by  condemnation,  sale in
lieu of  condemnation  or in any other  manner  for any  public or  quasi-public
purpose  (collectively  "Condemnation"),  and if the Landlord, at its option, is
unable or unwilling to provide substitute  premises  containing at least as much
rentable  area as  described  in  Section  1.02  above,  then this  Lease  shall
terminate on the date that title or  possession  to the Premises is taken by the
condemning authority, whichever is earlier.

                                       20
<PAGE>

         12.02  Award.  In the event of any  Condemnation,  the entire aware for
such  taking  shall  belong to  Landlord.  Tenant  shall  have no claim  against
Landlord  or the  award of the  value  of any  unexpired  term of this  Lease or
otherwise.  Tenant shall be entitled to independently pursue a separate award in
a separate proceeding for Tenant's relocation costs directly associated with the
taking, provided such separate award does not diminish Landlord's award.

         12.03  Temporary  Taking.  No temporary  taking of the  Premises  shall
terminate  this Lease or entitle  Tenant to any abatement of the Rent payable to
Landlord under this Lease; provided,  further, that any award for such temporary
taking shall  belong to Tenant to the extent that the award  applies to any time
period  during  the Lease  Term and to  Landlord  to the  extent  that the award
applies to any time period outside the Lease Term.

                     ARTICLE XIII -ASSIGNMENT AND SUBLETTING

         13.01  Restriction.  Without  the prior  written  consent of  Landlord,
Tenant shall not, either voluntarily or by operation of law, assign encumber, or
otherwise  transfer this Lease or any interest herein, or sublet the Premises or
any part  thereof,  or permit the  Premises to be occupied by anyone  other than
Tenant or Tenant's  employees  (any such  assignment,  encumbrance,  subletting,
occupation or transfer is hereinafter referred to as a "Transfer"). For purposes
of this  Lease,  the term  "Transfer"  shall  also  include  (as) if Tenant is a
partnership, the withdrawal or change, voluntary, involuntary or by operation of
law, or a majority of the partners,  or a transfer of a majority of  partnership
interest,  within a twelve month period,  or the dissolution of the partnership,
and (b) if  Tenant is a  closely  held  corporation  (i.e.,  whose  stock is not
publicly  held and not traded  through an  exchange or over the  counter),  or a
limited liability company,  the dissolution,  merger,  consolidation,  division,
liquidation or other  reorganization of Tenant, or within a twelve month period:
(i) the sale or other  transfer of more than an  aggregate  of 50% of the voting
securities of Tenant (other than to immediate  family  members by reason of gift
or death) or (ii) the sale,  mortgage,  hypothecation  or pledge of more than an
aggregate  of 50% of Tenant's net assets.  An  assignment,  subletting  or other
action in violation of the foregoing  shall be void and, at  Landlord's  option,
shall  constitute  a material  breach of this  Lease.  notwithstanding  anything
contained  in this Article XIV to the  contrary,  Tenant shall have the right to
assign  the  Lease  or  sublease  the  Premises,  or  any  part  thereof,  to an
"Affiliate"  without the prior  written  consent of Landlord,  but upon at least
twenty (20) days prior written notice to Landlord,  provided that the use of the
Premises by said Affiliate is identical to the use in Section 1.10 of the Lease,
and provided further that said Affiliate is not in default under any other lease
for space in a property that is managed by Heitman Properties Ltd. or any of its
affiliates.  For purposes of this provision, the term "Affiliate" shall mean any
corporation or other entity controlling,  controlled by, or under common control
with (directly or indirectly) Tenant, including,  without limitation, any parent
corporation  controlling Tenant or any subsidiary that Tenant controls. The term
"control", as used herein, shall mean the power to direct or cause the direction
of the management  and policies for the controlled  entity through the ownership
of more than fifty  percent (50%) of the voting  securities  in such  controlled
entity.  Notwithstanding anything contained in this Article XIV to the contrary,
Tenant  expressly  covenants  and agrees not to enter into any lease,  sublease,
license,  concession or other agreement for use, occupancy or utilization of the
Premises which  provides for rental or other payment for such use,  occupancy or
utilization  based in whole or in part on the net income or  profits  derived by
any person from the property leased,  used,  occupied or utilized (other than an
amount based on a fixed  percentage or  percentages  of receipts or sales),  and
that any such purported lease, sublease,  license, concession or other agreement
shall be  absolutely  void  and  ineffective  as a  conveyance  of any  right or
interest in the  possession,  use,  occupancy or  utilization of any part of the
Premises.

         13.02 Notice to Landlord. If Tenant desires to assign this Lease or any
interest  herein,  or to sublet all or any part of the  Premises,  then at least
thirty  (30) days but not more than one hundred  eighty  (180) days prior to the
effective date of the proposed assignment or subletting,  Tenant shall submit to
Landlord in connection with Tenant's request for Landlord's consent:

                                       21
<PAGE>

                  (A) A  statement  containing  (i) the name and  address of the
         proposed  assignee or subtenant;  (ii) such financial  information with
         respect  to the  proposed  assignee  or  subtenant  as  Landlord  shall
         reasonably require; (iii) the type of use proposed of the Premises; and
         (iv)  all  of  the  principal  terms  of  the  proposed  assignment  or
         subletting; and

                  (B) Four (4) originals of the assignment or sublease on a form
         approved by Landlord and four (4) originals of the  Landlord's  Consent
         to Sublease or Assignment and Assumption of Lease and Consent.

         13.03  Landlord's  Recapture  Rights.  At any  time  within  twenty(20)
business  days  after  Landlord's  receipt of all (but not less than all) of the
information and documents described in Section 14.02 above, Landlord may, at its
option by written  notice to Tenant,  elect to: (a) sublease the Premises or the
portion  thereof  proposed  to be sublet by Tenant  upon the same terms as those
offered to the proposed subtenant;  (b) take an assignment of the Lease upon the
same terms as those offered to the proposed assignee; or (c) terminate the Lease
in its entirety or as to the portion of the Premises  proposed to be assigned or
sublet,  with a  proportionate  adjustment in the Rent payable  hereunder if the
Lease is terminated  as to less than all of the  Premises.  If Landlord does not
exercise any of the options  described in the preceding  sentence,  then, during
the above  described  twenty (20)  business  day period,  Landlord  shall either
consent or deny its consent to the proposed assignment or subletting.***/




------------
     ***/ "Notwithstanding the foregoing, Landlord's termination right set forth
in this  paragraph  shall not apply to the extent of a sublease or assignment of
less than 25^ of the rentable  square footage in the Premises.  In addition,  in
the event Landlord elects to terminate the Lease in accordance with the terms of
this article, such termination shall not be effective and the lease shall remain
in full force and effect if Tenant  revokes in  writing  its prior  request  for
consent within 48 hours after receiving Landlord's termination notice".

                                       22
<PAGE>


         13.04 Landlord's Consent;  Standards.  Landlord's consent to a proposed
assignment or subletting shall not be unreasonably withheld; but, in addition to
any other  grounds for denial,  landlord's  consent  shall be deemed  reasonably
withheld if, in Landlord's  good faith  judgment:  (i) the proposed  assignee or
subtenant does not have the financial  strength to perform its obligations under
this Lease or any proposed  sublease;  (ii) the business and  operations  of the
proposed assignee or subtenant are not of comparable quality to the business and
operations being conducted by other tenants in the Building;  (iii) the proposed
assignee or subtenant  intends to use any part of the Premises for a purpose not
permitted under the Lease;  (iv) either the proposed  assignee or subtenant,  or
any person which directly or indirectly controls,  is controlled by, or is under
common  control with the proposed  assignee or subtenant  occupies  space in the
Building or the Project, if applicable, or is negotiating with Landlord to lease
space in the Building or the Project,  if applicable;  (v) the proposed assignee
or subtenant is disreputable;  or (vi) the use impact the Building in a negative
manner including,  but not limited to,  significantly  increasing the pedestrian
traffic, parking capacity and requirements,  and truck traffic in and out of the
Building or requiring  any  alterations  to the ingress and egress  suitable for
normal  renting  purposes;  (vii) the  transferee is a government  (or agency or
instrumentality thereof) or (ix) Tenant has failed to cure a default at the time
Tenant requests consent to the proposed Transfer.

         13.05 Additional  Rent. If Landlord  consents to any such assignment or
subletting,  all sums or other  economic  consideration  received  by  Tenant in
connection with such assignment or subletting,  whether denominated as rental or
otherwise, exceeds, in the aggregate, the total sum which Tenant is obligated to
pay Landlord under this Lease (prorated to reflect obligations allocable to less
than all of the Premises  under a sublease)  shall be paid to Landlord  promptly
after receipt as additional  Rent under the Lease without  affecting or reducing
any other obligation of Tenant hereunder.

         13.06  Landlord's  Costs. If Tenant shall Transfer this Lease of all or
any part of the  Premises  or shall  request  the  consent  of  Landlord  to any
Transfer,  Tenant  shall pay to Landlord as  additional  rent  Landlord's  costs
related thereto,  including Landlord's  reasonable attorneys' fees and a minimum
fee to Landlord of Five Hundred Dollars ($500.00).

         13.07  Continuing  Liability of Tenant.  Notwithstanding  any Transfer,
including  an  assignment  or sublease to an  affiliate,  Tenant shall remain as
fully and primarily  liable for the payment of Rent and for the  performance  of
all other obligations of Tenant contained in this Lease to the same extent as if
the Transfer had not occurred;  provided,  however,  that any act or omission of
any  transferee  that  violates  the  terms of this  Lease  shall be  deemed  as
violation of this Lease by Tenant.

         13.08  Non-Waiver.  The consent by Landlord to any  Transfer  shall not
relieve Tenant,  or any person claiming through or by Tenant,  of the obligation
to obtain the consent of Landlord,  pursuant to this Article XIV, to any further
Transfer. In the event of an assignment or subletting, Landlord may collect rent
from the assignee or the  subtenant  without  waiving any rights  hereunder  and
collection  of the rent from a person  other than Tenant  shall not be deemed as
waiver of any of  Landlord's  rights under this Article  XIV, an  acceptance  of
assignee or subtenant as Tenant,  or a release of Tenant from the performance of
Tenant's  obligations under this Lease. If Tenant shall default under this Lease
and fail to cure within the time permitted,  Landlord is irrevocably authorized,
as Tenant's agent and  attorney-in-fact,  to direct any assignee or subtenant to
make all payments under or in connection  with he Transfer  directly to Landlord
(which Landlord shall apply towards Tenant's  obligations under the Lease) until
such default is cured.

                                       23
<PAGE>

                            ARTICLE XIV - DEFINITIONS

         14.01  Events  of  Default  By  Tenant.  The  occurrence  of any of the
following  shall  constitute  a  material  default  and  breach of this Lease by
Tenant:

                  (A) The  failure  by Tenant to pay Base Rent or make any other
         payment required to be made by Tenant hereunder as and when due.

                  (B) The  abandonment of the Premises by Tenant or the vacation
         of the Premises by Tenant for fourteen (14)  consecutive  days (with or
         without the payment of Rent).

                  (C) The  making by Tenant of any  assignment  of this Lease or
         any  sublease  of all or  part of the  Premises,  except  as  expressly
         permitted under Article XIV of this Lease.

                  (D) The  failure by Tenant to  observe  or  perform  any other
         provisions  of this Lease to be observed or performed by Tenant,  other
         than those described in Sections 15.01(A),  15.01(B) or 15.01(C) above,
         if such failure  continues  for thirty (30) days after  written  notice
         thereof by Landlord to Tenant; provided, however, that if the nature of
         the default is such that it cannot be cured  within the thirty (30) day
         period,  no default  shall be deemed to exist if Tenant  commences  the
         curing of the default  promptly  within such thirty (30) day period and
         thereafter  diligently  prosecutes  the same to completion and achieves
         the same within sixty (60) days after the  occurrence  of such default.
         The thirty (30) day notice  described  herein  shall be in lieu of, and
         not in  addition  to, any notice  required  under  Section  1161 of the
         California Code of Civil Procedure or any other law now or hereafter in
         effect  requiring  that  notice  of  default  be  given  prior  to  the
         commencement of an unlawful detainer or other legal proceedings.

                  (E) The  making by Tenant of any  general  assignment  for the
         benefit of  creditors,  the  filing by or against  Tenant or any one or
         more of the  Guarantors,  if any,  of a petition  under any  federal or
         state bankruptcy or insolvency laws (unless,  in the case of a petition
         filed against Tenant or any one or more of the Guarantors,  if any, the
         same  is  dismissed   within  thirty  (30)  days  after  filing);   the
         appointment   of  a  trustee  or   receiver  to  take   possession   of
         substantially  all of  Tenant's  assets  at the  Premises  or  Tenant's
         interest in this Lease or the Premises, when possession is not restored
         to Tenant within thirty (30) days; the  attachment,  execution or other
         seizure of substantially all of Tenant's assets located at the Premises
         or Tenant's interest in this Lease or the Premises,  if such seizure is
         not discharged within thirty (30) days; or the death or the dissolution
         of Tenant or any one or more of the Guarantors, if any.

                  (F)  Any  material   misrepresentation   herein,  or  material
         misrepresentation  or omission  in any  financial  statements  or other
         materials provided by Tenant in connection with negotiating or entering
         into this Lease or in connection with any Transfer under Section 14.01.

         14.02 Landlord's  Right to Terminate Upon Tenant Default.  In the event
of any default by Tenant as provided in Section 15.01 above, Landlord shall have
the right to  terminate  this Lease and recover  possession  of the  Premises by
giving written notice to Tenant of Landlord's  election to terminate this Lease,
in which event Landlord shall be entitled to receive from Tenant:

                                       24
<PAGE>

                  (A) The worth at the time of award of any  unpaid  Rent  which
         had been earned at the time of such termination; plus

                  (B) 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  Tenant  proves
         could have been reasonably avoided; plus

                  (C) The worth at the time of award of the  amount by which the
         unpaid Rent for the balance of the term after the time of award exceeds
         the amount of such rental loss that Tenant  proves could be  reasonably
         avoided; plus

                  (D) 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 int he ordinary course of things
         would be likely to result therefrom; and

                  (E) 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.

         As used in  subparagraphs  (A) and (B)  above,  "worth  at the  time of
award"  shall be  computed  by  allowing  interest  on such  amounts at the then
highest lawful rate of interest,  but in no event to exceed one percent (1%) per
annum plus the rate  established by the Federal Reserve Bank of San Francisco on
advances  made to member banks under  Section 13 and 13a of the Federal  Reserve
Act ("discount  rate") prevailing at the time of the award. As used in paragraph
(C) above,  "worth at the time of award" shall be computed by  discounting  such
amount by (i) the discount  rate of the Federal  Reserve  Bank of San  Francisco
prevailing at the time of award plus (ii) one percent (1%).

         14.03  Mitigation  of  Damages.  If Landlord  terminates  this Lease or
Tenant's right to possession of the Premises,  Landlord shall have no obligation
to mitigate  Landlord's damages except to the extent required by applicable law.
If Landlord has not terminated this Lease or Tenant's right to possession of the
Premises,  Landlord shall have no obligation to mitigate under any circumstances
and may permit the  Premises  to remain  vacant or  abandoned.  If  Landlord  is
required to mitigate damages as provided herein:  (i) Landlord shall be required
only to use reasonable efforts to mitigate,  which shall not exceed such efforts
as Landlord  generally uses to lease other space in the Building,  (ii) Landlord
will not be deemed to have failed to  mitigate  if  Landlord  or its  affiliates
lease any other  portions of the Building,  Project or other  projects  owned by
Landlord or its affiliates int he same geographic area,  before reletting all or
any portion of the  Premises,  and (iii) any  failure to  mitigate as  described
herein  with  respect to any period of time shall only reduce the Rent and other
amounts to which Landlord is entitled  hereunder by the reasonable  rental value
of the  Premises  during  such  period.  In  recognition  that the  value of the
Building  depends on the rental  rates and terms of leases  therein,  Landlord's
rejection  of a  prospective  replacement  tenant  based on any offer or rentals
below  Landlord's  published  rates for new  leases of  comparable  space at the
Building  at the time in  question,  or at  Landlord's  option,  below the rates
provided in this Lease, or containing  terms less favorable than those contained
herein,  shall  not give  rise to a claim by  Tenant  that  Landlord  failed  to
mitigate Landlord's damages.

                                       25
<PAGE>

         14.04  Landlord's  Right To Continue Lease Upon Tenant Default.  In the
event of a default of this Lease and  abandonment of the Premises by Tenant,  if
Landlord  does not elect to  terminate  this Lease as provided in Section  15.02
above,  Landlord may from time to time, without terminating this Lease,  enforce
all of its rights and remedies under this Lease. Without limiting the foregoing,
Landlord  has the remedy  described  in  California  Civil Code  Section  1951.4
(Landlord  may  continue  this  Lease  in  effect  after  Tenant's   breach  and
abandonment  and  recover  Rent as it  becomes  due,  if Tenant has the right to
Transfer, subject only to reasonable limitations). In the event Landlord re-lets
the  Premises,  to the fullest  extent  permitted  by law,  the  proceeds of any
reletting  shall be applied  first to pay to Landlord  all costs and expenses of
such reletting (including without limitation,  costs and expenses of retaking or
repossessing the Premises, removing persons and property therefrom, securing new
tenants,  including  expenses for  redecoration,  alterations and other costs in
connection with preparing the Premises for the new tenant, and if Landlord shall
maintain  and operate the  Premises,  the costs  thereof)  and  receivers'  fees
incurred in connection  with the appointment of and performance by a receiver to
protect the Premises and Landlord's  interest under this Lease and any necessary
or reasonable alterations;  second, to the payment of any indebtedness of Tenant
to Landlord other than Rent due and unpaid  hereunder;  third, to the payment of
Rent  due and  unpaid  hereunder;  and the  residue,  if any,  shall  be held by
Landlord  and  applied in payment  of other or future  obligations  of Tenant to
Landlord  as the same may  become  due and  payable,  and  Tenant  shall  not be
entitled to receive any portion of such revenue.


         14.05 Right of Landlord to Perform. All covenants and agreements to bed
performed  by Tenant  under this Lease shall be  performed by Tenant at Tenant's
sole cost and expense.  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,  Landlord may, but shall not be obligated
to, make any  payment or perform any such other act on Tenant's  part to be made
or performed,  without waiving or releasing Tenant of its obligations under this
Lease. Any sums so paid by landlord and all necessary incidental costs, together
with interest  thereon at the lesser of the maximum rate permitted by law if any
or  twelve  percent  (12%)  per annum  from the date of such  payment,  shall be
payable to Landlord as  additional  rent on demand and  Landlord  shall have the
same rights and remedies in the event of nonpayment as in the case of default by
Tenant in the payment of Rent.

         14.06 Default Under Other Leases. If the term of any lease,  other than
this Lease, heretofore or hereafter made by Tenant for any space in the Building
or the Project,  if  applicable,  shall be terminated  or  terminable  after the
making of this Lease  because of any default by Tenant  under such other  lease,
such fact shall empower  Landlord,  at Landlord's sole option, to terminate this
Lease by notice to Tenant or to exercise any of the rights or remedies set forth
in Section 14.02.

         14.07  Non-Waiver.  Nothing in this  Article  shall be deemed to affect
Landlord's rights to indemnification  for liability or liabilities arising prior
to termination of this Lease or Tenant's right to possession of the Premises for
personal injury or property damages under the indemnification  clause or clauses
contained in this Lease. No acceptance by Landlord of a lesser sum than the Rent
then due shall be deemed to be other than on account of the earliest installment
of such Rent due,  nor shall any  endorsement  or  statement on any check or any
letter  accompanying  any check or  payment  as rent be  deemed  an  accord  and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to recover the balance of such installment or pursue any other
remedy in the Lease  provided.  The delivery of keys to any employee of Landlord
or  to  Landlord's  agent  or  any  employee  thereof  shall  not  operate  as a
termination  of this Lease or a surrender of the  Premises,  unless  Landlord in
writing both accepts such surrender and acknowledges such termination.

                                       26
<PAGE>

         14.08 Cumulative Remedies.  The specific remedies to which Landlord may
resort  under the terms of the Lease are  cumulative  and are not intended to be
exclusive of any other  remedies or means of redress to which it may be lawfully
entitle din case of any breach or threatened  breach by Tenant of any provisions
of the Lease. In addition to the other remedies provided in the Lease,  Landlord
shall be entitled to a restraint by  injunction of the violation or attempted or
threatened  violation of any of the  covenants,  conditions or provisions of the
Lease or to a decree  compelling  specific  performance  of any such  covenants,
conditions or provisions.

         14.09 Default by Landlord. Landlord's failure to perform or observe any
of its obligations under this Lease shall constitute a default by Landlord under
this Lease only if such failure shall  continue for a period of thirty (30) days
for the  additional  time, if any, that is reasonably  necessary to promptly and
diligently cure the failure after Landlord  receives  written notice from Tenant
specifying  the default.  The notice shall give in reasonable  detail the nature
and extent of the failure and shall identify the Lease  provision(s)  containing
the  obligation(s).  If Landlord shall default in the  performance of any of its
obligations  under this Lease (after notice and  opportunity to cure as provided
herein),  Tenant may pursue any remedies  available to it under the law and this
Lease,  except that, in no event shall Landlord be liable for punitive  damages,
lost profits,  business interruption,  speculative,  consequential or other such
damages.

                    ARTICLE XV - ATTORNEYS FEES: COST OF SUIT

         If  either  Landlord  or  Tenant  shall  commence  any  action or other
proceeding  against the other  arising out of, or relating to, this Lease or the
Premises,  the  prevailing  party shall be  entitled to recover  from the losing
party, in addition to any other relief,  its actual attorneys fees  irrespective
of whether or not the action of other  proceeding  is prosecuted to judgment and
irrespective of any court schedule of reasonable  attorneys'  fees. In addition,
Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees
incurred in collecting Rent or otherwise seeking enforcement against Tenant, its
sublessees and assigns, of Tenant's obligations under this Lease.

         Should Landlord be made a party to any litigation  instituted by Tenant
against a party other than Landlord,  or by a third party against Tenant, Tenant
shall indemnify,  hold harmless and defend Landlord from any and all loss, cost,
liability, damage or expense incurred by Landlord, including attorneys' fees, in
connection  with the  litigation,  unless  a final  non-appealable  judgment  is
rendered against Landlord in such litigation.

                   ARTICLE XVI - SUBORDINATION AND ATTORNMENT

         16.01 Subordination. This Lease, and the right of Tenant hereunder, are
and shall be subject and  subordinate  to the  interests  of (i) all present and
future ground leases and master leases of all or any part of the Building;  (ii)
present and future  mortgages and deeds of trust  encumbering all of any part of
the Building or the underlying  real estate;  (iii) all past and future advances
made  under  any  such  mortgages  or  deeds of  trust;  and (iv) all  renewals,
modifications,  replacements  and extensions of any such ground  leases,  master
leases,  mortgages and deeds of trust; provided,  however, that any lessor under
any such ground lease or master lease or any mortgagee or beneficiary  under any
such  mortgage or deed of trust (any such lessor,  mortgagee or  beneficiary  is
hereafter  referred  to as a  "Mortgagee")  shall  have the right to  elect,  by
written notice given to Tenant,  to have this Lease made superior in whole or in
pat to any such  ground  lease,  master  lease,  mortgage  or deed of trust  (or
subject and subordinate to such ground lease, master lease,  mortgage or deed of
trust but superior to any junior mortgage or junior deed of trust). Upon demand,
Tenant  shall  execute,  acknowledge  and  deliver  any  instruments  reasonably




                                       27
<PAGE>


requested  by  Landlord  or any such  Mortgagee  to effect the  purposes of this
Section 16.01. Such instruments may contain,  among other things,  provisions to
the effect that such  Mortgagee  (hereinafter,  for the purposes of this Section
16.01, a "Successor  Landlord")  shall (i) not be liable for any act or omission
of Landlord or its  predecessors,  if any,  prior to the date of such  Successor
Landlord's  succession  to  Landlord's  interest  under this lease;  (ii) not be
subject to any offsets or defenses  which  Tenant might have been able to assert
against  Landlord  or its  predecessors,  if  any,  prior  to the  date  of such
Successor  Landlord's  succession to Landlord's interest under this Lease; (iii)
not be liable for the return of any security  deposit under the Lease unless the
same shall have actually been deposited with such Successor  Landlord;  and (iv)
be entitled to receive  notice of any Landlord  default  under this Lease plus a
reasonable  opportunity to cure such default prior to Tenant having any right or
ability to terminate this Lease as a result of such Landlord default; (v) not be
bound by any rent or additional  rent which Tenant might have paid for more than
the  current  month  to  Landlord;  (vi)  not  be  bound  by  any  amendment  or
modification  of the Lease or any  cancellation  or  surrender  of the same made
without  Successor  Landlord's prior written consent;  (vii) not be bound by any
obligation  to make any payment to Tenant which was required to be made prior to
the time such Successor Landlord succeeded to Landlord's interest and (viii) not
be bound by any  obligation  under the Lease to perform  any work or to make any
improvements to the demised Premises.  Any obligations of any Successor Landlord
under  its  respective  lease  shall be  non-recourse  as to any  assets of such
Successor  Landlord  other than its interest in the  Premises and  improvements.
(See Supplemental Rider Insert #1).

         16.02  Attornment.  If requested  to do so,  Tenant shall attorn to and
recognize as Tenant's landlord under this Lease any superior  Mortgagee or other
purchaser or person taking title to the Building by reason of the termination of
any superior lease or the foreclosure of any superior mortgage or deed of trust,
and Tenant shall, upon demand, execute any documents reasonably requested by any
such person to evidence the attornment described in this Section 16.02.

         16.03 Mortgage and Ground Lessor Protection.  Tenant agrees to give any
Mortgagee,  by  registered  or  certified  mail, a copy of any notice of default
served upon the Landlord by Tenant,  provided  that prior to such notice  Tenant
has  been  notified  in  writing  (by  way of  service  on  Tenant  of a copy of
Assignment of Rents and Leases,  or  otherwise) of the address o such  Mortgagee
(hereinafter the "Notified Party"). Tenant further agrees that if Landlord shall
have failed to cure such  default  within  twenty (20) days after such notice to
Landlord (or if such default cannot be cured or corrected within that time, then
such additional  time as may be necessary if Landlord has commenced  within such
twenty (20) days and is diligently  pursuing the remedies or steps  necessary to
cure or correct such default),  then the Notified Party shall have an additional
thirty  (30) days  within  which to cure or  correct  such  default  (or if such
default cannot be cured or corrected within that time, then such additional time
as may be necessary if the Notified Party has commenced  within such thirty (30)
days and is  diligently  pursuing  the  remedies or steps  necessary  to cure or
correct such default).  Until the time allowed,  as aforesaid,  for the Notified
Party to cure such default has expired without cure,  Tenant shall have no right
to , and shall not, terminate this Lease on account of Landlord's default.

                         ARTICLE XVII - QUIET ENJOYMENT

         17.01 Provided that Tenant performs all of its  obligations  hereunder,
Tenant shall have and peaceably enjoy the Premises during the Lease Term free of
claims by or  through  Landlord,  subject  to all of the  terms  and  conditions
contained in this Lease.

                                       28
<PAGE>

                             ARTICLE XVIII - PARKING

         18.01  Tenant,  its  employees  and  invitees,  are hereby  granted the
non-exclusive  privilege  to use  parking  spaces  adjacent  to the  Premises as
described  in  Exhibit  A.  Tenant  shall  abide by all  rules  and  regulations
regarding the use of the parking area as may now exist or as may  hereinafter be
promulgated  by  Landlord.  Landlord  reserve the right to modify,  restripe and
otherwise  change the  location  of drives,  parking  spaces  and  parking  area
adjacent to the Premises as described in Exhibit A. Landlord may, but shall have
no obligation  to,  designate  certain  parking  spaces for trucks,  handicapped
persons or  designated  tenants as landlord,  in its sole  discretion,  may deem
necessary for the professional  and efficient  operation of the parking area and
the Building or the Project,  if  applicable.  Landlord  shall have the right to
reasonably  restrict the number and location of  truck/tractor  trailers for the
overall  benefit of all  tenants,  if being  agreed by Tenant that it is not the
intent of this Lease to provide unrestricted parking for truck/tractor trailers.
Tenant agrees not to overburden  the parking  facilities and agrees to cooperate
with  Landlord and other tenants in the use of parking  facilities.  Tenant will
reimburse  Landlord upon demand for any damage caused to the parking surfaces or
facilities  caused by Tenant's or any of its  employees',  agents' or  invitees'
trucks/tractor  trailers or any other vehicles.  Landlord  reserves the right in
its absolute  discretion to determine  whether  parking  facilities are becoming
crowded and, in such event,  to allocate  parking  spaces among Tenant and other
tenants.  At no time shall the parking of any vehicle be  permitted  in the fire
lanes or  handicapped  parking areas  servicing the Building or the Project,  if
applicable.

                       ARTICLE XIX - RULES AND REGULATIONS

         19.01 The Rules and Regulations attached hereto as Exhibit F are hereby
incorporated by reference herein and made a part hereof.  Tenant shall abide by,
and  faithfully  observe  and  comply  with the  Rules and  Regulations  and any
reasonable and  non-discriminatory  amendments,  modifications  and/or additions
thereto as may hereafter be adopted and  published by written  notice to tenants
by Landlord for the safety, care, security, good order and/or cleanliness of the
Premises, the Building and/or the Project, if applicable.  Landlord shall not be
liable to Tenant for any  violation of such rules and  regulations  by any other
tenant or occupant of the Building or the Project, if applicable.

                       ARTICLE XX - ESTOPPEL CERTIFICATES

         20.01  Tenant  agrees  at any time and from  time to time upon not less
than ten (10) days' prior written  notice from Landlord to execute,  acknowledge
and deliver to Landlord a  statement  in writing  addressed  and  certifying  to
Landlord,  to any current or  prospective  Mortgagee  or any  assignee  thereof,
prospective purchaser of the land,  improvements or both comprising the Building
and to any other party designated by Landlord, that this Lease is unmodified and
in full force and effect (or if there have been modifications,  that the same is
in full force and effect as modified and stating the modifications); that Tenant
has accepted  possession of the Premises,  which are acceptable in all respects,
and that any  improvements  required  by the  terms of this  Lease to be made by
Landlord have been completed to the  satisfaction  of Tenant;  that Tenant is in
full occupancy of the premises; that no rent has been paid more than thirty (30)
days in advance;  that the first month's Base Rent has been paid; that Tenant is
entitled  to no free Rent or other  concessions  except as stated in this Lease;
that Tenant has not been  notified of any previous  assignment  of Landlord's or
any predecessor  landlord's  interest under this Lease;  the dates to which Base
Rent, additional rental and other charges have been paid; that Tenant, as of the
date of such  certificate,  has not charge,  lien or claim of setoff  under this

                                       29
<PAGE>

Lease or otherwise against Base Rent,  additional rental or other charges due or
to become due under this Lease;  that Landlord is not in default in  performance
of any covenant,  agreement or condition  contained in this Lease;  or any other
matter  relating to this Lease or the Premises or, if so,  specifying  each such
default.  If there is a Guaranty under this Lease,  said Guarantor shall confirm
the  validity  of the  Guaranty  by joining  in the  execution  of the  Estoppel
Certificate  or other  documents  so  requested  by  Landlord or  Mortgagee.  In
addition,  in the event that such  certificate  is being given to any Mortgagee,
such statement may contain  certifications of such other matters,  and any other
provisions,   customarily   required  by  such  Mortgagee   including,   without
limitation,  an  agreement  on the part of Tenant to furnish to such  Mortgagee,
written  notice of any landlord  default and a reasonable  opportunity  for such
Mortgagee  to cure such default  prior to Tenant  being able to  terminate  this
Lease. Any such statement  delivered pursuant to this Section may be relied upon
by Landlord or any Mortgagee,  or prospective  purchaser to whom it is addressed
and such statement, if required by its addressee,  may so specifically state. If
Tenant doe snot  execute,  acknowledge  and deliver to Landlord the statement as
and  when  required   herein,   Landlord  is  hereby   granted  an   irrevocable
power-of-attorney,  coupled  with an  interest,  to execute  such  statement  on
Tenant's  behalf,  which statement shall be binding on Tenant to the same extent
as if  executed  by  Tenant  (and  such  grant  shall  not be in  limitation  of
Landlord's other remedies for such failure by Tenant).

                         ARTICLE XXI - ENTRY BY LANDLORD

         21.01  Landlord  may enter the  Premises  at all  reasonable  times to:
inspect  the same;  exhibit the same to  prospective  purchasers,  Mortgages  or
tenants; determine whether Tenant is complying with all of its obligations under
this Lease;  supply  janitorial and other services to be provided by Landlord to
Tenant under this Lease; post notices of non-responsibility; and make repairs or
improvements in or to the Building or the Premises;  provided, however, that all
such work shall be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably  possible.  Tenant hereby waives any
claim for  damages for any injury or  inconvenience  to, or  interference  with,
Tenant's  business,  any loss of occupancy or quiet enjoyment of the Premises or
any other loss  occasioned  by such entry.  As provided for in clause  (xiii) of
Section 27.19 of this Lease, Landlord shall at all times have the right, but not
the obligation,  to obtain from Tenant and retain a key with which to unlock all
of the doors in, on or about the Premises (excluding Tenant's vaults,  safes and
similar areas  designated by Tenant in writing in advance),  and Landlord  shall
have the right o use any and all means by which Landlord may deem proper to open
such  doors to  obtain  entry to the  Premises,  and any  entry to the  Premises
obtained  by  Landlord  by any such  means,  or  otherwise,  shall not under any
circumstances  be deemed or construed to be a forcible or unlawful entry into or
a detainer of the Premises or an  eviction,  actual or  constructive,  of Tenant
from  any  part of the  Premises.  Such  entry by  Landlord  shall  not act as a
termination  of this  Lease.  If Landlord  shall be required to obtain  entry by
means  other  than a key  provided  by Tenant,  the cost of such entry  shall be
payable by Tenant to Landlord as additional rent.


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<PAGE>

                                 ARTICLE XXII -

                   LANDLORD'S LEASE UNDERTAKINGS - EXCULPATION
                            FROM PERSONAL LIABILITY;
                         TRANSFER OF LANDLORD'S INTEREST

         22.01 Landlord's Lease  Undertakings.  Notwithstanding  anything to the
contrary  contained in this Lease or in any exhibits,  Riders or addenda  hereto
attached  (collectively the "Lease  Documents"),  it is expressly  understood an
agreed by and between the parties hereto that: (a) the recourse of Tenant or its
successors or assigns against  Landlord with respect to the alleged breach by or
on the part of Landlord of any representation,  warranty, covenant,  undertaking
or agreement contained in any of the Lease Documents or otherwise arising out of
this transaction or Tenant's use of the Premises or the Building or the Project,
if applicable (collectively,  "Landlord's Lease Undertakings") shall extend only
to  Landlord's  interest in the real estate of which the Premises  demised under
the Lease Documents are a part ("Landlord's Real Estate"),  and not to any other
assets of Landlord or its constituent partners;  and (b) except to the extent of
Landlord's interest in Landlord's Real Estate, no personal liability or personal
responsibility of any sort with respect to any of Landlord's Lease  Undertakings
or any alleged breach thereof is assumed by, or shall at any time be asserted or
enforceable  against,   Landlord,  its  constituent  partners,  Heitman  Capital
Management  Corporation,  or Heitman  Properties  Ltd.,  or against any of their
respect  directors,  officers,  shareholders,   employees,  agents,  constituent
partners, beneficiaries, trustees or representatives.

         22.02 Transfer of Landlord's Interest.  In the event of any transfer of
Landlord's  interest in the Building,  Landlord shall be automatically freed and
relieved  from all  applicable  liability  with  respect to  performance  of any
covenant or obligation on the part of Landlord, provided any deposits or advance
rents held by Landlord are turned over to the grantee and said grantee expressly
assumes, subject to the limitations of this Section 22, all the terms, covenants
and  conditions of this Lease to be performed on the part of Landlord,  it being
intended  hereby that the covenants and  obligations  contained in this Lease on
the  part  of  Landlord,  it  being  intended  hereby  that  the  covenants  and
obligations  contained in this Lease on the part of Landlord  shall,  subject to
all the  provisions of this Section 22, be binding on Landlord,  its  successors
and assigns, only during their respective successive periods of ownership.

                   ARTICLE XXIII - SURRENDER; HOLDOVER TENANCY

         23.01 Condition of Premises and Removal of Property.  At the expiration
or earlier  termination  of this Lease or Tenant's  right to  possession  of the
Premises,  Tenant shall: (a) surrender possession of the premises in broom-clean
condition  and good  repair,  fee of  debris,  and  otherwise  in the  condition
required under Section 8.02,  ordinary wear and tear  excepted,  (b) ensure that
all signs, movable trade fixtures and personal property (except items originally
provided by Landlord)  have been  removed  from the  Premises as required  under
Section  9.04  hereof  (subject  to Article  XXIX  hereof),  (c) ensure that all
Alterations  required to be removed from the  Premises  pursuant to Section 9.04
have been removed rom the  Premises,  (d) ensure that any damage  caused by such
removal has been  repaired in a good and  workmanlike  manner as required  under
Section 9.04 hereof (and Landlord may deny permission to remove items where such
removal may damage the  structural  integrity of the  Building),  and (c) ensure
that all actions required under the Rules and Regulations set forth in Exhibit F
to this Lease have been taken.  Tenant understands that "ordinary wear and tear"
does not mean Tenant shall be relieved of performing its obligations  under this
Lease relating to maintenance,  repairs and  replacements as provided for in the
Lease. The cost and expense of any repairs necessary to restore the condition of
the Premises shall be borne by Tenant, and if Landlord undertakes to restore the
Premises, it shall have a right of reimbursement against Tenant.

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<PAGE>

         23.02 Abandoned  Property.  If Tenant shall fail to perform any repairs
or  restoration,  or fail to remove  any items  from the  Premises  as  required
hereunder,  Landlord  may do so at Tenant's  expense as provided in Section 9.04
and 15.04 hereof and Tenant shall pay Landlord's  charges  therefor upon demand.
All property  removed from the  Premises by Landlord  hereunder  may be handled,
discarded or stored by landlord at Tenant's  expense,  and landlord  shall in no
event be responsible  for the value,  preservation or safekeeping  thereof.  All
such property  shall at Landlord's  option be  conclusively  deemed to have been
conveyed  by  Tenant  to  landlord  as if by  bill of sale  without  payment  by
Landlord. If Landlord arranges for storage of any such property,  Landlord shall
have a lien against such property for costs incurred in removing and storing the
same.

         23.03  Holdover  Tenancy.  If Tenant holds  possession  of the Premises
after the  expiration  or  termination  of the Lease  term,  by lapse of time or
otherwise,  Tenant  shall  become a tenant at  sufferance  upon all of the terms
contained herein, except as to Lease Term and Rent. During such holdover period,
Tenant shall pay to Landlord a monthly  rental  equivalent  to one hundred fifty
percent (150) of the Rent payable to Tenant to Landlord with respect to the last
month of the Lease Term for the first month of such holdover  period and 200% of
said Rent payable for such holdover  period.  Term. The monthly rent payable for
such  holdover  period  shall  in no  event  be  construed  as a  penalty  or as
liquidated  damages for such  retention  of  possession.  Without  limiting  the
foregoing, Tenant hereby agrees to indemnify, defend and hold harmless Landlord,
its beneficiary,  and their respective agents,  contractors and employees,  from
and against any and all claims, liabilities, actions, losses, damages (including
without limitation, direct, indirect, incidental and consequential) and expenses
(including,  without  limitation,  court costs and reasonable  attorneys'  fees)
asserted against or sustained by any such party and arising from or by reason of
such retention of possession,  which obligations shall survive the expiration or
termination of the Lease Term.

                             ARTICLE XXIV - NOTICES

         24.01 All  notices  which  Landlord or Tenant may be  required,  or may
desire,  to serve on the other may be  served,  as an  alternative  to  personal
service,  by mailing the same by registered or certified mail,  postage prepaid,
or may be sent by  overnight  courier,  addressed to the Landlord at the address
for  Landlord  set forth in Section  1.11 above and to Tenant at the address for
Tenant set forth in Section  1.12  above,  or,  from and after the  Commencement
Date,  to the Tenant at the  Premises  whether or no Tenant  has  departed  rom,
abandoned  or vacated  the  Premises,  or  addressed  to such  other  address or
addresses  as either  Landlord or Tenant may from time to time  designate to the
other in writing.  Any notice shall be deemed to have been given and served when
delivered  personally or otherwise at the time the same was posted,  except that
any  notice  given by  overnight  courier  shall be  deemed  given on the  first
business  day  following  the date such  notice  is  delivered  by such  courier
provided such courier verifies delivery thereof.

                              ARTICLE XXV - BROKERS

         25.01 The parties  recognize as the  Broker(s)  who procured this Lease
the firms(s)  specified in Section 1.13 and agree that Landlord  shall be solely
responsible for the payment of any brokerage commissions to said Broker(s),  and
that Tenant shall have no  responsibility  therefor unless written  provision to
the  contrary  has been made a part of this Lease.  If Tenant has dealt with any
other person or real estate broker in respect to leasing,  subleasing or renting
space in the  Building or the  Project,  if  applicable,  Tenant shall be solely
responsible  for the payment of any fee due said person or firm and Tenant shall
protect,  indemnify,  hold  harmless and defend  Landlord  from any liability in
respect thereto.

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<PAGE>

                ARTICLE XXVI - COMMUNICATIONS AND COMPUTER LINES

         26.01  Tenant  may,  in a manner  consistent  with the  provisions  and
requirements  of this  Lease,  install,  maintain,  replace,  remove  or use any
communications or computer wires,  cables and related devices  (collectively the
"Lines") at the Building in or serving the Premises,  provided: (a) Tenant shall
obtain  Landlord's  prior written  consent,  which consent may be conditioned as
required  by  Landlord,  (b) if Tenant at any time uses any  equipment  that may
create an  electromagnetic  field  exceeding  the normal  insulation  ratings of
ordinary  twisted  pair  riser  cable  or cause  radiation  higher  than  normal
background  radiation,  the Liens  therefor  (including  riser  cables) shall be
appropriately  insulated to prevent  such  excessive  electromagnetic  fields or
radiation, and (c) Tenant shall pay all costs in connection therewith.  Landlord
reserves the right to require that Tenant  remove any Lines which are  installed
in violation of these provisions.

         Landlord  may (but shall not have the  obligation  to): (i) install new
Lines at the  Property,  and  (ii)  create  additional  space  for  Lines at the
Property, and adopt reasonable and uniform rules and regulations with respect to
the Lines.

         Notwithstanding  anything  to the  contrary  contained  in Article  IX,
Landlord  reserves  the right to  require  that  Tenant  remove any or all Lines
installed by or for Tenant  within or serving the Premises upon  termination  of
this Lease.  Tenant shall not,  without the prior written consent of Landlord in
each instance, grant to any third party a security interest or lien in or on the
Lines, and any such security interest or lien granted without Landlord's written
consent  shall  be  null  and  void.  Except  to the  extent  arising  from  the
intentional  or negligent  acts of Landlord or  Landlord's  agents or employees.
Landlord shall have no liability for damages arising from, and Landlord does not
warrant  that the  Tenant's  use of any Lines  will be free  from the  following
(collectively called "Line Problems"): (x)
 any eavesdropping or wire-tapping by unauthorized  parties,  (y) any failure of
any Liens to satisfy  Tenant's  requirements,  or (z) any  shortages,  failures,
variations,  interruptions,   disconnections,  loss  or  damage  caused  by  the
installation,  maintenance,  replacement use or removal of Liens by or for other
tenants or  occupants at the  Property.  Under no  circumstances  shall any Line
Problems or deemed an actual or constructive eviction of Tenant, render Landlord
liable to Tenant for abatement of Rent, or relieve  Tenant from  performance  of
Tenant's obligations under this Lease.  Landlord in no event shall be liable for
damages  by  reason  of  loss  of  profits,   business   interruption  or  other
consequential damage arising from any Line Problems.

                          ARTICLE XXVII -MISCELLANEOUS

         27.01 Entire  Agreement.  This Lease contains all of the agreements and
understanding  relating to the leasing of the  Premises and the  obligations  of
Landlord and Tenant in connection with such leasing.  Landlord has not made, and
Tenant is not relying upon,  any  warranties,  or  representations,  promises or
statements  made by Landlord or any agent of Landlord,  except as expressly  set
froth  herein.   This  Lease   supersedes  any  and  all  prior  agreements  and
understandings  between Landlord and Tenant and alone expresses the agreement of
the parties.

         27.02 Amendments.  This Lease shall not be amended, changed or modified
in any way unless in writing executed by Landlord and Tenant. Landlord shall not
have  waived or  released  any of its rights  hereunder  unless in  writing  and
executed by the Landlord.

                                       33
<PAGE>

         27.03 Successors.  Except as expressly provided herein,  this Lease and
the obligations of Landlord and Tenant  contained  herein shall bind and benefit
the successors and assigns of the parties hereto.

         27.04 Force  Majeure.  Landlord shall incur no liability to Tenant with
respect to, and shall not be  responsible  for any  failure to  perform,  any of
Landlord's  obligations hereunder if such failure is caused by any reason beyond
the control of Landlord  including,  but not limited to strike,  labor  trouble,
governmental rule,  regulations,  ordinance,  statute or  interpretation,  fire,
earthquake,  civil commotion,  or failure or disruption of utility services. The
amount of time for Landlord to perform any of  Landlord's  obligations  shall be
extended by the amount of time Landlord is delayed in performing such obligation
by reason of any force majeure  occurrence  whether similar to or different from
the foregoing types of occurrences.

         27.05 Survival of Obligations. Any obligations of Tenant accruing prior
to the  expiration  of  the  Lease  shall  survive  the  expiration  or  earlier
termination of the Lease, and Tenant shall promptly perform all such obligations
whether or not this Lease has expired or been terminated.

         27.06 Light and Air. No diminution or shutting off of any light, air or
view by an structure  now or hereafter  erected  shall in any manner affect this
Lease or the obligations of Tenant hereunder, or increase any of the obligations
of Landlord hereunder.

         27.07  Governing Law. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.

         27.08  Severability.  In the event any provision of this Lease in found
to be unenforceable,  the remainder of this Lease shall not be affected, and any
provision  found to be invalid shall be enforceable  to the extent  permitted by
law. The parties agree that, in the event two different  interpretations  may be
given to any  provisions  hereunder,  one of which  will  render  the  provision
unenforceable,  and one of which will  render  the  provision  enforceable,  the
interpretation rendering the provision enforceable shall be adopted.

         27.09 Captions. All captions,  headings,  titles,  numerical references
and computer  highlighting  are for convenience only and shall have no effect on
the interpretation of this Lease.

         27.10 Interpretation. Tenant acknowledges that it has read and reviewed
this Lease and that it has had the  opportunity  to confer  with  counsel in the
negotiation of this Lease.  Accordingly,  this Lease shall be construed  neither
for nor  against  Landlord or Tenant,  but shall be given a fair and  reasonable
interpretation in accordance with the meaning of its terms and the intent of the
parties.

         27.11 Independent Covenants.  Each covenant,  agreement,  obligation or
other  provision  of this  Lease to be  performed  by Tenant  are  separate  and
independent covenants of Tenant, and not dependent on any other provision of the
Lease.

         27.12  Number  and  Gender.  All terms and  words  used in this  Lease,
regardless  of the number or gender in which  they are used,  shall be deemed to
include the appropriate number and gender, as the context may require.

         27.13 Time is of the Essence.  Time is of the essence of this Lease and
the performance of all obligations hereunder.

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<PAGE>

         27.14 Joint and Several  Liability.  If Tenant  comprises more than one
person or entity,  or if this Lease is guaranteed by any party, all such persons
shall be jointly and severally  liable for payment of rents and the  performance
of Tenant's obligations hereunder.

         27.15 Exhibits and Schedules. Exhibits A (Outline of Premises), B (Work
Letter Agreement), C (Suite Acceptance Letter), D (Tenant Operations Inquiry), E
(List of Additional Insureds),  F (Rules and Regulations) and G (Guaranty),  and
Schedule 1 to Exhibit D (List of Permissible Hazardous Materials and Quantities)
are incorporated into this Lease by reference and made a part hereof.

         27.16  Offer to Lease.  The  submission  of this Lease to Tenant or its
broker  or other  agent,  does not  constitute  an offer to  Tenant to lease the
Premises. This Lease shall have no force and effect until (a) it is executed and
delivered  by Tenant to Landlord  and (b) it is fully  reviewed  and executed by
Landlord;  provided,  however,  that, upon execution of this Lease by Tenant and
delivery  to  Landlord,   such  execution  and  delivery  by  Tenant  shall,  in
consideration  of the time and expense  incurred by  Landlord in  reviewing  the
Lease and Tenant's  credit,  constitute an offer by Tenant to Lease the Premises
upon the terms an  conditions  set forth  herein  (which offer to Lease shall be
irrevocable for twenty (20) business days following the date of delivery).

         27.17 Waiver; No Counterclaim;  Choice of Laws. To the extent permitted
by applicable  law, Tenant hereby waives the right to a jury trial in any action
or proceeding  regarding this Lease and the tenancy created by this Lease. It is
mutually agreed that in the event Landlord  commences any summary proceeding for
non-payment  of Rent.  Tenant will not  interpose any  counterclaim  of whatever
nature or description in any such proceeding. In addition, Tenant hereby submits
to local  jurisdiction  in the State of California and agrees that any action by
Tenant against  Landlord shall be instituted in the State of California and that
Landlord shall have personal  jurisdiction over Tenant for any action brought by
Landlord  against Tenant in the State of California.  To the extent permitted by
applicable law, Tenant hereby waives any and all rights of redemption granted by
any present or future laws.

         27.18 Electrical Service to the Premises. Anything set forth in Section
7.01 or elsewhere in this Lease to the contrary notwithstanding,  electricity to
the Premises  shall not be furnished by Landlord,  but shall be furnished by the
approved  electric  utility company serving the Building.  Landlord shall permit
Tenant to receive such service  directly  from such utility  company at Tenant's
cost (except as otherwise  provided herein) and shall permit Landlord's wire and
conduits,  to the extent available,  suitable and safety capable, to be used for
such purposes.

         27.19 Rights  Reserved by  Landlord.  Landlord  reserves the  following
rights exercisable without notice (except as otherwise expressly provided to the
contrary in this Lease) and without being deemed an eviction or  disturbance  of
Tenant's  use or  possession  of the  Premises  or giving  rise to any claim for
set-off or  abatement of Rent:  (i) to change the name or street  address of the
Building;  (ii) to install,  affix and maintain all signs on the exterior and/or
interior  of  the  Building;   (iii)  to  designate   and/or  approve  prior  to
installation,  all types of signs,  window shades,  blinds,  drapes,  awnings or
other  similar  items,  and all internal  lighting  that may be visible from the
exterior of the Premises;  (iv) to change the  arrangement of entrances,  doors,
corridors,  elevators  and /or stairs in the  Building,  provided no such change
shall materially adversely affect access to the Premises; (v) to grant any party
the  exclusive  right to  conduct  any  business  or render  any  service in the
Building,  provided such  exclusive  right shall not operate to prohibit  Tenant
from using the  Premises for the purposes  permitted  under this Lease;  (vi) to
prohibit the placement of vending or dispensing machines of any kind in or about
the  Premises  other than for use by Tenant's  employees;  (vii) to prohibit the
placement of video or other  electronic  games int he  Premises;  (viii) to have
access for  Landlord  and other  tenants of the  Building to any mail chutes and
boxes located in or on the Premises  according to the rules of the United States
Post Office; (ix) to close the Building after normal business hours, except that
Tenant and its  employees  and  invitees  shall be entitled to  admission at all
times under such rules and  regulations  as  Landlord  prescribes  for  security
purposes;  (x) to install,  operate and maintain security systems which monitor,
by close circuit  television or otherwise,  all persons  entering or leaving the
Building;  (xi) to  install  and  maintain  pipes,  ducts,  conduits,  wires and
structural  elements  located in the  Premises  which serve other parts or other
tenants of the  Building;  and (xii) to retain at all times  master keys or pass
keys to the Premises.



                                       35
<PAGE>

         27.20 Tenant Operations  Inquiry.  As a material inducement to Landlord
to enter into this Lease (i) Tenant  has  completed  Exhibit D hereto,  and (ii)
Tenant represents and warrants to Landlord that Exhibit D is true and correct in
all material respects and is not misleading.

                       ARTICLE XXVIII - FLOOR LOAD LIMITS

         28.01 Floor Load  Limits.  Tenant shall not place a load upon any floor
of the  Premises  exceeding  the floor  load per  square  foot area which it was
designed to carry and which is allowed by law.  Landlord  reserves  the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment in the Building.  Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient,  in Landlord's judgment, to
absorb and prevent vibration,  noise and annoyance to occupants of the Building,
the Project, if applicable, or any adjacent property.

                         ARTICLE XXIX - LANDLORD'S LIEN

         29.01  Landlord's  Lien.  As  security  for  Tenant's  payment of Rent,
damages and all other payments required to be made by this Lease.  Tenant hereby
grants to  Landlord  a lien upon all  property  of  Tenant  now or  subsequently
located upon the Premises. If Lessee abandons or vacates any substantial portion
of the Premises or is in default in the payment of any rentals,  damage or other
payments  required  to be made by this  Lease,  Landlord  may take any action it
deems  necessary  and may be  available  to it under  the  laws of the  State of
California.  The proceeds of the sale of the personal  property shall be applied
by Landlord  toward the cost of the sale and then toward the payment of all sums
then due by Tenant to Landlord under the terms of this Lease.

     NOTE: Need to file UCC-1 Financing Statement  describing such collateral in
     Secretary of State's office and county recorder.


         IN WITNESS  WHEREOF,  the parties hereto have executed this lease as of
the date first above written.

TENANT:                                 LANDLORD:

Q.E.P. Company, Inc.,                   JMB/PENNSYLVANIA ASSOCIATES-IV, L.P.,
a New York corporation                  a Delaware limited partnership


By:___________________________          By:  HEITMAN/JMB INSTITUTIONAL REALTY
                                             ADVISORS L.P., an Illinois
Its:__________________________               limited partnership, general 
                                             partner

ATTEST:                                      By:  HEITMAN/JMB INTERNATIONAL
                                                  REALTY ADVISORS, INC., an
______________________________                    Illinois corporation, 
                                                  general partner
______________________________
                                                  By:__________________________

WITNESSES:                                        By:__________________________

______________________________          WITNESS:

______________________________          _______________________________________

                                        _______________________________________

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