EXHIBIT 10.14

August 11, 2003
                                                Via Federal Express
                                                -------------------

Mr. Frank Wiebe
President
AccuPoll Holding Corp.
30 Executive Park
Suite 260
Irvine, California  92614

Re:  Standard  Sublease  dated  July  23,  2003  and  between  Greenberg  Farrow
     Architecture, Inc. ("Sublessor") and AccuPoll Holding Corp. ("Sublessee")

Dear Mr. Wiebe:

This letter shall serve as written  agreement  that all parties  understand  and
agree  that the  furniture  configuration  required  by  Sublessee  pursuant  to
Paragraph  17 of the Addendum of Standard  Sublease  for their  occupancy of the
above referenced  sublease must be provided to Sublessor no later than 5:00 p.m.
Pacific  Standard  time on August 15, 2003.  In the even  Sublessee is unable to
deliver said plan/requirement, then it is understood that Sublessor will use its
best efforts to provide the  necessary  layout but will not be held  responsible
for the delay. All parties  additionally  agree that this delay shall not change
the commencement date of the Sublease.

Please sign in the space provided below  acknowledging  acceptance of the above
terms and  conditions.  A copy of this letter agreement  shall be  attached  and
incorporated hereinafter to the Standard Sublease.

Best regards,

/a/ R. Kirk Rich

R. Kirk Rich
President

RKR/llg

ACKNOWLEDGED AND AGREED:

SUBLESSOR:                              SUBLESSEE:

Greenberg Farrow Architecture, Inc.     Accupoll Holding Corp.



By:                                      By:
     ----------------------------            --------------------------


Its:                                     Its:
     ----------------------------            --------------------------



5605 Glenridge Drive
Atlanta, CA  30342
phone 404.497.4200
Fax 404.497.4205

www.rresine.com


<PAGE>


                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                                STANDARD SUBLEASE
                                  Multi-Tenant



 1. Basic  Provisions  ("Basic  Provisions").

     1.1 Parties: This Sublease ("Sublease"),  dated for reference purposes only
July 23, 2003, is made by and between  Greenberg  Farrow  Architecture,  Inc., a
Georgia  Corporation.   ("Sublessor")  and  AccuPoll  Holding  Corp.,  a  Nevada
Corporation  ("Sublessee"),  (collectively  the  ("Parties")  or  individually a
Party").

     1.2(a)  Premises:  That certain  portion of the Project (as defined  below,
known  as  See  Exhibit"A"  consisting  of  approximately  12,166*  square  feet
("Premises").  The Premises are located at 15101 Red Hill Avenue, in the City of
Tustin,  County of  Orange,  State of CA,  with zip code  92780.In  addition  to
Lessee's rights to use and occupy the Premises as hereinafter specified,  Leesee
shall  have  non-exclusive  rights to the  Common  Areas (as  defined  below) as
hereinafter  specified,  but shall not have any rights to the roof, the exterior
walls,  or the  utility  race  ways  of the  building  containing  the  Premises
("Building")  or to any  other  buildings  in the  Project.  The  Premises,  the
Building,  the Common Areas, the land upon which they are locate, along with all
other buildings and improvements thereon, are herein collectively referred to as
the "Project."  1.2(b) Parking 49 unreserved  and -0- reserved  vehicle  parking
spaces.

     1.3 Term: 34 months commencing  September 8, 2003 ("Commencement  Date")and
ending June 30, 2006 ("Expiration Date").

     1.4 Early Possession: None ("Early Possession Date").

     1.5 base Rent: $11,00000 per month ("Base Rent)",  payable on the first day
of each month commencing September 1, 2003 (see Paragraph 14).

[ ] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

     1.6 Lessee's Share of Operating  Expenses:_________  percent(24%)("Lessee's
Share").

     1.7 Base Rent and Other Monies Paid upon Execution:

          (a)  Base  Rent:  $11,000.00  for  the  period  September  8,  2003 to
          September 30, 2003.


          (b) Security Deposit: $26,756.20 ("Security Deposit").


          (c) Other:$ none for __________________________.


          (d) Total Due Upon Execution of this Lease: $37,765.20.

     1.8 Agreed Use: Sales and administration of polling machines, and any other
uses permitted under the Master Lease.


     1.9 Real Estate Brokers:

          (a) Representation:  the following real estate brokers the ("Brokers")
     and brokerage  relationships  exists in this transaction  (check applicable
     boxes):

[X] Scott Garmon Company & Cushmand & Wakefield represents Sublessor exclusively
("Lessor's Broker");

[X] Grubb & Ellis Company represents Sublessee exclusively ("Lessee's Broker");

[ ] ________________ represents both Sublessor and Sublessee ("Dual Agency").

          (b) Payment to Brokers:  Upon  execution and delivery of this Sublease
     by both  Parties,  Sublessor  shall pay to the Brokers  the  brokerage  fee
     agreed  to in a  separate  written  agreement  (Or  if  there  is no  such
     agreement,  the  sum of  ____ or  ____%  of the  total  Base  Rent  for the
     brokerage services rendered by the Brokers)> per a separate agreement.

     1.10 Guarantor.  The obligations of the Sublessee under this Sublease shall
be guaranteed by ___________________ ("Guarantor")

     1.11  Attachments.   Attached  hereto  are  the  following,  all  of  which
constitute a part of this Sublease:

[X] an addendum consisting of Paragraphs 14 through 19;

[X] a plot plan depicting the Premises and/or Project;

[ ] a current set of the Rules and Regulations;

[ ] a Work Letter;

[X] a copy of the Master Lease;

[X] other (specify); Exhibits A & B.

*See Paragraph 14.



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


________                                                        ________
Initials                                                        Initials

                                  PAGE 1 of 6
<PAGE>


2.  Premises

     2.1 Letting. Sublessor hereby subleases to Sublessee, and Sublessee hereby
subleases from Sublessor, the Premises for the term, at the rental, and upon all
of the terms,  covenants  and  conditions  set forth in this  Sublease.  Unless
otherwise provided herein, any statement of size set forth in this Sublease,  or
that may have been  used in  calculating  Rent,  is an  approximation  which the
Parties  agree is reasonable  and any payments  based thereon are not subject to
revision  whether or not the actual  size is more or less.  Note:  Sublessee  is
advised to verify the actual size prior to executing this Sublease.

     2.2  Condition.  Sublessor  shall  deliver the Premises to Sublessee  broom
clean and free of debris on the Commencement  Date or the Early Possession Date,
whichever first occurs ("Start Date), and warrants that the existing electrical,
plumbing, fire sprinkler,  lighting,  heating,  ventilating and air conditioning
systems  ("HVAC"),  and any items  which the Lessor is  obligated  to  construct
pursuant  to  the  Work  Letter  attached  hereto,  if  any,  other  than  those
constructed by Lessee,  shall be in good operating  condition on said date. If a
non-compliance with such warranty exists as of the Start Date, or if one of such
systems or elements should  malfunction or fail within the appropriate  warranty
period,  Sublessor  shall,  as Sublessor's  sole obligation with respect to such
matter, except as otherwise provided in this Sublease, promptly after receipt of
written  notice from  Sublessee  setting forth with  specificity  the nature and
extent  of  such  non-compliance,   malfunction  or  failure,  rectify  same  at
Sublessor's  expense.  The warranty periods shall be as follows: (i) 6 months as
to the HVAC  systems,  and (ii) 30 days as to the  remaining  systems  and other
elements.  If Sublessee does not give  Sublessor the required  notice within the
appropriate warranty period, correction of any such non-compliance,  malfunction
or failure shall be the  obligations of Sublessee at Sublessee's  sole coast and
expense.

     2.3 Compliance.  Sublessor  warrants that any improvements,  alterations or
utility  installations  made or  installed by or on behalf of Sublessor to or 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 date that they were made or installed. Sublessor
makes no regulations and ordinances ("Applicable Requirements") in effect on the
date that they were made or installed. Sublessor makes no warranty as to the use
to which  Sublessee  will put the  Premises  or to  modifications  which  may be
required by the Americans with  Disabilities Act or any similar laws as a result
of Sublessee's  use. NOTE:  Sublessee is responsible for determining  whether or
not the zoning and other Applicable Requirements are appropriate for Sublessee's
intended use, and  acknowledges  that past uses of the Premises may no longer be
allowed.  If the  Premises do not comply  with said  warranty,  Sublessor  shall
except as otherwise  provided,  promptly  after  receipt of written  notice from
Sublessee  setting  forth  with  specificity  the  nature  and  extent  of  such
non-compliance, rectify the same.

     2.4 Acknowledgements.  Sublessee acknowledges that: (a) it has been advised
by Sublessor  and/or  Brokers to satisfy itself with respect to the condition of
the  Premises  (including  but  not  limited  to the  electrical,  HVAC  and fir
sprinkler  systems,   security   environmental   aspects,  and  compliance  with
Applicable  Requirements  and the Americans  with  Disabilities  Act), 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  it's  occupancy  of the
Premises,  and (c) neither Sublessor,  Sublessor's agents, nor Brokers have 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:  (i)  Brokers  have  made  no  representations,   promises  or  warranties
concerning  Sublessee's  ability to honor the Sublease or  suitability to occupy
the Premises,  and (ii) it is Sublessor's sole responsibility to investigate the
financial capability and/or suitability of all proposed tenants.

     2.5  Americans  with  Disabilities  Act.  In the event  that as a result of
Sublessee's   use,  or  intended  use,  of  the  Premises  the  Americans   with
Disabilities  Act or any similar law requires  modifications or the construction
or installation of improvements in or to the Premises,  Building, Project and/or
Common  Areas,  the  Parties  agree  that such  modifications,  construction  or
improvements shall be made at [X] Sublessor's expense [ ] Sublessee's expense.

     2.6  Vehicle  Parking.  Sublessee  shall be  entitled  to use the number of
Unreserved  Parking Spaces and Reserved  Parking  Spaces  specified in Paragraph
1.2(b) on those  portions of the common Areas  designated  from time to time for
parking.  Sublessee  shall not use more parking  spaces than said  number.  Said
parking  spaces  shall be used for parking by vehicles no larger than  full-size
passenger   automobiles  or  pick-up  trucks,   herein  called  "Permitted  Size
Vehicles."  Sublessor  may  regulate  the loading and  unloading  of vehicles by
adopting  Rules and  Regulations as provided in Paragraph 2.9. No vehicles other
than  Permitted Size Vehicles may be parked in the Common Area without the prior
written permission of Sublessor.

          (a) Sublessee shall not permit or allow any vehicles that belong to or
     are controlled by Sublessee or Sublessee's employees,  suppliers, shippers,
     customers,  contractors  or invitees to be loaded,  unloaded,  or parked in
     areas other than those designated by Sublessor for such activities.

          (b)  Sublessee  shall not service or store any  vehicles in the Common
     Areas.

          (c) If Sublessee  permits or allows any of the  prohibited  activities
     described  in this  Paragraph  2.6,  then  Sublessor  shall have the right,
     without notice, in addition to such other rights remedies that it may have,
     to  remove  or two  away  the  vehicle  involved  and  charge  the  cost to
     Sublessee,   which  cost  shall  be  immediately  payable  upon  demand  by
     Sublessor.

     2.7 Common Areas -  Definition.  The term "Common  Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the  Project  and  interior  utility  raceway  and  installations  within the
Premises that are provided and designated by the Sublessor from time to time for
the general  non-exclusive use of Sublessor,  Sublessee and other tenants of the
Project  and  their  respective  employees,   suppliers,   shippers,  customers,
contractors and invitees,  including parking areas, loading and unloading areas,
trash areas, roadways, walkways, driveways and landscaped areas.

     2.8 Common Areas- Sublessee's  Rights.  Sublessor grants to Sublessee,  for
the benefit of Sublessee and it's employees,  suppliers,  shippers  contractors,
customers  and invitees,  during the term of this  Sublease,  the  non-exclusive
right to use, in common with others  entitled to such use,  the Common  Areas as
they exist from time to time,  subject to any  rights,  powers,  and  privileges
reserved by Sublessor under the terms hereof or under the terms of any rules and
regulations  or  restrictions  governing  the  use  of  the  Project.  Under  no
circumstances  shall the right herein  granted to use the Common Areas be deemed
to include the right to store any property,  temporarily or permanently,  in the
Common Areas. Any such storage shall be permitted only the prior written consent
of Sublessor or Sublessor's  designated  agent,  which consent may be revoked at
any time. In the even that any  unauthorized  storage shall occur then Sublessor
shall have the right,  without  notice,  in  addition  to such other  rights and
remedies  that it may have,  to  remove  the  property  and  charge  the cost to
Sublessee, which cost shall be immediately payable upon demand by sublessor.

     2.9 Common Areas - Rules and Regulations. Sublessor or such other person(s)
as Sublessor may appoint shall have the exclusive  control and management of the
Common Areas and shall have the right, from time to time, to establish,  modify,
amend and enforce reasonable rules and regulations  ("Rules and Regulations") of
the management,  safety,  care, and cleanliness of the grounds, the parking and
unloading of vehicles  and the  preservation  of good order,  as well as for the
convenience  of other  occupants  or tenants of the Building and the Project and
their invitees.  Sublessee  agrees to abide by and conform to all such Rules and
Regulations,  and to  cause  it's  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to so abide  and  conform.  Sublessor  shall  not be
responsible to Sublessee for the non-compliance  with said rules and Regulations
by other tenants of the Project.

     2.10  Common  Areas  -  Changes..   Sublessor  shall  have  the  right,  in
Sublessor's sole discretion, from time to time:

          (a)  To  make  changes  to  the  Common  Areas,   including,   without
     limitation,  changes in the location,  size, shape and number of driveways,
     entrances,  parking  spaces,  parking areas,  loading and unloading  areas,
     ingress,  egress,  direction  of traffic,  landscaped  areas,  walkways and
     utility raceways;

          (b) To close  temporarily  any of the  Common  Areas  for  maintenance
     purposes so long as reasonable access to the Premises remains available;

          (c) To add additional buildings and improvements to the Common Areas;

          (d) To use  the  Common  Areas  while  engaged  in  making  additional
     improvements,  repairs  or  alterations  to the  Project,  or  any  portion
     thereof; and

          (e) to do and perform such other acts and make such other  changes in,
     to or with respect to the Common Areas and Project as Sublessor may, in the
     exercise of sound business judgment, deem to be appropriate.



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


________                                                        ________
Initials                                                        Initials
                                  PAGE 2 OF 6

2001 - AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION             FORM SBMT-0-4/01
<PAGE>



3.  Possession.

     3.1 Early  Possession.  If  Sublessee  totally or  partially  occupies  the
Premises prior to the Commencement  Date, the obligations to pay Base Rent shall
be abated  for the  period of such  early  possession.  All other  terms of this
Sublease  (including  but not  limited  to pay Base Rent shall be abated for the
period of such early possession. All other terms of this Sublease (including but
not limited to the obligations to pay Sublessee's Share of Common Area Operating
Expenses,  Real  Property  Taxes and  Insurance  premiums  and to  maintain  the
Premises)  shall,  however,  be in effect  during  such  period.  Any such early
possession shall not affect the Expiration Date.

     3.2 Delay in Commencement.  Sublessor agrees to use it's 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).

     3.3  Sublessee  Compliance.  Sublessor  shall  not be  required  to  tender
possession  of the  Premises to  Sublesee  until  Sublessee  complies  with its
obligation to provide  evidence of insurance.  Pending deliver of such evidence,
Sublessee  shall be  required  to  perform  all of its  obligations  under  this
Sublease  from  and  after  the  Start  Date,  including  the  payment  of Rent,
notwithstanding  Sublessor's  election to withhold possession pending receipt of
such  evidence of  insurance.  Further,  if Sublessee is required to perform any
other  conditions  prior to or  concurrent  with the start Date,  the Stare Date
shall occur but Sublessor may elect to withhold possession until such conditions
are satisfied.

4.  Rent and Other Charges.

     4.1 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.

     4.2 Common Area Operating Expenses.  Sublessee shall pay to during the term
hereof,  in  addition  to the Base Rent,  Sublessee's  Share of all Common  Area
Operating  expenses,  as hereinafter  defined,  during each calendar year of the
term of this Sublease, in accordance with the following provisions:

          (a) "Common Area Operating Expenses" are defined, for purposes of this
     sublease,  as all costs incurred by Sublessor  relating to the operation of
     the Project, including, but not limited to the following:

               (i) The operation,  repair and maintenance,  in neat, clean, good
          order and condition,  but not the replacement (see subparagraph  (e)),
          of the following:

                    (aa)  The  Common   Areas  and  Common  Area   Improvements,
               including  parking  areas,  loading and  unloading  areas,  trash
               areas,  roadways,  parkways,  walkways,  driveways,   landscaped
               areas,   bumpers,   irrigation  systems,   Common  Area  lighting
               facilities,  fences and gates,  elevators,  roofs,  and  drainage
               systems.

                    (bb) Exterior signs and any tenant directories.

                    (cc)Any fire sprinkler systems.

               (ii) The cost of water, gas, electricity and telephone to service
          the Common Areas and any utilities not separately metered.

               (iii)   Trash   disposal,   pest   control   services,   property
          managements,  security  services,  and the costs of any  environmental
          inspections.

               (iv)  Reserves  set aside for  maintenance  and  repair of Common
          Areas.

               (v) Real Property Taxes.

               (vi) Insurance premiums.

               (vii) Any  deductible  portion of an insured loss  concerning the
          Building or the Common Areas.

          (b) The  inclusion of the  improvements,  facilities and services set
     forth in  Subparagraph  4.2(a) shall not be deemed to impose and obligation
     upon Sublessor to either have said improvements or facilities or to provide
     those services unless Sublessor already provides the services, or Sublessor
     has agreed elsewhere in this Sublease to provide the same or some of them.

          (c)  Sublessee's  Share of Common  Area  Operating  Expenses  shall be
     payable by Sublessee within 10 days after a reasonably  detailed  statement
     of actual  expenses in  presented  to  Sublessee.  At  Sublessor's  option,
     however,  an amount  may be  estimated  by  Sublessor  from time to time of
     Sublessee's Share of annual Common Operating Expenses and the same shall be
     payable monthly or quarterly, as Sublessor shall designate,  during each 12
     month period of the Sublease  term, on the same day as the Base Rent is due
     hereunder.  Sublessor  shall deliver to Sublessee  within 60 days after the
     expiration of each calendar year a reasonably  detailed  statement  showing
     Sublessee's  Share of the actual Common Area operating  Expenses  incurred
     during the  preceding  year.  If Sublessor  shall credit the amount of such
     over-payment  against  Sublessee's Share of Common Area Operating  Expenses
     next  becoming due. If  Sublessee's  payment  under this  Paragraph  4.2(c)
     during the preceding year were less than Sublessee's  Share as indicated on
     such  statement,  Sublessee  shall  pay  to  Sublessor  the  amount  of the
     deficiency  within 10 days after  deliver by  Sublessor to Sublessee of the
     statement.

          4.3 Utilities.  Sublessee shall pay for all water,  gas, heat,  light,
     power, telephone,  trash disposal and other utilities and services supplied
     to the Premises,  together  with any taxes  thereon.  Notwithstanding  the
     provisions of Paragraph 4.2, if at any time in Sublessor's  sole judgment,
     Sublessor  determines that Sublessee is using a disproportionate  amount of
     water,  electricity or other commonly metered utilities,  or that Sublessee
     is generating such a large volume of trash as to require an increase in the
     size of the  dumpster  and/or an  increase in the number of times per month
     that the dumpster is emptied,  then Sublessor may increase Sublessee's Base
     Rent by an amount equal to such increased costs.  Sublessee shall contract
     & pay for their own facilities & Services.

5. Security Deposit. 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. Agreed Use. The Premises  shall be used and occupied  only for see  Paragraph
1.8.

7.  Master Lease.

          7.1  Sublessor  is the  lessee of the  Premises  by virtue of a lease,
     hereinafter the "Master Lease",  wherein Industrial Hill Holdings,  LLC. is
     the lessor, hereinafter the "Master Lessor".

          7.2 This Sublease is an shall be at all  timessubject  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,  whenever in the Master Lease
     the work "Lessor" is used it shall be deemed to mean the  Sublessor  herein
     and  wherever  in the Master  Lease the work  "Lessee"  is used it shall be
     deemed to mean the Sublessee herein.

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.
Subleasee  does here by  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: None.

This paragraph shall not be deemed to modify any of the rights or obligations of
the Lessor under the Master Lease, which shall not be modified by this Sublease.


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


________                                                        ________
Initials                                                        Initials


                                  PAGE 3 OF 6
<PAGE>




     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  assume  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
Assume 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 may, at its option,  receive and collect,  directly from
Sublessee,  all Rent  owing and to be owed under this  Sublease.  Master  Lessor
shall not be  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  starting  that a Default
exists in the performance of Sublessor's  obligations under the Master Lease, to
pay to  Master  Lessor  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 or or claim from Sublessor to the
contrary and Sublessor  shall have no right or claim  against  Sublessee for any
such Rent paid by Sublessee.

     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 10 days of the date hereof, Master Lessor
signs this Sublease thereby giving the 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 even 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 any one
     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 any
     one 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 subletting and assignments
     of the Master  Lease or this  Sublease or any  amendments  or  modification
     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 attorney 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 Default 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.

     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  Subleessee  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.  Additional Brokers Commissions.

     10.1  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.  Nothwithstanding  the
foregoing,  Sublessor's  obligations  under this  Paragraph  is  limited  to a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.

     10.2 SECTION DELETED

     10.3 Any fee due from Sublessor 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.

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

11.  Representations and Indemnities of Broker  Relationships.  The Parties each
represent  and warrant to the other that it has had no dealings with any person,
firm broker or finder (other than the Brokers,  if any) in connection  with this
Sublease,  and that no one other than said  named  Brokers  is  entitled  to any
commission  or finder's fee in connection  herewith.  Sublessee and Sublessor do
each hereby.



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


________                                                        ________
Initials                                                        Initials


                                  page 4 of 6

2001 - American Industrial Real Estate Association          FORM SBMT-04/01

<PAGE>




agree to indemnify, protect, defend and hold the other harmless from and against
liability  for  compensation  or charges which may be claimed by any such unamed
broker,  finder or other  similar  party by reason of any dealings or actions of
the  indemnifying  Party,  including  any  costs,   expenses,   attorneys'  fees
reasonably incurred with respect thereto.

12.  Attorney's  fees.  If any  Party or Broker  brings an action or  proceeding
involving  the  Premises  whether  founded in tort,  contract  or equity,  or to
declare rights  hereunder,  the Prevailing  Party (as hereafter  defined) in any
such  proceeding,  action,  or appeal  thereon,  shall be entitled to reasonable
attorneys'  fees.  Such fees may be awarded in the same suit or  recovered  in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include,  without limitation,  a
Party or Broker who  substantially  obtains or defeats the relief sought, as the
case may be, whether by compromise,  settlement, judgment, or the abandonment by
the other Party or Broker of its claim or  defense.  The  attorneys'  fees award
shall not be computed in accordance  with any court fee  schedule,  but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Sublessor shall be entitled to attorneys' fees,  costs and expenses  incurred in
the  preparation  and  service  of  notices  of  Default  and  consultations  in
connection therewith, whether or not a legal action is subsequently commenced in
connection with such Default or resulting  Breach ($200 is a reasonable  minimum
per occurrence for such services and consultation).

13. No prior or other Agreements;  Broker Disclaimer. This Sublease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Sublessor and Sublessee each  represents and warrants to the Brokers that it has
made,  and is relying  solely  upon,  its own  investigation  as to the  nature,
quality,  character  and  financial  responsibility  of the other  Party to this
Sublease  and as to the use,  nature,  quality and  character  of the  Premises.
Brokers  have no  responsibility  with  respect  thereto or with  respect to any
default or breach hereof by either Party.  The liability  (including court costs
and attorneys'  fees),  of any Broker with respect to  negotiations,  execution,
deliver or performance by either  Sublessor or Sublessee  under this Sublease or
any amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Sublease;  provided,  however, that the
foregoing  limitation on each Broker's  liability shall not be applicable to any
gross negligence or willful misconduct of such Broker.

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  HAZARDOUS  SUBSTANCES,  THE  ZONING OF THE  PROPERTY,  THE  STRUCTURAL
INTEGRITY,  THE  CONDITION  OF THE  ROOF  AND  THE  OPERATING  SYSTEM,  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:                  Executed at:
            ---------------------------                  -----------------------


on:                                 on:
     ----------------------------------          -------------------------------

By SUBLESSOR:                               By SUBLESSEE:

Greenberg Farrow Architecture, Inc.,        AccuPoll Holding Corp., a Nevada
---------------------------------------     ------------------------------------

a Georgia Corporation                         Corporation
---------------------------------------     ------------------------------------


By:                               By:
---------------------------------------     ------------------------------------


Name Printed:          Name Printed:
              -------------------------                  -----------------------

Title:                           Title:
       --------------------------------            -----------------------------


By:                                                 By:
    -----------------------------------         --------------------------------


Name Printed:                                             Name Printed:
              -------------------------                   ----------------------


Title:                                                   Title:
        -------------------------------             ----------------------------

Address: 15101 Red Hill Avenue              Address: 30 Executive Park, Ste. 260
         ------------------------------              ---------------------------
         Tustin, CA  92780                           Irvine, CA  92614
         ------------------------------              ---------------------------

Telephone: (714) 259-0500                   Telephone: (949) 200-4000
           ----------------------------                -------------------------

Facsimile: (   )                            Facsimile: (949) 200-2005
           ----------------------------                -------------------------

Federal ID No.                              Federal ID No. 11-2751630
              -------------------------                    ---------------------






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


--------                                                        --------
Initials                                                        Initials

                                  PAGE 5 OF 6


2001 - American Industrial real Estate Association           FORM SBMT-0-4/01

<PAGE>




BROKER:                                    BROKER:

Scott Garmon Company/Cushman & Wakefield   Grubb & Ellis Company
----------------------------------------   -------------------------------------

Attn:                                      Attn:
     -----------------------------------        --------------------------------

Title:                                     Title:
      ----------------------------------        --------------------------------

Address: 3220 North Iowa Street            Address: 4675 MacArthur Blvd.,
         -------------------------------            ----------------------------
         Costa Mesa, CA  92626/                     Suite 16000
         -------------------------------            ----------------------------
         1920 Main Street #600                      Newport Beach, CA  92660
         -------------------------------            ----------------------------
         Irvine,  CA  92618
         -------------------------------

Telephone: (714)540-1940/ (949) 474-4004    Telephone: (949) 608-2000
           -----------------------------               -------------------------

Facsimile: (   )                            Facsimile: (   )
           -----------------------------                ------------------------

Email:                                      Email:
      ----------------------------------          ------------------------------

Federal ID No.                              Federal ID No.
              --------------------------                  ----------------------

Consent to the above sublease is hereby given.


Executed at: Tustin, CA                     Executed at:
             ---------------------------                ------------------------

on: 17 Aug 2003                             on:
    ------------------------------------        --------------------------------

By MASTER LESSOR:                           By GUARANTOR(s):

Industrial Hill Holdings, LLC
----------------------------------------    By:
                                                --------------------------------
                                            Name Printed:
                                                         -----------------------
                                            Address:
                                                    ----------------------------
By:
   -------------------------------------
Name Printed:
              --------------------------    By:
Title:                                         --------------------------------
       ---------------------------------    Name Printed:
                                                          ----------------------
By: /s/
    ------------------------------------    Address:
Name Printed:                                       ----------------------------
              --------------------------
                                                     ---------------------------
Title:
       ---------------------------------

Address 15101 Red Hill Avenue
        --------------------------------
        Tustin, CA  92780
        --------------------------------

Telephone: (714) 258-8558
           -----------------------------

Facsimile: (   )
           -----------------------------

Federal ID No.
               -------------------------


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 So. Flower
St., Suite 600, Los Angeles, CA 90017. (213) 687-8777.

Copyright  2001 By  American  Industrial  Real  Estate  Association.  all rights
reserved.  No  part  of  these  works  may be  reproduced  in any  form  without
permission in writing.







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

--------                                                        --------
Initials                                                        Initials


                                  PAGE 6 OF 6

2001 - American Industrial Real Estate Association     FORM SBMT-0-4/01

<PAGE>


                         Addendum to Standard Sublease



The  terms and  conditional  outlined  herein  shall b  incorporated  into that
certain Standard  Sublease  Agreement,  dated July 23, 2003,  between Greenberg
Farrow Architecture, Inc., a Georgia Corporation (Sublessor and Accupoll Holding
Corp., A Nevada Corporation (Sublessee).



14. PREMISES:       Sublessee will occupy a total of 12,166 rentable square feet
                    of office space on the second floor of the building  located
                    at  15101  Redhill,  Tustin,  for  the  entire  term  of the
                    Sublease.  Sublessee  will pay rent on 10,000  square fee of
                    the  Premises  during  months  1  through  17 of  the  Term.
                    Sublessee  will  pay rend on 12,  166  rentable  square  fee
                    during months of 18 through 34 of the Term.  (see  Paragraph
                    15 below) (see  section  "A" of the  attached  floor  plan).
                    Sublessee  shall  be  granted  shared  use of  the  kitchen,
                    conference  / break  room and shall be  responsible  for its
                    cleaning  upon  use  by  Sublessee's  employees,  agents  or
                    clients.

                    All measurements, including those described above, are to be
                    determined  in  accordance  with the  standards set forth in
                    ANSI  Z65,1-1996,  as promulgated by the Building Owners and
                    Managers  Association ("BOMA Standard").  Sublessee shall be
                    entitled to independently verify all measurements.



15 RENT SCHEDULE:   The base rent  schedule  shall be at $1.10 per square  foot,
                    per months,  on full  service  gross  basis,  as outlined in
                    Paragraph 14 above.



                   Term:                        Monthly Rent:
                   -----                        -------------

                   Months 1 through 17          $11,000.00
                   Months 18 through 34         $13,382.60



16 PARKING:         Sublessee  shall  have,  for  the use of  Sublessee  and its
                    employees  and other  agents,  a  parking  ratio of four (4)
                    parking  spaces per one thousand  (1,000)  rentable  square
                    feet  leased.  All  Sublessee's   parking  spaces  shall  be
                    available  free of charge and  accessible  twenty-four  (24)
                    hours per day,  seven  days per week,  every day of the year
                    for  the  entire  term  of  the  lease  and  any  extensions
                    thereafter and subject to the terms and conditions set forth
                    within the Master Lease.

                    Sublessee  shall be  entitled  to a  proportionate  share of
                    subterranean parking  spaces as per the terms and conditions
                    of the Master Lease.


17. TENANT
    IMPROVEMENTS/
    FURNITURE:      Sublessor,  at Sublessor's  sole expense,  shall deliver the
                    Premises with carpets  professionally steam cleaned prior to
                    Sublessee's occupancy. The condition of the carpet excepted,
                    Sublessee will accept the Premises in an "as-is" condition,
                    but  will  require  cubicles  for a  minimum  of 25  people.
                    Sublessee is to furnish Sublessor with a copy of a furniture
                    plan  depicting  the exact  location of said  cubicles.  An
                    additional cubicle shall be a double. All







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

                                                                   Initials

<PAGE>


                         Addendum to Standard Sublease



                    cubicles  shall be  pre-wired  for both  10/100 mbps LAN and
                    phone conectivity. The use of any furniture systems shall be
                    free for the Term. An inventory of such  furniture  shall be
                    attached to the Standard Sublease


                    Agreement, dated July 23,  2003,  as Exhibit  "B" as a later
                    date. Sublessee agrees to return all items in good condition
                    as initially accepted, normal wear and tear excepted.


                    Sublessor shall solely reserve the right to demise Premises.
                    If such demising is deemed  necessary,  the expense of which
                    shall be the responsibility of Sublessor.

                    Sublessee must obtain prior written  approval of any and all
                    improvements  to the  Premises  from  Sublessor  and  Master
                    Lessor. Such improvements shall include,  but not be limited
                    to, materials, color, re-keying, signage, labor and all work
                    meeting all applicable building codes, and be at the expense
                    of  Sublessee  and subject to the terms and  conditions  set
                    forth in the Master Lease.


18. OPERATING
    EXPENSES:       Sublessee  shall have a 2004 Base Year per  rentable  square
                    foot.  If the  building  is less than  fully  occupied,  the
                    operating  expenses  will be  multiplied by a factor so that
                    the expense will represent that of a building 95% occupied.


19. PREPAID RENT
    AND  SECURITY
    DEPOSIT:        Upon deliver of executed  Subleases,  Sublessee  will prepay
                    the first  month's rend and a Security  Deposit equal to two
                    of the last month's rent.  Rent is due to Sublessor no later
                    than two  business  days after the first of each  month.  If
                    Sublessee has demonstrated a good payment history and is not
                    in  default,  as  outlined  under the terms and  conditions
                    contained   within  this  Sublease  and  the  Master  Lease,
                    Sublessor  shall  credit  an  amount  equal to  one  month's
                    Security Deposit toward month eighteen (18) of the Term. The
                    final month of Security  Deposit shall remain with Sublessor
                    through the end of the Term of the Sublease.



ACCUPOLL HOLDING CORP.,                         GREENBERG FARROW
A NEVADA CORPORATION                            ARCHITECTURE, INC., A GEORGIA
                                                CORPORATION



("Sublessee")                                   ("Sublessor")



By:                                               By:
        -----------------                           ----------------------------


Title:                                             Title:
        -----------------                              -------------------------


By:                                               By:
        -----------------                           ----------------------------


Date:                                                Date:
        -----------------                             --------------------------




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

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

                                                                Initials

<PAGE>


                                  Exhibit "A"



          Dated July 23, 2003, between Greenberg Farrow Architecture,
          Inc., A Georgia Corporation (Sublessor) and AccuPoll Holding
                    Corp., a Nevada Corporation (Sublessee).












                           DIAGRAM OF LEASED FACILITY














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


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

<PAGE>




                                  Exhibit "B"



          Dated July 23, 2003, between Greenberg Farrow Architecture,
          Inc., A Georgia Corporation (Sublessor and AccuPoll Holding
                    Corp., A Nevada Corporation (Sublessee).









                           Left Blank Intentionally



                    Furniture Inventory List to be Furnished
                                At a Later Date
















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




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

<PAGE>


                          STANDARD OFFICE LEASE-GROSS
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION



1.  Basic Lease Provisions ("Basic Lease Provisions")

     1.1 Parties:  This Lease, dated for reference  purposes only,
                                                                    ------------
August 25,  1995 is made by and  between  Red Hill  Enterprises  (herein  called
----------------                          ---------------------
"Lessor") and Greenberg Farrow  Architecture  Inc., a Georgia  Corporation doing
              ------------------------------------------------------------
business under the name of n/a (herein called "Lessee").
                           ---

     1.2 Premises:  Suite  Number(s)  200, + 2/3 of 2nd - floors,  consisting of
                                      ----   ---
approximately  15,135 feet, more or less, as defined in paragraph 2 and as shown
               ------
on Exhibit "A" hereto (the "Premises").

     1.3 Building: Commonly described as being located at 1501 Red Hill Avenue
                                                          ----------------------
in the city of Tustin
               -----------------------------------------------------------------
County of Orange
          ----------------------------------------------------------------------
State of California,  as more particularly described in Exhibit C hereto, and as
         ----------                                             -
defined in paragraph 2.

     1.4: Use: Full service architectural, engineering, planning and real estate
development consulting firm., subject to paragraph 6.

     1.5 Term: 36 months commencing September 15, 1995 ("Commencement Date") and
               --                   ------------------
ending September 14, 1998 defined in paragraph 3.
       ------------------

     1.6 Base Rent: One dollar and five cents ($1.05) per square foot per month,
                    -------------------------------------------------
payable on the first day of each month,  per paragraph  4.1  ($15,891.75 - based
               ----                                           ------------------
upon 15,135 square feet)
------------------------

     1.7 Base Rent Increase. Eliminated. /s/BWW.

     1.8 Rent Paid upon  Execution:  Fifteen  thousand eight hundred  ninety-one
                                     -------------------------------------------
dollars and 75 cents rent the first month of the lease term.
------------------------------------------------------------

     1.9 Security Deposit: Fifteen thousand eight hundred ninety-one dollars and
                           -----------------------------------------------------
75 cents.
---------

     1.10 Lessee's  Share of Operating  Expense  Increase:  29.95% as defined in
                                                            ------
paragraph 4.2.

2.  Premises, Parking and Common Areas.

     2.1 Premises:  The Premises are a portion of a building,  herein sometimes
referred to as the  "building"  identified  in paragraph  1.3 of the Basic Lease
Provisions.  "Building"  shall  include  adjacent  parking   structures  use  in
connection  therewith.  The Premises,  the Building,  the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon  or  thereunder,  are herein  collectively  referred  to as the  "Office
building  Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental,  and upon all the conditions set forth herein,  the
real  property  referred to the Basic Lease  Provisions,  paragraph  1.2, as the
"Premises," including right to the Common Areas as hereinafter specified.

     2.2 Vehicle Parking: So long as Lessee is not in default and subject to the
rules and regulations attached hereto, and as established by Lessor from time to
time,  Lessee  shall be entitled to rent and use 4 parking  spaces in the Office
Building  Project per 1000 square feet  leased,  of which  twelve (12)  reserved
subterranean spaces are including in the 4:1000 ratio (added sentence /s/BWW.)

          2.2.1 If  Lessee  commits,  permits  or  allows  any o the  prohibited
     activities  described in the Lease or the rules then in effect,  the Lessor
     shall have the right without  notice,  in addition to such other rights and
     remedies that it may have,  to remove or two away the vehicle  involved and
     charge the cost to Lessee,  which cost shall be  immediately  payable  upon
     demand by Lessor.

          2.2.2 Eliminated /s/BWW.

     2.3 Common Areas -  Definition.  the term "Common  Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the Office  Building  Project  that  provided and designed by the Lessor from
time to time for the general  non-exclusive  use of Lessor,  Lessee and of other
lessees  of  the  Office  building  Project  and  their  respective   employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances,  lobbies,  corridors,  stairways  and  stairwells,  public  restroom,
elevators,  escalators,  parking areas to the extent not otherwise prohibited by
this Lease,  loading and  unloading  areas,  trash areas,  roadways,  sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

     2.4  Common  Areas-Rules  and  Regulations.  Lessee  agrees to abide by and
conform to the rules and  regulations  attached hereto as Exhibit B with respect
to the Office  Building  Project and Common  Areas,  and to cause it  employees,
suppliers,  shippers, customers, and invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive  control and
management  of the Common Areas and shall have the right,  from time to time, to
modify  amend and enforce  said  rules and  regulations.  Lessors  shall not be
responsible to Lessee for the non-compliance  with said rules and regulations by
other  lessees,  their  agents,  employees  and invitees of the Office  Building
Project.

     2.5 Common  Areas-Changes.  Lessor shall have the right,  in Lessor's  sole
discretion, from time to time:

          (a) To make changes to the  Building  interior and exterior and Common
     Areas,  including,  without  limitation,  changes in the  location,  size,
     shape,  number, and  appearance  thereof,  including but not limited to the
     lobbies, windows, stairways, air shafts, elevators, escalators,  restrooms,
     driveways,  entrances, parking spaces, parking areas, loading and unloading
     areas, ingress, egress, direction of traffic,  decorative walls, landscaped
     areas and walkways; provided, however, Lessor shall at all time provide the
     parking facilities required by applicable law;

          (b) To close  temporarily  and of the  common  Areas  for  maintenance
     purpose so long as reasonable access to the Premises remains available;

          (c) To designate other land and improvements outside the boundaries of
     the Office Building Project to be a part of the Common Areas, provided that
     such  other  land  and  improvements   have  a  reasonable  and  functional
     relationship to the Office Building Project;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use  the  Common  Areas  while  engaged  in  making  additional
     improvements, repairs or alterations to the Office building Project, or any
     portion thereof;

          (f) To do a perform such other acts and make such other  changes to or
     with respect to the common Areas and office Building Project Lessor may, in
     the exercise of sound  business  judgment  deem to be  appropriate.  Lessor
     shall use its best efforts not to interfere with Lessee's business.  (Added
     sentence /s/BWW)

3.  Term.

     3.1  Term.  The  term  and  commencement  Date of this  lease  shall  be as
specified in paragraph 1.5 of the Basic Lease Provisions.

     3.2 Delay in Possession.  Nothwithstanding  said Commencement  Date, if for
any reason  Lessor cannot  deliver  possession of the Premises to Lessee on said
date and  subject  to  paragraph  3.2.2.  Lessor  shall  not be  subject  to any
liability therefor,  nor shall such failure to affect the validity of this Lease
or the obligations of Lessee  hereunder or extend the term hereof;  but, in such
case, Lessee shall not be obligated to pay rent or perform any other obligations
of Lessee under the terms of this Lease,  except as may be otherwise provided in
this  Lease,  until  possession  of the  Premises  is  tendored  to  Lessee,  as
hereinafter defined; provided;  however, that if Lessor shall not have delivered
possession of the Premises  within sixty (60) days following  said  Commencement
Date, as the same may be extended  under the terms of a Work Letter  executed by
Lessor and Lessee, Lessee may, at Lessee's



1984 American Industrial Real Estate Association

                               FULL SERVICE-GROSS
                                                                  ----------
/s/______
                                                                  ----------

                               PAGE 1 OF 10 PAGES

<PAGE>




option,  by notice in writing to Lessor within ten (10) days thereafter,  cancel
this Lease,  in which event the parties shall be discharged from all obligations
hereunder;  provided,  however,  that as to Lessee's  obligations.  Lessee first
reimburses  Lessor for all costs incurred for Non-Standard  Improvements and, as
to Lessor's  obligations.  Lessor shall return any money previously deposited by
Lessee (less any offsets due Lessor for Non-Standard improvements); and provided
further,  that is such written notice by Lessee is not received by Lessor within
said ten (10) day period.  Lessee's right to cancel this Lease  hereunder  shall
terminate and be no further force or effect.

               3.2.1  Possession  Tendered-Defined.  Possession  of the Premises
          shall be deemed tendered to Lessee ("Tender of  Possession") upon  the
          execution of this lease. (Eliminated sentences. /s/BWW).

               3.2.2.  Delays  Caused by Lessee.  There shall be no abatement of
          rent, and the sixty (60) day period  following the  Commencement  Date
          before  which  Lessee's  right to  cancel  this  Lease  accrues  under
          paragraph  3.2,  shall be deemed  extended to the extend of any delays
          caused by acts or omissions of Lessee, Lessee's agents,  employees and
          contractors.

     3.3  Early  Possession.  If  Lessee  occupies  the  Premises  prior to said
Commencement  Date,  such  occupancy  shall be subject to all provisions of this
lease such occupancy shall not change the termination date.

     4.3 Eliminated /s/BWW.

4.  Rent.

     4.1 Base Rent.  Subject to adjustment as hereinafter  provided in paragraph
4.3, and except as may be  otherwise  expressly  provided in this Lease.  Lessee
shall pay to Lessor the Base rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without offset or deduction. Lessee shall pay Lessor
upon  execution  hereof the advance Base Rent  described in paragraph 1.8 of the
basic Lease Provisions. Rent for any period during the term hereof which is less
than once month  shall be prorated  based upon the actual  number of days of the
calendar  month  involved.  Rent shall be payable in lawful  money of the United
State to Lessor at the address stated herein or to such other persons or at such
other places as Lessor may designate in writing.

     4.2 Operating expense Increase.  Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Leesee's Share, as hereinafter defined, of
the amount by which all Operating  Expenses,  as hereinafter  defined,  for each
comparison Year exceeds the amount of all Operating  Expenses for the Base Year,
such excess being hereinafter  referred to as the "Operating  Expense Increase,"
in accordance with the following provisions:

          (a) "Lessee's  Share" is defined,  for purposes of this Lease,  as the
     percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
     percentage has been determined by dividing the  approximate  footage of the
     Premises  by  the  total   approximate   square  footage  of  the  rentable
     approximations  which Lessor and Lessee agree are  reasonable and shall not
     be subject to revisions  except in connection  with an actual change in the
     site of the  Premises or a change in the space  available  for lease in the
     Office Building Project.

          (b) "Base  Year' is defined  as the first  twelve  (12)  months of the
     Lease term.

          (c)  "Comparison  year" is defined as each  twelve  (12) month  period
     during  the  term of this  lease  subsequent  to the Base  Year;  provided,
     however,  Lessee shall have no  obligation  to pay a share of the Operating
     Expense  increase  applicable  to the first twelve (12) months of the Lease
     Term (other than such as are mandated by a  governmental  authority,  as to
     which  government  mandated  expenses  Lessee  shall  pay  Lessee's  Share,
     notwithstanding  they occur during the first twelve (12) months).  Lessee's
     Share of the Operating  Expense  increase for the first and last Comparison
     Years of the Lease Term shall be prorated  according to the portion of such
     Comparison  Year s to  which  Lessee  is  responsible  for a share  of such
     increase.

          (d) "Operating  Expenses" is defined,  for purposes of this Lease,  to
     include  all  costs,  if any,  incurred  by Lessor in the  exercise  of its
     reasonable discretion, for:

               (i) the operation, repair, maintenance, and replacement, in neat,
          clean, safe good order and condition,  of the Office Building Project,
          including but not limited to, the following:

                    (aa) The Common Areas, Including their surfaces,  coverings,
               decorative  items,  carpets,  drapes  and window  coverings,  and
               including  parking  areas,  loading and  unloading  areas,  trash
               areas,  roadways,  sidewalks,   walkways,  stairways,   parkways,
               driveways,   landscaped  areas,  striping,   bumpers,  irrigation
               systems. Common area lighting facilities,  building exteriors and
               roofs, fences and gates;

                    (bb) All heating,  air  conditioning,  plumbing,  electrical
               systems,  life  safety  equipment,  telecommunication  and  other
               equipment  use in common by, or for the  benefit  of,  lessees or
               occupants of the Office Building Project, including elevators and
               escalators,  tenant directories, fire detection systems including
               sprinkler system maintenance and repair.

               (ii) Trash disposal, janitorial and security services;

               (iii)  any  other  service  to be  provided  by  lessor  that  is
          elsewhere in this Lease stated to be an "Operating Expense";

               (iv) The cost of the  premiums  for the  liability  and  property
          insurance  policies  to be  maintained  by Lessor  under  paragraph  8
          hereof;

               (v) The  amount of the real  property  taxes to be paid by Lessor
          under paragraph 10.1 hereof;

               (vi)  The cost of  water,  sewer,  gas,  electricity,  and  other
          publicly mandated services to the Office Building Project;

               (vii) Labor,  salaries and applicable  fringe benefits and costs,
          materials,  supplies and tools, use in maintaining and/or cleaning the
          Office   Building   Project  and   accounting  and  a  management  fee
          attributable to the operation of the Office Building Project;

               (viii)  Replacing  and/or  adding  improvements  mandated  by any
          governmental agency and any repairs or removals  necessitated  thereby
          amortized  over  its  useful life  according  to  Federal  income  tax
          regulations  or  guidelines  for  depreciation   therefor   (including
          interest on the  unamortized  balance  as  is then  reasonable  in the
          judgment of Lessor's accountant(s);

               (ix) Replacements of equipment or improvements that have a useful
          life  for  depreciation  purposes  according  to  Federal  income  tax
          guidelines of five (5) years or less, as amortized over such life.

          (e) Operating  Expenses shall not include the costs of replacements of
     equipment or  improvements  that have a useful life for Federal  income tax
     purposes in excess of five (5) years unless it is of the type  described in
     paragraph 4.3(d)(viii), in which case their cost shall be included as above
     provided.

          (f)  Operating  Expenses  shall not include any expenses  paid by any
     lessee  directly  to third  parties,  or as to which  Lessor  is  otherwise
     reimbursed by a third party, other tenant, or by insurance proceeds.

          (g) Lessee's  Share of  Operating  Expense  Increase  (which shall not
     exceed a seven  percent (7%)  increase in any one year) shall be payable by
     Lessee within ten (10) days after a reasonably detailed statement of actual
     expenses is presented to Lessee by Lessor. At Lessor's option,  however, an
     amount may be  estimated by Lessor from time to time in advance of Lessee's
     Share of the Operating  Expense  Increase for any Comparison  Year, and the
     same shall be payable  monthly or  quarterly,  as Lessor  shall  designate,
     during each  Comparison Year of the Lease term, on the same day as the Base
     Rent is due hereunder.  In the event that Lessee pays Lessor's  estimate of
     Lessee's  Share of Operating  Expense  increase as aforesaid,  Lessor shall
     deliver  to Lessee  within  sixty (60) days  after the  expiration  of each
     Comparison Year a reasonably  detailed  statement showing Lessee's Share of
     the actual  Operating  Expense  increase  incurred  during  such  year.  If
     Lessee's  payments under this paragraph  4.2(g) during said Comparison Year
     exceed  Lessee's  Share as  indicated  on said  statement.  Lessee shall be
     entitled to credit the amount of such overpayment against Lessee's Share of
     Operating  Expense  Increase next falling due. If lessee's  payments  under
     this paragraph during said Comparison Year were less than Lessee's share as
     indicated on said  statement,  Lessee shall pay to Lessor the amount of the
     deficiency  within ten (10) days after  deliver by Lessor to Lessee of said
     statement.  Lessor and Lessee shall  forthwith  adjust between them by cash
     payment any balance determined to exist with respect to that portion of the
     last  Comparison  Year for which  Lessee  is  responsible  as to  Operating
     Expense increases, nothwithstanding that the Lease term may have terminated
     before the end of such Comparison Year.

4.3  Rent Increase.

        /s/BWW.

     4.3.1 Eliminated.

     4.3.2 Eliminated .

     4.3.3 Eliminated.

1984 American Industrial Real Estate Association

                                                        Initials
                                                                ----------
                              FULL SERVICE -GROSS               ----------

                               PAGE 2 OF 10 PAGES
<PAGE>




/S/BWW

     4.3.4 Eliminated.

     4.3.5 Eliminated.

5. Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the
security  deposit set forth in paragraph  1.9 of the Basic Lease  Provisions  as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder,  or otherwise  defaults
with respect to any provision of this Lease. Lessor may use, apply or retain all
or any portion of said  deposit  for the payment of any rent or other  charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer  thereby.  If Lessor so uses or applies  all or any portion of
said  deposit  for the  payment of any rent or other  charge in default  for the
payment  of any other sum to which  Lessor  may  become  obligated  by reason of
Lessee's  default,  or to compensate  Lessor for any loss or damage which Lessor
may  suffer  thereby.  If Lessor so uses or applies  all or any  portion of said
deposit,  Lessee  shall  within ten (10) days  after  written  demand  therefore
deposit cash with Lessor in an amount  sufficient to restore said deposit to the
full amount then required of Lessee. If the monthly Base Rent shall from time to
time,  increase during the term of this Lease, Lessee shall, at the time of such
increase, deposit with Lessor additional money as a security deposit so that the
total amount of the security  deposit held by Lessor shall at all times bear the
same  proportion to the then current Base Rent as the initial  security  deposit
bears to the  initial  Base Rent set forth in  paragraph  1.6 of the Basic Lease
Provisions.  Lessor shall not be required to keep said security deposit separate
from its  general  accounts.  If Lessee  performs  all of  Lessee's  obligations
hereunder,  said deposit,  or so much thereof as has not heretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's  option,  to the last  assignee,  if any, of
Lessee's  interest  hereunder) at the  expiration of the term hereof,  and after
Lessee has vacated the Premises. No trust relationship is created herein between
lessor and Lessee with respect to said Security Deposit.

6.  Use.

     6.1 Use. The premises  shall be used and occupied  only for the purpose set
forth in paragraph  1.4 of the Basic Lease  Provisions or any other use which is
reasonably comparable to that use and for no other purpose.

     6.2 Compliance with Law.

               (a) Lessor  warrants  to Lessee that the  Premises,  in the state
          existing on the date that the Lease term commences, but without regard
          to  alterations  or  improvements  made by  Lessee or the use of which
          Lessee will occupy the  Premises,  does not violate any  covenants  or
          restrictions of record, or any applicable building code, regulation or
          ordinance in effect of such Lease term Commencement  Date. In the even
          it is determined  that this warranty has been violated,  then it shall
          be the obligation of the Lessor,  after written notice from Lessee, to
          promptly,  at  Lessor's  sole  coast  and  expense,  rectify  any such
          violation.

               (b)  Except as  provided  in  paragraph6.2(a)  Lessee  shall,  at
          Lessee's  expense,  promptly  comply  with  all  applicable  statutes,
          ordinances,  rules regulations,  orders,  covenants and restriction of
          record, and requirements of any fire insurance  underwriters or rating
          bureaus,  now in  effect  or which may  hereafter  come  into  effect,
          whether or not they reflect a change in policy from the now existing,
          during  the term of any part of the terms  manner and shall not use or
          permit the use of the  Premises or the Common areas in any manner that
          will tend to create  waste or a  nuisance  or shall  tend to  disturb
          other occupants of the Office Building Project.

     6.3 Condition of Premises.

               (a)  Lessor  shall  deliver  the  Premises  to  Lessee in a clean
          condition on the Lease  Commencement Date (unless Lessee is already in
          possession) and Lessor warrants to Lessee that the plumbing, lighting,
          air  condition,  and heating  system in the Premises  shall be in good
          operating  condition.  In the event  that it is  determined  that this
          warranty has been violated, then it shall be the obligation of Lessor,
          after receipt of written notice from Lessee setting forth  specificity
          the  nature of the violation,  to  promptly,  at  Lessor's  sole cost,
          rectify such violation.

               (b) Except as  otherwise  provided in this Lease,  Lessee  hereby
          accepts  the  Premises  and  the  Office  Building  Project  in  their
          condition  existing as of the Lease Commencement Date or the date that
          Lessee takes possession of the Premises, whichever is earlier, subject
          to all applicable zoning, municipal, county and state laws, ordinances
          and regulations governing and regulating the use of the Premises,  and
          any easements,  covenants or acknowledges that it has satisfied itself
          by its own  independent  investigation  that the Premises are suitable
          for its intended  use, and that neither  Lessor nor Lessor's  agent or
          agents has made any  representation  or  warranty as to the present or
          future  suitability of the Premises,  Common Areas, or Office Building
          Project for the conduct of Lessee's business.

7.  Maintenance, Repairs, Alterations and Common Area Services.

     7.1 Lessor's  Obligations.  Lessor shall keep the Office Building  Project,
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment  whether use  exclusively for the Premises or in common with other
premises, in good condition and repair;  provided,  however, Lessor shall not be
obligated to pain, repair or replace wall coverings, or to repair or replace any
improvements  that are not ordinarily  a part of the building or are above then
Building  standards.  Except as  provided  in  paragraph  9.,  there shall be no
abatement  of  rent  or  liability  of  Lessee  on  account  of  any  injury  or
interference with Lessee's business with respect to any improvements, alteration
or repairs made by Lessor to the Office  Building  Project or any part  thereof.
(/s/BWW Eliminated sentence.)

     7.2 Lessee's Obligations.

          (a)  Notwithstanding  Lessor's obligation to keep the Premises in good
     condition and repair,  Lessee shall be responsible  for payment of the cost
     thereof to Lessor as  additional  rent for that  portion of the cost of any
     maintenance and repair of the Premises, or any equipment (wherever located)
     that  serves  only  Lessee  or the  Premises,  to the  extent  such cost is
     attributable  to  cause  beyond  normal  wear  and  tear.  Lessee  shall be
     responsible  for  the  cost  of  painting,   repairing  or  replacing  wall
     coverings,  and to repair or replace any Premises improvements that are not
     ordinarily  a part  of  the  Building  or  that  are  above  then  Building
     standards. Lessor may, at its option, upon reasonable notice, elect to have
     Lessee perform any particular such maintenance or repairs the cost of which
     is otherwise Lessee's responsibility hereunder.

          (b) On the last day of the term hereof, or on any sooner  termination,
     Lessee  shall  surrender  the  Premises to Lessor in the same  condition as
     received  ordinary wear and tear  excepted,  clean and free of debris.  Any
     damage or  deterioration  of the Premises shall not be deemed ordinary wear
     and  tear if the  same  could  have  been  prevented  by  good  maintenance
     practices  by  lessee.  Lessee  shall  repair  any  damage to the  Premises
     occasioned  leave the air  lines,  power  panels,  electrical  distribution
     systems,  lighting  fixtures,  air  conditioning,  window  coverings,  wall
     coverings,  carpets,  wall ________,  ceilings and plumbing on the Premises
     and in good operating condition.

     7.3 Alteration and Additions. (See attached page for paragraph 51)

          (a) Lessee shall not,  without Lessor's prior written consent make any
     alterations,  improvements, additions, Utility installations or repairs in,
     on or about the Premises,  or the Office Building Project.  As used in this
     paragraph 73 the term "utility  installation" shall mean carpeting,  window
     and wall coverings, power panels, electrical distribution systems, lighting
     fixtures,  air conditioning,  plumbing, and telephone and telecommunication
     wiring and equipment. At the expiration of the term, lessor may require the
     removal  of any or all of  said  alterations,  improvements,  additions  or
     Utility  Installations,  and the restoration of the Premises and the Office
     Building  Project to their prior  condition,  at Lessee's  expense.  Should
     Lessor permit approved by Lessor,  and Lessor may require Lessee to provide
     Lessor, at Lessee's sole cost and expense, a lien and completion bond in an
     amount  equal  to one  and  one-half  times  the  estimated  cost  of  such
     improvements,  to insure Lessor  against any liability for  mechanic's  and
     materialmen's  liens and to insure  completion  of the work.  Should Lessee
     make any  alterations,  improvements,  additions  or  Utility  Installation
     without the prior  approve of Lessor,  or use a  contractor  not  expressly
     approved by lessor,  Lessor may, at any time during the term of this Lease,
     require  that  Lessee  remove  any part or all of the same.  the use by the
     Lessee  of the  contract  used  by the  Lessor  for the  wall is  expressly
     approved.

          (b) Any alterations,  improvements, additions or Utility Installations
     in or about the Premises or the Office  Building  Project that Lessee shall
     desire to make shall be presented to Lessor in written form,  with proposed
     detailed  plans.  If Lessor shall give its consent to Lessee's  making such
     alteration,  improvements,  addition or Utility  Installation.  the consent
     shall be deemed  conditioned  upon Lessee  acquiring a permit to do so from
     the applicable  governmental agencies,  furnishing a copy thereof to Lessor
     prior to the  commencement  of the work,  and compliance by Lessee with all
     conditions of said permit in a prompt and expeditious manner.

          (c) Lessee  shall  pay,  when due,  all claims for labor or  materials
     furnished or alleged to have been  furnished to or for use in the Premises,
     which claims are or may be secured by any mechanic's or materialmen's  lien
     against the Premises,  the Building or the Office Building Project,  or any
     interest therein.

          (d) Lessee shall give Lessor not less than ten (10) days' notice prior
     to the commencement of any work in the Premises by Lessee, and Lessor shall
     have the right to post notices of  non-responsibility in or on the Premises
     or the Building as provided by law. If Lessee shall, in good faith, contest
     the validity of any such lien,  claim or demand,  then Lessee shall,  at it
     sole expense  defend  itself and Lessor  against the same and shall pay and
     satisfy


                                                        Initials
                                                                ----------

1984 American Industrial Real Estate Association                ----------

                               FULL SERVICE-GROSS

                               PAGE 3 OF 10 PAGES

<PAGE>


any such adverse  judgment that may be rendered  thereon before the  enforcement
thereof against the Lessor or the Premises,  the Building or the Office Building
Project,  upon the condition that if Lessor shall require,  Lessee shall furnish
to Lessor a surety  bond  satisfactory  to  Lessor  in an  amount  equal to such
contested lien claim or demand  indemnifying  Lessor  against  liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys fees and costs in participating in such action
if Lessor shall decide it is to Lessor's best interest so to do.

          (e) all alteration,  improvements, additions and Utility installations
     (whether or not such Utility  installations  constitute  trade  fixtures of
     Lessee),  which may be made to the  Premises by lessee,  including  but not
     limited to, floor coverings,  panelings,  doors, drapes, built-in moldings,
     sound  attenuation,  and lighting and telephone or  communication  systems,
     conduit,  wiring  and  outlets,  shall  be  made  and  done  in a good  and
     workmanlike  manner and of good and  sufficient  quality and  materials and
     shall be the property of Lessor and remain upon and be surrendered with the
     Premises at the expiration of the Lease term,  unless Lessor requires their
     removal  pursuant to paragraph  7.3(a).  Provided Lessee is not in default,
     notwithstanding the provisions of this paragraph 7.3(e),  Lessee's personal
     property and equipment, other than that which is affixed to the Premises so
     that it cannot be removed  without  material  damage to the Premises or the
     Building, and other than Utility  Installations,  shall remain the property
     of  Lessee  and may be  removed  by Lessee  subject  to the  provisions  of
     paragraph 7.2.

          (f) Lessee shall provide Lessor with as-built plans and specifications
     for any alterations, improvements, additions or Utility Installations.

     7.4  Utility  Additions.  Lessor  reserves  the  right  to  install  new or
additional  utility  facilities  throughout the Office building  Project for the
benefit of Lessor or Lessee, or any other Lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing,  electrical
systems,  communication  systems,  and fire protection and detection systems, so
long as such  installations do not  unreasonably  interfere with Lessee's use of
the Premises.

8.  Insurance; Indemnity.

     8.1 Liability  Insurance-Lessee.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of  Commercial  General
Liability  Insurance  utilizing an Insurance  Services Office standard from with
Broad Form General Liability Endorsement  (GLO404), or equivalent,  in an amount
of not less than  $1,000.000 per occurrance of bodily injury and property damage
combines or in a greater  amount as  reasonably  determined  by Lessor and shall
insure Lessee with Lessor as an additional insured against liability arising out
of the use, occupancy or maintenance of the Premises.  Compliance with the above
requirement  shall not,  however,  limit the liability of Lessee  hereunder.(/s/
RRS, BWW - Change made to first sentence.)

     8.2  Liability  Insurance-Lessor.  Lessor shall obtain keep in force during
the term of this Lease a policy of combined Single Limit Bodily Injury and Broad
Form Property  Damage  Insurance,  plus coverage  against such other risk Lessor
deems advisable from time to time,  insuring  Lessor,  ____ not Lessee,  against
liability  arising out of the  ownership,  use,  occupancy or maintenance of the
Office building  Project in an amount not less than  $1,000.00.00  per occurance
and $2,000,000.00 aggregate. (/s/ BWW & RRS Addition to paragraph.)

     8.3 Property  Insurance-Lessee.  Lessee shall, at Lessee's expense,  obtain
and keep in force  during  the term of this  Lease for the  benefit  of  Lessee,
replacement  cost fire and  extended  covering  insurance,  with  vandalism  and
malicious   mischief,   sprinkler  leakage  and  earthquake   sprinkler  leakage
endorsements,  in an amount  sufficient  to cover not less than 100% of the full
replacement  cost,  as the same may exist from time to time,  of all of Lessee's
personal property, fixtures, equipment and tenant improvements.

     8.4 Property Insurance-Lessor. Lessor shall obtain and keep in force during
the term of this Lease a policy or policies of insurance covering loss or damage
to the Office Building Project improvements, but not Lessee's personal property,
fixtures,  equipment  or  tenant  improvements,   in  the  amount  of  the  full
replacement  cost  thereof,  as the same may exist from time to time,  utilizing
Insurance  Services  Office  standard  form, or equivalent  such other perils as
lessor  deems  advisable  or may be  required  by a lender  having a lien on the
Office Building Project.  (/s/ BWW & RRS Sentence  elimination.) Lessee will not
be named in any such  policies  carried by lessor and shall have no right to any
proceeds  therefrom.  the policies required by these paragraph 8.2 and 8.4 shall
contain such deductibles as Lessor or the aforesaid lender may determine. In the
event that the  Premises  shall  suffer an insured  loss as defined in paragraph
9.1(f) hereof,  the deductible  amounts under the applicable  insurance policies
shall be deemed an Operating  Expense.  Lessee shall not do or permit to be done
anything which shall invalidate the Insurance policies carried by Lessor. Lessee
shall pay the entirety of any increase in the property insurance premium for the
Office Building  Project over what it was prior to the  commencement of the term
of this Lease if the  increase is  specified  by lessor's  insurance  carrier as
being  caused by the nature of  Lessee's  occupancy  or any act or  omission  of
Lessee.

     8.5  Insurance  Policies.  Lessee  shall  delver to  Lessor  (/s/ RRS & BWW
Elimination  of partial  sentence)  certificates  evidencing  the  existence and
amounts of such insurance within seven (7) days after the  Commencement  Date of
this Lease.  No such  policy  shall be  cancelable  of subject to  reduction  of
coverage or other  modification  except  after  thirty  (30) days prior  written
notice  to  lessor.  Lessee  shall,  at least  fifteen  (15)  days  prior to the
expiration of such policies, furnish Lessor with renewals thereof.

     8.6 Waiver of  Subrogation.  Lessee  and Lessor  each  hereby  release  and
relieve the other,  and waive their entire  right of recover  against the other,
for direct or  consequential  loss or damage  arising  out of or incident to the
perils covered by property  insurance carried by such party,  whether due to the
negligence of Lessor or Lessee or their agents,  employees,  contractors  and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

     8.7  Indemnity.  Lessee shall  indemnify and hold  harmless  Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all  claims  for  damage  to the  person  or  property  of anyone or any
entitled arising from Lessee's use of the Office Building  Project,  or from the
conduct  of  Lessee's  business  or from  any  activity,  work or  things  done,
permitted or suffered by Lessee in or about the Premises or elsewhere  and shall
further  indemnify and hold harmless Lessor from and against  activity,  work or
things  done,  permitted  or  suffered  by Lessee in or about  the  Premises  or
elsewhere and shall further  indemnify and hold harmless Lessor from and against
any and all claims,  costs and  expenses,  arising from any breach or default in
the  performance  of any  obligation on Lessee's part to be preformed  under the
terms of this Lease,  or arising  from any act or omission of Lessee,  or any of
Lessee's agents,  contractors,  employees, or invitees, and from and against all
costs,  attorney's  fees,  expenses  and  liabilities  incurred by Lessor as the
result of any such use,  conduct  activity,  work,  things  done,  permitted  or
suffered,  breach,  default or negligence,  and in dealing reasonably therewith,
including  but not ;limited to the defense or pursuit of any claim or any action
or proceeding involved therein;  and in case any action or proceeding be brought
against  Lessor by reason of any such  matter,  Lessee  upon  notice from Lessor
shall defend the same at Lessee's expense by counsel reasonably  satisfactory to
Lessor and Lessor shall  cooperate with Lessee in such defense.  Lessor need not
first paid any such claim in order to be so indemnified.  Lessee,  as a material
part of the  consideration  to  Lessor,  hereby  assumes  all risk of  damage to
property such claim in order to be so indemnified. Lessee, as a material part of
the  consideration  to Lessor,  hereby assumes all risk of damage to property of
Lessor injury to person,  in, upon or about the Office Building  Project arising
from any cause and Lessee  hereby waives all claims in respect  thereof  against
Lessor.

     8.8 Exemption of Lessor from Liabilities. (/s/ RRS & BWW addition sentence)
Except for any  liability  caused by the gross  negligence  or  omission  of the
Lessor, it's agents, employees or contractors,  Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's  business or any loss of income other
person in or about the Premises of the Office building Project, nor shall Lessor
be liable  for injury to the person of  Lessee,  Lessee's  employees,  agents or
contractors,  whether  such  damage or injury is caused by or result from theft,
fire,  steam,  electricity,  gas, water or rain, or from the breakage,  leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances,  plumbing,
air  conditioning  or lighting  fixtures,  or from any other  cause,  sources or
places,  or from new  construction or the repair,  alteration or improvements of
any part of the  Office  building  Project,  or of the  equipment,  fixtures  or
appurtenances  applicable  thereto,  and regardless of whether the cause of such
damage  or injury or the means of  repairing  the same is  inaccessible,  Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee, occupant or user of the Office building Project, nor from the failure of
Lessor to enforce the  provisions  of any other lease of any other lessee of the
Office Building Project.

     8.9 No  Representation  of Adequate  Coverage.  Lessor and Lessee  makes no
representation  that the limits or forms of coverage of  insurance  specified in
this  paragraph  8 are  adequate  to cover  Lessee's  and  Lessor's  property or
obligations under this Lease.

9.  Damage or Destruction.

     9.1 Definitions.

          (a)  "Premises  Damage"  shall  mean if the  Premises  are  damaged or
     destroyed to any extent.

          (b) "Premises  building  Partial Damage" shall mean if the Building of
     which the  Premises  are a part is damaged or  destroyed to the extent that
     the cost to repair is less than fifty percent (50%) of the then Replacement
     Cost of the building.

          (c) "Premises  Building Total  Destruction" shall mean if the building
     of which the Premises are a part is damaged or destroyed to the extent that
     the cost to repair is fifty (50%) or more of the then  Replacement  Cost of
     the Building.

          (d)  "Office  Building  Project  Buildings"  shall  mean  all  of  the
     buildings on the Office Building Project site.

          (e) "Office Building Project Buildings total  Destruction"  shall mean
     if the Office  building  Project  Buildings are damaged or destroyed to the
     extent  that  the  cost of  repair  is  fifty  (50%)  or  more of the  then
     Replacement Cost of the Office Building Project Buildings.

          (f) Insured Loss" shall mean damage or destruction which was caused by
     an event required to be covered by the insurance  described in paragraph 8.
     the fact that an Insured  Loss has a  deductible  amount shall not make the
     loss an uninsured loss.

          (g) "Replacement  Cost" shall mean the amount of money necessary to be
     spent in order to repair or rebuild the damaged area to the condition  that
     existed   immediately  prior  to  the  damage   occurring,   excluding  all
     improvements  made by  Lessees,  other  than those  installed  by Lessor at
     Lessee's expense.



                                                        Initials
                                                                 ------
1984 American Industrial Real Estate Association                ------

                               FULL SREVICE-GROSS


                               PAGE 4 OF 10 PAGES

<PAGE>




     9.2 Premises Damage; Premises Building Partial Damage..

               (a) Insured Loss.  Subject to the provisions of paragraph 9.4 and
          9.5,  if at any time  during  the term of this  lease  there is damage
          which is  insured  Loss and which  falls  into the  classification  of
          either  Premises  Damage or Premises  Building  Partial  Damage,  then
          Lessor shall as soon as reasonably  possible but not to exceed 90 days
          from date of occurrence  and to the extent the required  materials and
          labor are readily  available  through usual  commercial  channels,  at
          Lessor's  expense,  repair  such damage  (but not  Lessee's  fixtures,
          equipment or tenant improvements originally paid for by lessee) to its
          conditions  existing at the time of the  damage;  and this Lease shall
          continue in full force effect. (/s/ BWW & RRS.)

               (b) Uninsured  Loss:  Subject to the provisions of paragraphs 9.4
          and 9.5,  if at any time during the term of this Lease there is damage
          which is not an Insured Loss and which falls within the classification
          of Premises Damage or Premises Building partial Damage,  unless caused
          by a negligent  or willful act of Lessee (in which event  Lessee shall
          make the repairs at Lessee's  expense),  which damage  prevents Lessee
          from  making  any  substantial  use of  the  Premises,  Lessor  may at
          Lessor's  option  either (i) repair such damage as soon as  reasonably
          possible but not to exceed 90 days from date of occurrence at Lessor's
          expense,  in which  event the Lease  shall  continue in full force and
          effect,  or (ii) give written notice to lessee within thirty (30) days
          after the date of the occurrence of such damage of Lessor's  intention
          to cancel and terminate this Lease as of the date of the occurrence of
          such damage,  in which event this Lease shall terminate as of the date
          of the occurrence of such damage. (/s/BWW & RRS.)

     9.3 Premises  Building Total  Destruction:  Office  Building  Project Total
Destruction.  Subject o the  provisions of paragraph 9.4 and 9.5, if at any time
during the term of this Lease  there is damage,  whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction,  then Lessor may
at Lessor's  option  either (i) repair such damage or channels) to its condition
existing at the time of but not to exceed 90 days from date of occurrence of the
damage, but not Lessee's fixtures,  equipment or tenant  improvements,  and this
Lease shall  continue in full force and effect,  or (ii) give written  notice to
Lessee  within  thirty (30) days after the date of  occurrence of such damage of
Lessor's  intention to cancel and terminate this Lease, in which case this Lease
shall terminate as of the date of the occurrence of such damage. (/s/BWW &RRS.)

     9.4 Damage Near End of Term.

               (a) Subject to paragraph  9.4(b),  if at any time during the last
          twelve  (12)  months of the term of this  Lease  there is  substantial
          damage  to the  Premises,  Lessor my at  Lessor's  option  cancel  and
          terminate  this Lease as of the date of  occurrence  of such damage by
          giving written  notice to lessee of Lessor's  election to do so within
          30 days after the date of occurence of such damage.

               (b)  Notwithstanding  paragraph  9.4(a), in the event that Lessee
          has an option to extend or renew this Lease, and the time within which
          said  option  may be  exercised  has not  yet  expired.  Lessee  shall
          exercise  such option,  if it is to be exercised at all, no later than
          twenty  (20) days after the  occurrence  of an insured  Loss  falling
          within the  classification  of Premises  Damage during the last twelve
          (12) months of the term of this Lease.  If Lessee duly  exercises such
          option during said twenty (20) day period,  Lessor shall,  at Lessor's
          expense,  repair such damage, but not Lessee's fixtures,  equipment or
          tenant  improvements,  as soon as reasonably  possible and this Lease
          shall  continue in full force and effect.  If Lessee fails to exercise
          such option  during said twenty (20) days  period,  then Lessor may at
          Lessor's  option  terminate and cancel this Lease as of the expiration
          of said twenty (20) day period by giving  written  notice to Lessee of
          Lessor's  election to do so within ten (10) days after the  expiration
          of said twenty 20) day period,  notwithstanding  any term of provision
          in the grant of option to the contrary.

     9.5 Abatement of Rent;  Lessee's Remedies.

               (a) In the event  Lessor  repairs or  restores  the  Building  or
          Premises  pursuant to the provisions of this paragraph 9, and any part
          of the Premises are not usable  (including  loss of use due to loss of
          access or essential  services),  the rent payable hereunder (including
          Lessee's  Share of Operating  Expense  Increase for the period  during
          which such damage,  repair or restoration  continues  shall be abated,
          provided  (1) the  damage  was not the  result  of the  negligence  of
          Lessee,  and  (2)  such  abatement  shall  only be to the  extent  the
          operation and profitability of Lessee's business and operated from the
          Premises is adversely affected.  Except for said abatement of rent, if
          any, Lessee shall have no claim against Lessor for any damage suffered
          by reasons of any such damage, destruction, repair or restoration.

               (b) If  Lessee  shall be  obligated  to repair  or  restores  the
          Premises or the Building  under the provisions of this Paragraph 9 and
          shall not commence such repair or restoration  within ninety (90) days
          after  such   occurrence  ,  or  if  Lessor  shall  not  complete  the
          restoration  and repair  within six (6) months after such  occurrence,
          lessee  may at  Lessee's  option  cancel and  terminate  this Lease by
          giving Lessor written notice of Lessee's election to do so at any time
          prior to the commencement or completion,  respectively, of such repair
          or restoration. In such event this Lease shall terminate as f the date
          of such notice.

               (c) Lessee agrees to cooperate with Lessor in connection with any
          such restoration and repair, including but not limited to the approval
          and/or execution of plans and specifications required.

     9.6  Termination-Advance  Payments. Upon termination of this Lease pursuant
to this paragraph 9, an equitable  adjustment  shall be made concerning  advance
rent and any  advance  payments  made by  Lessee to  Lessor.  Lessor  shall,  in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
therefore been applied by Lessor.

     9.7 Waiver.  Lessor and Lessee waive the  provisions  of any statute  which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. Real Property Taxes.

     10.1 Payment of Taxes.  Lessor shall pay the real  property tax, as defined
in  paragraph  10.3,  applicable  to the  Office  Building  Project  subject  to
reimbursement  by Lessee of Lessee's Share of such taxes in accordance  with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

     10.2  Additional  Improvements.  Lessee shall not be responsible for paying
any increase in real  property tax specified in the tax  assessor's  records and
work sheets as being  caused by  additional  improvement  placed upon the Office
Building  Project by other lessees or by Lessor for the  exclusive  enjoyment of
any  other  lessee.  Lessee  shall,  however,  pay to  Lessor  at the time  that
Operating  Expenses  are  payable  under  paragraph  4.2(c) the  entirety of any
increase  in real  property  tax if  assessed  solely by  reason  of  additional
improvements placed upon the Premises by Lessee or at Lessee's request.

     10.3  Definition of "Real  Property  Tax".  As used herein,  the term "real
property tax" shall include any form of real estate tax of assessment,  general,
special, ordinary or extraordinary,  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed on the Office  Building  Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county,  state or federal  government,  or any school,  agricultural,  sanitary,
fire,  street,  drainage or other improvement  district thereof,  as against any
legal or equitable  interest of Lessor in the Office Building  Project or in any
portion thereof,  as against  Lessor's right to rent or other income  therefrom,
and as against  Lessor's  business of leasing the Office Building  Project.  The
term "real  property tax" shall also include any tax, fee,  levy,  assessment or
charge (i) in  substitution  of ,  partially  or totally,  any tax,  fee,  levy,
assessment  or  charge  hereinabove  included  within  the  definition  of "real
property tax", or (ii) the nature of which was hereinbefore  included within the
definition  of "real  property  tax", or (iii) which is imposed for a service or
right not charged  prior to June 1, 1978,  or, if previously  charged,  has been
increased  since June 1, 1978,  or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included  within the definition of real property tax by reason of such change of
ownership,  or  (v)  which  is  imposed  by  reason  of  this  transaction,  any
modifications or changes hereto, or any transfers hereof.

     10.4 Joint Assessment. If the improvements or property, the taxes for which
are to be paid  separately  by  Lessee  under  paragraph  10.2  or 10.5  are not
separately assessed,  Lessee's portion of that tax shall be equitably determined
by Lessor from the respective  valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.5 Personal Property Taxes.

     (a) Lessee shall pay prior to delinquency  all taxes  assessed  against and
levied  upon  trade  fixtures,  furnishings,  equipment  and all other  personal
property of Lessee contained in the Premises or elsewhere.

     (b) If any of  Lessee's  said  personal  property  shall be  assessed  with
Lessor's real  property,  Lessee shall pay to Lessor the taxes  attributable  to
Lessee within ten (10) days after receipt of a written  statement  setting forth
the taxes applicable to Lessee's property.

11. Utilities.

     11.1  Services   Provided  by  Lessor.   Lessor  shall   provide   heating,
ventilation,  air conditioning,  and janitorial service as reasonably  required,
reasonable  amounts of  electricity  for  normal  lighting  and office  machines
(including  blue print  machines,  copy  equipment  and desk top  computers  for
Lessee's use only),  water for reasonable and normal drinking  lavatory use, and
replacement  light bulbs  and/or  fluorescent  tubes and  ballasts  for standard
overhead fixtures.

     11.2  Services  Exclusive to Lessee.  Lessee shall pay for all water,  gas,
heat,  light,  power,  telephone and other  utilities and services  specially or
exclusively  supplied  and/or metered  exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not seperately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable  proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

     11.3 Hours of Service.

SECTION DELETED

See attached page for paragraph 11.3.

1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 5 OF 10 PAGES
<PAGE>

     11.4  Excess  Usage by  Lessee.  Lessee  shall not make  connection  to the
utilities  except by or through  existing  outlets  and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power or suffer or permit any act that causes  extra burden upon the upon the
utilities  or services,  including  but not limited to security  services,  over
standard  office usage for the Office  Building  Project.  Lessor shall  require
Lessee to reimburse  Lessor for any excess  expenses or costs that may arise out
of a breach of this  subparagraph by Lessee.  Lessor may, in its sole discretion
install at Lessee's  expense  supplemental  equipment  and/or separate  metering
applicable to Lessee's excess usage or loading.

     11.5  Interruptions.  There shall be no  abatement of rent and Lessor shall
not  be  liable  in  any  respect  whatsoever  for  the  inadequacy,   stoppage,
interruption or  discontinuance  of any utility or service due to riot,  strike,
labor  dispute,  breakdown,  accident,  repair or other  cause  beyond  Lessor's
reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.

     12.1  Lessor's  Consent  Required.  Lessee  shall  not  voluntarily  or  by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber all or any part of Lessee's  interest in the Lease or in the  Premises,
without  Lessor's  prior written  consent,  which Lessor shall not  unreasonably
withhold.  Lessor shall respond to Lessee's  request for consent  hereunder in a
timely manner and any attempted assignment,  transfer, mortgage,  encumbrance or
subletting  without such consent shall be void, and shall  constitute a material
default  and breach of this Lease  without  the need for notice to Lessee  under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five  percent  (25%) of the voting stock of such  corporation,  or (b) if
Lessee is a partnership,  more than twenty-five  percent (25%) of the profit and
loss participation in such partnership.

     12.2 Lessee  Affiliate.  Notwithstanding  the  provision of paragraph  12.1
hereof,  Lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  all of which are referred to as "Lessee  Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and  assumption.  Any such assignment
shall not, in any way,  affect or limit the  liability of Lessee under the terms
of this Lease  even if after such  assignment  or  subletting  the terms of this
Lease are  materially  changed or altered  without  the  consent of Lessee,  the
consent of whom shall not be necessary.

     12.3 Terms and Conditions Applicable to Assignment and Subletting.

     (a)  Regardless of Lessor's  consent,  no  assignment  or subletting  shall
release Lessee of Lessee's obligations  hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expense Increase,  and to perform all other obligations to be
performed by Lessee hereunder.

     (b) Lessor  may accept  rent from any  person  other  than  Lessee  pending
approval or disapproval of such assignment.

     (c) Neither a delay in the approval or  disapproval  of such  assignment or
subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of
Lessor's  right to exercise  its  remedies for the breach of any of the terms or
conditions of this paragraph 12 or this Lease.

     (d) If Lessee's  obligations under this Lease have been guaranteed by third
parties, then an assignment or sublease, and Lessor's consent thereto, shall not
be effective  unless said guarantors give their written consent to such sublease
and the terms thereof.

     (e) The  consent  by  Lessor  to any  assignment  or  subletting  shall not
constitute a consent to any subsequent  assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent  sublettings and assignments of the sublease or
any amendments or modifications  thereto without notifying Lessee or anyone else
liable on the Lease or sublease  and without  obtaining  their  consent and such
action shall not relieve such  persons from  liability  under this Lease or said
subleases; however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease or such sublease.

     (f) In the event of any  default  under  this  Lease,  Lessor  may  proceed
directly  against  Lessee,  any guarantors or any one else  responsible  for the
performance  of this Lease,  including the sublessee,  without first  exhausting
Lessor's  remedies  against any other person or entity  responsible  therefor to
Lessor, or any security held by Lessor or Lessee.

     (g)  Lessor's  written  consent  to any  assignment  or  subletting  of the
Premises by Lessee shall not constitute an acknowledgement  that no default then
exists under this Lease of the  obligations  to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing  default,  except as may be
otherwise stated by Lessor or Lessee.

     (h) The discovery of the fact that any financial  statement  relied upon by
Lessor in giving its consent to an assignment or subletting was materially false
shall, at Lessor's election, render Lessor's said consent null and void.

12.4  Additional  Terms and Conditions  Applicable to Subletting.  Regardless of
Lessor's  consent  the  following  terms  and  conditions  shall  apply  to  any
subletting  by  Lessee  of all or any part of the  Premises  and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's  interest
in all rentals and income arising from any sublease heretofore or hereafter made
by Lessee,  and Lessor may  collect  such rent and income and apply same  toward
Lessee's  obligations  under this Lease.  Lessor shall not, by reason of this or
any other  assignment of such sublease to Lessor nor by reason of the collection
of the rents from a sublessee, be deemed liable to the sublessee for any failure
of Lessee  to  perform  and  comply  with any of  Lessee's  obligations  to such
sublessee under such sublease.  Lessee hereby irrevocably authorizes and directs
any such sublessee,  upon receipt of a written notice from Lessor stating that a
default exists in the performance of Lessee's  obligations  under this Lease, to
pay to Lessor the rents due and to become due under the sublease.  Lessee agrees
that such  sublessee  shall have the right to rely upon any such  statement  and
request  from  Lessor  and that such  sublessee  shall pay such  rents to Lessor
without any obligation or right to inquire as to whether such default exists and
notwithstanding  any notice  from or claim from Lessee to the  contrary.  Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.

     (b) No sublease  entered into by Lessee shall be effective unless and until
it has been approved in writing by Lessor. In entering into any sublease, Lessee
shall use only such form of sublessee  as is  satisfactory  to Lessor,  and once
approved  by Lessor  such  sublease  shall not be  changed or  modified  without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed
and agreed to conform  and comply  with each and every  obligation  herein to be
performed  by  Lessee  other  then  such  obligations  as  are  contrary  to  or
inconsistent  with  provisions  contained  in a  sublease  to which  Lessor  has
expressly consented in writing.

     (c) In the event Lessee shall default in the performance of its obligations
under this Lease,  Lessor at its option and without any obligation to do so, may
require  any  sublessee  to  attorney to Lessor,  in which  event  Lessor  shall
undertake  the  obligations  of Lessee under such  sublease from the time of the
exercise of said option to the termination of such sublease;  provided, however,
Lessor  shall not be liable for any prepaid  rents or security  deposit  paid by
such  sublessee  to Lessee or for any other prior  defaults of Lessee under such
sublease.

     (d) No  sublessee  shall  further  assign or sublet  all or any part of the
Premises without Lessor's prior written consent.

     (e) With respect to any  subletting to which Lessor has  consented,  Lessor
agrees to deliver a copy of any  notice of  default by Lessee to the  sublessee.
Such sublessee shall have the right to cure a default of Lessee within three (3)
days  after  service  of said  notice of default  upon such  sublessee,  and the
sublessee shall have a right of reimbursement and offset from and against Lessee
for any such defaults cured by the sublessee.

     12.5  Lessor's  Expenses.  In the event  Lessee  shall assign or sublet the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then  Lessee  shall pay  Lessor's  reasonable  costs and  expenses  incurred  in
connection  therewith,  including attorneys',  architects',  engineers' or other
consultants' fees.

     12.6  Conditions  of Consent.  Lessor  reserves the right to condition  any
approval to assign or sublet upon Lessor's  determination  that (a) the proposed
assignee or  sublessee  shall  conduct a business  on the  Premises of a quality
substantially  equal to that of Lessee and consistent with the general character
of the other  occupants of the Office  Building  Project and not in violation of
any  exclusives  or rights  then  held by other  tenants,  and (b) the  proposed
assignee  or  sublessee  be at least as  financially  responsible  as Lessee was
expected to be at the time of the execution of this Lease or of such  assignment
or subletting, whichever is greater.

13. Default; Remedies.

     13.1  Default.  The  occurence of any one or more of the  following  events
shall constitute a material default of this Lease by Lessee:

     (a) The vacation or abandonment of the Premises by Lessee. Vacation of the
Premises  shall  include the  failure to occupy the  Premises  for a  continuous
period of sixty (60) days or more, whether or not the rent is paid.

     (b) The breach by Lessee of any of the covenants, conditions or provisions
or paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or subletting),
13.1(a)(vacation   or  abandonment),   13.1(e)  (insolvency),   13.1(f)  (false
statement), 16(a) (estoppel certificate), 30(b) (subordination),  33 (auctions),
or 41.1 (easements), all of which are hereby deemed to be material,  non-curable
defaults without the necessity of any notice by Lessor to Lessee thereof.

     (c) The failure by Lessee to make any payment of rent or any other  payment
required to be made by Lessee  hereunder,  as and when due,  where such  failure
shall continue for a period of ten (10) days after written notice thereof to the
Atlanta office of Lessee by Certified  Mail with return  receipt  requested from
Lessor to Lessee.  In the event that Lessor  serves  Lessee with a Notice to Pay
Rent or Quit pursuant to applicable  Unlawful  Detainer  statutes such notice to
Pay Rent or Quit shall also constitute the required by such subparagraph.


1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 6 OF 10 PAGES
<PAGE>



     (d) The  failure  by Lessee to observe  or  perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or  performed by Lessee
other than those  referenced in  subparagraphs  (b) and (c),  above,  where such
failure  shall  continue for a period of thirty (30) days after  written  notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance  is such that more than thirty (30) days are  reasonably  required
for its  cure,  then  Lessee  shall not be  deemed  to be in  default  if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to  completion.  To the extent  permitted by law,  such thirty
(30) day notice shall  constitute the sole and exclusive  notice  required to be
given to Lessee under applicable Unlawful Detainer statutes.

     (e)  (i) The  making  by  Lessee  of any  general  arrangement  or  general
assignment  for the benefit of  creditors;  (ii)  Lessee  becoming a "debtor" as
defined in 11 U.S.C. sec 101 or any successor  statute thereto  (unless,  in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days;  (iii) the  appointment  of a trustee or  receiver to take  possession  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this  Lease,  where such  seizure is not  discharged  within  thirty
(30)days.  In the event that any provision of this paragraph 13.1(e) is contrary
to any applicable law, such provision shall be of no force or effect.

     (f) The discovery by Lessor that any financial statement given to Lessor by
Lessee, or its successor in interest or by any guarantor of Lessee's  obligation
hereunder, was materially false.

     Remedies.  In the event of any material  default or breach of this Lease by
Lessee  after  notice to the  Atlanta  office of Lessee,  Lessor may at any time
thereafter,  with or without debt and without limiting Lessor in the exercise of
any right or remedy which Lessor may have by reason of such default:

     (a)  Terminate  Lessee's  right to possession of the Premises by any lawful
means,  in which case this Lease and the term hereof shall  terminate and Lessee
shall immediately  surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover  from Lessee all damages  incurred by Lessor
by reason  of  Lessee's  default  including,  but not  limited  to,  the cost of
recovering  possession  of  the  Premises;  expenses  of  reletting,   including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission  actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award  exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably  avoided;
that portion of the leasing  commission  paid by Lessor pursuant to paragraph 15
applicable to the unexpired term of this Lease.

     (b) Maintain  Lessee's  right to  possession in which case this Lease shall
continue in effect  whether or not Lessee shall have  vacated or  abandoned  the
Premises.  In such event  Lessor  shall be  entitled  to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

     (c) Pursue any other remedy now or hereafter  available to Lessor under the
laws of judicial decisions of the state wherein the Premises are located. Unpaid
installments of rent and other unpaid  monetary  obligations of Lessee under the
terms of this Lease shall bear  interest  from the date due at the maximum  rate
then allowable by law.

     13.3 Default by Lessor.  Lessor shall not be in default unless Lessor fails
to perform  obligations  required of Lessor within a reasonable  time, but in no
event later than thirty (30) days after  written  notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address  shall have  theretofore  been  furnished to Lessee in writing,
specifying  wherein  Lessor  has failed to perform  such  obligation;  provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are  required for  performance  then Lessor shall not be in default if
Lessor commences  performance within such 30-day period and therafter diligently
pursues the same completion.

     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of Base Rent,  Lessee's Share of Operating  Expense  Increase or other
sums due  hereunder  will cause Lessor to incur costs not  contemplated  by this
Lease, the exact amount of which will be extremely difficult to ascertain.  Such
costs include,  but are not limited to, processing and accounting  charges,  and
late  charges  which may be  imposed on Lessor by the terms of any  mortgage  or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall  pay to  Lessor a late  charge  equal to 6% of such  overdue  amount.  The
parties  hereby  agree that such late charge  represents  a fair and  reasonable
estimate  of the costs  Lessor  will incur by reason of late  payment by Lessee.
Acceptance  of such late charge by Lessor shall in no event  constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. Condemnation.  If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease  shall  terminate  as to the part so  taken as of the date the  condemning
authority takes title or possession, whichever first occurs; provided that if so
much  of the  Premises  or  the  Office  Building  Project  are  taken  by  such
condemnation  as would  substantially  and  adversely  affect the  operation and
profitability  of Lessee's  business  conducted from the Premises,  Lessee shall
have the option to be exercised  only in writing  within  thirty (30) days after
Lessor shall have given Lessee written notice of such taking ( or in the absence
of such notice,  within thirty (30) days after the  condemning  authority  shall
have taken  possession),  to terminate  this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises  remaining,  except that the rent and Lessee's
Share of Operating  Expense Increase shall be reduced in the proportion that the
floor area of the Premises  taken bears to the total floor area of the Premises,
Common Areas taken shall be excluded  from the Common Areas usable by Lessee and
no  reduction  of rent shall occur with  respect  thereto or by reason  thereof.
Lessor shall have the option in its sole  discretion to terminate  this Lease as
of the taking of  possession  by the  condemning  authority,  by giving  written
notice to Lessee of such  election  within  thirty  (30) days after  receipt of
notice of a taking by  condemnation  of any part of the  Premises  or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office  Building  Project  under the power of eminent  domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation  for diminution in value of the
leasehold  or for the  taking of the fee,  or as  severance  damages;  provided,
however,  that Lessee  shall be entitled  to any  separate  award for loss of or
damage to Lessee's trade fixtures,  removable  personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such  improvements  shall be amortized  over the original  term of this Lease
excluding any options.  In the event that this Lease is not terminated by reason
of such  condemnation,  Lessor shall to the extent of severance damages received
by Lessor  in  connection  with  such  condemnation,  repair  any  damage to the
Premises caused by such  condemnation  except to the extent that Lessee has been
reimbursed therefor by the condemning authority.  Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15. Broker's Fee.

     (a) The brokers involved in this  transaction are Professional  Real Estate
Services as "listing  broker" and The Seeley  Company as  "cooperating  broker",
licensed real estate broker(s).  A "cooperating broker" is defined as any broker
other than the  listing  broker  entitled to a share of any  commission  arising
under this Lease. Upon execution of this Lease both parties, Lessor shall pay to
said brokers jointly,  or in such separate shares as they may mutually designate
in writing,  a fee as set forth in a separate  agreement between Lessor and said
broker(s).

SECTION DELETED

     (d) Lessee and Lessor each  represent and warrant to the other that neither
has had any dealings  with any person,  firm,  broker or finder  (other than the
person(s),  if any,  whose  names are set forth in  paragraph  15(a),  above) in
connection  with the  negotiation of this Lease and/or the  consummation  of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction  and Lessee and Lessor do each hereby  indemnify  and hold the other
harmless from and against any costs, expenses,  attorney's fees or liability for
compensation or charges which may be claimed by any such unnamed broker,  finder
or other similar party by reason of any dealings or actions of the  indemnifying
party.

16. Estoppel Certificate.

     (a) Each party (as "responding party") shall at any time upon not less than
ten (10) days prior  written  notice from the other party  ("requesting  party")
execute,  acknowledge and deliver to the requesting party a statement in writing
(i)  certifying  that this Lease is unmodified and in full force and effect (or,
if modified,  stating the nature of such  modification  and certifying that this
Lease, as so modified, is in full force and effect and the date

1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 7 OF 10 PAGES
<PAGE>

to which  the rent and  other  charges  are paid in  advance,  if any,  and (ii)
acknowledging  that there are not,  to the  responding  party's  knowledge,  any
uncured  defaults  on the  part of the  requesting  party,  or  specifying  such
defaults if any are claimed.  Any such statement may be conclusively relied upon
by any prospective  purchaser or encumbrancer of the Office Building  Project or
of the business of Lessee.

     (b) At the requesting party's option, the failure to deliver such statement
within  such time shall be a material  default of this Lease by the party who is
to respond,  without any further  notice to such party or it shall be conclusive
upon  such  party  that  (i) this  Lease is in full  force  and  effect  without
modification  except as may be represented by the requesting  party,  (ii) there
are no uncured  defaults in the  requesting  party's  performance,  and (iii) if
Lessor is the requesting  party, not more than one month's rent has been paid in
advance.

     (c) If Lessor desires to finance,  refinance,  or sell the Office  Building
Project,  or any part thereof , Lessee hereby agrees to deliver to any lender or
purchaser  designated  by  Lessor a recent  copy of Dunn &  Bradstreet  and bank
credit references. All such financial statements shall be received by Lessor and
such lender or purchaser in  confidence  and shall be used only for the purposes
herein set forth.

17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean only the
owner  or  owners,  at the time in  question,  of the fee  title  or a  lessee's
interest  in a ground  lease of the  Office  Building  Project,  and  except  as
expressly  provided in paragraph  15, in the event of any transfer of such title
or interest,  Lessor herein named (and in case of any subsequent  transfers then
the grantor)  shall be relieved  from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed , provided
that any funds in the hands of  Lessor or the then  grantor  at the time of such
transfer,  in which Lessee has an  interest,  shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid,  be binding on Lessor's successors and assigns,  only during their
respective periods of ownership.

18. Severability. The invalidity of any provision of this Lease as determined by
a court of  competent  jurisdiction  shall in no way affect the  validity of any
other provision hereof.

19. Interest on Past-due Obligations.  Except as expressly herein provided,  any
amount due to Lessor not paid when due shall bear  interest at the maximum  rate
then allowable by law or judgments  from the date due.  Payment of such interest
shall not excuse or cure any  default  by Lessee  under  this  Lease;  provided,
however,  that interest shall not be payable on late charges  incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligation to be
performed under this Lease.

21.  Additional  Rent.  All monetary  obligations  of Lessee to Lessor under the
terms of this Lease,  including  but not limited to Lessee's  Share of Operating
Expense  increase and any other expenses  payable by Lessee  hereunder  shall be
deemed to be rent.

22.  Incorporation  of Prior  Agreement;  Amendments.  This Lease  contains  all
agreements of the parties with respect to any matter mentioned  herein. No prior
or  contemporaneous  agreement or  understanding  pertaining  to any such matter
shall be effective.  This Lease may be modified in writing  only,  signed by the
parties in interest at the time of the modification.  Except as otherwise stated
in this Lease,  Lessee hereby  acknowledges  that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility  regarding the Occupational Safety Health
Act, the legal use and  adaptability of the Premises and the compliance  thereof
with all  applicable  laws and  regulations  in effect  during  the term of this
Lease.

23. Notices.  Any notice required or permitted to be given hereunder shall be in
writing as provided in paragraph  13.1c may be given by personal  delivery or by
certified  or  registered  mail,  and  shall  be  deemed  sufficiently  given if
delivered  or  addressed  to Lessee or to Lessor at the  address  noted below or
adjacent to the signature of the respective  parties, as the case may be. Mailed
notices shall be deemed given upon actual  receipt at the address  required,  or
forty-eight  hours following  deposit in the mail,  postage  prepaid,  whichever
first  occurs.  Either  party may by notice  to the  other  specify a  different
address for notice purposes  except that upon Lessee's taking  possession of the
Premises,  the Premises shall constitute Lessee's address for notice purposes. A
copy of all notices  required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate by notice to Lessee.

24.  Waivers.  No waiver by Lessor  of any  provision  hereof  shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by Lessee of
the same or any other  provision.  Lessor's consent to , or approval of, any act
shall not be deemed to render  unnecessary the obtaining of Lessor's  consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding  breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  Lessor's  knowledge  of such  preceding  breach  at the  time of
acceptance of such rent.

25.  Recording.  Either  Lessor or Lessee  shall,  upon  request  of the  other,
execute,  acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26. Holding Over. If Lessee with Lessor's consent,  remains in possession of the
Premises or any part  thereof  after the  expiration  of the term  hereof,  such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease  pertaining  to the  obligations  of Lessee,  except that the rent payable
shall be one  hundred  fifty  percent  (150%)  of the rent  payable  immediately
preceding the termination  date of this Lease,  and all Options,  if any granted
under the terms of this Lease  shall be deemed  terminated  and be of no further
effect during said month to month tenancy.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall , wherever  possible,  be cumulative with all other remedies
at law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect;  Choice of Law. Subject to any provisions hereof restricting
assignment or  subletting by Lesseee and subject to the  provisions of paragraph
17, this Lease shall bind the parties, their personal representative, successors
and  assigns.  This Lease  shall be  governed by the laws of the State where the
Office  Building  Project is located and any  litigation  concerning  this Lease
between the parties  hereto shall be initiated in the county in which the Office
Building Project is located.

30.Subordination.

     (a) This Lease, and any Option or right of first refusal granted hereby, at
Lessor's  option,  shall be subordinate to any ground lease,  mortgage,  deed of
trust, or any other  hypothecation  or security now or hereafter placed upon the
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements and extensions,
thereof. Notwithstanding such subordination,  Lessee's right to quiet possession
of the  Premises  shall not be disturbed if Lessee is not in default and so long
as Lessee  shall pay the rent and observe and perform all of the  provisions  of
this Lease, unless this Lease is otherwise  terminated pursuant to its terms. If
any  mortgagee,  trustee or ground lessor shall elect to have this Lease and any
Options  granted  hereby  prior  to the lien of its  mortgage,  deed of trust or
ground lease,  and shall give written notice  thereof to Lessee,  this Lease and
such  Options  shall be deemed prior to such  mortgage,  deed of trust or ground
lease,  whether this Lease or such Options are dated prior or  subsequent to the
date of said  mortgage,  deed of trust or ground  lease or the date or recording
thereof.

     (b) Lessee  agrees to execute  any  documents  required  to  effectuate  an
attornment, a subordination,  or to make this Lease or any Option granted herein
prior to the lien of any mortgage,  deed of trust or ground  lease,  as the case
may be.  Lessee's  failure to execute such  documents  within ten (10)days after
written demand shall constitute a material  default by Lessee hereunder  without
further  notice to Lessee,  or at Lessor's  option,  Lessor  shall  execute such
documents on behalf of Lessee as Lessee's  attorney-in-fact.  Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name,  place and stead, to execute such documents in accordance with
this paragraph 30(b).

31.  Attorney's Fees.

     31.1 If either party or the broker(s)  named herein bring action to enforce
the terms hereof or declare rights  hereunder,  the prevailing party in any such
action, trial or appeal thereon,  shall be entitled to his reasonable attorneys'
fees to be paid by the  losing  party  as  fixed  by the  court in the same or a
separate  suit,  and  whether  or not such  action is  pursued  to  decision  or
judgment.  The  provisions of this  paragraph  shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

     31.2 The attorneys' fee award shall not be computed in accordance  with any
court fee schedule,  but shall be such as to fully  reimburse all attorneys fees
reasonably incurred in good faith.

     31.3 Lessor shall be entitled to reasonable  attorneys'  fees and all other
costs and expenses  incurred in the preparation and service of notice of default
and consultations in connection therewith, whether or not a legal transaction is
subsequently commenced in connection with such default.

32. Lessor's Access

     32.1 Lessor and Lessor's  agents shall have the right to enter the Premises
at  reasonable  times for the purpose of  inspecting  the same,  performing  any
services  required  of  Lessor,  showing  the  same to  prospective  purchasers,
lenders, or lessees,  taking such safety measures,  erecting such scaffolding or
other necessary structures,  making such alterations,  repairs,  improvements or
additions  to the  Premises  or to the  Office  Building  Project  as Lessor may
reasonably  deem necessary or desirable and the erecting,  using and maintaining
of  utilities,  services,  pipes and conduits  through the Premises and or other
premises as long as there is no material  adverse  effect to Lessee's use of the
Premises.  Lessor may at any time place on or about the Premises or the Building
any ordinary  "For Sale" signs and Lessor may at any time during the term hereof
place on or about the Premises any ordinary "For Lease" signs.

     32.2 All activities of Lessor  pursuant to this paragraph  shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 8 OF 10 PAGES
<PAGE>

     32.3  Lessor  shall have the right to retain  keys to the  Premises  and to
unlock all doors in or upon the Premises other than to files,  vaults and safes,
and  in  the  case  of  emergency  to  enter  the  Premises  by  any  reasonably
appropriate  means,  and any such  entry  shall  not be deemed a  forceable  or
unlawful  entry or detainer of the  Premises or an eviction.  Lessee  waives any
charges  for  damages or  injuries or  interference  with  Lessee's  property or
business in connection therewith.

33.  Auctions.  Lessee shall not  conduct,  nor permit to be  conducted,  either
voluntarily or involuntarily,  any auction upon the Premises or the Common Areas
without first having obtained  Lessor's prior written  consent.  Notwithstanding
anything  to the  contrary  in this  Lease,  Lessor  shall not be  obligated  to
exercise any standard of  reasonableness  in  determining  whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34.  Signs.  Lessee  shall not place any signs upon the  Premises  or the Office
Building Project without Lessor's prior written consent.  Under no circumstances
shall  Lessee  place a sign on any  roof of the  Office  Building  Project.  See
attached page, paragraph 34

35.  Merger.  The  voluntary or other  surrender  of this Lease by Lessee,  or a
mutual  cancellation  thereof,  or a  termination  by  Lessor,  shall not work a
merger,  and  shall,  at the  option of Lessor,  terminate  all or any  existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.  Consents.  Except for  paragraphs  33  (auctions)  and 34  (signs)  hereof,
wherever  in this Lease the  consent of one party is  required  to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37.  Guarantor.  In the event  that there is a  guarantor  of this  Lease,  said
guarantor shall have the same obligations as Lesseee under this Lease.

38.Quiet Possession.  Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants,  conditions and provisions on Lessee's part
to be observed and performed  hereunder,  Lessee shall have quiet  possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease.  The individuals  executing this Lease on behalf of Lessor  represent and
warrant  to  Lessee  that they are  fully  authorized  and  legally  capable  of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39. Options.

     39.1  Definition.  As used in this  paragraph  the  word  "Option"  has the
following meaning:(1) the right or option to extend the term of this Lease or to
renew  this  Lease or to  extend or renew any  lease  that  Lessee  has on other
property  of  Lessor;  (2) the  option  of right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal  to lease  other  space  within  the  Office  Building  Project or other
property of Lessor or the right of first  offer to lease other space  within the
Office Building Project or other property of Lessor;  (3) the right or option to
purchase  the  Premises or the Office  Building  Project,  or the right of first
refusal to purchase the Premises or the Office Building  Project or the right of
first offer to purchase  the  Premises or the Office  Building  Project,  or the
right or option to  purchase  other  property  of Lessor,  or the right of first
refusal to  purchase  other  property  of Lessor or the right of first  offer to
purchase other property of Lessor.

     39.2  Options  Personal.  Each  Option  granted  to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who does so without  the  intent of  thereafter
assigning this Lease or subletting the Premises or any portion thereof,  and may
not be exercised  or be assigned,  voluntarily  or  involuntarily,  by or to any
person or entity other than  Lessee;  provided,  however,  that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options,  if any,  herein  granted to Lessee are not assignable
separate and apart from this Lease,  nor may any Option be  separated  from this
Lease in any manner, either by reservation or otherwise.

     39.3 Multiple Options. In the event that Lessee has any multiple options to
extend or renew this Lease a later option  cannot be exercised  unless the prior
option to extend or renew this Lease has been so exercised.

     39.4 Effect of Default on Options.

     (a) Lessee shall have no right to exercise an Option,  notwithstanding  any
provision in the grant of Option to the contrary, (i) during the time commencing
from the date Lessor  gives to Lessee a notice of default  pursuant to paragraph
13.1(c) or 13.1(d) and continuing until the noncompliance alleged in said notice
of default is cured,  or (ii)  during the period of time  commencing  on the day
after a monetary obligation to Lessor is due from Lessee and unpaid (without any
necessity for notice thereof to Lessee) and  continuing  until the obligation is
paid,  or (iii) in the event  that  Lessor  has  given to  Lessee  three or more
notices of default under paragraph 13.1(c), or paragraph 13.1(d), whether or not
the defaults are cured,  during the 12 month period of time immediately prior to
the time that Lessee attempts to exercise the subject Option, (iv) if Lessee has
committed any non-curable  breach,  including without limitation those described
in paragraph 13.1(b) , or is otherwise in default of any of the terms, covenants
or conditions of this Lease.

     (b) The period of time within which an Option may be exercised shall not be
extended  or  enlarged by reason of  Lessees's  inability  to exercise an Option
because of the provisions of paragraph 39.4(a).

     (c) All rights of Lessee under the provisions of an Option shall  terminate
and be of no further  force or effect,  notwithstanding  Lessee's due and timely
exercise  of the Option,  if,  after such  exercise  and during the term of this
Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation of Lessee for a
period of thirty  (30) days after  such  obligation  becomes  due  (without  any
necessity of Lessor to give notice  thereof to Lessee),  or (ii) Lessee fails to
commence to cure a default  specified in paragraph  13.1(d)  within  thirty (30)
days after the date that Lessor gives  notice to Lessee of such  default  and/or
Lessee fails  thereafter to diligently  prosecute  said cure to  completion,  or
(iii) Lessor gives to Lessee  three or more notices of default  under  paragraph
13.1(c), or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if
Lessee has committed any non-curable breach,  including without limitation those
described  in  paragraph  13.1(b),  or is  otherwise  in  default  or any terms,
covenants and conditions of this Lease.

40. Security Measures-Lessor's Reservations.

     40.1  Lessee  hereby  acknowledges  that  Lessor  shall have no  obligation
whatsoever to provide guard service or other  security  measures for the benefit
of  the  Premises  or  the  Office   Building   Project.   Lessee   assumes  all
responsibility  for the protection of Lessee,  its agents,  and invitees and the
property  of Lessee  and of  Lessee's  agents  and  invitees  from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing  security  protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

     40.2 Lessor shall have the following rights:

     (a) To change the name,  address or title of the Office Building Project or
building  in which the  Premises  are  located  upon not less than 90 days prior
written notice;

     (b) To, at Lessee's expense, provide and install building standard graphics
on the door of the  Premises  and such  portions  of the Common  Areas as Lessor
shall reasonably deem appropriate;

     (c) To permit any lessee the  exclusive  right to conduct  any  business as
long as such exclusive does not conflict with any rights expressly given herein;

     (d) To place such signs,  notices or displays  as Lessor  reasonably  deems
necessary or advisable  upon the roof,  exterior of the  buildings or the Office
Building Project or on pole signs in the Common Areas;

     40.3 Lessee shall not:

     (a) Use a  representation  (photographic  or  otherwise) of the Building or
Office Building Project or their name(s) in connection with Lessee's business;

     (b) Suffer or permit anyone, except in emergency to go upon the roof of the
Building

41. Easements.

     41.1 Lessor reserves to itself the right,  from time to time, to grant such
easements,  rights and dedications that Lessor deems necessary or desirable, and
to cause  the  recordation  of  Parcel  Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned  documents  upon  request  of Lessor  and  failure to do so shall
constitute  a  material  default of this  Lease by Lessee  without  the need for
further notice to Lessee.

     41.2 The  obstruction  of Lessee's  view,  air,  or light by any  structure
erected in the  vicinity of the  Building,  whether by Lessor or third  parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42.  Performance  Under Protest.  If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary  payment,  and there shall survive the right on the part
of said party to institute suit for recovery of such sum if it shall be adjudged
that there was no legal  obligation on the part of said party to pay such sum or
any part  thereof,  said party shall be entitled to recover  such sum or so much
thereof  as it was not  legally  required  to pay under the  provisions  of this
Lease.

1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 9 OF 10 PAGES
<PAGE>


43. Authority. If Lessee is a corporation, trust general or limited partnership,
Lessee  and each  individual  executing  this  Lease on  behalf  of such  entity
represent  and warrant that such  individual  is duly  authorized to execute and
deliver this Lease on behalf of said entity.  If Lessee is a corporation , trust
or  partnership,  Lessee shall,  within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict.  Any conflict between the printed provisions,  Exhibits or Addenda
of this Lease and the typewritten provisions, if any, shall be controlled by the
typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor's agent and submission of same
to Lessee  shall not be deemed  an offer to Lessee to lease.  This  Lease  shall
become binding upon Lessor and Lessee only when fully executed by both parties.

46. Lender Modification.  Lessee agrees to make such reasonable modifications to
this  Lease  as  may  be  reasonably  required  by an  institutional  lender  in
connection  with the obtaining of normal  financing or refinancing of the Office
Building Project.

47.  Multiple  Parties.  If more  than one  person  or entity is named as either
Lessor  or  Lessee  herein,  except  as  otherwise  expressly  provided  herein,
obligations  of the  Lessor or  Lessee  herein  shall be the  joint and  several
responsibility  of all persons or entities named herein as such Lessor or Lessee
respectively.

SECTION DELETED

49. Attachments.  Attached hereto are the following documents which constitute a
part of this Lease:

        Exhibit A       Floor Plan
        Exhibit B       Rules and Regulations
        Exhibit C       The Premises
        Addendum        Use of Personal Property and Board Room

50.     Base Rent Adjustment
51.     Demising Wall                   (See attached page)
52.     Additional Space
53.     Additional Term


LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN AND, BY EXECUTION OF THIS LEASE SHOW THEIR INFORMED
AND VOLUNTARY  CONSENT  HERETO,  THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS  EXECUTED,  THE TERMS OF THIS  LEASE ARE  COMMERCIALLY  REASONABLE  AND
EFFECTUATE  THE INTENT AND  PURPOSE  OF LESSOR  AND LESSEE  WITH  RESPECT TO THE
PREMISES.

               IF THIS  LEASE  HAS  BEEN  FILLED  IN IT HAS  BEEN  PREPARED  FOR
          SUBMISSION  TO YOUR  ATTORNEY  FOR HIS APPROVAL NO  REPRESENTATION  OR
          RECOMMENDATION   IS  MADE  BY  THE  AMERICAN   INDUSTRIAL REAL  ESTATE
          ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS
          TO THE LEGAL  SUFFICIENCY,  LEGAL EFFECT,  OR TAX CONSEQUENCES OF THIS
          LEASE OR THE  TRANSACTION  RELATING  THERETO;  THE PARTIES  SHALL RELY
          SOLELY UPON THE ADVICE OF THEIR OWN LEGAL  COUNSEL AS TO THE LEGAL AND
          TAX CONSEQUENCES OF THIS LEASE.


                LESSOR                          LESSEE

Red Hill Enterprises                          Greenberg Farrow Architecture
By /s/ B. W. Williamson                       By /s/
Its CEO                                       Its Secretary

By /s/ R. R. Schmid
Its President

Executed at Tustin, California                Executed at Atlanta, Georgia 30319
On 14 September 1995                          On September 12, 1995
Address 15101 Red Hill Avenue                 Address 3927 Peachtree Road NE


1984 American Industrial Real Estate Association        FULL SERVICE-GROSS

                               PAGE 10 OF 10 PAGES

For these forms write or call the American  Industrial Real Estate  Association,
350 South  Figueroa  Street,  Suite 275, Los Angeles,  CA, 90071,  (213)687-8777
1984-By American  Industrial Real Estate  Association.  All rights reserved.  No
part of these words may be reproduced in any form without permission in writing.

<PAGE>




                             Standard Office Lease
                                   Floor Plan

DIAGRAM OF OFFICE

                                   Exhibit A            Initials:


<PAGE>

                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE

Dated:  August 12,  1995

By  and  Between  Red  Hill  Enterprises,   as  Lessor,   and  Greenberg  Farrow
Architecture Inc., as Lessee

                                 GENERAL RULES

     1. Lessee shall not suffer or permit the  obstruction  of any Common Areas,
including driveways, walkways and stairways.

     2. Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

     3.  Lessee  shall  not make or  permit  any  noise or odors  that  annoy or
interfere  with  other  lessees  or persons  having  business  within the Office
Building Project.

     4.  Lessee  shall not keep  animals or birds  within  the  Office  Building
Project, and shall not bring bicycles,  motorcycles or other vehicles into areas
not designated as authorized for same.

     5. Lessee shall not make,  suffer or permit  litter  except in  appropriate
receptacles for that purpose.

     6. Lessee  shall not alter any lock or install new or  additional  locks or
bolts.

     7. Lessee  shall be  responsible  for the  inappropriate  use of any toilet
rooms, plumbing or other utilities.  No foreign substances of any kind are to be
inserted therein.

     8. Lessee shall not deface the walls, partitions  or other  surfaces of the
premises or Office Building Project.

     9. Lessee shall not suffer or permit any thing in or around the Premises or
Building  that causes  excessive  vibration or floor  loading in any part of the
Office Building Project.

     10. Furniture, significant freight and equipment shall be moved into or out
of the building  only with the Lessor's  knowledge  and consent,  and subject to
such  reasonable  limitations,  techniques  and timing,  as may be designated by
Lessor.  Lessee  shall be  responsible  for any  damage to the  Office  Building
Project arising from any such activity.

     11. Lessee shall not employ any service or contractor  for services or work
to be performed in the Building, except as approved by Lessor.

     12. Lessor  reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays,  and on other days between the hours of 6 P.M. and 7
A.M. of the  following  day. If Lessee uses the  Premises  during such  periods,
Lessee shall be  responsible  for securely  locking any doors it may have opened
for entry.

     13.  Lessee  shall  return all keys at the  termination  of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.

     14. No window  coverings,  shades or awnings  shall be installed or used by
Lessee.

     15. No Lessee, employee or invitee shall go upon the roof of the Building.

     16. Lessee shall not suffer or permit smoking or carrying of lighted cigars
or  cigarettes  in the  Premises  or by  applicable  governmental  agencies as
non-smoking areas.

     17.  Lessee shall not use any method of heating or air  conditioning  other
than as provided by Lessor.

     18. Lessee shall not install, maintain or operate any vending machines upon
the Premises without Lessor's written consent.

     19. The Premises shall not be used for lodging or commercial manufacturing,
cooking or food preparation.

     20. Lessee shall comply with all safety,  fire  protection  and  evacuation
regulations established by Lessor or any applicable governmental agency.

     21.  Lessor  reserves  the  right  to  waive  any  one of  these  rules  or
regulations,  and/or as to any particular  Lessee, and any such waiver shall not
constitute  a  waiver  of  any  other  rule  or  regulation  or  any  subsequent
application thereof to such Lessee.

     22. Lessee assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

     23.  Lessor  reserves  the right to make such  other  reasonable  rules and
regulations  as it may from  time to time  deem  necessary  for the  appropriate
operation and safety of the Office  Building  Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations.


                                 PARKING RULES

     1. Parking  areas shall be used only for parking by vehicles no longer than
full size , passenger  automobiles  herein  called  "Permitted  Size  Vehicles".
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles".

     2.  Lessee  shall not permit or allow any  vehicles  that  belong to or are
controlled by Lessee or Lessee's employees,  suppliers,  shippers, customers, or
invitees to be loaded,  unloaded, or parked in areas other than those designated
by Lessor for such activities.

     3.  Parking  stickers or  identification  devices  shall be the property of
Lessor and be returned to Lessor by the holder  thereof upon  termination of the
holder's  parking  privileges.  Lessee  will pay such  replacement  charge as is
reasonably established by Lessor for the loss of such devices.

     4. Lessor  reserves the right to refuse the sale of monthly  identification
devices  to any  person or entity  that  willfully  refuses  to comply  with the
applicable rules, regulations, laws and/or agreements.

     5. Lessor  reserves the right to relocate  all or a part of parking  spaces
and to reasonably  allocate  them between  compact and standard size spaces , as
long as the same complies with  applicable  laws,  ordinances  and  regulations,
provided  that  Lessee  shall have the use of twelve (12)  subterranean  parking
spaces.

     6. Users of the  parking  area will obey all posted  signs and park only in
the areas designated for vehicle parking.

     7. Unless  otherwise  instructed,  every  person  using the parking area is
required to park and lock his own vehicle.  Lessor will not be  responsible  for
any damage to  vehicles,  injury to persons  or loss of  property,  all of which
risks are assumed by the party using the parking area.

     8. Validation,  if established,  will be permissible only by such method or
methods  as  Lessor  and/or  its  licensee  may  establish  at  rates  generally
applicable to visitor parking.

     9. The maintenance,  washing, waxing or cleaning of vehicles in the parking
structure of Common Areas is prohibited.

     10.  Lessee  shall be  responsible  for seeing  that all of its  employees,
agents and invitees comply with the applicable parking rules, regulations,  laws
and agreements.

     11. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

          12.  Such  parking use as is herein  provided is intended  merely as a
     license only and no bailment is intended or shall be created hereby.

1984 American Industrial Real Estate Association        FULL SERVICE-GROSS
                                   EXHIBIT B

                               PAGE 1 OF 1 PAGES
<PAGE>

                                   Exhibit C

                                  The Premises

Approximately  15,135  rentable  square feet of space on the second floor of the
office  building  located at 15101 Red Hill  Avenue,  City of Tustin,  County of
Orange, State of California.


<PAGE>


                                    Addendum

A.   Use of Personal Property. During the Lease term, Lessee shall have the
     right to use the following personal property free of charge: (i) the
     Lessor's Haworth modular furniture and partitions, and other furnishings
     currently located within the Premises; and (ii) to the extent the same can
     be utilized without in any way interfering with the Lessor's use thereof ,
     the existing telephone wiring. The Lessee shall have the right to relocate
     the existing partitions, providing it does so with qualified technicians.
     All costs of moving, repairing and maintaining said equipment shall be paid
     by the Lessee, who shall return all of said personal property to the Lessor
     in good condition and repair at the end of the term of this Lease,
     reasonable wear and tear excepted, with the modular furniture and
     partitions disassembled into its components and stacked on the Premises.
     Lessee shall bear and pay all costs of operating, maintaining or upgrading
     any portion of the existing telephone wiring which it may use, and of
     restoring the same upon termination of this Lease.

B.   Use of Board Room. The Lessee shall have the right to use the Board room on
     the first floor of said building on up to four days each month, providing
     the same is twenty four (24) hours in advance. Lessee shall be responsible
     for leaving the Board room in a clean and presentable condition, and shall
     not permit it to be used by persons other then those customarily occupying
     the Premises under this Lease.

<PAGE>


                                 Paragraph 11.3

11.3 Building Hours and Access to Building. The normal building hours are from
     7:00 a.m. to 6:00 p.m. Monday through Friday, and from 7:00 a.m. to 12:00
     p.m. on Saturday, legal holidays excepted. Lessee shall have access to the
     Premises at all times, day and night, three sixty five (365) days per year,
     but shall pay to Lessor an additional charge of $25.00 per hour for heating
     and air conditioning if Lessee requires such services on legal holidays or
     at times other than during normal building hours.


                                  Paragraph 34

34   Tenant shall have the right to place signage on the exterior glass of the
     lobby, on the stair wall within the lobby and at the top of the stairs in
     the lobby with the Lessor's approval, which shall not be unreasonably
     withheld.

<PAGE>

                            Paragraphs 50 through 53

50.      Base Rent Adjustment.  Lessor or Lessee may request that an independent
         measurement of the rentable  square footage be made in accordance  with
         BOMA standards:  and if such measurement  discloses the rentable square
         footage to be greater or less than 15,000  square  feet,  then the base
         rent shall be adjusted accordingly.  At such time as the amount of any
         change in rental required by this Lease 3.s known or determined, Lessor
         and Lessee shall  execute an amendment to this Lease setting forth such
         change.

51.      Demising Wall.  Lessor shall construct a demising wall. to separate the
         Premises  from the balance of the second  floor of the  Building.  Said
         demising  wall  shall  be  built  in  accordance  With   specifications
         reasonably agreed upon by the Lessor and the Lessee,  and when in place
         shall define the actual  limits of the  Premises.  Lessor shall use its
         best efforts to insure that  construction  is completed by September 1,
         1995:

52.      Additional  space.  In the event  that  Lessor  wishes to lease out any
         additional  space  within the second floor of the Building in which the
         Premises are located,  and Huitt-Zollars Inc., which now has a right of
         first refusal to lease any such space, declines to lease the same, then
         Lessor shall afford Lessee the first opportunity to lease such space.

53.      Additional  Term.  Upon the  termination of this Lease,  providing that
         Lessee  is not then in  default  under  any of the  provisions  of this
         Lease,  and provided  further that Lessor has not sold or contracted to
         sell the  Building  or leased  the  same-in  its  entirety  to a tenant
         willing to lease the  entire  Building,  then  Lessor  shall  offer the
         Lessee the first  opportunity to lease the Premises,  or so much of the
         Building  as  the  Lessor  is  not  otherwise  obligated  to  lease  to
         Huitt-Zollars  Inc., for an additional period of two years, at a rental
         equal to the:fair market rent for comparable  office space within a two
         mile radius of the Building, as reasonably determined by the Lessor.

<PAGE>

                            SECOND AMENDMENT TO LEASE

         THIS SECOND  AMENDMENT TO LEASE,  made and entered into this 4th day of

September, 1998, by and between Industrial Hill Holdings, LLC, the  successor in

interest to Red Hill Enterprises, as Lessor, and  Greenberg Farrow  Architecture

Inc., as Lessee,

                              W I T N E S S E T H:

         THAT  WHEREAS,  by a Standard  Office  Lease  dated  August  25,  1995,

Lessor's  predecessor  in  interest,  Red Hill  Enterprises,  leased  to  Lessee

approximately 15,135 square feet of the second floor of that certain office

building located at 15101 Red Hill Avenue, Tustin California;

         AND WHEREAS, by a Lease Amendment Agreement dated December 8, 1997, the

parties amended the terms of said Lease to increase the square footage covered

by said lease to include  approximately  21,476  square feet of the second floor

of said building;

         AND WHEREAS, the parties desire to further  modify  the terms  of  said

Lease to increase the square footage  covered by said Lease,  to adjust the Base

Rent, and to extend the term of said Lease, all as hereinafter provided;

         NOW THEREFORE, for and in  consideration of  the mutual  covenants  and

agreements herein contained, it is hereby agreed by and between the parties that

said Lease shall be amended as follows:

         1.       Premises. Paragraph 1.2 and Exhibits "A", "C", and "D" of said

Lease are amended to provide that  effective  September 15, 1998, the "Premises"

                                      -1-
<PAGE>


shall  consist of  approximately  23,907 square feet of the second floor of said

building, all as shown on Exhibit "E".

         2.       Term. Paragraph 1.5 of said Lease  is  amended to  provide the

term shall be extended for an additional five years, ending September 14, 2003.

         3. Base Rent.  Paragraph  1.6 of said Lease is amended to provide  that

effective September 15, 1998, the base Rent shall be One  dollar and fifty cents

($1.50) per square foot per month, or $35,860.50, based upon 23,907 square feet.

         4. Base Rent Increase. Paragraph 1.7 is added to said Lease, to read as
follows:

                  1.7.  Base  Rent   Increase.   On  September  15,  2001,   the

monthly-Base  Rent  payable  under  paragraph  1:6  shall  be  increased  to One

dollar-and sixty cents ($1.60) per square foot per month, or $38,251.20;  and on

September 15, 2002,  such monthly Base Rent shall be increased to one dollar and

sixty-five cents ($1.65) per square foot per month, or $39,446.55.

          5.  Additional  Space.  Paragraph  53 of said  Lease is  deleted,  and

paragraph 52,is amended to read as follows:

                  52.  Additional  space.  When any space  within  the  Building

currently  occupied by either  Huitt-Zollars  Inc. or Pulte Corporation  becomes

available for lease,  free of any  obligations to those tenants under the leases

presently in effect, then Lessor shall offer the Lessee the first opportunity to

lease such space.  (Those  leases  expire on January 31, 2001,  and November 30,

                                      -2-

<PAGE>


1999,  respectively:  but Lessor  cannot  represent  or warrant that the present

tenants will not hold over beyond those dates.)

          6. Broker's  Fees. No broker has been retained or used by either party

in connection  with the  negotiation of this Second  Amendment to Lease.  In the

event that any broker retained by the Lessee claims the right to any fees

with respect to this Second  Amendment to Lease,  then Lessee shall pay and hold

Lessor free and  harmless  from the  payment of any such fees;  and in the event

that any  broker  retained.  by the  Lessor  claims  the  right to any fees with

respect to this Second Amendment to Lease, then Lessor shall pay and hold Lessee

free and harmless from the payment of any such fees.

7.  Miscellaneous.  Except as otherwise set forth herein, all of the other terms

and conditions of said Lease and Lease Amendment Agreement,  copies of which are

attached hereto, shall remain in full force and effect,  and  shall remain fully

applicable to the Premises,  throughout the duration of the term. Said Lease, as

twice amended,  constitutes the entire agreement between the parties hereto, and

no further  modification  of said Lease shall be binding unless  evidenced by an

agreement in writing signed by Lessor and Lessee.

          IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Lease

     Amendment Agreement as of the date first hereinbefore written.


                                      -3-
<PAGE>



INDUSTRIAL HILL HOLDINGS, LLC               GREENBERG FARROW ARCHITECTURE INC.
a California limited                          a Georgia corporation
liability company

By                                            By
Title                                         Title

By                                            By
Title                                         Title
                           LESSOR                                      LESSEE

<PAGE>

                                      -4-


                             DIAGRAM OF LEASED AREA

                                   EXHIBIT E

<PAGE>


                            THIRD AMENDMENT TO LEASE

         THIS THIRD  AMENDMENT TO LEASE,  made and entered into this 31st day of

December,  1999, by and between Industrial Hill Holdings,  LLC, the successor in

interest to Red Hill Enterprises,  as Lessor, and Greenberg Farrow  Architecture

Inc., as Lessee,

                              W I T N E S S E T H:

         THAT  WHEREAS,  by a Standard  Office  Lease  dated  August  25,  1995,

Lessor's  predecessor  in  interest,  Red Hill  Enterprises,  leased  to  Lessee

approximately  15,135  square feet of the second  floor of that  certain  office

building located at 15101 Red Hill Avenue, Tustin California;

         AND WHEREAS, by a Lease Amendment Agreement dated December 8, 1997, and

a Second  Amendment to Lease dated  September 4, 1998,  the parties  amended the

terms of said  Lease to  increase  the square  footage  covered by said lease to

include  approximately  23,907 square feet of the second floor of said building,

to extend the term of said Lease to September 14, 2003, and to increase the Base

Rent payable under said Lease;

         AND WHEREAS, the parties  desire to  further  modify  the terms of said

Lease to add to the  Premises  covered by the Lease  approximately  7,110 square

feet of the first floor of said  building,  and to specify the Base Rent payable

for such additional space, all as hereinafter provided;

                                      -1-
<PAGE>


         NOW THEREFORE, for and in consideration of  the  mutual  covenants  and

agreements herein contained, it is hereby agreed by and between the parties that

said Lease shall be amended as follows:

         1.       Premises. Paragraph 1.2 and Exhibits "A", "'C" and "U" of said

Lease are amended to provide  that  effective  January 1, 2000,  the  "Premises"

shall  consist of  approximately  23,907 square feet of the second floor of said

building,  all as shown on Exhibit "E", and  approximately  7,110 square feet of

the first floor of said building, all as shown on Exhibit "F" .

         2.       Base Rent. Paragraph 1.6 of said Lease is  amended to  provide

that  effective  January  1,  2000,  the Base Rent shall be One dollar and fifty

cents  ($1.50)  per  square  foot per  month  for the  second  floor  space  (or

35,860.50,  based upon 23,907  square  feet),  plus one dollar and  seventy-five

cents  ($1.75)  per  square  foot  per  month  for the  first  floor  space  (or

$12,442.50, based upon 7,110 square feet), for a total of $48,303.00 per month.

         3.       Base Rent Increase. Paragraph 1.7 of said Lease is amended  to

provide  that on  September  15,  2001,  the  monthly  Base Rent  payable  under

paragraph  1.6 shall be  increased  to One dollar and sixty  cents  ($1.60)  per

square  foot  per  month  for  the  second  floor  space, plus  one  dollar  and

eighty-five  cents  ($1.85) per square foot per month for the first floor space,

for a total of  $51,404.70  per month;  and that on  September  15,  2002,  such

                                      -2-
<PAGE>

monthly Base Rent shall be increased to One dollar and sixty-five  cents ($1.65)

per square foot per month for the second floor space, plus One dollar and ninety

cents ($1.90) per square foot   per month for the first floor space, for a total

of $52,955.55 per month.

         4. Lessee's Share of Operating Expense Increase. Paragraph 1.10 of said

Lease is amended to provide that  effective  January 1, 2000, the Lessee's share

of any operating expense increase, as defined in Paragraph 4.2. shall be 61.350.

         5.  Broker's  Fees. No broker has been retained or used by either party

in connection  with the  negotiation  of this Third  Amendment to Lease.  In the

event that any broker  retained by the Lessee  claims the right to any fees with

respect to this Third Amendment to Lease,  then Lessee shall pay and hold Lessor

free and harmless  from the payment of any such fees;  and in the event that any

broker  retained by the Lessor claims the right to any fees with respect to this

Third  Amendment  to  Lease,  then  Lessor  shall pay and hold  Lessee  free and

harmless from the payment of any such fees.

         6.  Miscellaneous.  Except as otherwise  set forth  herein,  all of the

other terms and conditions of said Lease, Lease Amendment Agreement,  and Second

Amendment to Lease,  copies of which are attached  hereto,  shall remain in full

force and effect, and shall remain fully applicable to the Premises,  throughout

                                      -3-
<PAGE>

the  duration  of the term.  Said  Lease,  as  amended,  constitutes  the entire

agreement between the parties hereto, and no further  modification of said Lease

shall be binding  unless  evidenced by an agreement in writing  signed by Lessor

and Lessee.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Third

Amendment, to Lease as of the date first hereinbefore written.

INDUSTRIAL HILL HOLDINGS, LLC               GREENBERG FARROW ARCHITECTURE INC.
a California limited                         a Georgia corporation
liability company

By                                           By
Title                                        Title


By                                           By
Title                                        Title

        LESSOR                                          LESSEE


                                      -4-
<PAGE>


                            DIAGRAM OF LEASE PROPERTY

                                   EXHIBIT F



<PAGE>


                            FOURTH AMENDMENT TO LEASE

         THIS FOURTH AMENDMENT TO LEASE,  made and entered into this 19TH day of

April,  2001, by and between  Industrial  Hill  Holdings,  LLC, the successor in

interest to Red Hill Enterprises,  as Lessor, and Greenberg Farrow  Architecture

Inc., as Lessee,

                                   WITNESSETH:

         THAT  WHEREAS,  by a Standard  Office  Lease  dated  August  25,  1995,

Lessor's  predecessor  in  interest,  Red Hill  Enterprises,  leased  to  Lessee

approximately  15,135  square feet of the second  floor of that  certain  office

building located at 15'101 Red Hill Avenue, Tustin California;

         AND WHEREAS,  by lease amendments dated December 8, 1997,  September 4,

1998,  and  December 31,  1999,  the parties  amended the terms of said Lease to

increase  the square  footage  covered  by the Lease,  to extend the term of the

Lease, and to modify the Base Rent payable under the Lease;

         AND WHEREAS, the parties desire to further  modify  the  terms  of said

Lease to provide that the Premises shall include a total of approximately 40,887

square feet, to extend the term of the Lease  to June 30,  2006, and to increase

the Base Rent payable under the Lease, all as hereinafter provided;

         NOW THEREFORE, for and  in consideration  of the  mutual  covenants and

agreements herein contained, it is hereby agreed by and between the parties that

said Lease shall be amended as follows:

                                      -1-
<PAGE>

         1.       Premises. Paragraph 1.2 and Exhibits "N", "C", "D","E" and "F"

of said Lease are amended to provide that effective July 1, 2001, the "Premises"

shall  consist of a total of  approximately  40,887 square feet on the first and

second floors of said building, all as shown on Exhibit "G".

         2.       Term. Paragraph 1.5 of said Lease is  amended  to  extend  the

term to June 30, 2006.

         3.       Base Rent. Paragraph 1.6 of said Lease is  amended  to provide

that effective July 1, 2001, the Base Rent shall be One dollar and  seventy-five

cents ($1.75) per square foot per month for all of said space (or $71,552.25 per

month, based upon 40, 887 square feet.

         4.       Base Rent Increase. Paragraph 1.7 of said Lease is  amended to

provide that on July 1, 2002, and on July 1 of each year  thereafter  during the

Term of this Lease,  the monthly Base Rent payable under  paragraph 1.6 shall be

increased by an amount equal to four percent  (4(degree)fo)  of the Base Rent in

effect for the preceding month.

         5.       Lessee's  Share of Operating.  Expense   Increase.   Paragraph

1.10 of said  Lease is  amended  to provide  that  effective  July 1, 2001,  the

Lessee's share of any operating expense  increase,  as defined in Paragraph 4.2.

shall be 85.2%.

         6.       Base Year. Paragraph 4.2(b) of said Lease is amended to define

"Base Year" as the calendar year 2000.

         7.  Transition  Period.  It is understood  that  Huitt-Zollars  Inc. is

currently  occupying  the first floor of the Premises  described in Exhibit "G",

and that the Lessee is currently  occupying Suite 100, which will no longer be a

                                      -2-
<PAGE>

part of the Premises.  It is anticipated  that the space  currently  occupied by

Huitt-Zollars  Inc.  will be available  to the Lessee,  and that the Lessee will

vacate  Suite 100,  by July 1,  2001.  Should the space  currently  occupied  by

Huitt-Zollars  Inc. not be  available  to the Lessee by July 1, 2001,  then this

Fourth  Amendment  to Lease  shall  not  become  effective  until  such  time as

Huitt-Zollars  Inc.  has vacated all of that space;  and the Lessor shall notify

the Lessee in  writing  at least two weeks  prior to the date on which that will

occur.  If the  effective  date of this  Fourth  Amendment  to Lease is  delayed

pursuant to this  provision,  then the rent shall be  prorated  for the month in

which Huitt-Zollars Inc. actually vacates the Premises,  at the rates and on the

terms in effect before and after that effective date. If Lessor does not deliver

the first floor of the premises described in Exhibit "G" before October 1, 2001,

then this  Fourth  Amendment  shall be void  unless  extended in writing by both

parties.

         8.  Broker's  Fees. No broker has been retained or used by either party

in connection  with the  negotiation of this Fourth  Amendment to Lease.  In the

event that any broker  retained by the Lessee  claims the right to any fees with

respect to this Fourth Amendment to Lease, then Lessee shall pay and hold Lessor

free and harmless  from the payment of any such fees;  and in the event that any

broker  retained by the Lessor claims the right to any fees with respect to this

Fourth  Amendment  to Lease,  then  Lessor  shall pay and hold  Lessee  free and

harmless from the payment of any such fees.

         9.  Miscellaneous.  Except as otherwise  set forth  herein,  all of the

                                      -3-
<PAGE>

other terms and  conditions of said Lease,  Lease  Amendment  Agreement,  Second

Amendment to Lease,  and Third Amendment to Lease,  copies of which are attached

hereto, shall remain in full force and effect, and shall remain fully applicable

to the Premises,  throughout the duration of the term.  Said Lease,  as amended,

constitutes  the entire  agreement  between the parties  hereto,  and no further

modification of said Lease shall be binding unless  evidenced by an agreement in

writing signed by Lessor and Lessee.

         IN WITNESS WHEREOF,  the  parties  hereto  have  executed  this  Fourth

Amendment to Lease as of the date first hereinbefore written.

INDUSTRIAL HILL HOLDINGS, LLC               GREENBERG FARROW ARCHITECTURE INC.
a California limited liability              company a Georgia corporation
By                                          By
Title                                       Title


                                      -4-
<PAGE>






                           DIAGRAM OF LEASED FACILITY


                                    EXHIBIT G


<PAGE>



                            FIFTH AMENDMENT TO LEASE

         THIS FIFTH AMENDMENT TO LEASE, made and entered  into  this 18TH day of

June,  2001 by and  between  Industrial  Hill  Holdings,  LLC the  successor  in

interest to Red Hill Enterprises,  as Lessor, and Greenberg Farrow  Architecture

Inc,, as Lessee,

                                   WITNESSETH:

         THAT  WHEREAS,  by a  Standard  Office  Lease  dated  August 25,  1995,

Lessor's  predecessor  in  interest,  Red Hill  Enterprises,  leased  to  Lessee

approximately  15,135  square feet of the second  floor of that  certain  office

building located at 15101 Red Hill Avenue, Tustin California;

         AND WHEREAS, by lease amendments dated December 8, 1997,   September 4,

1998,  December 31, 1999, and April 19, 2001,  the parties  amended the terms of

said Lease to increase the square  footage  covered by the Lease,  to extend the

term of the Lease,  to modify  the Base Rent  payable  under the  Lease,  and to

provide for a transition  period with respect to space occupied by Huitt-Zollars

Inc.;

         AND WHEREAS, the  parties desire  to further  modify  the terms of said

Lease to increase the square footage covered.  by the Lease, to specify the Base

Rent payable for such additional  space,  and to extend said transition  period,

all as hereinafter provided;

         NOW THEREFORE, for and in consideration  of the  mutual  covenants  and

agreements herein contained, it is hereby agreed by and between the parties that

said Lease shall be amended as follows:

                                      -1-
<PAGE>


         1.       Premises. Paragraph 1.2 and Exhibits "A", "C", "D","E" and "F"

of said Lease are amended to provide that  effective May 1, 2001, and continuing

until such time as all of the space  described in the Fourth  Amendment to Lease

is available  to the Lessee,  the  "Premises"  shall be increased to include the

3191 square feet of additional space shown on Exhibit "H".

         2.       Base Rent. Paragraph 1.6 of said Lease is  amended to  provide

that effective June 1 2000 , and continuing  until such time as all of the space

described in the Fourth Amendment to Lease is available to the Lessee;  the Base

Rent shall be increased by $5,584.25 per month (or $1.75 per square foot for all

of said 3191 Square feet of additional space).

         3. Transition  Period.  The final sentence of paragraph 7 of the Fourth

Amendment  to Lease is  amended to read "If Lessor  does not  deliver  the first

floor of the  premises  described in Exhibit "G" before  December 1, 2001,  then

this Fourth Amendment shall be void unless extended in writing by both parties."

         4.  Broker's  Fees. No broker has been retained or used by either party

in connection  with the  negotiation  of this) Fifth  Amendment to Lease. In the

event that any broker  retained by the Lessee  claims the right to any fees with

respect to this Fifth Amendment to Lease,  then Lessee shall pay and hold Lessor

free and harmless  from the payment of any such fees;  and in the event that any

broker  retained by the Lessor claims the right to any fees with respect to this

Fifth  Amendment  to  Lease,  then  Lessor  shall pay and hold  Lessee  free and

harmless from the payment of any such fees.

         5.  Miscellaneous.  Except as otherwise  set forth  herein,  all of the


                                      -2-
<PAGE>

other terms and  conditions of said Lease,  Lease  Amendment  Agreement,  Second

Amendment to Lease,  Third  Amendment to Lease,  and Fourth  Amendment to Lease,

copies of which are attached hereto,  shall remain in full force and effect, and

shall remain fully  applicable to the Premises,  throughout  the duration of the

term.  Said Lease,  as amended,  constitutes  the entire  agreement  between the

parties hereto, and no further modification of saidLease shall be binding unless

evidenced by an agreement in writing signed by Lessor and Lessee.

         IN WITNESS WHEREOF,  the  parties  hereto  have  executed  this  Fourth

Amendment to Lease as of the date first hereinbefore written.

INDUSTRIAL HILL HOLDINGS, LLC                GREENBERG FARROW ARCHITECTURE INC.
a California limited liability company       a Georgia corporation
By                                           By
Title                                        Title

By                                            By
Title                                         Title
                  LESSOR                                      LESSEE

                                      -3-
<PAGE>





                               DIAGRAM OF FACILITY





                                    EXHIBIT H





<PAGE>

                            SIXTH AMENDMENT TO LEASE

     THIS SIXTH AMENDMENT TO LEASE, made and entered into this 28th day of

February, 2003 by and between Industrial Hill Holdings, LLC, the successor in

interest to Red Hill Enterprises, as Lessor, and Greenberg Farrow Architecture

Inc., as Lessee.


                                   WITNESSETH:

     THAT WHEREAS, by a Standard Office Lease dated August 25, 1995 Lessor's

predecessor in interest, Red Hill Enterprises, leased to Lessee space in that

certain office building located at 15101 Red Hill Avenue, Tustin California;

     AND WHEREAS, by lease amendments dated December 8, 1997, September 4,

1998, December 31, 1999, April 19, 2001, and June 18, 2001, the parties amended

the terms of said Lease to increase the square footage covered by the Lease, to

extend the term of the Lease, and to modify the Base Rent payable under the

Lease;

     AND WHEREAS, the parties desire to further modify the terms of said Lease

to modify the Base rent payable for the total space now covered by said Lease

all as hereinafter provided;

     NOW THEREFORE, for and in consideration of the mutual covenants and

agreements herein contained, it is hereby agreed by and between the parties that

said Lease shall be amended as follows:

                                      -1-
<PAGE>

     1. Base Rent Paragraph 1.6 of said Lease is amended to provide that

effective March 1, 2003, and continuing until such time as any portion of the

first floor space covered by this Lease is occupied by the Lessee or any

subtenant of the Lessee, the Base rent shall be $75,000.00 per month.

     2. Miscellaneous. Except as otherwise set forth herein, all of the other

terms and conditions of said Lease, as amended, shall remain in full force and

effect, and shall remain fully applicable to the Premises, throughout the

duration of the term. Said Lease, as amended, constitutes the entire agreement

between the parties hereto, and no further modification of said Lease shall be

binding unless evidenced by an agreement in writing signed by Lessor and Lessee.

     IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment

to Lease as of the date first hereinbefore written.



INDUSTRIAL HILL HOLDINGS, LLC           GREENBERG FARROW ARCHITECTURE INC.
a California limited liability company  a Georgia corporation

By                                      By
Title                                   Title

By                                      By
Title                                   Title
        LESSOR                                  LESSEE

                                      -2-

<PAGE>


                            LEASE AMENDMENT AGREEMENT

         THIS LEASE  AMENDMENT  AGREEMENT,  made  and entered  into  this day of

December,  1997, by and between Industrial Hill Holdings,  LLC, the successor in

interest to Red Hill Enterprises,  as Lessor, and Greenberg Farrow  Architecture

Inc., as Lessee,

                              W I T N E S S E T H:

         THAT  WHEREAS,  by a Standard  Office  Lease  dated  August  25,  1995,

Lessor's  predecessor  in  interest,  Red Hill  Enterprises,  leased  to  Lessee

approximately  15,135  square feet of the second  floor of that  certain  office

building located at 15101 Red Hill Avenue, Tustin California;

         AND WHEREAS, the parties desire to modify the terms of  said  Lease  to

increase  the square  footage  covered  by said  lease to include  approximately

21,476  square feet of the second  floor of said  building,  as shown on Exhibit

"D";

         NOW THEREFORE, for and in consideration of  the  mutual  covenants  and

agreements herein contained, it is hereby agreed by and between the parties that

said lease shall be amended as follows:

         1.  Premises.  Paragraph 1.2 and Exhibit 'C" of said Lease are amended
to provide that effective

December 8, 1997, the "Premises"  shall consist of  approximately  21,476 square

feet of the second floor, all as shown on Exhibit "D".

         2.       Base Rent. Paragraph 1.6 of said Lease is amended  to  provide

that effective  December 8, 1997, the Base Rent shall be $22,549.80,  based upon

21,476 square feet.


<PAGE>

         3.       Rent Increase. Paragraph 4.3 is added to said  Lease,  to read

as  follows:  In the event that the  Lessee  sublets  all or any  portion of the

Premises to any other party,  at a rate which  exceeds the monthly Base Rent per

square  foot then in effect  under this  Lease,  then as to that  portion of the

Premises  subject to such sublease the Base Rent shall be increased by an amount

equal to fifty  percent (50%) of the  difference  between the rate called for in

the sublease and the rate otherwise provided for in this Lease.

         4.       Demising  Wall.  Paragraph  51  of  said  lease is  amended to

provide that the Lessor shall not be required to  construct  any demising  walls

other  than the one  constructed  in 1995,  and that the  Lessee  shall hold the

Lessor free and harmless from and pay the cost of  constructing  any  additional

wall or walls desired by or useful to the Lessee.

         5. Use of Personal Property.  Paragraph A of the Addendum to said Lease

is amended to provide  that the right of the Lessee to use the  Haworth  modular

furniture and partitions is personal to the Lessee,  and that such furniture and

partitions may be used only on the second floor of the Premises-and  only by the

Lessee. This exclusive right is not transferable' or assignable.

         6.  Broker's  Fees. No broker has been retained or used by either party

in connection  with the negotiation of this Lease  Amendment  Agreement.  In the

event that any broker  retained by the Lessee claims the right to any fees with.

respect to this  Lease, Amendment  Agreement,  then  Lessee  shall pay and hold.

Lessor free and harmless from the payment of any such fees; and in the event

that

<PAGE>

any broker  retained by the Lessor  claims the right to any fees with respect to

this Lease Amendment  Agreement,  then Lessor shall pay and hold Lessee free and

harmless from the payment of any such fees.

         7.  Miscellaneous.  Except as otherwise  set forth  herein,  all of the

other terms and  conditions of said Lease,  a copy of which is attached  hereto,

shall remain in full force and effect,  and shall remain fully applicable to the

Premises,  throughout  the  duration  of the term.  Said  Lease,  as so amended,

constitutes  the entire  agreement  between the parties  hereto,  and no further

modification of said Lease shall be binding unless  evidenced by an agreement in

writing signed by Lessor and Lessee.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Lease

Amendment Agreement as of the date first hereinabove written.

INDUSTRIAL HILL HOLDINGS, LLC               GREENBERG FARROW ARCHITECTURE INC.
a California limited                        a Georgia corporation
liability company

By                                          By

               LESSOR                                 LESSEE

<PAGE>




                           DIAGRAM OF LEASED FACILITY






                                    EXHIBIT D


<PAGE>