STANDARD FORM OFFICE LEASE



                                     BETWEEN

                           CSDV, LIMITED PARTNERSHIP,

                         A DELAWARE LIMITED PARTNERSHIP,


                                  THE LANDLORD,

                                       AND

                              ASTOR CAPITAL, INC.,

                            A CALIFORNIA CORPORATION

                                   THE TENANT


                            DATED: SEPTEMBER __, 2003


                              FOR PREMISES LOCATED

                           AT 9595 WILSHIRE BOULEVARD,

                            BEVERLY HILLS, CALIFORNIA



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                                TABLE OF CONTENTS


1.      DEFINED TERMS..........................................................1

2.      PREMISES DEMISED.......................................................3

3.      TERM; OPTION TO EXTEND.................................................3

4.      SECURITY DEPOSIT; LETTER OF CREDIT.....................................6

5.      RENT...................................................................7

6.      INITIAL CONSTRUCTION..................................................14

7.      REPAIRS & ALTERATIONS.................................................14

8.      FIRE OR CASUALTY DAMAGE...............................................16

9.      INSURANCE.............................................................19

10.     WAIVER AND INDEMNIFICATION............................................21

11.     USE OF PREMISES.......................................................21

12.     SIGNS.................................................................22

13.     ASSIGNMENT AND SUBLETTING.............................................22

14.     EMINENT DOMAIN........................................................24

15.     WAIVER AND SEVERABILITY...............................................24

16.     USE OF COMMON FACILITIES..............................................25

17.     SERVICES..............................................................25

18.     ENTRY OF LANDLORD.....................................................26

19.     INTENTIONALLY OMITTED.................................................27

20.     SUBORDINATION AND ATTORNMENT..........................................27

21.     ESTOPPEL CERTIFICATES.................................................27

22.     BUILDING RULES AND REGULATIONS........................................27

23.     NOTICES...............................................................28

24.     EVENTS OF DEFAULT.....................................................28

25.     LANDLORD'S REMEDIES...................................................29

26.     RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT............................30

27.     COMPLIANCE WITH LAW...................................................30

28.     BENEFIT...............................................................31

29.     PROHIBITION AGAINST RECORDING.........................................31

30.     TRANSFER OF LANDLORD'S INTEREST.......................................31

31.     FORCE MAJEURE.........................................................31

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32.     LANDLORD EXCULPATION..................................................31

33.     BUILDING RENOVATIONS..................................................32

34.     ATTORNEYS' FEES.......................................................33

35.     SURRENDER OF THE PREMISES.............................................33

36.     HOLDING OVER..........................................................33

37.     JOINT AND SEVERAL.....................................................34

38.     GOVERNING LAW.........................................................34

39.     SUBMISSION OF LEASE...................................................34

40.     BROKERS...............................................................34

41.     HAZARDOUS MATERIALS...................................................34

42.     LANDLORD'S RESERVATIONS...............................................35

43.     PARKING...............................................................35

44.     INTENTIONALLY OMITTED.................................................35

45.     CONFIDENTIALITY.......................................................35

46.     INTERPRETATION OF LEASE...............................................36

47.     ACKNOWLEDGMENT. REPRESENTATION AND WARRANTY REGARDING
               PROHIBITED TRANSACTIONS........................................36



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EXHIBIT AND ATTACHMENTS



EXHIBIT A      Outline of Premises

EXHIBIT B      Tenant Work Letter

EXHIBIT C      Notice of Lease Term Dates

EXHIBIT D      Rules and Regulations

EXHIBIT E      Form of Letter of Credit




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                           STANDARD FORM OFFICE LEASE

     This Standard Form Office Lease (this "Lease") is made as of
September___2003 (the "Lease Date"), by CSDV, LIMITED PARTNERSHIP, a Delaware
limited partnership ("Landlord"), and ASTOR CAPITAL, INC., a California
corporation ("Tenant").

     Landlord and Tenant, intending to be legally bound, and in consideration of
their mutual covenants and all conditions of this Lease, covenant and agree as
follows.

                             BASIC LEASE PROVISIONS

1.   DEFINED TERMS

     In this Lease the following terms have the meanings set forth below.

     1.1  PREMISES. Approximately 3,245 rentable (2,798 usable) square feet,
          known as Suite 700 and located on the seventh (7th) floor of the
          Building, as outlined on Exhibit A attached to and a part of this
          Lease.

     1.2  BUILDING. The building containing approximately 159,441 rentable
          square feet, and all future alterations, additions, improvements,
          restorations or replacements, with an address of 9595 Wilshire
          Boulevard, Beverly Hills, California.

     1.3  TERM. Five (5) years.

     1.4  COMMENCEMENT DATE. December 1, 2003, subject to adjustment as set in
          Article 3.

     1.5  EXPIRATION DATE. November 30, 2008, subject to adjustment as set
          forth.


     1.6  BASE RENT.

                          MONTHS OF               MONTHLY
                          LEASE TERM              INSTALLMENT
                                                  OF BASE RENT

                          1-12                    $9,086.00

                          13-24                   $9,358.58

                          25-36                   $9,639.34

                          36-48                   $9,928.52

                          48-60                   $10,226.37

     1.7  SECURITY DEPOSIT. $10,226.37.


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     1.8  BASE YEAR. The Base Year for calculation of Operating Costs shall be
          calendar year 2004.

     1.9  TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS. 2.04% of the
          Operating Costs as defined in Article 5 allocable to the Building,
          based upon the rentable square feet of the Premises, compared to the
          total rentable square feet of the Building.

     1.10 PERMITTED USE. General office use, consistent with a first class
          office building.


     1.11 TENANT'S TRADE NAME. N/A.

     1.12 BROKER(S). Landlord's: CB Richard Ellis. Tenant's: First
          Property Realty Corporation.

     1.13 LETTER OF CREDIT. $100,000.00, subject to Paragraph 4.2 below.


     1.14 HOURS OF SERVICE (SECTION 17.1). The hours of service for the Building
          shall be between 8:00 a.m. and 6:00 p.m., Monday through Friday, and
          between 9:00 a.m. and 1:00 p.m. on Saturday.

     1.15 LANDLORD'S ADDRESS. CB Richard Ellis Investors LLC
                              865 South Figueroa Street
                              Suite 3400
                              Los Angeles, California 90017-2543
                              Attention: Portfolio Manager

     1.16 TENANT'S ADDRESS.

        BEFORE OCCUPANCY:                     AFTER OCCUPANCY:

        Astor Capital, Inc.                   Astor Capital, Inc.
        9300 Wilshire Boulevard               9595 Wilshire Boulevard
        Suite 308                             Suite 700
        Beverly Hills, California 90212       Beverly Hills, California 90212
        Attention: Mr. Jacques Tizabi         Attention: Jacques Tizabi

     1.17 PARKING. Seven (7) unreserved spaces, and one (1) tandem space
          (comprised of 2 unreserved spaces) which tandem space shall be located
          on level P-l of the Building parking facility.



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     1.18 AMOUNT DUE ON EXECUTION OF LEASE. Upon Tenant's execution of this
          Lease, Tenant shall pay the following amount to Landlord:

        Monthly Rent:                                            $9,086.00
        (For the First Month of the Term)
        Security Deposit:                                        $10,226.37
        TOTAL DUE ON EXECUTION OF LEASE                          $19,312.37


2.   PREMISES DEMISED

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
     premises described in Section 1.1 ("Premises") on the terms and conditions
     set forth in this Lease (including all exhibits and attachments hereto,
     which are incorporated herein by reference). Tenant's obligations under
     this Lease shall commence as of the Lease Date, except as otherwise
     expressly provided in this Lease. As used in this Lease, the term "Project"
     includes the Building, adjoining parking areas and garages, if any, and the
     surrounding land and air space which are the site and grounds for the
     Building and parking areas and garages.

3.   TERM; OPTION TO EXTEND

     3.1  INITIAL TERM. The Term, Commencement Date and Expiration Date shall be
          as specified in Sections 1.3, 1.4, and 1.5, respectively. However, the
          Commencement Date shall be adjusted if necessary, and documented in
          the form of Exhibit C attached hereto, to the earlier of: (a) the date
          the "Tenant Improvements" are "Substantially Complete" as those terms
          are defined in the Tenant Work Letter, attached hereto as Exhibit B;
          or (b) the date Tenant takes possession of the Premises, and the
          Expiration Date shall be adjusted accordingly. For purposes of this
          Lease, the term "Lease Year" shall mean each consecutive twelve (12)
          month period during the Term, commencing on the Commencement Date. The
          terms and provisions of this Lease shall be effective as of the Lease
          Date.

     3.2  OPTION TERM.

         3.2.1 OPTION RIGHT. Landlord hereby grants the Tenant named in the
               Summary (the "Original Tenant") one (1) option to extend the
               Lease Term for a period of five (5) years (the "Option Term"),
               which option shall be exercisable only by written notice
               delivered by Tenant to Landlord as provided below, provided that,
               as of the date of delivery of such notice, Tenant is not in
               default under this Lease and Tenant has not previously been in
               default under this Lease beyond the applicable cure period
               provided in this Lease more than once in the preceding twelve
               (12) months. Upon the proper exercise of such option to extend,
               and provided that, as of the end of the initial Term, Tenant is
               not in default under this Lease and Tenant has not previously
               been in default under this Lease beyond the applicable cure
               period provided in this Lease more than once in the preceding
               twelve (12) months, the Term, as it applies to the Premises,
               shall be extended for a period of five (5) years. The rights
               contained in this Section 3.2 shall be personal to the Original
               Tenant and may only be exercised by the Original Tenant (and


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               not any assignee, sublessee or other transferee of Tenant's
               interest in this Lease) if the Original Tenant occupies at least
               seventy-five percent (75%) of the Premises.

         3.2.2 OPTION RENT. The rent payable by Tenant during the Option Term
               (the "Option Rent") shall be equal to the rent (including
               additional rent and considering any "base year" or "expense stop"
               applicable thereto), including all escalations, at which, as of
               the commencement of the Option Term, tenants are leasing
               non-sublease, non-renewal, non-encumbered, non-equity space
               comparable in size, location and quality to the Premises, for a
               term of five (5) years, which comparable space is located in
               other comparable first class office buildings in Beverly Hills,
               California ("Comparable Buildings"), taking into consideration
               the following concessions (the "Renewal Concessions"): (a) rental
               abatement concessions, if any, being granted such tenants in
               connection with such comparable space; (b) tenant improvements or
               allowances provided or to be provided for such comparable space,
               taking into account, and deducting the value of, the existing
               improvements in the Premises, such value to be based upon the
               age, quality and layout of the improvements and the extent to
               which the same can be utilized by Tenant based upon the fact that
               the precise tenant improvements existing in the Premises are
               specifically suitable to Tenant; and (c) other reasonable
               monetary concessions being granted such tenants in connection
               with such comparable space; provided, however, that in
               calculating the Option Rent, no consideration shall be given to
               (i) the fact that Landlord is or is not required to pay a real
               estate brokerage commission in connection with Tenant's exercise
               of its right to lease the Premises during the Option Term or the
               fact that landlords are or are not paying real estate brokerage
               commissions in connection with such comparable space, and (ii)
               any period of rental abatement, if any, granted to tenants in
               comparable transactions for the design, permitting and
               construction of tenant improvements in such comparable spaces. If
               Renewal Concessions are g, anted to Tenant, Landlord may, at
               Landlord's sole option, elect any or a portion of the following:
               (A) to grant some or all of the Renewal Concessions to Tenant in
               the form as described above (i.e., as free rent or as an
               improvement allowance), and (B) to adjust the rental rate
               component of the Option Rent to be an effective rental rate which
               takes into consideration the total dollar value of such Renewal
               Concessions (in which case the Renewal Concessions evidenced in
               the effective rental rate shall not be granted to Tenant).

         3.2.3 EXERCISE OF OPTION. The option contained in this Section 3.2
               shall be exercised by Tenant, if at all, only in the following
               manner: (i) Tenant shall deliver written notice to Landlord not
               more than not less than twelve (12) months prior to the
               expiration of the Term, stating that Tenant is interested in
               exercising its option; (ii) Landlord, after receipt of Tenant's
               notice, shall deliver notice (the "Option Rent Notice") to Tenant
               not less than ten (10) months prior to the expiration of the
               Term, setting forth Landlord's proposed Option Rent; and (iii) if
               Tenant wishes to exercise such option, Tenant shall, on or before
               the earlier of (A) the date occurring nine (9) months prior to
               the expiration of the Term, and (B) the date occurring thirty
               (30) days after Tenant's receipt of the Option Rent Notice,
               exercise the option by delivering written notice thereof to
               Landlord, and upon, and concurrent with, such exercise, Tenant
               may, at its option, object to the Option Rent contained in the
               Option Rent Notice, in which case the parties shall follow the
               procedure, and the Option Rent shall be determined, as set forth
               in Section 3.2.4 below. If Tenant timely and properly exercises
               its Option to Extend, the Lease Term shall be extended for the
               Option Term upon all of the terms and conditions set forth in
               this Lease, except as modified with respect to the components
               addressed in the determination of the Option Rent, or otherwise
               upon the mutual agreement of Landlord and Tenant.


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         3.2.4 DETERMINATION OF OPTION RENT. In the event Tenant timely and
               appropriately objects to the Option Rent, Landlord and Tenant
               shall attempt to agree upon the Option Rent, using their best
               good-faith efforts. If Landlord and Tenant fail to reach
               agreement within ten (10) business days following Tenant's
               objection to the Option Rent (the "Outside Agreement Date"), then
               each party shall make a separate determination of the Option
               Rent, within five (5) business days after the applicable Outside
               Agreement Date, and such determinations shall be submitted to
               arbitration in accordance with Sections 3.2.4.1 through 3.2.4.7
               below.

               3.2.4.1 Landlord and Tenant shall each appoint one arbitrator who
                    shall be a real estate broker who shall have been active
                    over the five (5) year period ending on the date of such
                    appointment in the leasing of commercial high-rise
                    properties in the Westwood/Brentwood area of Los Angles,
                    California. The determination of the arbitrators shall be
                    limited solely to the issue of whether Landlord's or
                    Tenant's submitted Option Rent, is the closest to the actual
                    Option Rent, as determined by the arbitrators, taking into
                    account the requirements of Section 3.2.2 of this Lease, as
                    applicable. Each such arbitrator shall be appointed within
                    fifteen (15) days after the applicable Outside Agreement
                    Date.

               3.2.4.2 The two (2) arbitrators so appointed shall within ten
                    (10) days of the date of the appointment of the last
                    appointed arbitrator agree upon and appoint a third
                    arbitrator who shall be qualified under the same criteria
                    set forth hereinabove for qualification of the initial two
                    (2) arbitrators and who shall not have represented either
                    Landlord or Tenant during the preceding three (3) years.

               3.2.4.3 The three (3) arbitrators shall within thirty (30) days
                    of the appointment of the third arbitrator reach a decision
                    as to whether the parties shall use Landlord's or Tenant's
                    submitted Option Rent, and shall notify Landlord and Tenant
                    thereof.

               3.2.4.4 The decision of the majority of the three (3) arbitrators
                    shall be binding upon Landlord and Tenant.

               3.2.4.5 If either Landlord or Tenant fails to appoint an
                    arbitrator within fifteen (15) days after the applicable
                    Outside Agreement Date, then the arbitrator appointed by one
                    of them shall reach a decision, notify Landlord and Tenant
                    thereof, and such arbitrator's decision shall be binding
                    upon Landlord and Tenant.

               3.2.4.6 If the two (2) arbitrators fail to agree upon and appoint
                    a third arbitrator, or if both parties fail to appoint an
                    arbitrator, then the appointment of the third arbitrator or
                    any arbitrator shall be dismissed and the matter to be
                    decided shall be forthwith submitted to arbitration under
                    the provisions of the American Arbitration Association, but
                    subject to the instruction set forth in this Section 3.2.4.

          3.2.5 The cost of the arbitration shall be paid by Landlord and Tenant
               equally.


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4.   SECURITY DEPOSIT; LETTER OF CREDIT

     4.1  SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
          Tenant shall deposit with Landlord in the amount set forth in Section
          1.7, a security deposit for the performance of all of Tenant's
          obligations under this Lease. Upon expiration of the Term, Landlord
          shall (provided that Tenant is not then in default under this Lease)
          return the security deposit to Tenant, less such portion as Landlord
          shall have appropriated to make good any default by Tenant. Landlord
          shall have the right, but not the obligation, to apply all or any
          portion of the security deposit to cure any Tenant default at any
          time, in which event Tenant shall be obligated to restore the security
          deposit to its original amount within ten (10) business days, and
          Tenant's failure to do so shall be deemed to be a material default of
          this Lease. Tenant hereby waives the provisions of Section 1950.7 of
          the California Civil Code, and all other provisions of law, now or
          hereafter in force, which provide that Landlord may claim from a
          security deposit only those sums reasonably necessary to remedy
          defaults in the payment of rent, to repair damage caused by Tenant or
          to clean the Premises, it being agreed that Landlord may, in addition,
          claim those sums reasonably necessary to compensate Landlord for any
          other loss or damage, foreseeable or unforeseeable, caused by the act
          or omission of Tenant or any officer, employee, agent or invitee of
          Tenant.

     4.2  LETTER OF CREDIT. Tenant shall deliver to Landlord concurrently with
          Tenant's execution of this Lease, an unconditional, clean, irrevocable
          letter of credit (the "L-C") in the initial amount (the "Initial L-C
          Amount") of One Hundred Thousand and No/100 Dollars ($100,000.00),
          which L-C shall be issued by a money-center bank (a bank which accepts
          deposits, maintains accounts, has a local Los Angeles office which
          will negotiate a letter of credit, and whose deposits are insured by
          the FDIC) reasonably acceptable to Landlord, and which L-C shall be in
          form and content as set forth in Exhibit E attached hereto. Tenant
          shall pay all expenses, points and/or fees incurred by Tenant in
          obtaining the L-C.

          4.2.1 APPLICATION OF THE L-C. The L-C shall be held by Landlord as
               security for the faithful performance by Tenant of all the terms,
               covenants, and conditions of this Lease to be kept and performed
               by Tenant during the Lease Term. The L-C shall not be mortgaged,
               assigned or encumbered in any manner whatsoever by Tenant without
               the prior written consent of Landlord. If Tenant defaults with
               respect to any provisions of this Lease, including, but not
               limited to, the provisions relating to the payment of Rent, or if
               Tenant fails to renew the L-C at least thirty (30) days before
               its expiration, Landlord may, but shall not be required to, draw
               upon all or any portion of the L-C for payment of any Rent or any
               other sum in default, or for the payment of any amount that
               Landlord may reasonably spend or may become obligated to spend by
               reason of Tenant's default, or to compensate Landlord for any
               other loss or damage that Landlord may suffer by reason of
               Tenant's default, provided that Landlord shall first apply the
               Security Deposit for such purposes prior to drawing on the L-C
               for such purposes. The use, application or retention of the L-C,
               or any portion thereof, by Landlord shall not (a) prevent
               Landlord from exercising any other right or remedy provided by
               this Lease or by law, it being intended that Landlord shall not
               first be required to proceed against the L-C, nor (b) operate as
               a limitation on any recovery to which Landlord may otherwise be
               entitled. Any amount of the L-C which is drawn upon by Landlord,
               but is not used or applied by Landlord, shall be held by Landlord
               and deemed a security deposit (the "L-C Security Deposit"). If
               any portion of the L-C is drawn upon, Tenant shall, within five
               (5) days after written demand therefore either (i) deposit


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               cash with Landlord (which cash shall be applied by Landlord to
               the L-C Security Deposit) in an amount sufficient to cause the
               sum of the L-C Security Deposit and the amount of the remaining
               L-C to be equivalent to the amount of the L-C then required under
               this Lease or (ii) reinstate the L-C to the amount then required
               under this Lease, and if any portion of the L-C Security Deposit
               is used or applied, Tenant shall, within five (5) days after
               written demand therefore, deposit cash with Landlord (which cash
               shall be applied by Landlord to the L-C Security Deposit) in an
               amount sufficient to restore the L-C Security Deposit to the
               amount then required under this Lease, and Tenant's failure to do
               so shall be a default under this Lease. Tenant acknowledges that
               Landlord has the right to transfer or mortgage its interest and
               the Project and in this Lease and Tenant agrees that in the event
               of any such transfer or mortgage, Landlord shall have the right
               to transfer or assign the L-C Security Deposit and/or the L-C to
               the transferee or mortgagee, and in the event of such transfer,
               Tenant shall look solely to such transferee or mortgagee for the
               return of the L-C Security Deposit and/or the L-C.

          4.2.2 REDUCTION OF L-C. If Tenant has not been in default under this
               Lease, the Initial L-C Amount shall be reduced, commencing with
               the first (1st) anniversary of the Commencement Date and on each
               of the following anniversaries of the Commencement Date
               thereafter to the following amounts:



                Anniversary of Lease                   Amount of
                 Commencement Date                  Letter of Credit

                      1st                            $80,000.00

                      2nd                            $60,000.00

                      3rd                            $10,000.00


If Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the L-C Security Deposit and/or the L-C, or any balance
thereof, shall be returned to Tenant within thirty (30) days following the
expiration of the Term.

5.   RENT

     5.1  Tenant agrees to pay the Base Rent set forth in Section 1.6 for each
          month of the Term, payable in advance on the first day of each month
          commencing with the Commencement Date, without any deduction or setoff
          whatsoever. All payments of Rent (as defined in Section 5.4) shall be
          payable in lawful U.S. money. Payments shall not be deemed received
          until actual receipt thereof by Landlord. If the Commencement Date is
          not the first day of a month, or if the Expiration Date is not the
          last day of a month, a prorated monthly installment shall be paid at
          the then current rate for the fractional month during which this Lease
          commences or terminates. At the time of execution of this Lease by
          Tenant, Tenant shall pay all money due to Landlord as set forth in
          Article 1. Notwithstanding anything in the foregoing to the contrary,
          provided Tenant is not in default under the Lease, Tenant shall be
          entitled to a rent credit (the "Rent Credit") in an amount equal to
          Thirteen Thousand Six Hundred Twenty-Nine and No/100 Dollars
          ($13,629.00) (or one and one-half months of Base Rent at the rental
          rate


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          applicable to the first month of the Term), which Tenant may apply
          towards monthly Base Rent due under the Lease, in increments equal to
          100% of the monthly Base Rent due for the second (2nd) month of the
          Term and 50% of the monthly Base Rent due for the third (3rd) month of
          the Term (the "Rent Credit Period").

     5.2  INTENTIONALLY DELETED.

     5.3  INTENTIONALLY DELETED.

     5.4  In addition to Base Rent, for each calendar year beginning after the
          Base Year, Tenant shall pay to Landlord on the first day of each and
          every month of this Lease, one-twelfth (1/12th) of the Landlord's
          reasonable estimate of Tenant's Proportionate Share of the Operating
          Costs for that calendar year in excess of the actual Base Year
          Operating Costs. The rentable area in the Building and the rentable
          area in the Premises, and Tenant's Proportionate Share of the
          Operating Costs are set forth in Article 1. Any discrepancy discovered
          after the Lease Date in connection with the square footages stated in
          Sections 1.1 and 1.2 shall not be a basis for a reduction in the Base
          Rent, unless otherwise agreed in writing by Landlord and Tenant. Base
          Rent, Tenant's Proportionate Share of Operating Costs, and all other
          amounts payable by Tenant under this Lease whether to Landlord or to
          others are collectively defined as the "Rent."

     5.5  OPERATING COSTS.

          5.5.1 "OPERATING COSTS" shall be determined for each calendar year by
               taking into account on a consistent basis all costs of
               management, maintenance, and operation of the Project. Operating
               Costs shall include but not be limited to: (i) the cost of
               supplying all utilities, the cost of operating, maintaining,
               repairing, renovating and managing the utility systems,
               mechanical systems, sanitary and storm drainage systems, and
               escalator and elevator systems, and the cost of supplies and
               equipment and maintenance and service contracts in connection
               therewith; (ii) the cost of licenses, certificates, permits and
               inspections and the cost of contesting the validity or
               applicability of any governmental enactments which may affect
               Operating Costs, and the costs incurred in connection with the
               implementation and operation of a transportation system
               management program or similar program; (iii) the cost of
               insurance carried by Landlord, in such amounts as Landlord may
               reasonably determine, including, without limitation, insurance
               premiums and insurance deductibles paid or incurred by Landlord;
               (iv) fees, charges and other costs, including management fees,
               consulting fees, legal fees and accounting fees, of all persons
               engaged by Landlord or otherwise reasonably incurred by Landlord
               in connection with the management, operation, maintenance and
               repair of the Project; (v) wages, salaries and other compensation
               and benefits of all persons engaged in the operation, maintenance
               or security of the Building, and employer's Social Security
               taxes, unemployment taxes or insurance, and any other taxes which
               may be levied on such wages, salaries, compensation and benefits;
               provided, that if any employees of Landlord provide services for
               more than one building of Landlord, then a prorated portion of
               such employees' wages, benefits and taxes shall be included in
               Operating Costs based on the portion of their working time
               devoted to the Building; (vi) payments under any easement,
               license, operating agreement, declaration, restrictive covenant,
               or instrument pertaining to the sharing of costs by the Building;
               (vii) operation, repair, maintenance and replacement of all
               systems, equipment, components or



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               facilities which serve the Building in the whole or in part;
               (viii) amortization (including interest on the unamortized cost
               at a rate equal to the floating commercial loan rate announced
               from time to time by Bank of America, a national banking
               association, as its prime rate, plus 2% per annum) of the cost of
               acquiring or the rental expense of personal property used in the
               maintenance, operation and repair of the Building and Project;
               and (ix) all federal, state, county, or local governmental or
               municipal taxes, fees, charges or other impositions of every kind
               and nature, whether general, special, ordinary or extraordinary
               because of or in connection with the ownership, leasing and
               operation of the Project, including, without limitation, any
               assessment, tax, fee, levy or charge in addition to, or in
               substitution, partially or totally, of any assessment, tax, fee,
               levy or charge previously included within the definition of real
               property tax, it being acknowledged by Tenant and Landlord that
               Proposition 13 was adopted by the voters of the State of
               California in the June 1978 election and that assessments, taxes,
               fees, levies and charges may be imposed by governmental agencies
               for such services as fire protection, street, sidewalk and road
               maintenance, conservation, refuse removal and for other
               governmental services formerly provided without charge to
               property owners or occupants (all of the foregoing, "Tax
               Expenses"); (x) costs incurred in connection with the parking
               areas servicing the Project; and (xi) the cost of capital
               improvements or other costs incurred in connection with the
               Project (A) which are intended as a labor-saving device or to
               effect other economies in the operation or maintenance of the
               Project, or any portion thereof, or (B) that are required under
               any governmental law or regulation but which were not so required
               in connection with the Project at the time that permits for the
               construction of the Building were obtained provided, however,
               that each such permitted capital expenditure shall be amortized
               (including interest on the unamortized cost) over its useful life
               as Landlord shall reasonably determine. Landlord shall have the
               right, but not the obligation, from time to time, to equitably
               allocate some or all of the Operating Costs among different
               tenants of the building (the "Cost Pools"). Such Cost Pools may
               include, but shall not be limited to, the office space tenants of
               the Building and the retail space tenants of the Building. The
               amount of all taxes payable under this Lease for the Base Year
               attributable to the valuation of the Project, inclusive of tenant
               improvements, shall be known as "Base Taxes." Notwithstanding
               anything to the contrary set forth in this Lease, the amount of
               Tax Expenses for the Base Year and any Expense Year shall be
               calculated without taking into account any decreases in real
               estate taxes obtained in connection with Proposition 8, and,
               therefore, the Tax Expenses in the Base Year and/or any
               comparison year may be greater than those actually incurred by
               Landlord, but shall, nonetheless, be the Tax Expenses due under
               this Lease; provided that (i) any costs and expenses incurred by
               Landlord in securing any Proposition 8 reduction shall not be
               deducted from Tax Expenses nor included in Building Direct
               Expenses for purposes of this Lease, and (ii) tax refunds under
               Proposition 8 shall not be deducted from Tax Expenses nor
               refunded to Tenant, but rather shall be the sole property of
               Landlord. Landlord and Tenant acknowledge that this provision is
               not intended to in any way affect (A) the inclusion in Tax
               Expenses of the statutory two percent (2.0%) annual increase in
               Tax Expenses (as such statutory increase may be modified by
               subsequent legislation), or (B) the inclusion or exclusion of Tax
               Expenses pursuant to the terms of Proposition 13. If the Building
               is less than ninety-five percent (95%) occupied during all or a
               portion of the Base Year or a subsequent calendar year, the
               variable components of the Operating Costs as reasonably
               determined by Landlord, using sound accounting and management
               principles, shall be calculated as if the Building had been 95%
               occupied for the full calendar year. If Landlord is not
               furnishing any particular work or service (the cost of which, if
               performed by Landlord, would be included in Operating Costs) to a
               tenant who has undertaken to



                                       9
<PAGE>


               perform such work or service in lieu of the performance thereof
               by Landlord, Operating Costs shall be deemed to be increased by
               an amount equal to the additional Operating Costs which would
               reasonably have been incurred during such period by Landlord if
               it had, at its own expense, furnished such work or service to
               such tenant. Anything contained in the Lease to the contrary
               notwithstanding, Tenant acknowledges and agrees that for so long
               as the Project is owned by the State of California or any local
               public entity of government, including without limitation a state
               public retirement system, this Lease and the Tenant's interest
               hereunder may constitute a possessory interest subject to
               property taxation and as a result may be subject to the payment
               of property taxes levied on that interest. In addition, for so
               long as the Project is owned by a state public retirement system,
               the full cash value, as defined in Sections 110 and 110.1 of the
               California Revenue and Taxation Code, of the possessory interest
               upon which property taxes will be based will equal the greater of
               (A) the full cash value of the possessory interest, or (B) if
               Tenant has leased less than all of the Project, Tenant's
               Proportionate Share of the full cash value of the Project that
               would have been enrolled if the Project had been subject to
               property tax upon acquisition by the state public retirement
               system.

          5.5.2 "OPERATING COSTS" shall not include any of the following, for
               purposes of calculating the portion of Operating Costs payable by
               Tenant:

               (A)  except as otherwise specifically provided in this Section
                    5.5, costs of repairs or other work occasioned by fire,
                    windstorm or other casualty (other than those amounts within
                    the deductible limits of insurance policies actually carried
                    by Landlord, which amounts shall be includable as Operating
                    Costs so long as such deductibles are within the generally
                    prevailing range of deductibles to policies carried by
                    landlords of comparable first class office buildings located
                    in the vicinity of the Building);

               (B)  costs of leasing commissions, attorneys' fees and other
                    costs and expenses incurred in connection with negotiations
                    or disputes with present or prospective tenants or other
                    occupants of the Building;

               (C)  except as otherwise specifically provided in this Section
                    5.5, costs incurred by Landlord in the repairs, capital
                    additions, alterations or replacements made or incurred to
                    rectify or correct defects in design, materials or
                    workmanship in connection with any portion of the Building;

               (D)  costs (including permit, license and inspection costs)
                    incurred in renovating or otherwise improving, decorating or
                    redecorating rentable space for other tenants or vacant
                    rentable space;

               (E)  cost of utilities or services sold to Tenant or others for
                    which Landlord is entitled to and actually receives
                    reimbursement (other than through any operating cost
                    reimbursement provision identical or substantially similar
                    to the provisions set forth in this Lease);

               (F)  except as otherwise specifically provided in this Section
                    5.5, costs incurred by Landlord for alterations to the
                    Building which are considered capital


                                       10
<PAGE>


                    improvements and replacements under generally accepted
                    accounting principles, consistently applied;

               (G)  costs of depreciation and amortization, except on materials,
                    small tools and supplies purchased by Landlord to enable
                    Landlord to supply services Landlord might otherwise
                    contract for with a third party, where such depreciation and
                    amortization would otherwise have been included in the
                    charge for such third party services, all as determined in
                    accordance with generally accepted accounting principles,
                    consistently applied;

               (H)  costs of services or other benefits which are not available
                    to Tenant but which are provided to other tenants of the
                    Building;

               (I)  costs incurred due to the violation by Landlord or any other
                    tenant of the terms and conditions of any lease of space in
                    the Building;

               (J)  costs of overhead or profit increment paid to Landlord or to
                    subsidiaries or affiliates of Landlord for services in or in
                    connection with the Building to the extent the same exceeds
                    the cost of such services which could be obtained from third
                    parties on a competitive basis;

               (K)  except as otherwise specifically provided in this Section
                    5.5, costs of interest on debt or amortization on any
                    mortgages, and rent and other charges, costs and expenses
                    payable under any mortgage, if any;

               (L)  costs of general overhead and general administrative
                    expenses, not including management fees and building office
                    expenses which are included in operating expenses by
                    Landlords of other comparable first class office buildings
                    located in the vicinity of the Building;

               (M)  costs of any compensation and employee benefits paid to
                    clerks, attendants or other persons in a commercial
                    concession operated by Landlord, except the Building parking
                    facility;

               (N)  costs of rentals and other related expenses incurred in
                    leasing HVAC, elevators or other equipment ordinarily
                    considered to be of a capital nature except equipment which
                    is used in providing janitorial or similar services and
                    which is not affixed to the Building;

               (O)  costs of advertising and promotion;

               (P)  costs of electrical power for which Tenant directly
                    contracts with and pays a local public service company;

               (Q)  costs incurred to comply with laws relating to the removal
                    of Hazardous Material which was in existence on the Project
                    prior to the Commencement Date, and was of such a nature
                    that a federal, state or municipal governmental authority,
                    if it had then had knowledge of the presence of such
                    Hazardous Material, in the state, and under the conditions



                                       11
<PAGE>


                    that it existed on the Project, would have then required the
                    removal of such Hazardous Material or other remedial or
                    containment action with respect thereto; and

               (R)  costs incurred to remove, remedy, contain, or treat
                    Hazardous Material, which Hazardous Material is brought onto
                    the Project, after the date hereof by Landlord or any other
                    tenant of the Project and is of such a nature, at that time,
                    that a federal, state or municipal governmental authority,
                    if it had then had knowledge of the presence of such
                    Hazardous Material, in the state, and under the conditions,
                    that it exists on the Project, would require the removal,
                    remediation, containment or treatment of such Hazardous
                    Material.

     5.6  Within one hundred twenty (120) days after December 31 of each
          calendar year, or as soon thereafter as practicable, the total of the
          Operating Costs for said calendar year just completed shall be
          determined by Landlord. Landlord shall give Tenant notice of such
          determination, and Tenant within thirty (30) days thereafter shall pay
          to Landlord Tenant's Proportionate Share of the Operating Costs for
          such calendar year in excess of the Base Year Operating Costs, less
          the payments made by Tenant to Landlord during such calendar year for
          Operating Costs in excess of the Base Year Operating Costs, or, if
          Tenant has overpaid such amount, Landlord shall credit any excess paid
          toward Tenant's next rental payment due. During the first and last
          years of the Term, Tenant's Proportionate Share of the Operating Costs
          shall be adjusted in proportion to the number of days of that calendar
          year during which this Lease is in effect over the total days in that
          calendar year.

     5.7  TENANT'S DISPUTE OF OPERATING COSTS.

          5.7.1 In the event Tenant disputes the actual amount due as Tenant's
               Proportionate Share of Operating Costs and/or the actual amount
               due as Operating Costs, Tenant may give written notice to
               Landlord (the "Inspection Request Notice") of Tenant's desire to
               review a summary of accounts prepared by Landlord applicable to
               Landlord's determination of the Operating Costs ("Accounts
               Summary"). Such notice shall be given by Tenant no later than
               ninety (90) days after Tenant's receipt of Landlord's
               determination of the Operating Costs for the previous calendar
               year. Provided that Tenant has given Landlord the Inspection
               Request Notice, Tenant may, at reasonable times, inspect the
               Accounts Summary at Landlord's office or at such other office as
               may be designated by Landlord, provided however, Tenant shall
               have the rights contained in this Section 5.7.1 only if (a) there
               is then no Event of Default, as defined in Article 24, and (b)
               for the year for which Tenant disputes the amount due as Tenant's
               Proportionate Share of Operating Costs, both (i) the percentage
               increase thereof over the previous year exceeded three percent
               (3%), and (ii) the dollar amount of the increase of Tenant's
               Share of Operating Costs for the disputed year over the previous
               year shall be at least $1,000.00.

          5.7.2 The review by Tenant of the Accounts Summary shall be commenced
               no later than ten (10) business days after the date of Landlord's
               receipt of the Inspection Request Notice (subject to reasonable
               coordination of the timing with Landlord), and shall be completed
               no later than thirty (30) days after the beginning of such
               review. If, after such inspection, Tenant continues to dispute
               the amount due as Tenant's Proportionate Share of Operating
               Costs, Tenant shall, within ten (10) business days after the end
               of such thirty (30) day review period, give written notice to
               Landlord (the "Dispute Notice") of the particular costs or
               expenses included in the Operating Costs which Tenant disputes,
               and the basis for Tenant's


                                       12
<PAGE>


               dispute thereof. In the event that an error has been made in
               Landlord's determination of Tenant's Proportionate Share of
               Operating Costs, and Landlord does not dispute any matters
               contained in Tenant's Dispute Notice, then the parties shall make
               such appropriate payments or reimbursements, as the case may be,
               to each other as are determined to be owing, provided that any
               reimbursements payable by Landlord to Tenant may, at Landlord's
               option, instead be credited against the Base Rent next coming due
               under this Lease, unless the Term has expired, in which event
               Landlord shall refund (or credit against any other amounts then
               owing by Tenant) the appropriate amount to Tenant, and provided
               further, that if Landlord's determination of Operating Costs
               overstated the Operating Costs by five percent (5%) or more, then
               provided that Tenant is not then in breach of this Lease,
               Landlord shall give Tenant a credit against future Base Rent for
               an amount equal to Tenant's actual, reasonable costs incurred by
               Tenant in conducting Tenant's review.

          5.7.3 If Landlord informs Tenant that Landlord disputes any of the
               matters contained in the Dispute Notice, then, within fourteen
               (14) days after Tenant is informed of Landlord's dispute of any
               of the matters contained in the Dispute Notice, Tenant shall hire
               a regionally recognized accounting firm ("CPA Firm") to review
               the Accounts Summary. Such review of the Accounts Summary by the
               CPA Firm shall be completed not later than thirty (30) days after
               Landlord informs Tenant that Landlord disputes any of the matters
               contained in the Dispute Notice. The CPA Firm shall produce a
               written report (the "CPA Firm Report") describing its review and
               conclusions in detail, a copy of which shall be given to both
               Landlord and Tenant and both Landlord and Tenant shall be bound
               by the CPA Firm Report, and if the CPA Firm Report accurately,
               and with appropriate supporting documentation, indicates that
               Landlord's determination of Operating Costs overstated the
               Operating Costs by at least five percent (5%), then provided that
               Tenant is not then in breach of this Lease, Landlord shall give
               Tenant a credit against future rental amounts for an amount equal
               to the reasonable cost of the CPA Firm Report.

          5.7.4 Tenant agrees that neither Tenant nor any of Tenant's employees,
               agents or representatives (including, without limitation, the CPA
               Firm) shall use or disclose to any person or entity other than
               Tenant, any information or documents obtained by Tenant or such
               other persons during inspection of Landlord's accounting records,
               provided however, this sentence shall not apply to, or bar or
               limit any legal action between Tenant and Landlord to enforce
               this Lease. Except as expressly provided in this paragraph,
               Tenant shall have no rights to inspect, copy, review, or audit
               the records of Landlord relating to Operating Costs, nor to
               dispute any portion of Operating Costs charged by Landlord to
               Tenant. Notwithstanding any claim or dispute regarding Operating
               Costs which may arise, in no event shall Tenant be entitled to
               deduct, offset or reduce any Rent otherwise payable by Tenant
               under this Lease. All reviews of, and reports concerning the
               Accounts Summary shall be at Tenant's sole cost and expense,
               subject to the provisions of Section 5.7.3.

     5.8  In addition to Tenant's Proportionate Share of Operating Costs, Tenant
          shall reimburse Landlord upon demand for any and all taxes required to
          be paid by Landlord when such taxes are measured by or reasonably
          attributable to the cost or value of Tenant's equipment, furniture,
          fixtures and other personal property located in the Premises.


                                       13
<PAGE>


6.   INITIAL CONSTRUCTION

     Construction, if any, to be completed by Landlord will be in accordance
     with the plans, specifications and agreements approved by both parties,
     attached to and made a part of this Lease as Exhibit B. Landlord will not
     be obligated to construct or install any improvements or facilities of any
     kind other than those called for in Exhibit B. All improvements shall be
     the property of Landlord, subject to Section 7.4, and upon termination of
     this Lease, Tenant shall deliver the Premises to Landlord in the condition
     required by Article 35.

7.   REPAIRS & ALTERATIONS

     7.1  Subject to reimbursement pursuant to Section 5.4, and subject to the
          provisions of Section 7.2, and Articles 8 and 14, Landlord agrees to
          keep in good condition the foundations, exterior walls, structural
          portions of the Project, the roof, the elevators and the HVAC,
          mechanical, electrical and plumbing systems installed in the original
          construction of the Building, (excluding, however, any plumbing in the
          Premises or any above Building-standard heating, air conditioning or
          lighting equipment in the Premises, which repair shall be Tenant's
          sole responsibility) but, except as set forth in Section 17.4 below,
          Landlord shall not be liable or responsible for breakdowns or
          temporary interruptions in service where reasonable efforts are used
          to restore service, and provided that Landlord shall not be
          responsible for any repair or maintenance which is caused in whole or
          in part by the act or omission of Tenant or its agents, contractors,
          employees, or guests; in the event of such repair or maintenance
          caused by the act or omission of Tenant, Tenant shall pay for such
          repair or maintenance upon demand from Landlord and shall indemnify,
          defend, protect and hold harmless Landlord against any and all loss,
          cost or liability in connection therewith. Landlord shall have at
          least thirty (30) days after written notice from Tenant to perform
          necessary repairs or maintenance, provided to the extent any such
          repairs cannot be reasonably made in such period, Landlord shall not
          be in default hereunder so long as Landlord commences such repair
          within such thirty (30) day period and diligently pursues the same to
          completion. Tenant hereby waives and releases its right to make
          repairs at Landlord's expense under Sections 1941 and 1942 of the
          California Civil Code or under any similar law, statute, or ordinance
          now or hereafter in effect.

     7.2  Subject to the provisions of Section 7.1, and Articles 8 and 14,
          Tenant shall keep and maintain the Premises in first class condition
          and repair, and shall make all necessary repairs thereto at Tenant's
          sole cost and expense. Tenant is responsible for all redecorating,
          remodeling, alteration and painting required by Tenant during the
          Term, except to the extent otherwise expressly set forth in Exhibit B.
          Tenant covenants and agrees not to suffer or permit any lien of
          mechanics or materialmen or others to be placed against the Project,
          the Building or the Premises with respect to work or services claimed
          to have been performed for or materials claimed to have been furnished
          to Tenant or the Premises under this Article 7 or otherwise, and, in
          case of any such lien attaching or notice of any lien, Tenant
          covenants and agrees to cause it to be immediately released and
          removed of record or Landlord, at its sole option, may immediately
          take all action necessary to release and remove such lien, and Tenant
          shall, upon demand, immediately reimburse Landlord for all costs and
          expenses relating thereto incurred by Landlord.


                                       14
<PAGE>


     7.3  Tenant may not make any improvements, alterations, additions or
          changes to the Premises (collectively, the "Alterations") without
          first procuring the written consent of Landlord to such Alterations,
          which consent shall be requested by Tenant not less than thirty (30)
          days prior to the commencement thereof, and which consent shall not be
          unreasonably withheld by Landlord. Landlord may condition its consent
          on, among other things, the installation of additional risers, feeders
          and other appropriate equipment as well as utility meters. The
          installation, maintenance, repair and replacement, as well as all
          charges in connection with all such meters and equipment shall be at
          Tenant's sole cost and expense. The construction of the initial
          improvements to the Premises shall be governed by the terms of the
          Tenant Work Letter, attached hereto as Exhibit B, and not the terms of
          this Article 7.

     7.4  To the extent Landlord designates at the time Landlord approves such
          Alterations, all or any part of the Alterations, whether made with or
          without the consent of Landlord, shall, at the election of Landlord,
          either be removed by Tenant at its expense before the expiration of
          the Term or shall remain upon the Premises and be surrendered
          therewith at the Expiration Date or earlier termination of this Lease
          as the property of Landlord without disturbance or injury. If
          Landlord, at the time of Landlord's consent, requires the removal of
          all or part of any Alterations, Tenant, at its expense, shall remove
          such Alterations and shall repair any damage to the Premises or the
          Building caused by such removal. If Tenant fails to remove the
          Alterations if required to do so as provided above, then Landlord may
          (but shall not be obligated to) remove them and the cost of removal
          and repair of any damage together with all other damages which
          Landlord may suffer by reason of the failure of Tenant to remove
          Alterations, shall be paid by Tenant to Landlord upon demand. Tenant
          shall not be entitled to any compensation from Landlord for any
          Alterations removed by Landlord or at Landlord's direction.

     7.5  Tenant shall construct all such Alterations and perform any and all
          repairs and/or remediation required under this Lease in conformance
          with any and all applicable rules and regulations of any federal,
          state, county or municipal code or ordinance or any agency guidelines,
          and pursuant to a valid building permit, issued by the applicable
          municipality, in conformance with Landlord's construction rules and
          regulations. If such Alterations or repairs will involve the use of,
          reveal, or disturb Hazardous Materials (as that term is defined in
          Section 41.1 of this Lease) existing in the Premises, Tenant shall
          comply with Landlord's rules and regulations concerning such Hazardous
          Materials. Landlord's consent to such Alterations or Landlord's
          approval of the plans, specifications, and working drawings for such
          Alterations will create no responsibility or liability on the part of
          Landlord for the completeness, design, sufficiency or compliance with
          all laws, rules and regulations of governmental agencies or
          authorities (including without limitation the Americans With
          Disabilities Act of 1990 and the provisions of that Act applicable to
          the Project or any part of it) with respect to such Alterations. All
          work with respect to any Alterations must be done in a good and
          workmanlike manner and diligently prosecuted to completion to the end
          that the Premises shall at all times be a complete unit except during
          the period of work. In performing the work of any such Alterations,
          Tenant shall have the work performed in such manner as not to obstruct
          access to the Building or the Common Areas for any other tenant of the
          Building, and as not to obstruct the business of Landlord or other
          tenants in the Building, or interfere with the labor force working in
          the Building. Not less than fifteen nor more than twenty days prior to
          commencement of any Alterations, Tenant shall notify Landlord in
          writing of the work commencement date so that



                                       15
<PAGE>


          Landlord may post notices of nonresponsibility about the Premises.
          Upon completion of any Alterations, Tenant agrees to cause a Notice of
          Completion to be recorded in the office of the Recorder of the County
          of Los Angeles in accordance with Section 3093 of the Civil Code of
          the State of California or any successor statute, and Tenant shall
          deliver to the Building management office a reproducible copy of the
          "as built" drawings of the Alterations.

     7.6  The charges for work requested by Tenant and performed by a contractor
          selected by Landlord shall be deemed Rent under this Lease, payable
          upon billing therefor, either periodically during construction or upon
          the substantial completion of such work, at Landlord's option. Upon
          completion of such work, Tenant shall deliver to Landlord evidence of
          payment, contractors' affidavits and full and final waivers of all
          liens for labor, services or materials. Tenant shall pay to Landlord a
          percentage of the cost of such work sufficient to compensate Landlord
          for all reasonable overhead, general conditions, directly attributable
          fees and other reasonable costs and expenses arising from Landlord's
          involvement with such work.

     7.7  In the event that Tenant makes any Alterations, Tenant agrees to carry
          "Builder's All Risk" insurance in a reasonable amount approved by
          Landlord covering the construction of such Alterations, and such other
          insurance as Landlord may require, it being understood and agreed that
          all of such Alterations shall be insured by Tenant pursuant to Article
          9 of this Lease immediately upon completion thereof. In addition,
          Landlord may, in its discretion, require Tenant to obtain a lien and
          completion bond or some alternate form of security satisfactory to
          Landlord in an amount sufficient to ensure the lien-free completion of
          such Alterations and naming Landlord a co-obligee.

8.   FIRE OR CASUALTY DAMAGE

     8.1  REPAIR OF DAMAGE TO PREMISES BY LANDLORD. If the Premises or any
          portion of the Project is damaged by fire or other cause (the
          "Occurrence") without the negligence or willful act of Tenant or its
          partners, trustees, officers, directors, shareholders, members,
          beneficiaries, licensees, invitees, or any subtenants or subtenants'
          agents, employees, contractors, or invitees, servants, guests, or
          independent contractors (collectively, "Tenant Persons"), Landlord
          shall diligently, and as soon as practicable, repair the damage;
          provided, however, that Landlord may elect not to rebuild or restore
          the Premises or any portion of the Project, and instead terminate this
          Lease, by notifying Tenant in writing of such termination within
          forty-five (45) days after the date of the Occurrence, such notice to
          include a lease termination date and a date for Tenant to vacate the
          Premises, neither of dates shall be less than thirty (30) nor more
          than ninety (90) days from the date of delivery of such notice.
          Landlord may so elect to terminate this Lease only if the Building
          shall be damaged by fire or other cause, whether or not the Premises
          are affected, and one or more of the following conditions is present:
          (i) repairs cannot reasonably be completed within one hundred eighty
          (180) days after the Occurrence, and Landlord elects to terminate all
          leases of all tenants of the Building similarly affected by the damage
          or destruction; (ii) the Occurrence occurs during the last two (2)
          Lease Years; (iii) the holder of any mortgage on the Building or
          ground lessor with respect to the Project shall require that the
          insurance proceeds or any portion thereof be used to retire all or a
          portion of the mortgage debt, or shall terminate the ground lease, as
          the case may be; (iv) Landlord's insurer has not agreed that the
          damage is fully covered, except for deductible amounts, by Landlord's
          insurance policies; or (v) in Landlord's sole discretion, fifty
          percent


                                       16
<PAGE>


          (50%) or more of the rentable floor area of the Project is unusable,
          unmarketable, damaged or destroyed. If Landlord terminates this Lease,
          the Base Rent and Tenant's Proportionate Share of increases in
          Operating Costs (collectively, "Periodic Rent") shall be apportioned
          and paid to the date of termination (subject to abatement as provided
          below). Such repair or restoration by Landlord shall be to
          substantially the same condition of the base, shell, and core of the
          Premises and common areas prior to the casualty, except for
          modifications required by zoning and building codes and other laws or
          by the holder of a mortgage on the Building, or the lessor of a ground
          or underlying lease with respect to the Project or portion thereof, or
          any other modifications to the common areas reasonably deemed
          desirable by Landlord, which are consistent with the character of the
          Project, provided access to the Premises and any common restrooms
          serving the Premises shall not be materially impaired. Notwithstanding
          any other provision of this Lease, upon the occurrence of any damage
          to the Premises, Tenant shall assign to Landlord (or to any party
          designated by Landlord) all insurance proceeds payable to Tenant under
          Tenant's insurance required under Section 9.1 of this Lease, and
          Landlord shall repair any injury or damage to the tenant improvements
          installed in the Premises and shall return such tenant improvements to
          their condition prior to the Occurrence; provided that if the cost of
          such repair by Landlord exceeds the amount of insurance proceeds
          received by Landlord from Tenant's insurance carrier, as assigned by
          Tenant, the cost of such repairs shall be paid by Tenant to Landlord
          prior to Landlord's repair of the damage. In connection with such
          repairs and replacements, Tenant shall, prior to the commencement of
          construction, submit to Landlord, for Landlord's review and approval,
          all plans, specifications and working drawings relating thereto, and
          Landlord shall select the contractors to perform such improvement
          work. Notwithstanding anything in the foregoing to the contrary, if
          Landlord does not elect to terminate this Lease pursuant to Landlord's
          termination right as provided above, and the repairs cannot, in the
          reasonable opinion of Landlord, be completed within the 200 Day Period
          (defined below), Tenant may elect, no earlier than forty-five (45)
          days after the date of the damage and not later than ninety (90) days
          after the date of such damage, to terminate this Lease by written
          notice to Landlord effective as of the date specified in the notice,
          which date shall not be less than thirty (30) days nor more than
          ninety (90) days after the date such notice is given by Tenant.

     8.2  TERMINATION BY EITHER PARTY

          8.2.1 If neither Landlord nor Tenant elects to terminate this Lease
               under the terms of Section 8.1, but the damage required to be
               repaired by Landlord is not repaired by the end of the 180 Day
               Period, then either Landlord or Tenant (subject to Section
               8.2.2), within thirty (30) days after the end of the 180 Day
               Period, may terminate this Lease by written notice to the other
               party, in which event this Lease shall terminate as of the date
               of receipt of the notice, and the Periodic Rent shall be
               apportioned and paid to the date of termination (subject to
               abatement as provided below). The "180 Day Period" shall mean the
               period beginning on the date of the Occurrence and ending one
               hundred eighty (180) days from the date of the Occurrence.
               Notwithstanding the preceding provisions of Section 8.2.1, if (a)
               Landlord has not elected to terminate this Lease pursuant to the
               terms of Section 8.1, and (b) Landlord is proceeding to complete
               the repairs, then neither party shall have the right to terminate
               this Lease if, before the end of the 180 Day Period, Landlord, at
               Landlord's sole option, gives written notice to Tenant that the
               repairs will be completed within thirty (30) days after the end
               of the 180 Day Period, and the repairs are actually completed
               within such thirty day period. If the repairs are not completed
               within thirty days after the end of the 180 Day Period,


                                       17
<PAGE>


               then either party may terminate this Lease by written notice to
               the other party. Such notice of termination shall be given within
               sixty (60) days after the end of the 180 Day Period, and shall be
               effective upon receipt thereof by the other party to this Lease.

          8.2.2 Notwithstanding the provisions of Section 8.2.1, Tenant shall
               have the right to terminate this Lease under Section 8.2.1 only
               if each of the following conditions is satisfied: (a) the damage
               to the Project by fire or other casualty was not caused by the
               gross negligence or intentional act of Tenant Persons; (b) there
               is then no Default by Tenant; (c) as a result of the damage,
               Tenant cannot reasonably conduct business from the Premises; and,
               (d) as a result of the damage to the Project, Tenant does not
               occupy or use the Premises at all.

     8.3  RENT ABATEMENT. Subject to the last sentence of this Section 8.3,
          during the period that the damaged portion of the Premises is rendered
          untenantable by the damage, Periodic Rent shall be reduced by the
          ratio that the rentable square footage of the Premises thereby
          rendered untenantable bears to the total rentable square footage of
          the Premises, provided that (i) Tenant does not occupy or use such
          untenantable portion of the Premises during such rent abatement
          period, and (ii) Tenant shall, as soon as reasonably practicable after
          the event purportedly giving rise to rent abatement, give written
          notice to Landlord of Tenant's claim for rent abatement and the basis
          therefor, including the date when Tenant vacated the Premises or
          portion thereof as a result of the Occurrence. Notwithstanding the
          preceding sentence, if the damage was the consequence of the fault or
          negligence of any of the Tenant Persons, then the Periodic Rent shall
          be abated only to the extent Landlord actually receives rental or
          business interruption proceeds allocated to the Periodic Rent for the
          Premises. If the rent abatement period expressly provided in this
          Section 8.3 is for a period of less than five days, then Periodic Rent
          for the first such five days shall be abated only to the extent that
          Landlord actually receives rental or business interruption proceeds
          allocable to such Periodic Rent to be abated.

     8.4  TENANT LIABILITY FOR DAMAGES. Subject to Section 8.5, all injury or
          damage to the Premises or the Building resulting from the gross
          negligence or intentional acts of any Tenant Persons shall be repaired
          at the sole cost of Tenant, payable on demand by Landlord, or at
          Landlord's option, Landlord may require Tenant to perform such repairs
          or portion thereof and Periodic Rent shall not abate. If Landlord
          shall so elect, Landlord shall have the right to make repairs to the
          standard tenant improvements, not including any tenant extras,
          Alterations, or personal property, and any expense incurred by
          Landlord, together with interest thereon at the rate often percent
          (10%) per year shall be paid by Tenant upon demand.

     8.5  RELEASE TO EXTENT OF INSURANCE PROCEEDS. Notwithstanding any other
          provisions of this Lease, and provided that any applicable insurance
          coverage is not thereby invalidated, limited, or made more expensive,
          Tenant shall be relieved from the obligation to repair or pay for
          physical injury or damage to the Project resulting from the
          negligence, gross negligence or intentional act of any of Tenant
          Persons only to the extent that Landlord actually receives insurance
          proceeds for complete payment in full for such repairs from Tenant's
          or Landlord's insurance.

     8.6  INSURANCE DEDUCTIBLE. Notwithstanding the preceding provisions in this
          Article 8 concerning abatement of Periodic Rent, Tenant shall not be
          relieved from its obligation

                                       18
<PAGE>



          to pay Tenant's Proportionate Share of the insurance deductibles under
          insurance policies carried by Landlord.

     8.7  WAIVER OF STATUTES. The provisions of this Lease, including this
          Article 8, constitute an express agreement between Landlord and Tenant
          with respect to any and all damage to, or destruction of, all or any
          part of the Premises, the Building, or any other portion of the
          Project, and any statute or regulation of the State in which the
          Building is located, including, without limitation, Sections 1932(2)
          and 1933(4) of the California Civil Code, with respect to any rights
          or obligations concerning damage or destruction in the absence of an
          express agreement between the parties, and any other such statute or
          regulation which may hereafter be in effect, shall have no application
          to this Lease or any damage or destruction to all or any part of the
          Premises, the Building, or any other portion of the Project.

9.   INSURANCE

     9.1  Tenant shall during the entire Term maintain the following insurance
          coverage:

          9.1.1 Commercial General Liability Insurance for personal injury and
               property damage claims arising out of Tenant's occupation or use
               of the Premises and from its business operations, and including
               liability arising under any indemnity set forth in this Lease in
               amounts of not less than $1 million for each occurrence and $2
               million for all occurrences each year.

          9.1.2 Property damage insurance covering all Tenant's furniture, trade
               fixtures, office equipment, merchandise and other property in the
               Premises and all original and later-installed tenant improvements
               in the Premises. This insurance shall be an "all risk" policy
               covering the full replacement cost of the items covered and
               including vandalism, malicious mischief, earthquake sprinkler
               leakage coverages.

          9.1.3 The Tenant will maintain in force all required workers'
               compensation or other similar insurance pursuant to all
               applicable state and local statutes and regulations.

     9.2  All insurance provided by Tenant under this Lease shall be coordinated
          with any preceding, concurrent or subsequent, occurrence or claims
          made insurance, in such a manner as to avoid any gap in coverage
          against claims arising out of occurrences, conduct or events which
          take place during the period beginning on the Lease Date and ending on
          termination of this Lease.

     9.3  Landlord makes no representation that the insurance coverage required
          of Tenant provides adequate coverage for Tenant's needs or for its
          obligations under this Lease. Tenant shall not do or permit to be done
          anything which shall cause the cancellation of, invalidate, increase
          the rate of, or otherwise adversely affect, the insurance policies
          referred to in this Article 9.

     9.4  Landlord shall not be deemed to have waived or reduced any of the
          insurance coverage requirements for Tenant except by an express
          written agreement to that


                                       19
<PAGE>


          effect. The receipt by Landlord or its contractors or agents of
          insurance policies, certificates, letters, or other correspondence,
          documents or information which do not conform to the insurance
          requirements of this Lease, or the failure of Landlord to receive
          policies, certificates, or other documentation required by this
          Article 9, shall not be deemed to be Landlord's consent to a waiver or
          reduction of any such requirements, despite any failure by Landlord to
          object to same at the time of receipt (or lack of receipt), or
          thereafter. Any reduction, modification, or waiver of any of Tenant's
          insurance requirements under this Lease may be made only by a written
          document signed by Landlord and Tenant which expressly amends the
          pertinent described portions of this Lease.

     9.5  Landlord shall have the right and option, but not the obligation, to
          maintain any or all of the insurance which is required in Section 9.1
          to be provided by the Tenant if Tenant fails to maintain the insurance
          required of Tenant in this Article 9. All costs of Tenant's insurance
          provided by the Landlord shall be obtained at Tenant's expense.

     9.6  The minimum insurance requirements set forth in this Lease shall not
          limit the liability of Tenant under this Lease. The Landlord, and any
          parties specified by the Landlord, shall be named as additional
          insureds under the Tenant's insurance. All insurance companies
          providing insurance pursuant to this Article shall be rated at least
          A-XII in Best's Key Rating Guide and shall be otherwise reasonably
          acceptable to Landlord and licensed and qualified to do business in
          the State of California. Insurance provided by the Tenant shall be
          primary as to all covered claims and any insurance carried by Landlord
          is excess and is non-contributing. Each Tenant's insurance policy must
          not be cancelable or modifiable except upon thirty (30) days prior
          written notice to Landlord and any specified mortgagee of Landlord.
          The insurance must also contain a severability of interest clause
          acceptable to Landlord. Copies of policies or original certificates of
          insurance with respect to each policy shall be delivered to the
          Landlord prior to the Commencement Date, and thereafter, at least
          thirty (30) days before the expiration of each existing policy. Any
          insurance required hereunder of Tenant may be provided with blanket
          insurance policy(ies) insuring Tenant at locations in addition to the
          Premises, so long as such blanket policy(ies) expressly affords the
          coverage required of Tenant under this Lease. Tenant shall take all
          necessary steps so as to prevent the actual effective aggregate
          coverage of such blanket policy(ies) from ever being eroded at any
          time by claims, or reserves therefor established by the insurer, so
          that the minimum coverage afforded to Landlord required by this Lease
          shall at all times remain in effect.

     9.7  Landlord has the right at any time, but not the obligation, to
          reasonably change, cancel, decrease or increase any insurance required
          or specified under this Lease, upon thirty (30) days prior notice to
          Tenant. Landlord at its option may obtain any of the required
          insurance directly or through umbrella policies covering the Building
          and other assets owned by Landlord.

     9.8  Landlord and Tenant agree to request that their respective insurance
          companies issuing property damage insurance waive any rights of
          subrogation that such companies may have against Landlord or Tenant,
          as the case may be, so long as the insurance carried by Landlord or
          Tenant, respectively, is not invalidated thereby. As long as such
          waivers of subrogation are contained in their respective insurance
          policies, Landlord and Tenant hereby waive any right that either may
          have against the other on account of any loss or damage to their


                                       20
<PAGE>

          respective property to the extent such loss or damage is actually
          insured under policies of insurance for fire and all risk coverage,
          theft, public liability, or other similar insurance.

10.  WAIVER AND INDEMNIFICATION

     To the extent not prohibited by law, Landlord, its partners, trustees,
     ancillary trustees and their respective officers, directors, shareholders,
     members, beneficiaries, agents, servants, employees, and independent
     contractors (collectively, "Landlord Persons") shall not be liable for any
     damage either to person or property or resulting from the loss of use
     thereof, which damage is sustained by Tenant or by other persons claiming
     through Tenant except for damage arising solely from the gross negligence
     or intentional misconduct of Landlord Persons. Tenant agrees to indemnify,
     defend, and hold Landlord harmless from all claims and all costs, including
     reasonable attorneys' fees, expenses and liabilities, except those caused
     solely by Landlord's negligence, arising or resulting from (a) any
     accident, injury, death, loss or damage to any person or to any property
     including the person and property of Tenant and its employees, agents,
     officers, guests, and all other persons at any time in the Building or the
     Premises or the Common Areas, (b) the occupancy or use of the Premises by
     the Tenant, or (c) any act or omission or negligence of Tenant or any
     agent, licensee, or invitee of Tenant, or its contractors, employees, or
     any subtenant or subtenant's agents, employees, contractors, or invitees.
     The indemnification obligations of Tenant under this Lease shall survive
     the expiration or earlier termination of this Lease.

11.  USE OF PREMISES

     11.1 The Premises are leased to Tenant for the sole purpose set forth in
          Section 1.10 and Tenant shall not use or permit the Premises to be
          used for any other purposes without the prior written consent of
          Landlord, which consent may be withheld in Landlord's sole and
          absolute discretion. Tenant shall not allow occupancy density of use
          of the Premises which is greater than the average density of the other
          tenants of the Building. Tenant further covenants and agrees that it
          shall not use, or permit any person or persons to use, the Premises or
          any part thereof for any use or purpose contrary to the rules and
          regulations, attached hereto as Exhibit D, or in violation of the laws
          of the United States of America, the State of California, or the
          ordinances, regulations or requirements of the local municipal or
          county governing body or other lawful authorities having jurisdiction
          over the Building. Landlord shall not be responsible to Tenant for the
          nonperformance of any of such rules and regulations by or otherwise
          with respect to the acts or omissions of any other tenants, guests or
          occupants of the Building.

     11.2 Tenant shall comply with all recorded covenants, conditions, and
          restrictions now or hereafter affecting the real property underlying
          the Project. Tenant shall, at its expense, obtain any governmental
          permits or approvals required for Tenant's intended use of the
          Premises except as may be expressly provided in Exhibit B. The
          obtaining of any such permits or approvals is not a condition to any
          of Tenant's obligations under this lease. Tenant acknowledges that
          except as expressly stated in this Lease, neither Landlord nor
          Landlord's agent has made any representation or warranty, whether
          express or implied, as to the Premises, including, without limitation,
          the suitability of the Premises for the conduct of Tenant's business.
          Except as otherwise expressly provided in this Lease and Exhibit B
          attached hereto, Tenant accepts the Premises in their AS IS condition
          as of the Commencement Date, with all faults and defects.

                                       21
<PAGE>


          Tenant has been advised by Landlord to conduct its own investigation
          of the suitability of the Premises for Tenant's intended use,
          including, without limitation, a careful inspection of the Premises, a
          review of all applicable laws and ordinances, and inquiries of all
          applicable government agencies before executing this Lease.

12.  SIGNS

     12.1 GENERAL. Landlord retains absolute control over the exterior
          appearance of the Building and Project and the exterior appearance of
          the Premises as viewed from the public halls and public areas. Tenant
          will not install, or permit to be installed, any drapes, furnishings,
          signs, lettering, designs, advertising or any items that will in any
          way alter the exterior appearance of the Building or the exterior
          appearance of the Premises as viewed from the public halls and public
          areas. Any sign, advertising, design, or lettering installed by Tenant
          shall be considered an Alteration (as defined in Section 7.3) and
          shall be subject to the provisions of Article 7. All signage rights
          granted to Tenant under this Lease are personal, and may not be
          assigned or transferred without Landlord's prior written consent,
          which consent Landlord may withhold in its sole discretion. Tenant
          shall be provided, at Tenant's sole cost and expense, Building
          standard entry door signage at the entrance to the Premises.

     12.2 BUILDING DIRECTORY. Tenant shall be provided, at Tenant's sole cost
          and expense, one (1) line per each 1,000 rentable square feet
          contained in the Premises to display Tenant's name and location in the
          Building, and the names of Tenant's principal employees and subtenants
          on the Building directory located in the lobby of the Building.

13.  ASSIGNMENT AND SUBLETTING

     13.1 Tenant shall not assign, transfer, mortgage or otherwise encumber this
          Lease or sublet or rent (or permit a third party to occupy or use)
          (collectively, a "Transfer") the Premises, or any part thereof, nor
          shall any Transfer of this Lease or the right of occupancy be effected
          by operation of law or otherwise, without the prior written consent of
          Landlord which shall not be unreasonably withheld or delayed;
          provided, however, that the parties hereby agree that it shall be
          deemed to be reasonable under this Lease and under any applicable law
          for Landlord to withhold consent to any proposed Transfer where,
          without limitation as to other reasonable grounds for withholding
          consent: (i) the transferee is of a character or reputation or engaged
          in a business which is not consistent with the quality of the
          Building; (ii) the transferee is either a governmental agency or
          instrumentality thereof; (iii) the transferee is not a party of
          reasonable financial worth and/or financial stability in light of the
          responsibilities involved under this Lease on the date consent is
          requested; (iv) the Transfer may result in a material increase in the
          use of the utilities, services or Common Areas of the Project; (v) the
          proposed assignee or sublessee is an existing tenant of the Building,
          (vi) the proposed Transfer would cause a violation of another lease
          for space in the Building, or would give an occupant of the Building a
          right to cancel its lease, or (vii) Tenant is in default of this
          Lease. For purposes of the foregoing prohibitions, a transfer at any
          one time or from time to time of twenty percent (20%) or more of an
          interest in Tenant (whether stock, partnership interest or other form
          of ownership or control) by any person(s) or entity(ties) having an
          interest in ownership or control of Tenant at the Lease Date shall be
          deemed to be a Transfer of this Lease. Notwithstanding the foregoing,
          however, neither an assignment of the Premises to a transferee which
          is the resulting entity of a merger or


                                       22
<PAGE>


          consolidation of Tenant with another entity, nor an assignment or
          subletting of all or a portion of the Premises to an affiliate of
          Tenant (an entity which is controlled by, controls, or is under common
          control with, Tenant), shall be deemed a Transfer, provided that
          Tenant notifies Landlord in writing at least thirty days in advance of
          any such assignment or sublease, and promptly supplies Landlord with
          any documents or information reasonably requested by Landlord
          regarding such Transfer or transferee, and that such assignment or
          sublease is not a subterfuge by Tenant to avoid its obligations under
          this Lease. Notwithstanding any provision of this Lease, or any
          present or future law to the contrary, Landlord and Tenant hereby
          expressly agree that if a court of competent jurisdiction determines
          that Landlord unreasonably withheld consent to a proposed Transfer,
          then Tenant's sole remedies for such breach by Landlord shall be
          limited to a suit for contract damages (other than damages for injury
          to, or interference with, Tenant's business including, without
          limitation, loss of profits, however occurring) or termination of this
          Lease as of the date of such court determination. If Landlord consents
          to the proposed Transfer, (a) the initial Tenant, subsequent
          transferees, and all guarantors shall remain liable under this Lease,
          and Tenant shall obtain the prior written consent of any guarantor to
          such Transfer in a form acceptable to Landlord; and (b) each of the
          transferees shall agree in a writing acceptable to Landlord to assume
          and be bound by all of the terms and conditions of this Lease. Any
          Transfer without Landlord's written consent shall be voidable by
          Landlord and, at Landlord's election, constitute an "Event of
          Default," as that term is defined in Article 24 of this Lease. Neither
          the consent by Landlord to any Transfer nor the collection or
          acceptance by Landlord of Rent from any assignee, subtenant or
          occupant shall be construed as a waiver or release of the initial
          Tenant or any guarantor from the terms and conditions of this Lease or
          relieve Tenant or any subtenant, assignee or other party from
          obtaining the consent in writing of Landlord to any further Transfer.
          Tenant hereby assigns to Landlord the Rent and other sums due from any
          subtenant, assignee or other occupant of the Premises and hereby
          authorizes and directs each such subtenant, assignee or other occupant
          to pay such rent or other sums directly to Landlord; provided,
          however, that until the occurrence of an Event of Default, Tenant
          shall have the license to continue collecting such rent and other
          sums.

          If Landlord consents to a Transfer under this Section 13.1, Tenant
          will pay Landlord's reasonable processing costs and reasonable
          attorneys' fees incurred in giving such consent. If, for any proposed
          Transfer, Tenant contracts to receive total Rent or other
          consideration exceeding the total Rent called for hereunder (prorated
          by the ratio that the assignment or sublease term and square footage
          bears to the term and square footage of this Lease) after deduction
          (amortized over the term of the assignment or sublease) of Tenant's
          reasonable costs incurred by Tenant for (i) any changes, alterations
          or improvements to the Premises made by Tenant or any improvement
          allowances paid therefor by Tenant in connection with the Transfer and
          (ii) any leasing brokerage commissions in connection with the
          Transfer, Tenant will pay fifty percent (50%) of the excess to
          Landlord as additional Rent promptly upon receipt.

     13.2 In the event of a proposed assignment or subletting of Seventy-Five
          percent (75%) or more of the Premises in the aggregate for the
          remaining term of the Lease, Landlord shall also have the right, by
          notice to Tenant, to terminate this Lease in the event of an
          assignment as to all of the Premises and, in the event of a sublease,
          as to the subleased portion of the Premises and to require that all or
          part, as the case may be, of the Premises be surrendered to Landlord
          for the balance of the Term (collectively "Recapture the Lease").
          Notwithstanding the previous sentence, if, before entering into a
          proposed assignment or sublease, Tenant gives


                                       23
<PAGE>


          written notice to Landlord of Tenant's intention to sublease or
          assign, and Landlord does not, within five (5) business days after
          Landlord's actual receipt of such written notice and all information
          requested by Landlord relating to such proposed assignment or
          subletting, inform Tenant that Landlord intends to Recapture the
          Lease, then Landlord may not Recapture the Lease by reason of such
          proposed assignment or subletting, provided that: (i) if Landlord
          consents to the proposed assignment or subletting, Tenant shall
          complete such assignment or sublease within one hundred twenty (120)
          days after the end of such 15 day period, and (ii) nothing contained
          in this Section 13.2 shall be deemed to waive any of Landlord's rights
          to approve or disapprove a Transfer as provided in Section 13.1 of
          this Lease.

14.  EMINENT DOMAIN

     In the event any portion of the Premises is taken from Tenant under eminent
     domain proceedings, Tenant shall have no right, title or interest in any
     award made for such taking, except for any separate award for fixtures and
     improvements installed by Tenant and which have not become the property of
     Landlord. If ten percent (10%) or more of the Premises or Building shall be
     taken by power of eminent domain or condemned by any competent authority
     for any public or quasi-public use or purpose, or if Landlord shall grant a
     deed or other instrument in lieu of such taking by eminent domain or
     condemnation, Landlord shall have the option to terminate this Lease upon
     ninety (90) days notice, provided such notice is given no later than one
     hundred eighty (180) days after the date of such taking, condemnation,
     reconfiguration, vacation, deed or other instrument. Tenant hereby waives
     any and all rights it might otherwise have pursuant to Section 1265.130 of
     the California Code of Civil Procedure.

15.  WAIVER AND SEVERABILITY

     15.1 The consent of Landlord in any instance to any variation of the terms
          of this Lease, or the receipt of Rent with knowledge of any breach,
          shall not be deemed to be a waiver as to any breach of any Lease
          covenant or condition, nor shall any waiver occur to any provision of
          this Lease except in writing, mutually executed by Landlord or
          Landlord's authorized agent and Tenant or Tenant's authorized agent.
          The waiver or relinquishment by Landlord or Tenant of any right or
          power contained in this Lease at any one time or times shall not be
          considered a waiver or relinquishment of any right or power at any
          other time or times. If Tenant tenders payment to Landlord of an
          amount which is less than the Rent then due to Landlord, at Landlord's
          option, Landlord may reject such tender, and such tender shall be void
          and of no effect, or Landlord may accept such tender, without
          prejudice to Landlord's right to demand the balance due. This Lease
          constitutes the entire agreement of the parties and supersedes any and
          all prior or contemporaneous written or oral negotiations,
          correspondence, understandings and agreements between the parties
          respecting the subject matter hereof. No supplement, modification or
          amendment to this Lease shall be binding unless executed in writing by
          both parties.

     15.2 If any term or provision of this Lease or any application shall be
          invalid or unenforceable, then the remaining terms and provisions of
          this Lease shall not be affected.



                                       24
<PAGE>


16.  USE OF COMMON FACILITIES

     As used in this Lease, "Common Areas" shall mean all areas within the
     Project which are available for the common use of tenants of the Project
     and which are not leased or held for the exclusive use of Tenant or any
     other tenant. Common Areas include without limitation parking areas and
     driveways, sidewalks, loading areas, lobbies, stairways, elevators, access
     road, corridors, landscaped and planted areas. Use of the Common Areas may
     be restricted by Landlord from time to time for purposes of repairs or
     renovations.

17.  SERVICES

     17.1 Landlord shall furnish to the Premises throughout the Term (i)
          electricity, heating and air conditioning appropriate for the Tenant's
          use during the hours specified in Section 1.14, except for legal
          holidays, observed by the federal government, (ii) reasonable
          janitorial service, (iii) regular trash removal from the Premises,
          (iv) hot and cold water from points of supply, (v) restrooms as
          required by applicable code, and (vi) elevator service, provided that
          Landlord shall have the right to remove such elevators from service as
          may be reasonably required for moving freight or for servicing or
          maintaining the elevators or the Building. (Notwithstanding the
          preceding, water, electricity and elevator service shall be available
          at all times, with adjustments as deemed appropriate by Landlord.) The
          cost of all services provided by Landlord shall be included within
          Operating Costs, unless charged directly (and not as a part of
          Operating Costs) to Tenant or another tenant of the Building. Landlord
          agrees to furnish landscaping and grounds maintenance for the areas
          used in common by the tenants of the Building. Services shall be
          furnished by Landlord and reimbursed by Tenant as part of Operating
          Costs; however, Landlord shall be under no responsibility or liability
          for failure or interruption in such services caused by breakage,
          accident, strikes, repairs or for any other causes beyond the control
          of Landlord, nor in any event for any indirect or consequential
          damages; and failure or omission on the part of Landlord to furnish
          service shall not be construed as an eviction of Tenant, nor work an
          abatement of Rent, nor render Landlord liable in damages, nor release
          Tenant from prompt fulfillment of any of the covenants under this
          Lease.

     17.2 If Tenant requires or requests that the services to be furnished by
          Landlord (except Building standard electricity and elevator service)
          be provided during periods in addition to the periods set forth in
          Section 1.14, then Tenant shall obtain Landlord's consent and, if
          consent is granted, shall pay upon demand the cost of such excess
          consumption, the cost of the installation, operation, and maintenance
          of equipment which is installed in order to supply or meter such
          excess consumption, and the cost of the increased wear and tear on
          existing equipment caused by such excess consumption. Landlord may,
          from time to time during the Term, set a per hour charge for
          after-hours service which shall include the cost of utility service,
          labor costs, administrative costs and a cost for depreciation of the
          equipment used to provide after-hours service.

     17.3 All telephone, electricity, gas, heat and other utility service
          furnished to the Premises shall be paid for by Tenant except to the
          extent the cost is included within Operating Costs. Landlord reserves
          the right to separately meter or monitor the utility services provided
          to the Premises. The cost of any meter shall be borne by Tenant if, in
          Landlord's reasonable judgment, Tenant maybe using a disproportionate
          share of one or more utilities.


                                       25
<PAGE>


     17.4 In the event that Tenant is prevented from using, and does not use,
          the Premises or any portion thereof, as a result of (i) any repair,
          maintenance or alteration performed by Landlord, or which Landlord
          failed to perform, after the Commencement Date and required by the
          Lease, which substantially interferes with Tenant's use of the
          Premises, or (ii) any failure to provide services, utilities or access
          to the Premises, which substantially interferes with Tenant's use of
          the Premises (either such set of circumstances as set forth in items
          (i) or (ii), above, to be known as an "Abatement Event"), then Tenant
          shall give Landlord notice of such Abatement Event, and if such
          Abatement Event continues for five (5) consecutive business days after
          Landlord's receipt of any such notice or ten (10) business days after
          Landlord's receipt of any such notice in any twelve (12) month period
          (the "Eligibility Period"), then Tenant's Periodic Rent and Tenant's
          obligation to pay for parking shall be abated or reduced, as the case
          may be, after expiration of the Eligibility Period for such time that
          Tenant continues to be so prevented from using, and does not use, the
          Premises or a portion thereof, in the proportion that the rentable
          area of the portion of the Premises that Tenant is prevented from
          using, and does not use, bears to the total rentable area of the
          Premises; provided, however, in the event that Tenant is prevented
          from using, and does not use, a portion of the Premises for a period
          of time in excess of the Eligibility Period and the remaining portion
          of the Premises is not sufficient to allow Tenant to effectively
          conduct its business therein, and if Tenant does not conduct its
          business from such remaining portion, then for such time after
          expiration of the Eligibility Period during which Tenant is so
          prevented from effectively conducting its business therein, Tenant's
          Periodic Rent and Tenant's obligation to pay for parking for the
          entire Premises shall be abated for such time as Tenant continues to
          be so prevented from using, and does not use, the Premises. If,
          however, Tenant reoccupies any portion of the Premises during such
          period, the rent allocable to such reoccupied portion, based on the
          proportion that the rentable area of such reoccupied portion of the
          Premises bears to the total rentable area of the Premises, shall be
          payable by Tenant from the date Tenant reoccupies such portion of the
          Premises. Such right to abate Periodic Rent shall be Tenant's sole and
          exclusive remedy at law or in equity for an Abatement Event. Except as
          provided in this Section 17.4, nothing contained herein shall be
          interpreted to mean that Tenant is excused from paying Rent otherwise
          due under this Lease.

18.  ENTRY OF LANDLORD

     Landlord reserves the right to enter upon the Premises at all reasonable
     times, upon twenty-four (24) hours prior notice (except as provided below)
     and reserves the right, during the last six (6) months of the Term, to show
     the Premises at reasonable times to prospective tenants and to affix for
     lease/rent signs to the Building at the Landlord's discretion. Landlord
     may, without prior notice to Tenant, enter the Premises at any time for
     purposes of repair or maintenance of the Premises or any portion of the
     Project, or for the health, safety or protection of any person or property.
     If deemed appropriate by Landlord for the health, safety or protection of
     person or property, Tenant shall, upon notice from Landlord, vacate the
     Premises as Landlord directs.


                                       26
<PAGE>


19.  INTENTIONALLY OMITTED

20.  SUBORDINATION AND ATTORNMENT

     This Lease is subject and subordinate to all ground or underlying leases
     and to any first mortgage(s) which may now or hereafter affect those leases
     or the land and to all renewals, modifications, consolidations,
     replacements and extensions thereof. This subordination shall be
     self-operative; however, Tenant shall execute and deliver within five (5)
     business days any commercially reasonable instrument that Landlord or any
     first mortgagee may request confirming subordination. Before any
     foreclosure sale under a mortgage, the mortgagee shall have the right to
     subordinate the mortgage to this Lease, and, in the event of a foreclosure,
     this Lease may continue in full force and effect and Tenant shall attorn to
     and recognize as its landlord the purchaser of Landlord's interest under
     this Lease. Tenant shall, upon the request of a mortgagee or purchaser at
     foreclosure, execute, acknowledge and deliver any commercially reasonable
     instrument that has for its purpose and effect the subordination of the
     lien of any mortgage to this Lease or Tenant's attainment to the purchaser.

21.  ESTOPPEL CERTIFICATES

     Tenant shall at any time upon not less than ten (10) days prior written
     notice from Landlord execute, acknowledge and deliver to Landlord 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 to which the Periodic Rent is paid in
     advance, if any, and (ii) acknowledging that there are not, to Tenant's
     knowledge, any uncured Landlord defaults, or specifying such defaults if
     any are claimed. Any such statement may be conclusively relied upon by a
     prospective purchaser or encumbrances of the Premises. Tenant's failure to
     deliver this statement within such ten (10) day period shall be conclusive
     upon Tenant (i) that this Lease is in full force, without modification
     except as may be represented by Landlord, (ii) that there are no uncured
     defaults in Landlord's performance, and (iii) that not more than one
     month's Base Rent has been paid in advance. If Landlord desires to finance
     or refinance the Project, or any part thereof, Tenant agrees to deliver to
     any lender designated by Landlord such financial statements or other
     information concerning Tenant as may be reasonably required by that lender,
     including the past two years' financial statements. All such financial
     statements shall be received by Landlord in confidence and shall be used
     only for the specified purposes.

22.  BUILDING RULES AND REGULATIONS

     Tenant agrees to abide by all rules and regulations of the Building imposed
     by Landlord. These regulations, presented as Exhibit D, are imposed for the
     cleanliness, good appearance, proper maintenance, good order and reasonable
     use of the Premises and the Building, and as may be reasonably necessary
     for the proper enjoyment of the Building by all tenants and their clients,
     customers and employees. The rules and regulations may be changed from time
     to time by the Landlord on reasonable notice to Tenant.


                                       27
<PAGE>


23.  NOTICES

     All notices or other communications between the parties shall be in writing
     and shall be deemed duly given, (i) on the date of delivery, if delivered
     in person, (ii) upon the earlier of receipt, if mailed by certified or
     registered mail, or three (3) days after certified or registered mailing,
     return receipt requested, postage prepaid, addressed and sent to the
     parties at their addresses set forth in Sections 1.15 and 1.16, or (iii)
     the date of delivery, if delivered to the parties at their addresses set
     forth in Sections 1.15 and 1.16 by a nationally recognized overnight
     courier. Landlord and Tenant may from time to time by written notice to the
     other designate another address for receipt of future notices.

24.  EVENTS OF DEFAULT

     24.1 TENANT DEFAULT. Each of the following shall constitute an "Event of
          Default": (i) Tenant fails to pay Rent within five (5) days following
          receipt of written notice that such Rent is due, (ii) Tenant fails to
          observe or perform any other Lease term, condition, obligation or
          covenant binding upon, or required of Tenant, within thirty (30) days
          after notice from Landlord, provided if the nature of such default is
          such that the same cannot be reasonably cured within such thirty (30)
          day period, Tenant shall not be in default hereunder if Tenant
          commences to cure such default within such thirty (30) day period, and
          diligently continues to cure and cures such default within a
          reasonable period thereafter, (iii) Tenant or any guarantor of this
          Lease makes or consents to a general assignment for the benefit of
          creditors or a common law composition of creditors, or a receiver of
          the Premises or all or substantially all of Tenant's or guarantor's
          assets is appointed, (iv) Tenant or any guarantor files a voluntary
          petition in any bankruptcy or insolvency proceeding, or an involuntary
          petition in any bankruptcy or insolvency proceeding is filed against
          Tenant or any guarantor, and is not discharged by Tenant or the
          guarantor within sixty (60) days, or (v) there is a Transfer (as
          defined in Article 13) of the Premises or the Lease by Tenant, without
          the prior written consent of Landlord as required by Article 13.

     24.2 LANDLORD DEFAULT. Notwithstanding anything to the contrary set forth
          in this Lease, Landlord shall be in default in the performance of any
          obligation required to be performed by Landlord pursuant to this Lease
          if (i) in the event a failure by Landlord is with respect to the
          payment of money, Landlord fails to pay such unpaid amounts within
          five (5) business days of written notice from Tenant that the same was
          not paid when due, or (ii) in the event a failure by Landlord is other
          than the obligation to pay money, Landlord fails to perform such
          obligation within thirty (30) days after the receipt of notice from
          Tenant specifying in detail Landlord's failure to perform; provided,
          however, if the nature of Landlord's obligation is such that more than
          thirty (30) days are required for its performance, then Landlord shall
          not be in default under this Lease if it shall commence such
          performance within such thirty (30) day period and thereafter
          diligently pursue the same to completion. Upon any such default by
          Landlord under this Lease, Tenant may, except as otherwise
          specifically provided in this Lease to the contrary, exercise any of
          its rights provided at law or in equity.


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<PAGE>


25.  LANDLORD'S REMEDIES

     25.1 Upon the occurrence of an Event of Default, Landlord, at its option,
          without further notice or demand to Tenant, shall have in addition to
          all other rights and remedies provided in this Lease, at law or in
          equity, the option to pursue any one or more of the following
          remedies, each and all of which shall be cumulative and nonexclusive,
          without any notice or demand whatsoever.

          25.1.1 Terminate this Lease, in which event Tenant shall immediately
               surrender the Premises to Landlord, and if Tenant fails to do so,
               Landlord may, without prejudice to any other remedy which it may
               have for possession or arrearages in Rent, enter upon and take
               possession of the Premises and expel or remove Tenant and any
               other person who may be occupying the Premises or any part
               thereof, without being liable for prosecution or any claim or
               damages therefor; and Landlord may recover from Tenant the
               following:

               25.1.1.1 The worth at the time of award of any unpaid rent which
                    has been earned at the time of such termination; plus

               25.1.1.2 The worth at the time of award of the amount by which
                    the unpaid rent which would have been earned after
                    termination until the time of award exceeds the amount of
                    such rental loss that Tenant proves could have been
                    reasonably avoided; plus

               25.1.1.3 The worth at the time of award of the amount by which
                    the unpaid rent for the balance of the Term after the time
                    of award exceeds the amount of such rental loss that Tenant
                    proves could have been reasonably avoided; plus

               25.1.1.4 Any other amount necessary to compensate Landlord for
                    all the detriment proximately caused by Tenant's failure to
                    perform its obligations under this Lease or which in the
                    ordinary course of things would be likely to result
                    therefrom, specifically including but not limited to,
                    brokerage commissions and advertising expenses incurred,
                    expenses of remodeling the Premises or any portion thereof
                    for a new tenant, whether for the same or a different use,
                    and any special concessions made to obtain a new tenant; and

               25.1.1.5 At Landlord's election, such other amounts in addition
                    to or in lieu of the foregoing as may be permitted from time
                    to time by applicable law.

     The term "RENT" as used in this Section 25.1 shall be deemed to be and to
     mean all sums of every nature required to be paid by Tenant pursuant to the
     terms of this Lease, whether to Landlord or to others, including, without
     limitation, late charges and interest. As used in Sections 25.1.1(i) and
     (ii), above, the "worth at the time of award" shall be computed by allowing
     interest at the rate set forth in Section 25.3, below, but in no case
     greater than the maximum amount of such interest permitted by law. As used
     in Section 25.1.1(iii) above, the "worth at the time of award" shall be
     computed by discounting such amount at the discount rate of the Federal
     Reserve Bank of San Francisco at the time of award plus one percent (1%).

               25.1.2 Landlord shall have the remedy described in California
                    Civil Code Section 1951.4 (lessor may continue lease in
                    effect after lessee's breach and abandonment and recover
                    rent as it becomes due, if lessee has the right to sublet or
                    assign, subject only to


                                       29
<PAGE>


                    reasonable limitations). Accordingly, if Landlord does not
                    elect to terminate this Lease on account of any default by
                    Tenant, Landlord may, from time to time, without terminating
                    this Lease, enforce all of its rights and remedies under
                    this Lease, including the right to recover all rent as it
                    becomes due.

     25.2 Whether or not Landlord elects to terminate this Lease on account of
          any default by Tenant, as set forth in this Article 25, Landlord shall
          have the right to terminate any and all subleases, licenses,
          concessions or other consensual arrangements for possession entered
          into by Tenant and affecting the Premises or may, in Landlord's sole
          discretion, succeed to Tenant's interest in such subleases, licenses,
          concessions or arrangements. In the event of Landlord's election to
          succeed to Tenant's interest in any such subleases, licenses,
          concessions or arrangements, Tenant shall, as of the date of notice by
          Landlord of such election, have no further right to or interest in the
          rent or other consideration receivable thereunder.

     25.3 If Tenant fails to pay any Rent within five (5) days after the Rent
          becomes due and payable, Tenant shall pay to Landlord a late charge
          often percent (10%) of the amount of overdue Rent. In addition, any
          late Rent payment shall bear interest from the date that Rent became
          due and payable to the date of payment by Tenant at the interest rate
          of fifteen percent (15%) per annum, provided that in no case shall
          such rate be higher than the highest rate permitted by applicable law.
          Late charges and interest shall be due and payable within two (2) days
          after written demand from Landlord.

26.  RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT

     If an Event of Default occurs, then Landlord may (but shall not be
     obligated to) make such payment or do such act to cure the Event of
     Default, and charge the expense, together with interest, at the interest
     rate set forth in Section 25.3, to Tenant. Payment for the cure shall be
     due and payable by the Tenant upon demand; however, the making of any
     payment or the taking of such action by Landlord shall not be deemed to
     cure the Event of Default or to stop Landlord from the pursuit of any
     remedy to which Landlord would otherwise be entitled.

27.  COMPLIANCE WITH LAW

     Tenant shall not do anything or suffer anything to be done in or about the
     Premises which will in any way conflict with any law, statute, ordinance or
     other governmental rule, regulation, guideline or requirement now in force
     or which may hereafter be enacted or promulgated. At its sole cost and
     expense, Tenant shall promptly comply with all such governmental measures,
     including, but not limited to, such measures set forth in Article 41 of
     this Lease, below, other than the making of structural changes or changes
     to the Building's life safety system, which shall be the sole obligation of
     Landlord, except to the extent any such structural changes are required as
     a result of Tenant's use of the Premises for other than general office uses
     and/or as a result of any Alterations or Tenant Improvements installed by
     or on behalf of Tenant. Should any standard or regulation now or hereafter
     be imposed on Landlord or Tenant by a state, federal or local governmental
     body charged with the establishment, regulation and enforcement of
     occupational, health or safety standards for employers, employees,
     landlords or tenants, then Tenant agrees, at its sole cost and expense, to
     promptly cause the Premises to comply with such standards or regulations.
     The judgment of any court of competent jurisdiction or the admission of
     Tenant in



                                       30
<PAGE>


     any judicial action, regardless of whether Landlord is a party thereto,
     that Tenant has violated any of said governmental measures, shall be
     conclusive of that fact as between Landlord and Tenant.

28.  BENEFIT

     Subject to the provisions of Article 13 hereof, the rights, duties and
     liabilities created hereunder shall inure to the benefit of and be binding
     upon the parties hereto, their heirs, personal representatives, successors
     and assigns.

29.  PROHIBITION AGAINST RECORDING

     Except as provided in this Lease, neither this Lease, nor any memorandum,
     affidavit or other writing with respect thereto, shall be recorded by
     Tenant or by anyone acting through, under, or on behalf of Tenant, and the
     recording thereof in violation of this provision shall make this Lease null
     and void at Landlord's election.

30.  TRANSFER OF LANDLORD'S INTEREST

     Tenant acknowledges that Landlord has the right to transfer all or any
     portion of its interest in the Project and Building and in this Lease, and
     Tenant agrees that in the event of any such transfer and a transfer of the
     security deposit, Landlord shall automatically be released from all
     liability under this Lease and Tenant agrees to look solely to such
     transferee for the performance of Landlord's obligations hereunder after
     the date of transfer. Tenant further acknowledges that Landlord may assign
     its interest in this Lease to a mortgage lender as additional security and
     agrees that such an assignment shall not release Landlord from its
     obligations hereunder and that Tenant shall continue to look to Landlord
     for the performance of its obligations hereunder.

31.  FORCE MAJEURE

     Any prevention, delay or stoppage due to strikes, lockouts, labor disputes,
     acts of God, inability to obtain services, labor or materials or reasonable
     substitutes therefore, governmental actions, acts of terrorism, civil
     commotions, fire or other casualty, and other causes beyond the reasonable
     control of the party obligated to perform (collectively, the "Force
     Majeure"), except with respect to the obligations imposed with regard to
     Rent and other charges to be paid by Tenant pursuant to this Lease, and
     Tenant's obligations under Articles 10, 11 and 27 of this Lease
     notwithstanding anything to the contrary contained in this Lease, shall
     excuse the performance of such party for a period equal to any such
     prevention, delay, or stoppage and, therefore, if this Lease specifies a
     time period for performance of an obligation of either party, that time
     period shall be extended by the period of any delay in such party's
     performance caused by a Force Majeure.

32.  LANDLORD EXCULPATION

     It is expressly understood and agreed that notwithstanding anything in this
     Lease to the contrary, and notwithstanding any applicable law to the
     contrary, the liability of Landlord hereunder (including any successor
     landlord) and any recourse by Tenant against Landlord shall


                                       31
<PAGE>


     be limited solely and exclusively to the interest of Landlord in and to the
     Project and Building, and neither Landlord, nor any of its constituent
     partners, shall have any personal liability therefor, and Tenant hereby
     expressly waives and releases such personal liability on behalf of itself
     and all persons claiming by, through or under Tenant. Under no
     circumstances shall Landlord be liable for injury to Tenant's business or
     for any loss of income or profit therefrom.

     This Lease is being executed by CB Richard Ellis Investors LLC ("CB Richard
     Ellis") on behalf of Landlord. No present or future officer, director,
     employee, trustee, partner, member, manager, retirant, beneficiary,
     internal investment contractor, investment manager or agent of Landlord
     shall have any personal liability, directly or indirectly, and recourse
     shall not be had against any such officer, director, employee, trustee,
     partner, member, manager, retirant, beneficiary, internal investment
     contractor, investment manager or agent under or in connection with this
     Lease or any other document or instrument heretofore or hereafter executed
     in connection with this Lease. Tenant hereby waives and releases any and
     all such personal liability and recourse. The limitations of liability
     provided in this ARTICLE 32 are in addition to, and not in limitation of,
     any limitation on liability applicable to Landlord provided by law or in
     any other contract, agreement or instrument. Tenant further acknowledges
     that CB Richard Ellis has entered into this Lease as agent for Landlord and
     Tenant agrees that all persons dealing with CB Richard Ellis must look
     solely to Landlord (for which CB Richard Ellis is acting as agent) for the
     enforcement of any claims arising under this Lease (subject to the
     limitations upon Landlord's liability set forth above), as neither CB
     Richard Ellis nor any of its affiliated entities (including, but not
     limited to CB Richard Ellis, Inc. and CB Richard Ellis Services, Inc.) nor
     any of their respective officers, directors, agents, managers, trustees,
     employees, members, investment managers, partners or shareholders assume
     any personal, corporate, partnership, limited liability company, or other
     liability for any of the obligations entered into by CB Richard Ellis as
     agent for Landlord.

33.  BUILDING RENOVATIONS

     Tenant hereby acknowledges that Landlord is currently renovating or may
     during the Term renovate, improve, alter, or modify (collectively, the
     "Renovations") the Building and/or the Premises, which Renovations may
     include, without limitation, (i) installing sprinklers in the Common Areas
     and tenant spaces, (ii) modifying the Common Areas and tenant spaces to
     comply with applicable laws and regulations, including regulations relating
     to the physically disabled, and (iii) installing new carpeting, lighting,
     and wall coverings in the Common Areas. Tenant hereby agrees that such
     Renovations shall in no way constitute a constructive eviction of Tenant
     nor entitle Tenant to any abatement of Rent. Landlord shall have no
     responsibility, or for any reason be liable, to Tenant for any injury to or
     interference with Tenant's business arising from the Renovations, nor shall
     Tenant be entitled to any compensation or damages from Landlord for loss of
     the use of the whole or any part of the Premises or of tenant's personal
     property or improvements resulting from the Renovations, or for any
     inconvenience or annoyance occasioned by such Renovations.

34.  ATTORNEYS' FEES

     If either party commences litigation against the other for the specific
     performance of this Lease, for damages for breach hereof or otherwise for
     enforcement of any remedy hereunder, the


                                       32
<PAGE>


     parties hereto agree to, and hereby do waive any right to a trial by jury
     and, in the event of any such commencement of litigation, the prevailing
     party shall be entitled to recover from the other party such costs and
     reasonable attorney's fees as may have been incurred, as well as reasonable
     attorneys' fees and costs incurred in enforcing any judgment against the
     non-prevailing party.

35.  SURRENDER OF THE PREMISES

     Tenant shall peaceably surrender the Premises to Landlord on the Expiration
     Date or earlier termination of this Lease, in broom-clean condition and in
     as good condition as when Tenant took possession, including, without
     limitation, the repair of any damage to the Premises caused by the removal
     of any of Tenant's personal property or trade fixtures from the Premises,
     except for reasonable wear and tear and loss by fire or other casualty not
     caused by Tenant or its agents, and subject to Section 7.4. Subject to
     Section 7.4, any of Tenant's personal property left on or in the Premises,
     the Building or the Common Areas for more than five (5) days after the
     Expiration Date or earlier termination of this Lease shall be deemed to be
     abandoned without any further notice whatsoever to Tenant by Landlord, and,
     at Landlord's option, Landlord may dispose of said property in any manner
     it deems appropriate, without compensation to Tenant, and title shall pass
     to Landlord under this Lease. Landlord reserves the right to charge Tenant
     all reasonable costs incurred by Landlord for the removal, storage and
     disposition of any of Tenant's personal property left within any portion of
     the Project, after deducting any proceeds earned by Landlord through the
     disposition of said property, if any. Tenant hereby waives any rights it
     may have under Sections 1980 through 1991 of the California Civil Code, or
     any other statutes of similar import.

36.  HOLDING OVER

     In the event that Tenant shall not immediately surrender the Premises to
     Landlord on the Expiration Date or earlier termination of this Lease,
     Tenant shall be deemed to be a month to month tenant upon all of the terms
     and provisions of this Lease, provided however, the monthly Base Rent shall
     be one hundred fifty percent (150%) of the monthly Base Rent in effect
     during the last month of the Term (except that if for such last month of
     the Term, there was a rent credit or abatement, then the month immediately
     prior thereto for which there was no such rent credit or abatement, shall
     be used instead). The provisions of this Article 36 shall not be deemed to
     limit or constitute a waiver of any other rights or remedies of Landlord
     provided herein or at law. If Tenant shall hold over after the Expiration
     Date or earlier termination of this Lease, and Landlord shall desire to
     regain possession of the Premises, then Landlord may forthwith re-enter and
     take possession of the Premises without process, or by any legal process in
     force in the State of California, and Tenant shall protect, defend,
     indemnify and hold Landlord harmless from all loss, costs (including
     reasonable attorneys' fees) and liability resulting from Tenant's holding
     over, including, without limiting the generality of the foregoing, any
     claims made by any succeeding tenant founded upon such failure to surrender
     and any lost profits to Landlord resulting therefrom.

37.  JOINT AND SEVERAL

     If there is more than one Tenant, the obligations imposed upon Tenant under
     this Lease shall be joint and several.



                                       33
<PAGE>


38.  GOVERNING LAW

     This Lease shall be construed and enforced in accordance with the laws of
     the State of California.

39.  SUBMISSION OF LEASE

     Submission of this instrument for examination or signature by Tenant does
     not constitute a reservation of or an option for lease, and it is not
     effective as a lease or otherwise until execution and delivery by both
     Landlord and Tenant.

40.  BROKERS

     Landlord and Tenant hereby warrant to each other that they have had no
     dealings with any real estate broker or agent in connection with the
     negotiation of this Lease, excepting only the real estate brokers or agents
     specified in Section 1.12 (the "Brokers"), and that they know of no other
     real estate broker or agent who is entitled to a commission in connection
     with this Lease. Each party agrees to indemnify and defend the other party
     against and hold the other party harmless from any and all claims, demands,
     losses, liabilities, lawsuits, judgments, and costs and expenses (including
     without limitation reasonable attorneys' fees) with respect to any leasing
     commission or equivalent compensation alleged to be owing on account of the
     indemnifying party's dealings with any real estate broker or agent other
     than the Brokers. The terms of this Article 40 shall survive the expiration
     or earlier termination of the Term.

41.  HAZARDOUS MATERIALS

     41.1 As used in this Lease, the term "Hazardous Material" means any
          flammable items, explosives, radioactive materials, biological
          material, hazardous or toxic substances, material or waste or related
          materials, including any substances defined as or included in the
          definition of "hazardous substances", "hazardous wastes," "infectious
          wastes," "hazardous materials" or "toxic substances" now or
          subsequently regulated under any federal, state or local laws or
          regulations including, without limitation, petroleum-based products,
          printing inks, acids, pesticides, asbestos, PCBs and similar
          compounds, mold, and including any different products and materials
          which are subsequently found to have adverse effects on the
          environment or the health and safety of persons.

     41.2 Tenant shall not cause or permit any Hazardous Material to accumulate,
          be generated, produced, brought upon, used, stored, treated or
          disposed of in or about the Premises or the Project by Tenant, its
          agents, employees, contractors, affiliates, sublessees or invitees.
          Tenant shall indemnify, defend and hold Landlord harmless from all
          actions (including, without limitation, remedial or enforcement
          actions of any kind, and administrative or judicial proceedings and
          orders or judgments), costs, claims, damages (including punitive
          damages), expenses (including, attorneys', consultants' and experts'
          fees, court costs) amounts paid in settlement, fines, forfeitures or
          other civil, administrative or criminal penalties, injunctive or other
          relief, liabilities or losses arising from a breach of this
          prohibition by Tenant, its agents, employees, contractors, affiliates,
          sublessees or invitees. Upon expiration or earlier termination of this
          Lease, Tenant shall cause any Hazardous Materials arising out of or
          related to the use or occupancy of the Premises by Tenant or its
          agents, affiliates, customers, employees, business



                                       34
<PAGE>

          associates or assigns to be removed from the Premises and the Project
          and properly transported for use, storage or disposal in accordance
          with all applicable laws, regulations and ordinances.

     41.3 If, at any time during the Term of this Lease, Tenant knows, or has
          reasonable cause to believe, that any form of Hazardous Material has
          come to be located in, on or under the Premises, Tenant shall
          immediately give written notice of such fact to Landlord, and provide
          Landlord with a copy of any report, notice, claim or other
          documentation which Tenant has, if any, concerning the presence of
          such Hazardous Material.

42.  LANDLORD'S RESERVATIONS

     In addition to the other rights of Landlord under this Lease, Landlord
     reserves the right to change the street address and/or name of the Building
     without being deemed to be guilty of an eviction, actual or constructive,
     or a disturbance or interruption of the business of Tenant or Tenant's use
     or occupancy of the Premises.

43.  PARKING

     Tenant shall receive the use of the number of parking spaces set forth in
     Section 1.17 upon Tenant's compliance with all parking rules and
     regulations and upon payment of prevailing parking rates as in effect from
     time to time. Tenant shall have the right to lease from Landlord for the
     Tenant's use, additional spaces at the prevailing market rates established
     from time to time by Landlord, as and when made available to Tenant by
     Landlord. Tenant's parking rights and privileges are personal, and may not
     be assigned or transferred without Landlord's prior written consent, which
     consent Landlord may withhold in its reasonable discretion.

44.  INTENTIONALLY OMITTED

45.  CONFIDENTIALITY

     Tenant acknowledges and agrees that the terms of this Lease and any future
     amendments or other agreements in connection with this Lease are
     confidential and constitute proprietary information of Landlord. Disclosure
     of the terms could adversely affect the ability of Landlord to negotiate
     other leases and impair Landlord's relationship with other tenants.
     Accordingly, Tenant agrees that it, and its partners, agents,
     representatives, officers, directors, employees and attorneys, shall not
     disclose, either directly or indirectly, any of the terms or conditions of
     this Lease or any future amendments or other agreements in connection with
     this Lease, to any person or entity, except to personnel employed by
     Tenant, as reasonably necessary for Tenant's performance of its obligations
     under this Lease or for tax reporting purposes, and to prospective
     subtenants or assignees under this Lease. The preceding provisions of this
     paragraph shall not apply to, or bar or limit any legal action between
     Tenant and the Landlord to enforce this Lease.

46.  INTERPRETATION OF LEASE

     Landlord and Tenant have had the opportunity to review and revise this
     Lease. As such, this Lease shall be construed and interpreted as the joint
     work product of Landlord and Tenant and/or their attorneys. The rule of
     construction to the effect that any ambiguities are to be



                                       35
<PAGE>

     resolved against the drafting party shall not be employed in any
     interpretation of this Lease. This Lease and all of its terms shall be
     construed equally as to Landlord and Tenant.

47.  ACKNOWLEDGMENT, REPRESENTATION AND WARRANTY REGARDING PROHIBITED
     TRANSACTIONS

     Tenant hereby acknowledges that Landlord is a unit of the California State
     and Consumer Services Agency established pursuant to Title I, Division 1,
     Part 13 of the California Education Code, Sections 22000 et seq., as
     amended (the "Ed Code"). As a result, Landlord is prohibited from engaging
     in certain transactions with a "school district or other employing agency"
     or a "member, retirant or beneficiary" (as those terms are defined in the
     Ed Code). In addition, Landlord may be subject to certain restrictions and
     requirements under the Internal Revenue Code, 26 U.S.C. Section 1 et seq.
     (the "Code"). Accordingly, Tenant represents and warrants to Landlord that
     (a) Tenant is neither a school district or other employing agency nor a
     member, retirant or beneficiary; (b) has not made any contribution or
     contributions to Landlord; (c) neither a school district or other employing
     agency, nor a member, retirant or beneficiary, nor any person who has made
     any contribution to Landlord, nor any combination thereof, is related to
     Tenant by any relationship described in Section 267(b) of the Code; (d)
     neither CB Richard Ellis, its affiliates, related entities, agents,
     officers, directors or employees, nor any Landlord's trustee, agent,
     related entity, affiliate, employee or internal investment contractor (both
     groups collectively, "Landlord Affiliates") has received or will receive,
     directly or indirectly, any payment, consideration or other benefit from,
     nor does any Landlord Affiliate have any agreement or arrangement with
     Tenant or any person or entity affiliated with Tenant relating to the
     transactions contemplated by this Lease; and (e) no Landlord Affiliate has
     any direct or indirect ownership interest in Tenant or any person or entity
     affiliated with Tenant.




                                       36
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed or caused this Lease
to be executed by their authorized agents as of the Lease Date.


                                "LANDLORD":


                                CSDV, LIMITED PARTNERSHIP,
                                a Delaware limited partnership


                                By:    CB Richard Ellis Investors LLC,
                                       solely in its capacity as agent for
                                       CSDV, LIMITED PARTNERSHIP


                                By:.   /s/
                                       -----------------------------------------
                                       Authorized Signatory



                                By:.   /s/
                                       -----------------------------------------
                                       Authorized Signatory



                                "TENANT":


                                ASTOR CAPITAL, INC.,
                                a California corporation


                                By:.   /s/ Jacques Tizabi
                                       -----------------------------------------
                                       Jacquez Tizabi,
                                       President


                                By:.   /s/ Ali Moussavi
                                       -----------------------------------------
                                       Ali Moussavi
                                       Vice President



                                       37
<PAGE>

                                   EXHIBIT A


                                GRAPHIC OMITTED



                                       -1-
<PAGE>


                                    EXHIBIT B


                               TENANT WORK LETTER

     This Tenant Work Letter shall set forth the terms and conditions relating
to the construction of the tenant improvements in the Premises. This Tenant Work
Letter is essentially organized chronologically and addresses the issues of the
construction of the Premises, in sequence, as such issues will arise during the
actual construction of the Premises. All references in this Tenant Work Letter
to Articles or Sections of "this Lease" shall mean the relevant portion of
ARTICLES 1 through 47 of the Standard Form Office Lease to which this Tenant
Work Letter is attached as EXHIBIT B and of which this Tenant Work Letter forms
a part, and all references in this Tenant Work Letter to Sections of "this
Tenant Work Letter" shall mean the relevant portion of SECTIONS 1 through 6 of
this Tenant Work Letter.

                                   SECTION 1

                 LANDLORD'S INITIAL CONSTRUCTION IN THE PREMISES

1.1  BASE, SHELL AND CORE OF THE PREMISES AS CONSTRUCTED BY LANDLORD. Landlord
     has constructed, at its sole cost and expense, the base, shell, and core
     (i) of the Premises and (ii) of the floor of the Building on which the
     Premises is located (collectively, the "Base, Shell, and Core"). The Base,
     Shell and Core shall consist of those portions of the Premises which were
     in existence prior to the construction of the tenant improvements in the
     Premises for the prior tenant of the Premises. Subject to the terms of the
     Lease and this Tenant Work Letter, Tenant shall accept the Base, Shell and
     Core of the Premises in its As-Is condition as of the Commencement Date of
     the Lease.

                                   SECTION 2

                               TENANT IMPROVEMENTS

2.1  TENANT IMPROVEMENT ALLOWANCE. Tenant shall be entitled to a one-time tenant
     improvement allowance (the "Tenant Improvement Allowance") in the amount of
     $24.00 per usable square foot of the Premises for the costs relating to the
     initial design and construction of Tenant's improvements which are
     permanently affixed to the Premises (the "Tenant Improvements"). In
     addition, Landlord has prepared at its sole cost and expense one (1)
     preliminary space plan for the Premises. In no event shall Landlord be
     obligated to make disbursements pursuant to this Tenant Work Letter in a
     total amount which exceeds the Tenant Improvement Allowance and the amounts
     incurred for the preliminary space plan above. All Tenant Improvements for
     which the Tenant Improvement Allowance has been made available shall be
     deemed Landlord's property under the terms of the Lease.

2.2  DISBURSEMENT OF THE TENANT IMPROVEMENT ALLOWANCE. Except as otherwise set
     forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be
     disbursed by Landlord (each of which disbursements shall be made pursuant
     to Landlord's disbursement process) for costs related to the construction
     of the Tenant Improvements and for the following


                                   EXHIBIT B
                                       1
<PAGE>


     items and costs (collectively, the "Tenant Improvement Allowance Items"):
     (i) payment of the fees of the "Architect" and the "Engineers," as those
     terms are defined in SECTION 3.1 of this Tenant Work Letter, and payment of
     the fees incurred by, and the cost of documents and materials supplied by,
     Landlord and Landlord's consultants in connection with the preparation and
     review of the "Construction Drawings," as that term is defined in SECTION
     3.1 of this Tenant Work Letter; (ii) the cost of any changes in the Base,
     Shell and Core when such changes are required by the Construction Drawings;
     (iii) the cost of any changes to the Construction Drawings or Tenant
     Improvements required by all applicable building codes (the "Code"); (iv)
     the cost of any demolition of existing improvements in the Premises; (v)
     the "Landlord Supervision Fee", as that term is defined in SECTION 4.3.2 of
     this Tenant Work Letter; and (vi) a portion of the costs of the tenant
     demising walls and public corridor walls and materials, if any, as
     designated by Landlord.

2.3  STANDARD TENANT IMPROVEMENT PACKAGE. Landlord has established
     specifications (the "Specifications") for the Building standard components
     to be used in the construction of the Tenant Improvements in the Premises
     (collectively, the "Standard Improvement Package"), which Specifications
     shall be supplied to Tenant by Landlord. The quality of Tenant Improvements
     shall be equal to or of greater quality than the quality of the
     Specifications, provided that Landlord may, at Landlord's option, require
     the Tenant Improvements to comply with certain Specifications. Landlord may
     make changes to the Specifications for the Standard Improvement Package
     from time to time.

2.4  Notwithstanding anything in the foregoing to the contrary, Landlord agrees
     to bear any increased costs in the design or construction of the Tenant
     Improvements directly resulting from the presence of Hazardous Materials in
     the Premises and shall reimburse Tenant, in addition to and separate and
     apart from the Tenant Improvement Allowance, any additional hard
     construction costs incurred by Tenant because of the presence in the
     Premises of Hazardous Materials prior to the date Tenant constructs the
     Tenant Improvements. Any work necessary to remediate any Hazardous
     Materials which interferes with Tenant's construction of the Tenant
     Improvements shall be performed by Landlord at its sole cost.

                                   SECTION 3

                              CONSTRUCTION DRAWINGS

3.1  SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS. Tenant shall retain the
     architect/space planner designated by Landlord (the "Architect") to prepare
     the "Construction Drawings," as that term is defined in this SECTION 3.1.
     Tenant shall retain the engineering consultants designated by Landlord (the
     "Engineers") to prepare all plans and engineering working drawings relating
     to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and
     sprinkler work of the Tenant Improvements. The plans and drawings to be
     prepared by Architect and the Engineers hereunder shall be known
     collectively as the "Construction Drawings." All Construction Drawings
     shall comply with the drawing format and specifications as determined by
     Landlord, and shall be subject to Landlord's approval. Tenant and Architect
     shall verify, in the field, the dimensions and conditions as shown on the
     relevant portions of the base Building plans, and Tenant and Architect
     shall be solely responsible for the same, and Landlord shall have no
     responsibility in connection therewith. Landlord's review of the



                                    EXHIBIT B
                                        2
<PAGE>


     Construction Drawings as set forth in this SECTION 3, shall be for its sole
     purpose and shall not imply Landlord's review of the same, or obligate
     Landlord to review the same, for quality, design, Code compliance or other
     like matters. Accordingly, notwithstanding that any Construction Drawings
     are reviewed by Landlord or its space planner, architect, engineers and
     consultants, and notwithstanding any advice or assistance which may be
     rendered to Tenant by Landlord or Landlord's space planner, architect,
     engineers, and consultants, Landlord shall have no liability whatsoever in
     connection therewith and shall not be responsible for any omissions or
     errors contained in the Construction Drawings, and Tenant's waiver and
     indemnity set forth in this Lease shall specifically apply to the
     Construction Drawings.

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

3.3  FINAL WORKING DRAWINGS. On or before the date set forth in SCHEDULE 1,
     Tenant, the Architect and the Engineers shall complete the architectural
     and engineering drawings for the Premises, and the final architectural
     working drawings in a form which is complete to allow subcontractors to bid
     on the work and to obtain all applicable permits (collectively, the "Final
     Working Drawings") and shall submit the same to Landlord for Landlord's
     approval. Landlord shall, within ten (10) business days after Landlord's
     receipt of the Final Space Plan, advise Tenant of its approval or
     disapproval of the Final Space Plan. If Landlord disapproves the Final
     Space Plan, Tenant may resubmit the Final Space Plan to Landlord within
     three (3) business days, and Landlord shall approve or disapprove of the
     resubmitted Final Space Plan, within five (5) business days after Landlord
     receives such resubmitted Final Space Plan. Landlord's failure to timely
     respond to Tenant within any applicable response period referenced herein
     shall be deemed Landlord's approval of the Final Space Plan

3.4  PERMITS. The Final Working Drawings shall be approved by Landlord (the
     "Approved Working Drawings") prior to the commencement of the construction
     of the Tenant Improvements. Tenant shall immediately submit the Approved
     Working Drawings to the appropriate municipal authorities for all
     applicable building permits necessary to allow "Contractor," as that term
     is defined in SECTION 4.1, below, to commence and fully complete the
     construction of the Tenant Improvements (the "Permits"), and, in connection
     therewith, Tenant shall coordinate with Landlord in order to allow
     Landlord, at its option, to take part in all phases of the permitting
     process and shall supply Landlord, as soon as possible, with all plan check
     numbers and dates of submittal and obtain the Permits on or before the date
     set forth in SCHEDULE 1. Notwithstanding anything to the contrary set forth
     in this SECTION 3.4, Tenant hereby agrees that neither Landlord nor
     Landlord's consultants shall be responsible for obtaining any building
     permit or certificate of occupancy for the Premises and that the obtaining
     of the same shall be Tenant's responsibility; provided however that
     Landlord shall, in any event, cooperate with Tenant in executing permit
     applications and performing other ministerial acts reasonably necessary to
     enable Tenant to obtain any such permit or certificate of occupancy. No
     changes, modifications or alterations in the Approved Working Drawings may
     be made without the prior written consent of Landlord, provided that
     Landlord may withhold its consent, in its sole discretion, to any change in
     the Approved Working Drawings if such change would directly or


                                    EXHIBIT B
                                        3
<PAGE>


     indirectly delay the "Substantial Completion" of the Premises as that term
     is defined in SECTION 5.1 of this Tenant Work Letter.

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

                                   SECTION 4

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS

4.1  CONTRACTOR. A contractor designated by Landlord ("Contractor") shall
     construct the Tenant Improvements, provided, however, Landlord shall select
     at least three (3) qualified general contractors and competitively bid the
     Tenant Improvement work among such contractors, and provided Tenant shall
     have the right to designate LE Waters Construction as one of the three
     bidding contractors, subject to Landlord's reasonable approval of such
     contractors' qualifications. Each such Contractor shall be notified in the
     bidding package of the time schedule for construction of the Tenant
     Improvements. Landlord shall select the lowest bid (after adjustment for
     inconsistent assumptions) received from such contractors.

4.2  COST PROPOSAL. After the Approved Working Drawings are signed by Landlord
     and Tenant, Landlord shall provide Tenant with a cost proposal in
     accordance with the Approved Working Drawings, which cost proposal shall
     include, as nearly as possible, the cost of all Tenant Improvement
     Allowance Items to be incurred by Tenant in connection with the design and
     construction of the Tenant Improvements (the "Cost Proposal"). Tenant shall
     approve and deliver the Cost Proposal to Landlord within five (5) business
     days of the receipt of the same, and upon receipt of the same by Landlord,
     Landlord shall be released by Tenant to purchase the items set forth in the
     Cost Proposal and to commence the construction relating to such items. The
     date by which Tenant must approve and deliver the Cost Proposal to Landlord
     shall be known hereafter as the "Cost Proposal Delivery Date".
     Notwithstanding the foregoing, Tenant shall have the right to object to
     such Cost Proposal prior to the Cost Proposal Delivery Date by providing
     the Landlord with written notice of such objection. In the event Tenant so
     objects to the Cost Proposal, Tenant shall cause the Architect and/or
     Engineers to revise the Construction Drawings (the "Revised Construction
     Drawings") and, following the approval of the Revised Construction Drawings
     by Landlord and Tenant, Landlord shall submit a revised Cost Proposal (the
     "Revised Cost Proposal") to Tenant for its approval, provided any delay
     caused by such objection shall be deemed to be a tenant delay, subject to
     the terms of SECTION 5.2 below.


                                    EXHIBIT B
                                        4
<PAGE>


4.3  CONSTRUCTION OF TENANT IMPROVEMENTS BY CONTRACTOR UNDER THE SUPERVISION OF
     LANDLORD.

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

     4.3.2 LANDLORD'S RETENTION OF CONTRACTOR. Landlord shall independently
          retain Contractor, on behalf of Tenant, to construct the Tenant
          Improvements in accordance with the Approved Working Drawings and the
          Cost Proposal and Landlord shall supervise the construction by
          Contractor, and Tenant shall pay a construction supervision and
          management fee (the "Landlord Supervision Fee") to Landlord in an
          amount equal to the product of (i) four percent (4%) and (ii) an
          amount equal to the Tenant Improvement Allowance plus the Over-
          Allowance Amount (as such Over-Allowance Amount may increase pursuant
          to the terms of this Tenant Work Letter).

     4.3.3 CONTRACTOR'S WARRANTIES AND GUARANTIES. Landlord hereby assigns to
          Tenant all warranties and guaranties by Contractor relating to the
          Tenant Improvements, and Tenant hereby waives all claims against
          Landlord relating to, or arising out of the construction of, the
          Tenant Improvements.

     4.3.4 TENANT'S COVENANTS. Tenant hereby indemnifies Landlord for any loss,
          claims, damages or delays arising from the actions of Architect on the
          Premises or in the Building. Within ten (10) days after completion of
          construction of the Tenant Improvements, Tenant shall cause Contractor
          and Architect to cause a Notice of Completion to be recorded in the
          office of the County Recorder of the county in which the Building is
          located in accordance with Section 3093 of the Civil Code of the State
          of California or any successor statute and furnish a copy thereof to
          Landlord upon recordation, failing which, Landlord may itself execute
          and file the same on behalf of Tenant as Tenant's agent for such
          purpose. In addition, immediately after the Substantial Completion of
          the Premises, Tenant shall have prepared and delivered to the Building
          a copy of the "as built" plans and specifications (including all
          working drawings) for the Tenant Improvements.

                                   SECTION 5

         COMPLETION OF THE TENANT IMPROVEMENTS; LEASE COMMENCEMENT DATE

5.1  READY FOR OCCUPANCY. The Premises shall be deemed "Ready for Occupancy"
     upon the Substantial Completion of the Premises. For purposes of this
     Lease, "Substantial Completion" of the Premises shall occur upon the
     completion of construction of the Tenant Improvements in the Premises
     pursuant to the Approved Working Drawings, with the exception


                                    EXHIBIT B
                                        5
<PAGE>


     of any punch list items and any tenant fixtures, work-stations, built-in
     furniture, or equipment to be installed by Tenant or under the supervision
     of Contractor.

5.2  DELAY OF THE SUBSTANTIAL COMPLETION OF THE PREMISES. Except as provided in
     this SECTION 5.2, the Lease Commencement Date shall occur as set forth in
     the Lease and SECTION 5.1, above. If there shall be a delay or there are
     delays in the Substantial Completion of the Premises or in the occurrence
     of any of the other conditions precedent to the Lease Commencement Date, as
     set forth in the Lease, as a direct, indirect, partial, or total result of:

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

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

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

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

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

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

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

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

          then, notwithstanding anything to the contrary set forth in the Lease
          or this Tenant Work Letter and regardless of the actual date of the
          Substantial Completion of the Premises, the date of the Substantial
          Completion of the Premises shall be deemed to be the date the
          Substantial Completion of the Premises would have occurred if no
          Tenant delay or delays, as set forth above, had occurred, provided,
          however, that notwithstanding the foregoing, no Tenant delay shall be
          deemed to have occurred unless and until Landlord has provided prior
          written notice thereof to Tenant (the "Delay Notice"), specifying the
          action or inaction by Tenant which Landlord contends constitutes the
          Tenant delay and, if such action or inaction is not cured by Tenant
          within the limit of the grace period set forth herein below (the
          "Grace Period"), then a Tenant Delay as set forth in such Delay
          Notice, shall be deemed to have occurred commencing as of the date the
          Delay Notice is received by Tenant and continuing for the number of
          days the construction of Tenant Improvements is in fact delayed as a
          result of such action or inaction.


                                    EXHIBIT B
                                        6
<PAGE>


                                    SECTION 6

                                  MISCELLANEOUS

6.1  TENANT'S ENTRY INTO THE PREMISES PRIOR TO SUBSTANTIAL COMPLETION. Provided
     that Tenant and its agents do not interfere with Contractor's work in the
     Building and the Premises, Contractor shall allow Tenant access to the
     Premises prior to the Substantial Completion of the Premises for the
     purpose of Tenant installing overstandard equipment or fixtures (including
     Tenant's data and telephone equipment) in the Premises. Prior to Tenant's
     entry into the Premises as permitted by the terms of this SECTION 6.1,
     Tenant shall submit a schedule to Landlord and Contractor, for their
     approval, which schedule shall detail the timing and purpose of Tenant's
     entry. Tenant shall hold Landlord harmless from and indemnify, protect and
     defend Landlord against any loss or damage to the Building or Premises and
     against injury to any persons caused by Tenant's actions pursuant to this
     SECTION 6.1.

6.2  FREIGHT ELEVATORS. Landlord shall, consistent with its obligations to other
     tenants of the Building, make the freight elevator reasonably available to
     Tenant in connection with initial decorating, furnishing and moving into
     the Premises.

6.3  TENANT'S REPRESENTATIVE. Tenant has designated Jacques Tizabi and Ali
     Moussavi as its joint representatives with respect to the matters set forth
     in this Tenant Work Letter, who, until further notice to Landlord, shall
     have full authority and responsibility to act on behalf of the Tenant as
     required in this Tenant Work Letter.

6.4  LANDLORD'S REPRESENTATIVE. Landlord has designated Scott Sheridan as its
     sole representative with respect to the matters set forth in this Tenant
     Work Letter, who, until further notice to Tenant, shall have full authority
     and responsibility to act on behalf of the Landlord as required in this
     Tenant Work Letter.

6.5  TENANT'S AGENTS. Tenant shall not be required to retain union
     subcontractors, laborers, materialmen, or suppliers.

6.6  TIME OF THE ESSENCE IN THIS TENANT WORK LETTER. Unless otherwise indicated,
     all references herein to a "number of days" shall mean and refer to
     calendar days. In all instances where Tenant is required to approve or
     deliver an item, if no written notice of approval is given or the item is
     not delivered within the stated time period, at Landlord's sole option, at
     the end of such period the item shall automatically be deemed approved or
     delivered by Tenant and the next succeeding time period shall commence.

6.7  TENANT'S LEASE DEFAULT. Notwithstanding any provision to the contrary
     contained in this Lease, if an event of default as described in the Lease,
     or a default by Tenant under this Tenant Work Letter, has occurred at any
     time on or before the Substantial Completion of the Premises, then (i) in
     addition to all other rights and remedies granted to Landlord pursuant to
     the Lease, Landlord shall have the right to withhold payment of all or any
     portion of the Tenant Improvement Allowance and/or Landlord may cause
     Contractor to cease the construction of the Premises (in which case, Tenant
     shall be responsible for any delay in the Substantial Completion of the
     Premises caused by such work stoppage as set forth in SECTION 5 of this
     Tenant Work


                                    EXHIBIT B
                                        7
<PAGE>


     Letter), and (ii) all other obligations of Landlord under the terms of this
     Tenant Work Letter shall be forgiven until such time as such default is
     cured pursuant to the terms of the Lease.




                                    EXHIBIT B
                                        8
<PAGE>


                             SCHEDULE 1 TO EXHIBIT B


                                 TIME DEADLINES

             DATES                             ACTIONS TO BE PERFORMED
             -----                             -----------------------
A.   September 19, 2003.                Final Space Plan to be completed
                                        by Tenant and delivered to Landlord.

B.   October 17, 2003.                  Tenant to deliver Final Working
                                        Drawings to Landlord.

C.   November 7, 2003.                  Tenant to deliver Permits to Contractor.

D.   Five (5) business days             Tenant to approve Cost Proposal and
     after the receipt of the           deliver Cost Proposal to Landlord.
     Cost Proposal by Tenant


                                  SCHEDULE 1 TO
                                    EXHIBIT B
                                       1
<PAGE>


                                    EXHIBIT C


                           NOTICE OF LEASE TERM DATES

To:
        ----------------------------
        ----------------------------
        ----------------------------
        ----------------------------

      Re:    Standard Form Office Lease dated _______________, 200___ between
             ____________________, a ____________________ ("Landlord"), and
             ____________________, a ____________________ ("Tenant") concerning
             Suite ______ on floor(s) ________ of the office building located at
             ________________________, _____________________, California.

Gentlemen:

     In accordance with the Standard Form Office Lease (the "Lease"), we wish to
advise you and/or confirm as follows:

     1. The Premises are substantially completed, and the Term shall commence on
or has commenced on ___________________ for a term of ____________________
ending on ________________________.

     2. Rent commenced to accrue on __________________, in the amount of
_______________.

     3. If the Commencement Date is other than the first day of the month, the
first billing will contain a pro rata adjustment. Each billing thereafter, with
the exception of the final billing, shall be for the full amount of the monthly
installment as provided for in the Lease.

     4. Your rent checks should be made payable to _______________
__________________ at ______________________________.

     5. The exact number of rentable square feet within the Premises is
__________ square feet.



                                    EXHIBIT C
                                        1
<PAGE>

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

                                "Landlord":



                                a
                                  ----------------------------------

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

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

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

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


Agreed to and Accepted as
of _______________, 200__.

"Tenant":


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

a
  ----------------------------------

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

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



                                    EXHIBIT C
                                        2
<PAGE>


                                    EXHIBIT D


                              RULES AND REGULATIONS

     Tenant shall faithfully observe and comply with the following Rules and
Regulations. Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the Project.

     1. Tenant shall not alter any lock or install any new or additional locks
or bolts on any doors or windows of the Premises without obtaining Landlord's
prior written consent. Tenant shall bear the cost of any lock changes or repairs
required by Tenant. Two keys will be furnished by Landlord for the Premises, and
any additional keys required by Tenant must be obtained from Landlord at a
reasonable cost to be established by Landlord.

     2. All doors opening to public corridors shall be kept closed at all times
except for normal ingress and egress to the Premises.

     3. Landlord reserves the right to close and keep locked all entrance and
exit doors of the Building during such hours as are customary for comparable
buildings in the greater Los Angeles area. Tenant, its employees and agents must
be sure that the doors to the Building are securely closed and locked when
leaving the Premises if it is after the normal hours of business for the
Building. Any tenant, its employees, agents or any other persons entering or
leaving the Building at any time when it is so locked, or any time when it is
considered to be after normal business hours for the Building, may be required
to sign the Building register. Access to the Building may be refused unless the
person seeking access has proper identification or has a previously arranged
pass for access to the Building. Landlord and his agents shall in no case be
liable for damages for any error with regard to the admission to or exclusion
from the Building of any person. In case of invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the Building or the Project during the continuance thereof by any means it deems
appropriate for the safety and protection of life and property.

     4. No furniture, freight or equipment of any kind shall be brought into the
Building without prior notice to Landlord. All moving activity into or out of
the Building shall be scheduled with Landlord and done only at such time and in
such manner as Landlord designates. No service deliveries (other than messenger
services) will be allowed between hours of 4:00 p.m. to 6:00 p.m., Monday
through Friday. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy property brought into the Building and
also the times and manner of moving the same in and out of the Building. Safes
and other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight.
Landlord will not be responsible for loss of or damage to any such safe or
property in any case. Any damage to any part of the Building, its contents,
occupants or visitors by moving or maintaining any such safe or other property
shall be the sole responsibility and expense of Tenant.


                                    EXHIBIT D
                                        1
<PAGE>


     5. Tenant shall not place or install in the Premises any file cabinets,
equipment or other property which may cause damage to the structure of the
Project or any portion thereof. If Tenant wishes to place or install file
cabinets, equipment or other property which may cause damage to the structure of
the Project or portion thereof, such placement or installation shall be deemed
to be "Alterations" as defined in ARTICLE 7 of the Lease, and Tenant shall
obtain the prior written consent of Landlord, and Tenant shall be responsible
for, and shall pay all associated costs and expenses with respect to all
structural engineering and modifications required to prevent any potential
damage to the structure of the Project.

     6. No furniture, packages, supplies, equipment or merchandise will be
received in the Building or carried up or down in the elevators, except between
such hours and in such specific elevator as shall be designated by Landlord.

     7. At no time shall Tenant bring onto, or permit to exist within, any
portion of the Premises or the Project, any firearm, explosive device, bomb, or
other weapon or dangerous object or device.

     8. The requirements of Tenant will be attended to only upon application at
the management office for the Project or at such office location designated by
Landlord. Employees of Landlord shall not perform any work or do anything
outside their regular duties unless under special instructions from Landlord.

     9. Tenant shall not disturb, solicit, or canvass any occupant of the
Project and shall cooperate with Landlord and its agents of Landlord to prevent
the same.

     10. The toilet rooms, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein. The expense of
any breakage, stoppage or damage resulting from the violation of this rule shall
be borne by the tenant who, or whose employees or agents, shall have caused it.

     11. Tenant shall not overload the floor of the Premises, nor mark, drive
nails or screws, or drill into the partitions, woodwork or plaster or in any way
deface the Premises or any part thereof without Landlord's prior written
consent.

     12. Except for vending machines intended for the sole use of Tenant's
employees and invitees, no vending machine or machines other than fractional
horsepower office machines shall be installed, maintained or operated upon the
Premises without the written consent of Landlord.

     13. Tenant shall not use or keep in or on the Premises, the Building, or
the Project any kerosene, gasoline or other inflammable or combustible fluid or
material.

     14. Tenant shall not without the prior written consent of Landlord use any
method of heating or air conditioning other than that supplied by Landlord.

     15. Tenant shall not use, keep or permit to be used or kept, any foul or
noxious gas or substance in or on the Premises, or permit or allow the Premises
to be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the Project by reason of


                                    EXHIBIT D
                                        2
<PAGE>


noise, nuisance, odors, or vibrations, or interfere in any way with other
tenants or those having business therein. Neither shall Tenant commit waste to
the Premises or the Project, or impair or interfere with the proper and economic
maintenance, operation and repair of the Project or any portion thereof.

     16. Unless otherwise agreed in writing by Landlord, Tenant shall not use or
allow any part of the Premises to be used for the storage, manufacturing or sale
of food or beverages or for the manufacture, retail sale or auction of
merchandise, goods or property of any kind, or as a school or classroom, or for
any unlawful or objectionable purpose.

     17. Tenant shall not bring into or keep within the Project, the Building or
the Premises any animals, birds, bicycles or other vehicles.

     18. No cooking shall be done or permitted on the Premises, nor shall the
Premises be used for the storage of merchandise, for lodging or for any
improper, objectionable or immoral purposes. Notwithstanding the foregoing,
Underwriters' laboratory-approved equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors, provided that such use is in accordance
with all applicable federal, state and city laws, codes, ordinances, rules and
regulations.

     19. Landlord will approve where and how telephone and telegraph wires are
to be introduced to the Premises. No boring or cutting for wires shall be
allowed without the consent of Landlord. The location of telephone, call boxes
and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.

     20. Landlord reserves the right to exclude or expel from the Project any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
these Rules and Regulations.

     21. Tenant, its employees and agents shall not loiter in or on the
entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any
Common Areas for the purpose of smoking tobacco products or for any other
purpose, nor in any way obstruct such areas, and shall use them only as a means
of ingress and egress for the Premises.

     22. Tenant shall not waste electricity, water or air conditioning and
agrees to cooperate fully with Landlord to ensure the most effective operation
of the Building's heating and air conditioning system, and shall refrain from
attempting to adjust any controls.

     23. Tenant shall store all its trash and garbage within the interior of the
Premises. No material shall be placed in the trash boxes or receptacles if such
material is of such nature that it may not be disposed of in the ordinary and
customary manner of removing and disposing of trash in the vicinity of the
Building without violation of any law or ordinance governing such disposal. All
trash, garbage and refuse disposal shall be made only through entry-ways and
elevators provided for such purposes at such times as Landlord shall designate.

     24. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.



                                    EXHIBIT D
                                        3
<PAGE>


     25. Tenant shall assume any and all responsibility for protecting the
Premises from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to the Premises closed.

     26. No awnings or other projection shall be attached to the outside walls
of the Building without the prior written consent of Landlord. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of the Premises without the prior written consent of
Landlord. All electrical ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be fluorescent and/or of a quality, type, design
and bulb color approved by Landlord. Tenant shall abide by Landlord's
regulations concerning the opening and closing of window coverings which are
attached to the windows in the Premises, if any, which have a view of any
interior portion of the Building or Common Areas.

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

     28. Tenant must comply with requests by Landlord concerning the informing
of their employees of items of importance to Landlord.

     29. Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant to be loaded, unloaded or parked in areas other than those
designated for such activities. Parking is prohibited in all areas not
designated therefor. Tenant shall comply with all directional signs and arrows
in the parking facility, and with all parking regulations and rules of the
parking service operator for the Project. Tenant acknowledges and agrees that
the parking service operator is a contractor and not an agent of Landlord. No
vehicle may be washed, serviced or repaired within the parking facility except
in an area (if any) specifically designated for such use. No inoperable vehicles
shall be kept in the parking facility.

     Landlord reserves the right at any time to change or rescind any one or
more of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord's judgment may from time to time
be necessary for the management, safety, care and cleanliness of the Premises,
Building, and the Project, and for the preservation of good order therein, as
well as for the convenience of other occupants and tenants therein. Landlord may
waive any one or more of these Rules and Regulations for the benefit of any
particular tenants, but no such waiver by Landlord shall be construed as a
waiver of such Rules and Regulations in favor of any other tenant, nor prevent
Landlord from thereafter enforcing any such Rules or Regulations against any or
all tenants of the Project. Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy
of the Premises.



                                    EXHIBIT D
                                        4
<PAGE>


                                    EXHIBIT E

                            FORM OF LETTER OF CREDIT

                       (Letterhead of a money center bank
                           acceptable to the Landlord)


_______________, 2000



[INSERT LANDLORD ADDRESS]

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

------------------------------------
Attention:
          --------------------------

Ladies and Gentlemen:

     We hereby establish our unconditional, irrevocable Letter of Credit and
authorize you to draw on us at sight for the account of
_____________________________________________, the aggregate amount of
_______________________________________________________.

     Funds under this Letter of Credit are available to the beneficiary hereof
as follows:

     Any or all of the sums hereunder may be drawn down at any time and from
time to time from and after the date hereof by CSDV, LIMITED PARTNERSHIP, a
Delaware limited partnership ("Beneficiary") when accompanied by this Letter of
Credit and a written statement signed by Beneficiary, certifying that
Beneficiary is entitled to draw upon this Letter of Credit and a sight draft
executed by Beneficiary. Partial drawings of this Letter of Credit are
permitted.

     This Letter of Credit is transferable in its entirety upon execution of our
transfer forms at no cost to Beneficiary. Should a transfer be desired, such
transfer will be subject to the return to us of this advice, together with
written instructions.

     The amount of each draft must be endorsed on the reverse hereof by the
negotiating bank. We hereby agree that this Letter of Credit shall be duly
honored upon presentation and delivery of the certification specified above.

     This Letter of Credit shall expire on ______________.

     Notwithstanding the above expiration date of this Letter of Credit, the
term of this Letter of Credit shall be automatically renewed for successive,
additional one (1) year periods unless, at least thirty (30) days prior to any
such date of expiration, the undersigned shall give written notice to
Beneficiary, by certified mail, return receipt requested and at the address set
forth above or at such other address as may be given to the undersigned by
Beneficiary, that this Letter of


                                    EXHIBIT E
                                        1
<PAGE>


Credit will not be renewed. Upon delivery of such notice, Beneficiary may draw
upon the entire amount of this Letter of Credit.

     This Letter of Credit is governed by the Uniform Customs and Practice for
Documentary Credits (1983 Revision), International Chamber of Commerce
Publication 400.

                                      Very truly yours,
                                      (Name of Issuing
                                      Bank)

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





                                    EXHIBIT E
                                        2