EXHIBIT 10.14


                                INDUSTRIAL LEASE
                              (Single Tenant; Net)
                               -------------------



                                     BETWEEN


                               THE IRVINE COMPANY


                                       AND


                       AMBASSADOR PERFORMANCE GROUP, INC.
     <PAGE>
                            INDEX TO INDUSTRIAL LEASE
                              (Single Tenant; Net)


     ARTICLE I.        BASIC LEASE PROVISIONS

     ARTICLE II.       PREMISES
       Section 2.1     Leased Premises
       Section 2.2     Acceptance of Premises
       Section 2.3     Building Name and Address
       Section 2.4     Right of First Offer
       Section 2.5     Right of First Offer to Purchase

     ARTICLE III.      TERM
       Section 3.1     General
       Section 3.2     Delay in Possession
       Section 3.3     Right to Extend the Lease Term

     ARTICLE IV.       RENT AND OPERATING EXPENSES
       Section 4.1     Basic Rent
       Section 4.2     Operating Expenses
       Section 4.3     Security Deposit

     ARTICLE V.        USES
       Section 5.1     Use
       Section 5.2     Signs
       Section 5.3     Hazardous Materials

     ARTICLE VI.       COMMON AREAS; SERVICES
       Section 6.1     Utilities and Services
       Section 6.2     Operation and Maintenance of Common Areas
       Section 6.3     Use of Common Areas
       Section 6.4     Parking
       Section 6.5     Changes and Additions by Landlord

     ARTICLE VII.      MAINTAINING THE PREMISES
       Section 7.1     Tenant's Maintenance and Repair
       Section 7.2     Landlord's Maintenance and Repair
       Section 7.3     Alterations
       Section 7.4     Mechanic's Liens
       Section 7.5     Entry and Inspection

     ARTICLE VIII.     TAXES AND ASSESSMENTS ON TENANT'S PROPERTY

     ARTICLE IX.       ASSIGNMENT AND SUBLETTING
       Section 9.1     Rights of Parties
       Section 9.2     Effect of Transfer
       Section 9.3     Sublease Requirements
       Section 9.4     Certain Transfers
     <PAGE>
     ARTICLE X.        INSURANCE AND INDEMNITY
       Section 10.1    Tenant's Insurance
       Section 10.2    Landlord's Insurance
       Section 10.3    Tenant's Indemnity
       Section 10.4    Landlord's Nonliability
       Section 10.5    Waiver of Subrogation

     ARTICLE XI.       DAMAGE OR DESTRUCTION
       Section 11.1    Restoration
       Section 11.2    Lease Governs

     ARTICLE XII.      EMINENT DOMAIN
       Section 12.1    Total or Partial Taking
       Section 12.2    Temporary Taking
       Section 12.3    Taking of Parking Area

     ARTICLE XIII.     SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS
       Section 13.1    Subordination
       Section 13.2    Estoppel Certificate
       Section 13.3    Financials

     ARTICLE XIV.      DEFAULTS AND REMEDIES
       Section 14.1    Tenant's Defaults
       Section 14.2    Landlord's Remedies
       Section 14.3    Late Payments
       Section 14.4    Right of Landlord to Perform
       Section 14.5    Default by Landlord
       Section 14.6    Expenses and Legal Fees
       Section 14.7    Waiver of Jury Trial
       Section 14.8    Satisfaction of Judgment
       Section 14.9    Limitation of Actions Against Landlord

     ARTICLE XV.       END OF TERM
       Section 15.1    Holding Over
       Section 15.2    Merger on Termination
       Section 15.3    Surrender of Premises; Removal of Property

     ARTICLE XVI.      PAYMENTS AND NOTICES

     ARTICLE XVII.     RULES AND REGULATIONS

     ARTICLE XVIII.    BROKER'S COMMISSION

     ARTICLE XIX.      TRANSFER OF LANDLORD'S INTEREST
     <PAGE>
     ARTICLE XX.       INTERPRETATION
       Section 20.1    Gender and Number
       Section 20.2    Headings
       Section 20.3    Joint and Several Liability
       Section 20.4    Successors
       Section 20.5    Time of Essence
       Section 20.6    Controlling Law
       Section 20.7    Severability
       Section 20.8    Waiver and Cumulative Remedies
       Section 20.9    Inability to Perform
       Section 20.10   Entire Agreement
       Section 20.11   Quiet Enjoyment
       Section 20.12   Survival

     ARTICLE XXI.      EXECUTION AND RECORDING
       Section 21.1    Counterparts
       Section 21.2    Corporate and Partnership Authority
       Section 21.3    Execution of Lease; No Option or Offer
       Section 21.4    Recording
       Section 21.5    Amendments
       Section 21.6    Executed Copy
       Section 21.7    Attachments

     ARTICLE XXII.     MISCELLANEOUS
       Section 22.1    Nondisclosure of Lease Terms
       Section 22.2    Guaranty
       Section 22.3    Changes Requested by Lender
       Section 22.4    Mortgagee Protection
       Section 22.5    Covenants and Conditions
       Section 22.6    Security Measures


     EXHIBITS
       Exhibit A       Description of the Premises
       Exhibit B       Environmental Questionnaire
       Exhibit C       Landlord's Disclosures
       Exhibit D       Insurance Requirements
       Exhibit E       Rules and Regulations
       Exhibit X       Work Letter
       Exhibit Y       Project Site Plan
     <PAGE>
                                INDUSTRIAL LEASE
                              --------------------
                              (Single Tenant; Net)


     THIS LEASE is made as of the______________ day of ______________,
     19______, by and between THE IRVINE COMPANY, hereafter called
     "Landlord," and AMBASSADOR PERFORMANCE GROUP, INC., a Delaware
     corporation, hereinafter called "Tenant."


                       ARTICLE I.  BASIC LEASE PROVISIONS
                       ----------------------------------

     Each reference in this Lease to the "Basic Lease Provisions" shall
     mean and refer to the following collective terms, the application of
     which shall be governed by the provisions in the remaining Articles of
     this Lease.

      1.  Premises:  The Premises are more particularly described in
          Section 2.1.

      2.  Address of Building:  1071 Camelback Road, Newport Beach, CA
          92660

          Project Description (if applicable):  Camelback

      3.  Use of Premises:  General administrative office use.

      4.  Estimated Commencement Date: June 15, 1998

      5.  Lease Term:  Eighty-four (84) months, plus such additional days
          as may be required to cause this Lease to terminate on the final
          day of the calendar month.

      6.  Basic Rent:  Twenty-Eight Thousand Three Hundred Forty-Six
          Dollars ($28,346.00) based on $1.05 per rentable square foot.

          Basic Rent is subject to adjustment as follows:

          Commencing twelve (12) months following the Commencement Date,
          the Basic Rent shall be Twenty-Nine Thousand Six Hundred Ninety-
          Six Dollars ($29,696.00) per month, based on $1.10 per rentable
          square foot.

          Commencing twenty-four (24) months following the Commencement
          Date, the Basic Rent shall be Thirty-One Thousand Forty-Five
          Dollars ($31,045.00) per month, based on $1.15 per rentable
          square foot.
     <PAGE>
          Commencing thirty-six (36) months following the Commencement
          Date, the Basic Rent shall be Thirty-Two Thousand Three Hundred
          Ninety-Five Dollars ($32,395.00) per month, based on $1.20 per
          rentable square foot.

          Commencing forty-eight (48) months following the Commencement
          Date, the Basic Rent shall be Thirty-Three Thousand Seven Hundred
          Forty-Five Dollars ($33,745.00) per month, based on $1.25 per
          rentable square foot.

          Commencing sixty (60) months following the Commencement Date, the
          Basic Rent shall be Thirty-Five Thousand Ninety-Five Dollars
          ($35,095.00) per month, based on $1.30 per rentable square foot.

          Commencing seventy-two (72) months following the Commencement
          Date, the Basic Rent shall be Thirty-Six Thousand Four Hundred
          Forty-Five Dollars ($36,445.00) per month, based on $1.35 per
          rentable square foot.

      7.  Guarantor(s):  N/A

      8.  Floor Area of Premises:  approximately  26,996 rentable square
          feet

      9.  Security Deposit:  $40,090.00

     10.  Broker(s):  Voit Commercial

     11.  Additional Insureds:   Insignia Commercial Group, Inc.

     12.  Address for Payments and Notices:

          LANDLORD                      TENANT
          --------------------------    -----------------------------
          INSIGNIA COMMERCIAL GROUP,    AMBASSADOR PERFORMANCE GROUP,
          INC.                          INC.
          One Technology Drive,         1071 Camelback Road
          Suite F-207                   Newport Beach, CA 92660
          Irvine, CA 92618

          with a copy of notices to:

          IRVINE INDUSTRIAL COMPANY
          P.O. Box 6370
          Newport Beach, CA  92658-6370
          Attn:  Vice President, Industrial Operations

     13.  Tenant's Liability Insurance Requirement:  $2,000,000.00

     14.  Vehicle Parking Spaces:   One Hundred Eight (108)

     15.  Estimated Space Plan Approval Date: March 10, 1998
     <PAGE>
                              ARTICLE II.  PREMISES
                              ---------------------

     SECTION 2.1.   LEASED PREMISES.

     Landlord leases to Tenant and Tenant leases from Landlord the premises
     shown in EXHIBIT A (the "Premises"), including the building identified
     in Item 2 of the Basic Lease Provisions (which together with the
     underlying real property, is called the "Building"), and containing
     approximately the floor area set forth in Item 8 of the Basic Lease
     Provisions.  Premises is a portion of the project shown in Exhibit Y
     (the "Project").

     SECTION 2.2.   ACCEPTANCE OF PREMISES.

     Tenant acknowledges that neither Landlord nor any representative of
     Landlord has made any representation or warranty with respect to the
     Premises or the Building or the suitability or fitness of either for
     any purpose, including without limitation any representations or
     warranties regarding zoning or other land use matters, and that
     neither Landlord nor any representative of Landlord has made any
     representations or warranties regarding (i) what other tenants or uses
     may be permitted or intended in the Building and the Project, or
     (ii) any exclusivity of use by Tenant with respect to its permitted
     use of the Premises as set forth in Item 3 of the Basic Lease
     Provisions.  Tenant further acknowledges that neither Landlord nor any
     representative of Landlord has agreed to undertake any alterations or
     additions or construct any improvements to the Premises except as
     expressly provided in this Lease.  The taking of possession or use of
     the Premises by Tenant for any purpose other than construction shall
     conclusively establish that the Premises and the Building were in
     satisfactory condition and in conformity with the provisions of this
     Lease in all respects, except for those matters which Tenant shall
     have brought to Landlord's attention on a written punch list.  The
     list shall be limited to any items required to be accomplished by
     Landlord under the Work Letter attached as EXHIBIT X, and shall be
     delivered to Landlord within thirty (30) days after the term ("Term")
     of this Lease commences as provided in Article III below.  If no items
     are required of Landlord under the Work Letter, by taking possession
     of the Premises Tenant accepts the improvements in their existing
     condition, and waives any right or claim against Landlord arising out
     of the condition of the Premises.  Nothing contained in this Section
     shall affect the commencement of the Term or the obligation of Tenant
     to pay rent.  Landlord shall diligently complete all punch list items
     of which it is notified as provided above.

     SECTION 2.3.   BUILDING NAME AND ADDRESS.

     Tenant shall not utilize any name selected by Landlord from time to
     time for the Building and/or the Project as any part of Tenant's
     corporate or trade name.  Landlord shall have the right to change the
     name, address, number or designation of the Building or Project
     without liability to Tenant.
     <PAGE>
     SECTION 2.4.   RIGHT OF FIRST OFFER.

     Provided Tenant is not then in default hereunder, Landlord hereby
     grants Tenant a one-time right ("First Right") to lease approximately
     12,149 rentable square feet of space in the building located at 1061
     Camelback Road as shown on Exhibit A-1 attached hereto ("First Right
     Space") in accordance with and subject to the provisions of this
     Section 2.4. At such time as the First Right Space is available for
     re-leasing following the vacation of the First Right Space or waiver
     of any pre-existing rights as to the First Right Space by an existing
     third party tenant (including the "Existing Tenant" as defined below),
     but prior to leasing the First Right Space or any portion thereof to
     any other party, Landlord shall give Tenant written notice of the
     basic economic terms including but not limited to the Basic Rent,
     term, operating expense base, and tenant improvement allowance
     (collectively, the "Economic Terms"), upon which Landlord is willing
     to lease such particular First Right Space to Tenant or to a third
     party; provided that the Economic Terms shall exclude brokerage
     commissions and other Landlord payments that do not directly inure to
     the tenant's benefit. It is understood that should Landlord intend to
     lease other space in addition to the First Right Space as part of a
     single transaction, then Landlord's notice shall so provide and all
     such space shall collectively be subject to the following provisions.
     Within five (5) business days after receipt of Landlord's notice,
     Tenant must give Landlord written notice pursuant to which Tenant
     shall elect to (i) lease all, but not less than all, of the space
     specified in Landlord's notice (the "Designated Space") upon such
     Economic Terms and the same non-Economic Terms as set forth in this
     Lease; (ii) refuse to lease the Designated Space, specifying that such
     refusal is not based upon the Economic Terms, but upon Tenant's lack
     of need for the Designated Space, in which event Tenant s First Right
     as to the Designated Space shall be terminated and of no further force
     and effect and Landlord may lease the Designated Space upon any terms
     it deems appropriate; or (iii) refuse to lease the Designated Space,
     specifying that such refusal is based upon said Economic Terms, in
     which event Tenant shall also specify revised Economic Terms upon
     which Tenant shall be willing to lease the Designated Space. In the
     event that Tenant does not so respond in writing to Landlord's notice
     within said period, Tenant shall be deemed to have elected clause (ii)
     above. In the event Tenant gives Landlord notice pursuant to clause
     (iii) above, Landlord may elect to either (x) lease the Designated
     Space to Tenant upon such revised Economic Terms and the same other
     non-Economic Terms as set forth in this Lease, or (y) lease the
     Designated Space to any third party upon Economic Terms which are "
     materially less favorable" to such party than those Economic Terms
     proposed by Tenant (that is, less favorable by more than five percent
     (5%) compared with the Economic Terms proposed by Tenant).  Should
     Landlord so elect to lease the Designated Space to Tenant, then
     Landlord shall promptly prepare and deliver to Tenant an amendment to
     this Lease consistent with the foregoing, and Tenant shall execute and
     return same to Landlord within ten (10) days. Tenant's failure to
     timely return the amendment shall entitle Landlord to specifically
     enforce Tenant's commitment to lease the Designated Space, to lease
     such space to a third party, and/or to pursue any other available
     <PAGE>
     legal remedy. Notwithstanding the foregoing, it is understood that
     Tenant's First Right shall be subordinate to the right of the existing
     tenant occupying the First Right Space, Interior Design Institute (the
     "Existing Tenant") to extend the term of its lease as to the First
     Right Space; provided, however, that Landlord agrees that in the event
     that the Existing Tenant shall not exercise its right to extend the
     term of its lease as to the First Right Space on or before
     September 15, 1998, or in the event that Landlord and the Existing
     Tenant shall not have agreed upon the terms for an extension of the
     Existing Tenant s lease of the First Right Space on or before
     September 15, 1998, then Tenant s First Right shall thereafter be
     deemed superior to said Existing Tenant s right to lease the First
     Right Space, and thereafter before Landlord shall lease all or any
     portion of the First Right Space to the Existing Tenant, Landlord
     shall first give Tenant notice of the Economic Terms upon which
     Landlord is willing to lease the First Right Space and Tenant shall
     have the right to exercise the First Right, all as more particularly
     provided in this Section 2.4. Tenant s rights under this Section 2.4
     shall belong solely to Ambassador Performance Group, Inc., a Delaware
     corporation, and may not be assigned or transferred by it except to an
     entity controlling, controlled by or under common control with
     Ambassador Performance Group, Inc., or as a result of a merger by
     Ambassador Performance Group, Inc.  with or into another entity
     (collectively, a "Tenant Affiliate" herein).   Any attempted
     assignment or transfer shall be void and of no force or effect.

     SECTION 2.5    RIGHT OF FIRST OFFER TO PURCHASE.

     Subject to the conditions precedent set forth below, Landlord hereby
     grants Tenant a one-time right ("Right to Purchase") to purchase the
     "Sale Property" (as hereinafter defined) in accordance with and
     subject to the provisions of this Section 2.5.

          (a)  Notice and Right to Purchase.
               -----------------------------

               (i)    If at any time during the initial term of the Lease,
                      Landlord determines in its sole and absolute
                      discretion to sell the Sale Property, other than as
                      an "Exempt Sale" described below, Landlord shall
                      notify Tenant in writing of the terms upon which it
                      desires to sell the Sale Property (the "Offer
                      Notice"), including the basic purchase price,
                      deposit, and costs of the escrow (collectively, the
                      "ECONOMIC SALE TERMS") and the non-economic terms of
                      such proposed sale, including the intended
                      contingency period and closing date, the intended
                      seller's and buyer's contingencies, the restrictions
                      which Landlord proposes to place upon the use and
                      enjoyment of the Sale Property and a recent
                      preliminary title report covering the Sale Property
                      (collectively, the "Non-Economic Sale Terms").  If
                      the Sale Property includes other buildings within the
                      Project, the Offer Notice shall also include all
     <PAGE>
                      relevant known information which would reasonably be
                      relied upon in evaluating whether to acquire the Sale
                      Property, including copies of any relevant leases,
                      and a rent roll concerning all such leases showing
                      current rents, delinquencies and variances.

               (ii)   Not later than the expiration of the "Response
                      Period" (as hereinafter defined), Tenant must give
                      Landlord written notice pursuant to which Tenant
                      shall elect (A) to purchase the Sale Property upon
                      such Economic Sale Terms and Non-Economic Sale Terms,
                      (B) refuse to purchase the Sale Property, specifying
                      that such refusal is not based upon the Economic Sale
                      Terms, in which event Tenant's Right to Purchase
                      shall be terminated and of no further force and
                      effect and Landlord may sell the Sale Property upon
                      any terms it deems appropriate, or (C) refuse to
                      purchase the Sale Property, specifying that such
                      refusal is based upon the Economic Sale Terms, in
                      which event Tenant shall also specify revised
                      Economic Sale Terms upon which Tenant shall be
                      willing to purchase the Sale Property.  In the event
                      that Tenant does not so respond in writing to
                      Landlord's Offer Notice within the Response Period,
                      Tenant shall be deemed to have elected clause (B)
                      above.  In the event Tenant gives Landlord notice
                      pursuant to clause (C) above, Landlord may elect to
                      either (aa) sell the Sale Property to Tenant upon
                      such revised Economic Sale Terms and the same Non-
                      Economic Sale Terms, or (bb) sell the Sale Property
                      to any third party upon Economic Sale Terms and Non-
                      Economic Sale Terms which are "materially less
                      favorable" to such party than the Economic Sale Terms
                      and the Non-Economic Sale Terms described in the
                      Offer Notice (that is, less favorable by more than
                      five percent (5%) compared with the Economic Sale
                      Terms determined in the Sale Notice).  If Landlord
                      has received an offer to purchase from a third party
                      and the Offer Notice states that an offer has been
                      received and sets forth the Response Period, then the
                      "Response Period" shall be fifteen (15) calendar days
                      after the Offer Notice; in all other circumstances
                      the Response Period shall be thirty (30) calendar
                      days after the Offer Notice.

               (iii)  If Tenant elects within the Response Period to
                      purchase the Sale Property on the Economic Sale Terms
                      and Non-Economic Sale Terms set forth in Landlord's
                      Offer Notice, or if Tenant refuses to purchase on
                      such terms but proposes revised Economic Sale Terms
                      and such revised terms are accepted by Landlord, so
                      long as at the time of the Offer Notice and at any
                      time thereafter until the close of escrow, Tenant
                      occupies not less than fifty percent (50%) of the
     <PAGE>
                      Building, and Tenant is not in default under any
                      material provision of this Lease (and no event shall
                      have occurred which with the giving of notice or the
                      passage of time, or both, would constitute such a
                      default), then Landlord shall sell and Tenant shall
                      purchase the Sale Property upon such terms (as
                      evidenced by a purchase agreement and escrow
                      instructions prepared by Landlord consistent with
                      such terms and containing other reasonable terms and
                      provisions consistent with Landlord's sale contract
                      then generally in use).  In the event that (A) Tenant
                      disapproves or refuses to execute such purchase
                      agreement and escrow instructions within thirty (30)
                      days after submission by Landlord, or (B) Tenant does
                      so execute but disapproves any contingency existing
                      for Tenant's benefit and the purchase agreement is
                      terminated as a result of such disapproval, or (C)
                      Tenant does so execute, but escrow does not close
                      because of a default by Tenant under the purchase
                      agreement (and a default by Tenant under this Lease
                      shall be deemed to be a default under said purchase
                      agreement), then Tenant's Right to Purchase shall
                      terminate and be of no further force or effect.

          (b)  Sale Property.
               --------------
               Provided that (i) a Parcel Map, other map, lot line
               adjustment or condominium plan has been (or will be)
               processed, approved and recorded prior to the intended close
               of escrow constituting the Premises or some other portion of
               the Project of which the Premises is a part a valid legal
               parcel (a "Parcel") under the California Subdivision Map
               Act, and (ii) a reciprocal easement agreement has been (or
               will be) recorded against the Project (or necessary portion
               thereof) providing necessary access and parking rights for
               the Premises and other portions of the Project, then said
               Parcel shall be the "Sale Property."  If  the requirements
               of the foregoing sentence have not been satisfied, then the
               "Sale Property" shall be the entire Project.  As used in
               this paragraph, the term "Premises" shall mean the original
               Premises and if, and only if, Tenant shall at the time of
               the Offer Notice have validly exercised its rights under
               Section 2.4 to lease the First Right Space, then the
               "Premises" shall include the First Right Space.  Landlord
               shall have the right, in its sole and absolute discretion,
               to cause any such Parcel Map, other map, lot line adjustment
               or condominium plan to be recorded against the Project or
               any portion thereof.

          (c)  Exempt Sale.
               ------------
               Notwithstanding anything to the contrary in this Section,
               Tenant's Right to Purchase shall be inapplicable to the
               following transactions.
     <PAGE>
               (i)    Transfer by Landlord of the Sale Property, together
                      with any significant portion of its similar assets,
                      to a shareholder, subsidiary or sister corporation of
                      Landlord, to any real estate investment trust of
                      which any of the foregoing directly or indirectly
                      owns a controlling interest in the equity ownership,
                      to any partnership of which any of the foregoing is a
                      general partner, to a limited liability company of
                      which any of the foregoing is the managing member, to
                      any successor-in-interest to any of the above, or to
                      any person or entity which acquires a material part
                      of the assets of Landlord or any of the above
                      entities (collectively, the "Affiliated Entities");
                      provided, however, that any such Affiliated Entity
                      shall be bound by the terms and conditions contained
                      herein.

               (ii)   Any transfers merely as security for the performance
                      of an obligation.

               (iii)  A foreclosure sale or trustee's sale under any
                      mortgage or deed of trust encumbering Landlord's
                      interest in the Sale Property, or the initial
                      transfer by the purchaser at such sale; provided,
                      however, that any such purchaser at such foreclosure
                      sale or trustee's sale and such initial transferee
                      after a foreclosure sale or trustee's sale shall be
                      bound by the terms and conditions contained herein.

               (iv)   Any transfer of the Sale Property by exercise of the
                      right of eminent domain or any sale in lieu of any
                      such taking.

          (d)  Subordination.
               --------------

               (i)    Tenant's Right to Purchase shall be subordinate to
                      the lien of any ground or underlying leases,
                      mortgages or deed of trust, if any, which may
                      hereafter affect the Premises, and to all renewals,
                      modifications, consolidations, replacements and
                      extensions thereof; provided, that Tenant's Right to
                      Purchase shall not be terminated by reason of the
                      termination of any such ground or underlying lease or
                      the foreclosure or trustee's sale under any such
                      mortgage or deed of trust.  Tenant shall, promptly
                      upon written request of Landlord, execute and deliver
                      all instruments as may be required from time to time
                      to subordinate Tenant's Right to Purchase to the lien
                      of any such lease, mortgage or deed of trust
                      (provided that such instruments include the non-
                      disturbance provisions set forth above).
     <PAGE>
               (ii)   Tenant's Right to Purchase shall be subordinate to
                      any non-monetary covenants, conditions, restrictions,
                      easements and similar encumbrances which Landlord
                      shall reasonably impose upon the Project, including
                      any such instruments required in connection with the
                      subdivision of the Project.  Tenant shall, promptly
                      upon written request of Landlord, execute and deliver
                      all instruments as may be required from time to time
                      to subordinate Tenant's Right to Purchase to such
                      instruments, and at Landlord's request, Tenant shall
                      join in any such instrument (including any
                      applications for a Parcel Map, map, lot line
                      adjustment or condominium plan affecting the
                      Project).

               (iii)  Notwithstanding any other rights and remedies of
                      Landlord, Tenant's failure to execute and deliver a
                      subordination or other instrument as required under
                      this Section, within fifteen (15) days after written
                      request by Landlord, shall be conclusive upon Tenant
                      that such lease, mortgage or deed of trust, and all
                      renewals, modifications, consolidations,
                      replacements, and extensions thereof, shall be
                      superior to Tenant's Right to Purchase.

          (e)  Restrictions on Right to Purchase.
               ----------------------------------
               Tenant's Right to Purchase is personal to and shall belong
               solely to Ambassador Performance Group, Inc., a Delaware
               corporation, and may not be assigned or transferred by it
               except to a "Tenant Affiliate" (as herein-above defined) .
               Any attempted assignment or transfer in violation of this
               prohibition shall be void and of no force and effect, and
               Tenant's Right to Purchase shall thereupon automatically
               terminate and be of no further force or effect.  If Tenant
               assigns its leasehold interest under the Lease except to a
               Tenant Affiliate, Tenant's Right to Purchase shall thereupon
               automatically terminate and be of no further force or
               effect.


                               ARTICLE III.  TERM
                               ------------------

     SECTION 3.1.  GENERAL.

     The Term shall be for the period shown in Item 5 of the Basic Lease
     Provisions.  Subject to the provisions of Section 3.2 below, the Term
     shall commence ("Commencement Date") on the earlier of (a) the date
     upon which all relevant governmental authorities have approved the
     Tenant Improvements in accordance with applicable building codes, as
     evidenced by written approval thereof in accordance with the building
     permits issued for the Tenant Improvements or issuance of a temporary
     or final certificate of occupancy for the Premises, or (b) the date
     <PAGE>
     Tenant acquires possession or commences use of the Premises for any
     purpose other than construction of Tenant Improvements by Tenant under
     the Work Letter.  Within ten (10) days after possession of the
     Premises is tendered to Tenant, the parties shall memorialize on a
     form provided by Landlord the actual Commencement Date and the
     expiration date ("Expiration Date") of this Lease.  Tenant's failure
     to execute that form shall not affect the validity of Landlord's
     determination of those dates.

     SECTION 3.2.  DELAY IN POSSESSION.

     If Landlord, for any reason whatsoever, cannot deliver possession of
     the Premises to Tenant on or before the Estimated Commencement Date,
     this Lease shall not be void or voidable nor shall Landlord be liable
     to Tenant for any resulting loss or damage.  However, Tenant shall not
     be liable for any rent and the Commencement Date shall not occur until
     Landlord delivers possession of the Premises and the Premises are in
     fact available for Tenant's occupancy with any Tenant Improvements
     that have been approved as per Section 3.1(a) above, except that if
     Landlord's failure to so deliver possession on the Estimated
     Commencement Date is attributable to any action or inaction by Tenant
     (including without limitation any Tenant Delay described in the Work
     Letter, if any, attached to this Lease), then the Commencement Date
     shall not be advanced to the date on which possession of the Premises
     is tendered to Tenant, and Landlord shall be entitled to full
     performance by Tenant (including the payment of rent) from the date
     Landlord would have been able to deliver the Premises to Tenant but
     for Tenant's delay(s).

     SECTION 3.3.  RIGHT TO EXTEND THE LEASE TERM.

     Provided that Tenant is not in default under any provision of this
     Lease, either at the time of exercise of the extension right granted
     herein or at the time of the commencement of such extension, and
     provided further that Tenant is occupying the entire Premises and has
     not assigned or sublet any of its interest in this Lease, Tenant may
     extend the Term of this Lease for one (1) period of sixty (60) months.
     Tenant shall exercise its right to extend the Term by and only by
     delivering to Landlord, not less than nine (9) months or more than
     twelve (12) months prior to the expiration date of the Term, Tenant's
     irrevocable written notice of its commitment to extend (the
     "Commitment Notice"). The Basic Rent payable under the Lease during
     any extension of the Term shall be at the fair market rental,
     including subsequent adjustments, for comparable industrial space
     being leased by Landlord in the John Wayne Airport area; provided that
     such rate shall in no event be less than the rate payable by Tenant
     during the final month of the initial Term. In the event that the
     parties are not able to agree on the fair market rental within one
     hundred twenty (120) days prior to the expiration date of the Term,
     then either party may elect, by written notice to the other party, to
     cause said rental, including subsequent adjustments, to be determined
     by appraisal as follows.
     <PAGE>
     Within ten (10) days following receipt of such appraisal election, the
     parties shall attempt to agree on an appraiser to determine the fair
     market rental. If the parties are unable to agree in that time, then
     each party shall designate an appraiser within ten (10) days
     thereafter. Should either party fail to so designate an appraiser
     within that time, then the appraiser designated by the other party
     shall determine the fair rental value. Should each of the parties
     timely designate an appraiser, then the two appraisers so designated
     shall appoint a third appraiser who shall, acting alone, determine the
     fair rental value of the Premises. Any appraiser designated hereunder
     shall have an M.A.I. certification with not less than five (5) years
     experience in the valuation of commercial industrial buildings in
     Orange County, California.

     Within thirty (30) days following the selection of the appraiser, such
     appraiser shall determine the fair market rental value, including
     subsequent adjustments of the Premises. In determining such value, the
     appraiser shall consider transactions involving similarly improved
     space in the John Wayne airport area with appropriate adjustments for
     differences in location and quality of project. In no event shall the
     appraiser attribute factors for market tenant improvement allowances
     or brokerage commissions to reduce said fair market rental. The fees
     of the appraiser(s) shall be shared equally by both parties.

     Within twenty (20) days after the determination of the fair market
     rental, Landlord shall prepare a reasonably appropriate amendment to
     this Lease for the extension period and Tenant shall execute and
     return same to Landlord within ten (10) days. Should the fair market
     rental not be established by the commencement of the extension period,
     then Tenant shall continue paying rent at the rate in effect during
     the last month of the initial Term, and a lump sum adjustment shall be
     made promptly upon the determination of such new rental.

     If Tenant fails to timely comply with any of the provisions of this
     paragraph, Tenant's right to extend the Term shall be extinguished and
     the Lease shall automatically terminate as of the expiration date of
     the Term, without any extension and without any liability to Landlord.
     Any attempt to assign or transfer any right or interest created by
     this paragraph shall be void from its inception. Tenant shall have no
     other right to extend the Term beyond the single sixty (60) month
     extension created by this paragraph. Unless agreed to in a writing
     signed by Landlord and Tenant, any extension of the Term, whether
     created by an amendment to this Lease or by a holdover of the Premises
     by Tenant, or otherwise, shall be deemed a part of, and not in
     addition to, any duly exercised extension period permitted by this
     paragraph.
     <PAGE>
                    ARTICLE IV.  RENT AND OPERATING EXPENSES
                    ----------------------------------------

     SECTION 4.1.  BASIC RENT.

     From and after the Commencement Date, Tenant shall pay to Landlord
     without deduction or offset, Basic Rent for the Premises in the total
     amount shown (including subsequent adjustments, if any) in Item 6 of
     the Basic Lease Provisions.  Any rental adjustment shown in Item 6
     shall be deemed to occur on the specified monthly anniversary of the
     Commencement Date, whether or not that date occurs at the end of a
     calendar month.  The rent shall be due and payable in advance
     commencing on the Commencement Date (as prorated for any partial
     month) and continuing thereafter on the first day of each successive
     calendar month of the Term.  No demand, notice or invoice shall be
     required for the payment of Basic Rent.  An installment of rent in the
     amount of one (1) full month's Basic Rent at the initial rate
     specified in Item 6 of the Basic Lease Provisions shall be delivered
     to Landlord concurrently with Tenant's execution of this Lease and
     shall be applied against the Basic Rent first due hereunder.

     SECTION 4.2.  OPERATING EXPENSES.

          (a)  Tenant shall pay to Landlord, as additional rent, "Building
               Costs" and "Property Taxes," as those terms are defined
               below, incurred by Landlord in the operation of the Building
               and Project.  For convenience of reference, Property Taxes
               and Building Costs shall be referred to collectively as
               "Operating Expenses".

          (b)  Commencing prior to the start of the first full "Expense
               Recovery Period" (as defined below) of the Lease, and prior
               to the start of each full or partial Expense Recovery Period
               thereafter, Landlord shall give Tenant a written estimate of
               the amount of Operating Expenses for the Expense Recovery
               Period.  Tenant shall pay the estimated amounts to Landlord
               in equal monthly installments, in advance, with Basic Rent.
               If Landlord has not furnished its written estimate for any
               Expense Recovery Period by the time set forth above, Tenant
               shall continue to pay cost reimbursements at the rates
               established for the prior Expense Recovery Period, if any;
               provided that when the new estimate is delivered to Tenant,
               Tenant shall, at the next monthly payment date, pay any
               accrued cost reimbursements based upon the new estimate.
               For purposes hereof, "Expense Recovery Period" shall mean
               every twelve month period during the Term (or portion
               thereof for the first and last lease years) commencing
               July 1 and ending June 30.

          (c)  Within one hundred twenty (120) days after the end of each
               Expense Recovery Period, Landlord shall furnish to Tenant a
               statement showing in reasonable detail the actual or
               prorated Operating Expenses incurred by Landlord during the
               period, and the parties shall within thirty (30) days
     <PAGE>
               thereafter make any payment or allowance necessary to adjust
               Tenant's estimated payments, if any, to Tenant's actual owed
               amounts as shown by the annual statement.  Any delay or
               failure by Landlord in delivering any statement hereunder
               shall not constitute a waiver of Landlord's right to require
               Tenant to pay Operating Expenses pursuant hereto.  Any
               amount due Tenant shall be credited against installments
               next coming due under this Section 4.2, and any deficiency
               shall be paid by Tenant together with the next installment.
               If Tenant has not made estimated payments during the Expense
               Recovery Period, any amount owing by Tenant pursuant to
               subsection (a) above shall be paid to Landlord in accordance
               with Article XVI.  Should Tenant fail to object in writing
               to Landlord's determination of actual Operating Expenses
               within sixty (60) days following delivery of Landlord's
               expense statement, Landlord's determination of actual
               Operating Expenses for the applicable Expense Recovery
               Period shall be conclusive and binding on the parties and
               any future claims to the contrary shall be barred.

          (d)  Even though the Lease has terminated and the Tenant has
               vacated the Premises, when the final determination is made
               of Operating Expenses for the Expense Recovery Period in
               which the Lease terminates, Tenant shall upon notice pay the
               entire increase due over the estimated expenses paid.
               Conversely, any overpayment made in the event expenses
               decrease shall be rebated by Landlord to Tenant.

          (e)  If, at any time during any Expense Recovery Period, any one
               or more of the Operating Expenses are increased to a rate(s)
               or amount(s) in excess of the rate(s) or amount(s) used in
               calculating the estimated expenses for the year, then the
               estimate of Operating Expenses shall be increased for the
               month in which such rate(s) or amount(s) becomes effective
               and for all succeeding months by an amount equal to the
               increase. Landlord shall give Tenant written notice of the
               amount or estimated amount of the increase, the month in
               which the increase will become effective, and the month for
               which the payments are due.  Tenant shall pay the increase
               to Landlord as a part of Tenant's monthly payments of
               estimated expenses as provided in paragraph (b) above,
               commencing with the month in which effective.

          (f)  The term "Building Costs" shall include all expenses of
               operation and maintenance of the Building and of the
               Building's proportionate share of the Project, if applicable
               (determined as the rentable square footage of the Building
               divided by the rentable square footage of all space in the
               Project), to the extent such expenses are not billed to and
               paid directly by Tenant, and shall include the following
               charges by way of illustration but not limitation:  water
               and sewer charges; insurance premiums or reasonable premium
               equivalents should Landlord elect to self-insure any risk
               that Landlord is authorized to insure hereunder; license,
     <PAGE>
               permit, and inspection fees; heat; light; power; air
               conditioning; supplies; materials; equipment; tools; the
               cost of any environmental, insurance, tax or other
               consultant utilized by Landlord in connection with the
               Building and/or Project; establishment of reasonable
               reserves for replacements and/or repair of Common Area
               improvements (if applicable), equipment and supplies; costs
               incurred in connection with compliance of any laws or
               changes in laws applicable to the Building or the Project;
               the cost of any capital investments (other than tenant
               improvements for specific tenants) to the extent of the
               amortized amount thereof over the useful life of such
               capital investments calculated at a market cost of funds,
               all as determined by Landlord, for each such year of useful
               life during the Term; costs associated with the procurement
               and maintenance of an intrabuilding network cable service
               agreement for any intrabuilding network cable
               telecommunications lines within the Project, and any other
               installation, maintenance, repair and replacement costs
               associated with such lines; labor; reasonably allocated
               wages and salaries, fringe benefits, and payroll taxes for
               administrative and other personnel directly applicable to
               the Building and/or Project, including both Landlord's
               personnel and outside personnel; any expense incurred
               pursuant to Sections 6.1, 6.2, 6.4, 7.2, and 10.2; and a
               reasonable overhead/management fee for the professional
               operation of the Building and Project.  Notwithstanding
               anything to the contrary contained herein, the amount of
               such overhead/management fee to be charged to Tenant shall
               be determined by multiplying the actual fee charged (which
               from time to time may be with respect to the entire Project,
               a portion of the Project only, the Building only, or the
               Project together with other properties owned by Landlord
               and/or its affiliates) by a fraction, the numerator of which
               is the floor area of the Premises (as set forth in Item No.
               8 of the Basic Lease Provisions) and the denominator of
               which is the total square footage of space charged with such
               fee actually leased to tenants (including Tenant).  It is
               understood that Building Costs shall include competitive
               charges for direct services provided by any subsidiary or
               division of Landlord.

          (g)  The term "Property Taxes" as used herein shall include the
               following:  (i) all real estate taxes or personal property
               taxes, as such property taxes may be reassessed from time to
               time; and (ii) other taxes, charges and assessments which
               are levied with respect to this Lease or to the Building
               and/or the Project, and any improvements, fixtures and
               equipment and other property of Landlord located in the
               Building and/or the Project, except that general net income
               and franchise taxes imposed against Landlord shall be
               excluded; and (iii) all assessments and fees for public
               improvements, services, and facilities and impacts thereon,
               including without limitation arising out of any Community
     <PAGE>
               Facilities Districts, "Mello Roos" districts, similar
               assessment districts, and any traffic impact mitigation
               assessments or fees; (iv) any tax, surcharge or assessment
               which shall be levied in addition to or in lieu of real
               estate or personal property taxes, other than taxes covered
               by Article VIII; and (v) costs and expenses incurred in
               contesting the amount or validity of any Property Tax by
               appropriate proceedings.  To the extent any of the foregoing
               Property Taxes are assessed against the Project, Tenant
               shall be responsible for the proportionate share of such
               Taxes determined as the rentable square footage of the
               Building divided by the rentable square footage of all space
               in the Project.

     SECTION 4.3.  SECURITY DEPOSIT.

     Concurrently with Tenant's delivery of this Lease, Tenant shall
     deposit with Landlord the sum, if any, stated in Item 9 of the Basic
     Lease Provisions, to be held by Landlord as security for the full and
     faithful performance of Tenant's obligations under this Lease (the
     "Security Deposit").  Subject to the last sentence of this Section,
     the Security Deposit shall be understood and agreed to be the property
     of Landlord upon Landlord's receipt thereof, and may be utilized by
     Landlord in its discretion towards the payment of all prepaid expenses
     by Landlord for which Tenant would be required to reimburse Landlord
     under this Lease, including without limitation brokerage commissions
     and Tenant Improvement costs.  Upon any default by Tenant, including
     specifically Tenant's failure to pay rent or to abide by its
     obligations under Sections 7.1 and 15.3 below, whether or not Landlord
     is informed of or has knowledge of the default, the Security Deposit
     shall be deemed to be automatically and immediately applied, without
     waiver of any rights Landlord may have under this Lease or at law or
     in equity as a result of the default, as a setoff for full or partial
     compensation for that default.  If any portion of the Security Deposit
     is applied after a default by Tenant, Tenant shall within five (5)
     days after written demand by Landlord deposit cash with Landlord in an
     amount sufficient to restore the Security Deposit to its original
     amount.  Landlord shall not be required to keep this Security Deposit
     separate from its general funds, and Tenant shall not be entitled to
     interest on the Security Deposit.  If Tenant fully performs its
     obligations under this Lease, the Security Deposit or any balance
     thereof shall be returned to Tenant (or, at Landlord's option, to the
     last assignee of Tenant's interest in this Lease) after the expiration
     of the Term, provided that Landlord may retain the Security Deposit to
     the extent and until such time as all amounts due from Tenant in
     accordance with this Lease have been determined and paid in full.
     <PAGE>
                                ARTICLE V.  USES
                                ----------------

     SECTION 5.1.  USE.

     Tenant shall use the Premises only for the purposes stated in Item 3
     of the Basic Lease Provisions, all in accordance with applicable laws
     and restrictions and pursuant to approvals to be obtained by Tenant
     from all relevant and required governmental agencies and authorities.
     The parties agree that any contrary use shall be deemed to cause
     material and irreparable harm to Landlord and shall entitle Landlord
     to injunctive relief in addition to any other available remedy.
     Tenant, at its expense, shall procure, maintain and make available for
     Landlord's inspection throughout the Term, all governmental approvals,
     licenses and permits required for the proper and lawful conduct of
     Tenant's permitted use of the Premises. Tenant shall not use or allow
     the Premises to be used for any unlawful purpose nor shall Tenant
     permit any nuisance or commit any waste in the Premises.  Tenant shall
     not do or permit to be done anything which will invalidate or increase
     the cost of any insurance policy(ies) covering the Building, the
     Project and/or their contents, and shall comply with all applicable
     insurance underwriters rules and the requirements of the Pacific Fire
     Rating Bureau or any other organization performing a similar function.
     Tenant shall comply at its expense with all present and future laws,
     ordinances, restrictions, regulations, orders, rules and requirements
     of all governmental authorities that pertain to Tenant or its use of
     the Premises, including without limitation all federal and state
     occupational health and safety requirements, whether or not Tenant's
     compliance will necessitate expenditures or interfere with its use and
     enjoyment of the Premises.  Tenant shall comply at its expense with
     all present and future covenants, conditions, easements or
     restrictions now or hereafter affecting or encumbering the Building
     and/or Project, and any amendments or modifications thereto, including
     without limitation the payment by Tenant of any periodic or special
     dues or assessments charged against the Premises or Tenant which may
     be allocated to the Premises or Tenant in accordance with the
     provisions thereof.  Tenant shall promptly upon demand reimburse
     Landlord for any additional insurance premium charged by reason of
     Tenant's failure to comply with the provisions of this Section, and
     shall indemnify Landlord from any liability and/or expense resulting
     from Tenant's noncompliance.

     SECTION 5.2  SIGNS.

     Tenant shall have the non-exclusive right: (i) to install one (1)
     "building top" sign on the Building, and (ii) subject to approval by
     the City, to install its identification signage on a monument sign to
     be constructed by Landlord on Camelback Road. The cost of the
     installation of such permitted signage shall be borne by Tenant,
     except that Landlord shall bear the cost of any approval of the
     monument sign by the City, and the cost of the construction of the
     monument sign (but not the cost of installing Tenant s identification
     signage thereon). Except as provided in the foregoing or as otherwise
     approved in writing by Landlord, in its sole discretion, Tenant shall
     <PAGE>
     have no right to maintain identification signs in any location in, on
     or about the Premises or, the Building or the Project and shall not
     place or erect any signs, displays or other advertising materials that
     are visible from the exterior of the Building.  The size, design,
     graphics, material, style, color and other physical aspects of the
     permitted sign shall be subject to Landlord's written approval prior
     to installation confirming that such permitted signage is in
     conformance with Landlord's signage program for the Project, as in
     effect from time to time and approved by the City of Irvine ("Signage
     Criteria"), and any applicable municipal or other governmental permits
     and approvals.  Tenant acknowledges having received and reviewed a
     copy of the current Signage Criteria for the Project.  Tenant shall be
     responsible for the cost of any permitted sign, including the
     fabrication, installation, maintenance and removal thereof.  If Tenant
     fails to maintain its sign, or if Tenant fails to remove same upon
     termination of this Lease and repair any damage caused by such
     removal, Landlord may do so at Tenant's expense.

     SECTION 5.3  HAZARDOUS MATERIALS.

          (a)  For purposes of this Lease, the term "Hazardous Materials"
               includes (i) any "hazardous materials" as defined in
               Section 25501(n) of the California Health and Safety Code,
               (ii) any other substance or matter which results in
               liability to any person or entity from exposure to such
               substance or matter under any statutory or common law
               theory, and (iii) any substance or matter which is in excess
               of permitted levels set forth in any federal, California or
               local law or regulation pertaining to any hazardous or toxic
               substance, material or waste.

          (b)  Tenant shall not cause or permit any Hazardous Materials to
               be brought upon, stored, used, generated, released or
               disposed of on, under, from or about the Premises (including
               without limitation the soil and groundwater thereunder)
               without the prior written consent of Landlord.

               Notwithstanding the foregoing, Tenant shall have the right,
               without obtaining prior written consent of Landlord, to
               utilize within the Premises standard office products that
               may contain Hazardous Materials (such as photocopy toner,
               "White Out", and the like), PROVIDED HOWEVER, that
               (i) Tenant shall maintain such products in their original
               retail packaging, shall follow all instructions on such
               packaging with respect to the storage, use and disposal of
               such products, and shall otherwise comply with all
               applicable laws with respect to such products, and (ii) all
               of the other terms and provisions of this Section 5.3 shall
               apply with respect to Tenant's storage, use and disposal of
               all such products.  Landlord may, in its sole discretion,
               place such conditions as Landlord deems appropriate with
               respect to any such Hazardous Materials, and may further
               require that Tenant demonstrate that any such Hazardous
               Materials are necessary or useful to Tenant's business and
               will be generated, stored, used and disposed of in a manner
     <PAGE>
               that complies with all applicable laws and regulations
               pertaining thereto and with good business practices.  Tenant
               understands that Landlord may utilize an environmental
               consultant to assist in determining conditions of approval
               in connection with the storage, generation, release,
               disposal or use of Hazardous Materials by Tenant on or about
               the Premises, and/or to conduct periodic inspections of the
               storage, generation, use, release and/or disposal of such
               Hazardous Materials by Tenant on and from the Premises, and
               Tenant agrees that any costs incurred by Landlord in
               connection therewith shall be reimbursed by Tenant to
               Landlord as additional rent hereunder upon demand.

          (c)  Prior to the execution of this Lease, Tenant shall complete,
               execute and deliver to Landlord an Environmental
               Questionnaire and Disclosure Statement (the "Environmental
               Questionnaire") in the form of EXHIBIT B attached hereto.
               The completed Environmental Questionnaire shall be deemed
               incorporated into this Lease for all purposes, and Landlord
               shall be entitled to rely fully on the information contained
               therein.  On each anniversary of the Commencement Date until
               the expiration or sooner termination of this Lease, Tenant
               shall disclose to Landlord in writing the names and amounts
               of all Hazardous Materials which were stored, generated,
               used, released and/or disposed of on, under or about the
               Premises for the twelve-month period prior thereto, and
               which Tenant desires to store, generate, use, release and/or
               dispose of on, under or about the Premises for the
               succeeding twelve-month period.  In addition, to the extent
               Tenant is permitted to utilize Hazardous Materials upon the
               Premises, Tenant shall promptly provide Landlord with
               complete and legible copies of all the following
               environmental documents relating thereto:  reports filed
               pursuant to any self-reporting requirements; permit
               applications, permits, monitoring reports, workplace
               exposure and community exposure warnings or notices and all
               other reports, disclosures, plans or documents (even those
               which may be characterized as confidential) relating to
               water discharges, air pollution, waste generation or
               disposal, and underground storage tanks for Hazardous
               Materials; orders, reports, notices, listings and
               correspondence (even those which may be considered
               confidential) of or concerning the release, investigation
               of, compliance, cleanup, remedial and corrective actions,
               and abatement of Hazardous Materials; and all complaints,
               pleadings and other legal documents filed by or against
               Tenant related to Tenant's use, handling, storage, release
               and/or disposal of Hazardous Materials.

          (d)  Landlord and its agents shall have the right, but not the
               obligation, to inspect, sample and/or monitor the Premises
               and/or the soil or groundwater thereunder at any time to
               determine whether Tenant is complying with the terms of this
               Section 5.3, and in connection therewith Tenant shall
     <PAGE>
               provide Landlord with full access to all relevant
               facilities, records and personnel.  If Tenant is not in
               compliance with any of the provisions of this Section 5.3,
               or in the event of a release of any Hazardous Material on,
               under or about the Premises caused or permitted by Tenant,
               its agents, employees, contractors, licensees or invitees,
               Landlord and its agents shall have the right, but not the
               obligation, without limitation upon any of Landlord's other
               rights and remedies under this Lease, to immediately enter
               upon the Premises without notice and to discharge Tenant's
               obligations under this Section 5.3 at Tenant's expense,
               including without limitation the taking of emergency or
               long-term remedial action.  Landlord and its agents shall
               endeavor to minimize interference with Tenant's business in
               connection therewith, but shall not be liable for any such
               interference.  In addition, Landlord, at Tenant's expense,
               shall have the right, but not the obligation, to join and
               participate in any legal proceedings or actions initiated in
               connection with any claims arising out of the storage,
               generation, use, release and/or disposal by Tenant or its
               agents, employees, contractors, licensees or invitees of
               Hazardous Materials on, under, from or about the Premises.

          (e)  If the presence of any Hazardous Materials on, under, from
               or about the Premises or the Project caused or permitted by
               Tenant or its agents, employees, contractors, licensees or
               invitees results in (i) injury to any person, (ii) injury to
               or any contamination of the Premises or the Project, or
               (iii) injury to or contamination of any real or personal
               property wherever situated, Tenant, at its expense, shall
               promptly take all actions necessary to return the Premises
               and the Project and any other affected real or personal
               property owned by Landlord to the condition existing prior
               to the introduction of such Hazardous Materials and to
               remedy or repair any such injury or contamination, including
               without limitation, any cleanup, remediation, removal,
               disposal, neutralization or other treatment of any such
               Hazardous Materials.  Notwithstanding the foregoing, Tenant
               shall not, without Landlord's prior written consent, take
               any remedial action in response to the presence of any
               Hazardous Materials on, under or about the Premises or the
               Project or any other affected real or personal property
               owned by Landlord or enter into any similar agreement,
               consent, decree or other compromise with any governmental
               agency with respect to any Hazardous Materials claims;
               provided however, Landlord's prior written consent shall not
               be necessary in the event that the presence of Hazardous
               Materials on, under or about the Premises or the Project or
               any other affected real or personal property owned by
               Landlord (i) imposes an immediate threat to the health,
               safety or welfare of any individual or (ii) is of such a
               nature that an immediate remedial response is necessary and
               it is not possible to obtain Landlord's consent before
               taking such action.  To the fullest extent permitted by law,
     <PAGE>
               Tenant shall indemnify, hold harmless, protect and defend
               (with attorneys acceptable to Landlord) Landlord and any
               successors to all or any portion of Landlord's interest in
               the Premises and the Project and any other real or personal
               property owned by Landlord from and against any and all
               liabilities, losses, damages, diminution in value,
               judgments, fines, demands, claims, recoveries, deficiencies,
               costs and expenses (including without limitation attorneys'
               fees, court costs and other professional expenses), whether
               foreseeable or unforeseeable, arising directly or indirectly
               out of the use, generation, storage, treatment, release, on-
               or off-site disposal or transportation of Hazardous
               Materials on, into, from, under or about the Premises, the
               Building and the Project and any other real or personal
               property owned by Landlord caused or permitted by Tenant,
               its agents, employees, contractors, licensees or invitees,
               specifically including without limitation the cost of any
               required or necessary repair, restoration, cleanup or
               detoxification of the Premises, the Building and the Project
               and any other real or personal property owned by Landlord,
               and the preparation of any closure or other required plans,
               whether or not such action is required or necessary during
               the Term or after the expiration of this Lease.  If Landlord
               at any time discovers that Tenant or its agents, employees,
               contractors, licensees or invitees may have caused or
               permitted the release of a Hazardous Material on, under,
               from or about the Premises or the Project or any other real
               or personal property owned by Landlord, Tenant shall, at
               Landlord's request, immediately prepare and submit to
               Landlord a comprehensive plan, subject to Landlord's
               approval, specifying the actions to be taken by Tenant to
               return the Premises or the Project or any other real or
               personal property owned by Landlord to the condition
               existing prior to the introduction of such Hazardous
               Materials.  Upon Landlord's approval of such cleanup plan,
               Tenant shall, at its expense, and without limitation of any
               rights and remedies of Landlord under this Lease or at law
               or in equity, immediately implement such plan and proceed to
               cleanup such Hazardous Materials in accordance with all
               applicable laws and as required by such plan and this Lease.
               The provisions of this subsection (e) shall expressly
               survive the expiration or sooner termination of this Lease.

          (f)  Landlord hereby discloses to Tenant, and Tenant hereby
               acknowledges, certain facts relating to Hazardous Materials
               at the Project known by Landlord to exist as of the date of
               this Lease, as more particularly described in EXHIBIT C
               attached hereto.  Tenant shall have no liability or
               responsibility with respect to the Hazardous Materials facts
               described in EXHIBIT C, nor with respect to any Hazardous
               Materials which Tenant proves were not caused or permitted
               by Tenant, its agents, employees, contractors, licensees or
               invitees.  Notwithstanding the preceding two sentences,
               Tenant agrees to notify its agents, employees, contractors,
     <PAGE>
               licensees, and invitees of any exposure or potential
               exposure to Hazardous Materials at the Premises that
               Landlord brings to Tenant's attention.


                       ARTICLE VI.  COMMON AREAS; SERVICES
                       -----------------------------------

     SECTION 6.1.  UTILITIES AND SERVICES.

     Tenant shall be responsible for and shall pay promptly, directly to
     the appropriate supplier, all charges for water, gas, electricity,
     sewer, heat, light, power, telephone, refuse pickup, janitorial
     service, interior landscape maintenance and all other utilities,
     materials and services furnished directly to Tenant or the Premises or
     used by Tenant in, on or about the Premises during the Term, together
     with any taxes thereon.  Landlord shall not be liable for damages or
     otherwise for any failure or interruption of any utility or other
     service furnished to the Premises, and no such failure or interruption
     shall be deemed an eviction or entitle Tenant to terminate this Lease
     or withhold or abate any rent due hereunder.  Landlord shall at all
     reasonable times have free access to all electrical and mechanical
     installations of Landlord.

     SECTION 6.2.  OPERATION AND MAINTENANCE OF COMMON AREAS.

     During the Term, Landlord shall operate all Common Areas within the
     Project.  The term "Common Areas" shall mean all areas which are not
     held for exclusive use by persons entitled to occupy space, and all
     other appurtenant areas and improvements provided by Landlord for the
     common use of Landlord and tenants and their respective employees and
     invitees, including without limitation parking areas and structures,
     driveways, sidewalks, landscaped and planted areas, hallways and
     interior stairwells not located within the premises of any tenant,
     common electrical rooms and roof access entries, common entrances and
     lobbies, elevators, and restrooms not located within the premises of
     any tenant.

     SECTION 6.3.  USE OF COMMON AREAS.

     The occupancy by Tenant of the Premises shall include the use of the
     Common Areas in common with Landlord and with all others for whose
     convenience and use the Common Areas may be provided by Landlord,
     subject, however, to compliance with all rules and regulations as are
     prescribed from time to time by Landlord.  Landlord shall operate and
     maintain the Common Areas in the manner Landlord may determine to be
     appropriate.  All costs incurred by Landlord for the maintenance and
     operation of the Common Areas shall be included in Building Costs
     unless any particular cost incurred can be charged to a specific
     tenant of the Project.  Landlord shall at all times during the Term
     have exclusive control of the Common Areas, and may restrain any use
     or occupancy, except as authorized by Landlord's rules and
     regulations.  Tenant shall keep the Common Areas clear of any
     obstruction or unauthorized use related to Tenant's operations.
     <PAGE>
     Nothing in this Lease shall be deemed to impose liability upon
     Landlord for any damage to or loss of the property of, or for any
     injury to, Tenant, its invitees or employees.  Landlord may
     temporarily close any portion of the Common Areas for repairs,
     remodeling and/or alterations, to prevent a public dedication or the
     accrual of prescriptive rights, or for any other reason deemed
     sufficient by Landlord, without liability to Landlord.

     SECTION 6.4.  PARKING.

     Tenant shall be entitled to the number of vehicle parking spaces set
     forth in Item 14 of the Basic Lease Provisions, which spaces shall be
     unreserved and unassigned, on those portions of the Common Areas
     designated by Landlord for parking.  Tenant shall not use more parking
     spaces than such number. Tenant shall not permit or allow any vehicles
     that belong to or are controlled by Tenant or Tenant's employees,
     suppliers, shippers, customers or invitees to be loaded, unloaded or
     parked in areas other than those designated by Landlord for such
     activities.  If Tenant permits or allows any of the prohibited
     activities described above, then Landlord shall have the right,
     without notice, in addition to such other rights and remedies that
     Landlord may have, to remove or tow away the vehicle involved and
     charge the costs to Tenant.  Parking within the Common Areas shall be
     limited to striped parking stalls, and no parking shall be permitted
     in any driveways, access ways or in any area which would prohibit or
     impede the free flow of traffic within the Common Areas.  Nothing
     contained in this Lease shall be deemed to create liability upon
     Landlord for any damage to motor vehicles of visitors or employees,
     for any loss of property from within those motor vehicles, or for any
     injury to Tenant, its visitors or employees, unless ultimately
     determined to be caused by the sole active negligence or willful
     misconduct of Landlord, its agents, servants and employees.  Landlord
     shall have the right to establish, and from time to time amend, and to
     enforce against all users all reasonable rules and regulations
     (including the designation of areas for employee parking) that
     Landlord may deem necessary and advisable for the proper and efficient
     operation and maintenance of parking within the Common Areas.
     Landlord shall have the right to construct, maintain and operate
     lighting facilities within the parking areas; to change the area,
     level, location and arrangement of the parking areas and improvements
     therein; to restrict parking by tenants, their officers, agents and
     employees to employee parking areas; and to do and perform such other
     acts in and to the parking areas and improvements therein as, in the
     use of good business judgment, Landlord shall determine to be
     advisable.  Any person using the parking area shall observe all
     directional signs and arrows and any posted speed limits.  In no event
     shall Tenant interfere with the use and enjoyment of the parking area
     by other tenants of the Project or their employees or invitees.
     Parking areas shall be used only for parking vehicles.  Washing,
     waxing, cleaning or servicing of vehicles, or the storage of vehicles
     for 24-hour periods, is prohibited unless otherwise authorized by
     Landlord.  Tenant shall be liable for any damage to the parking areas
     caused by Tenant or Tenant's employees, suppliers, shippers, customers
     or invitees, including without limitation damage from excess oil
     <PAGE>
     leakage.  Tenant shall have no right to install any fixtures,
     equipment or personal property in the parking areas.


     SECTION 6.5.  CHANGES AND ADDITIONS BY LANDLORD.

     Landlord reserves the right to make alterations or additions to the
     Project, or to the attendant fixtures, equipment and Common Areas.
     Landlord may at any time relocate or remove any of the various
     buildings (other than the Building), parking areas, and other Common
     Areas, and may add buildings and areas to the Project from time to
     time.  No change shall entitle Tenant to any abatement of rent or
     other claim against Landlord, provided that the change does not
     deprive Tenant of reasonable access to or use of the Premises.


                     ARTICLE VII.  MAINTAINING THE PREMISES
                     --------------------------------------

     SECTION 7.1.  TENANT'S MAINTENANCE AND REPAIR.

     Tenant at its sole expense shall comply with all applicable laws and
     governmental regulations governing the Premises and make all repairs
     necessary to keep the Premises in the condition as existed on the
     Commencement Date (or on any later date that the improvements may have
     been installed), excepting ordinary wear and tear, including without
     limitation the electrical and mechanical systems, any air
     conditioning, ventilating or heating equipment which serves the
     Premises, all walls, glass, windows, doors, door closures, hardware,
     fixtures, electrical, plumbing, fire extinguisher equipment and other
     equipment.  Any damage or deterioration of the Premises shall not be
     deemed ordinary wear and tear if the same could have been prevented by
     good maintenance practices by Tenant.  As part of its maintenance
     obligations hereunder, Tenant shall, at Landlord's request, provide
     Landlord with copies of all maintenance schedules, reports and notices
     prepared by, for or on behalf of Tenant.  Tenant shall obtain
     preventive maintenance contracts from a licensed heating and air
     conditioning contractor to provide for regular inspection and
     maintenance of the heating, ventilating and air conditioning systems
     servicing the Premises, all subject to Landlord's approval.  All
     repairs shall be at least equal in quality to the original work, shall
     be made only by a licensed contractor approved in writing in advance
     by Landlord and shall be made only at the time or times approved by
     Landlord.  Any contractor utilized by Tenant shall be subject to
     Landlord's standard requirements for contractors, as modified from
     time to time.  Landlord shall have the right at all times to inspect
     Tenant's maintenance of all equipment (including without limitation
     air conditioning, ventilating and heating equipment), and may impose
     reasonable restrictions and requirements with respect to repairs, as
     provided in Section 7.3, and the provisions of Section 7.4 shall apply
     to all repairs.  Alternatively, Landlord may elect to make any repair
     or maintenance required hereunder on behalf of Tenant and at Tenant's
     expense, and Tenant shall promptly reimburse Landlord for all costs
     incurred upon submission of an invoice.
     <PAGE>
     SECTION 7.2.     LANDLORD'S MAINTENANCE AND REPAIR.

     Subject to Section 7.1 and Article XI, Landlord shall provide service,
     maintenance and repair with respect to the roof, foundations, and
     footings of the Building, all landscaping, walkways, parking areas,
     Common Areas, exterior lighting, and the exterior surfaces of the
     exterior walls of the Building, except that Tenant at its expense
     shall make all repairs which Landlord deems reasonably necessary as a
     result of the act or negligence of Tenant, its agents, employees,
     invitees, subtenants or contractors.  Landlord shall have the right to
     employ or designate any reputable person or firm, including any
     employee or agent of Landlord or any of Landlord's affiliates or
     divisions, to perform any service, repair or maintenance function.
     Landlord need not make any other improvements or repairs except as
     specifically required under this Lease, and nothing contained in this
     Section shall limit Landlord's right to reimbursement from Tenant for
     maintenance, repair costs and replacement costs as provided elsewhere
     in this Lease.  Tenant understands that it shall not make repairs at
     Landlord's expense or by rental offset.  Tenant further understands
     that Landlord shall not be required to make any repairs to the roof,
     foundations or footings unless and until Tenant has notified Landlord
     in writing of the need for such repair and Landlord shall have a
     reasonable period of time thereafter to commence and complete said
     repair, if warranted.  All costs of any maintenance and repairs on the
     part of Landlord provided hereunder shall be considered part of
     Building Costs.

     SECTION 7.3.  ALTERATIONS.

     Tenant shall make no alterations, additions or improvements to the
     Premises without the prior written consent of Landlord, which consent
     may be given or withheld in Landlord's sole discretion.
     Notwithstanding the foregoing, Landlord shall not unreasonably
     withhold its consent to any alterations, additions or improvements to
     the Premises which cost less than One Dollar ($1.00) per square foot
     of the improved portions of the Premises (excluding warehouse square
     footage) and do not (i) affect the exterior of the Building or outside
     areas (or be visible from adjoining sites), or (ii) affect or
     penetrate any of the structural portions of the Building, including
     but not limited to the roof, or (iii) require any change to the basic
     floor plan of the Premises, any change to any structural or mechanical
     systems of the Premises, or any governmental permit as a prerequisite
     to the construction thereof, or (iv) interfere in any manner with the
     proper functioning of or Landlord's access to any mechanical,
     electrical, plumbing or HVAC systems, facilities or equipment located
     in or serving the Building, or (v) diminish the value of the Premises.
     Landlord may impose, as a condition to its consent, any requirements
     that Landlord in its discretion may deem reasonable or desirable,
     including but not limited to a requirement that all work be covered by
     a lien and completion bond satisfactory to Landlord and requirements
     as to the manner, time, and contractor for performance of the work.
     Tenant shall obtain all required permits for the work and shall
     perform the work in compliance with all applicable laws, regulations
     and ordinances, all covenants, conditions and restrictions affecting
     <PAGE>
     the Project, and the Rules and Regulations (hereafter defined). Tenant
     understands and agrees that Landlord shall be entitled to a
     supervision fee in the amount of five percent (5%) of the cost of the
     work.  If any governmental entity requires, as a condition to any
     proposed alterations, additions or improvements to the Premises by
     Tenant, that improvements be made to the Common Areas, and if Landlord
     consents to such improvements to the Common Areas, then Tenant shall,
     at Tenant's sole expense, make such required improvements to the
     Common Areas in such manner, utilizing such materials, and with such
     contractors (including, if required by Landlord, Landlord's
     contractors) as Landlord may require in its sole discretion.  Under no
     circumstances shall Tenant make any improvement which incorporates any
     Hazardous Materials, including without limitation asbestos-containing
     construction materials into the Premises.  Any request for Landlord's
     consent shall be made in writing and shall contain architectural plans
     describing the work in detail reasonably satisfactory to Landlord.
     Unless Landlord otherwise agrees in writing, all alterations,
     additions or improvements affixed to the Premises (excluding moveable
     trade fixtures and furniture) shall become the property of Landlord
     and shall be surrendered with the Premises at the end of the Term,
     except that Landlord may, by notice to Tenant, require Tenant to
     remove by the Expiration Date, or sooner termination date of this
     Lease, all or any alterations, decorations, fixtures, additions,
     improvements and the like installed either by Tenant or by Landlord at
     Tenant's request and to repair any damage to the Premises arising from
     that removal.  Except as otherwise provided in this Lease or in any
     Exhibit to this Lease, should Landlord make any alteration or
     improvement to the Premises for Tenant, Landlord shall be entitled to
     prompt reimbursement from Tenant for all costs incurred.

     SECTION 7.4.  MECHANIC'S LIENS.

     Tenant shall keep the Premises free from any liens arising out of any
     work performed, materials furnished, or obligations incurred by or for
     Tenant.  Upon request by Landlord, Tenant shall promptly cause any
     such lien to be released by posting a bond in accordance with
     California Civil Code Section 3143 or any successor statute.  In the
     event that Tenant shall not, within thirty (30) days following the
     imposition of any lien, cause the lien to be released of record by
     payment or posting of a proper bond, Landlord shall have, in addition
     to all other available remedies, the right to cause the lien to be
     released by any means it deems proper, including payment of or defense
     against the claim giving rise to the lien.  All expenses so incurred
     by Landlord, including Landlord's attorneys' fees, and any
     consequential or other damages incurred by Landlord arising out of
     such lien, shall be reimbursed by Tenant promptly following Landlord's
     demand, together with interest from the date of payment by Landlord at
     the maximum rate permitted by law until paid.  Tenant shall give
     Landlord no less than twenty (20) days' prior notice in writing before
     commencing construction of any kind on the Premises so that Landlord
     may post and maintain notices of nonresponsibility on the Premises.
     <PAGE>
     SECTION 7.5.  ENTRY AND INSPECTION.

     Landlord shall at all reasonable times, upon written or oral notice
     (except in emergencies, when no notice shall be required) have the
     right to enter the Premises to inspect them, to supply services in
     accordance with this Lease, to protect the interests of Landlord in
     the Premises, and to submit the Premises to prospective or actual
     purchasers or encumbrance holders (or, during the last one hundred and
     eighty (180) days of the Term or when an uncured Tenant default
     exists, to prospective tenants), all without being deemed to have
     caused an eviction of Tenant and without abatement of rent except as
     provided elsewhere in this Lease.  Landlord shall have the right, if
     desired, to retain a key which unlocks all of the doors in the
     Premises, excluding Tenant's vaults and safes, and Landlord shall have
     the right to use any and all means which Landlord may deem proper to
     open the doors in an emergency in order to obtain entry to the
     Premises, and any entry to the Premises obtained by Landlord shall not
     under any circumstances be deemed to be a forcible or unlawful entry
     into, or a detainer of, the Premises, or any eviction of Tenant from
     the Premises.


            ARTICLE VIII.  TAXES AND ASSESSMENTS ON TENANT'S PROPERTY
            ---------------------------------------------------------

     Tenant shall be liable for and shall pay, at least ten (10) days
     before delinquency, all taxes and assessments levied against all
     personal property of Tenant located in the Premises, and against any
     alterations, additions or like improvements made to the Premises by or
     on behalf of Tenant.  When possible Tenant shall cause its personal
     property and alterations to be assessed and billed separately from the
     real property of which the Premises form a part.  If any taxes on
     Tenant's personal property and/or alterations are levied against
     Landlord or Landlord's property and if Landlord pays the same, or if
     the assessed value of Landlord's property is increased by the
     inclusion of a value placed upon the personal property and/or
     alterations of Tenant and if Landlord pays the taxes based upon the
     increased assessment, Tenant shall pay to Landlord the taxes so levied
     against Landlord or the proportion of the taxes resulting from the
     increase in the assessment.  In calculating what portion of any tax
     bill which is assessed against Landlord separately, or Landlord and
     Tenant jointly, is attributable to Tenant's alterations and personal
     property, Landlord's reasonable determination shall be conclusive.


                     ARTICLE IX.  ASSIGNMENT AND SUBLETTING
                     --------------------------------------

     SECTION 9.1.  RIGHTS OF PARTIES.

          (a)  Notwithstanding any provision of this Lease to the contrary,
               Tenant will not, either voluntarily or by operation of law,
               assign, sublet, encumber, or otherwise transfer all or any
               part of Tenant's interest in this lease, or permit the
     <PAGE>
               Premises to be occupied by anyone other than Tenant, without
               Landlord's prior written consent, which consent shall not
               unreasonably be withheld in accordance with the provisions
               of Section 9.1.(b).  No assignment (whether voluntary,
               involuntary or by operation of law) and no subletting shall
               be valid or effective without Landlord's prior written
               consent and, at Landlord's election, any such assignment or
               subletting or attempted assignment or subletting shall
               constitute a material default of this Lease.  Landlord shall
               not be deemed to have given its consent to any assignment or
               subletting by any other course of action, including its
               acceptance of any name for listing in the Building
               directory.  To the extent not prohibited by provisions of
               the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the
               "Bankruptcy Code"), including Section 365(f)(1), Tenant on
               behalf of itself and its creditors, administrators and
               assigns waives the applicability of Section 365(e) of the
               Bankruptcy Code unless the proposed assignee of the Trustee
               for the estate of the bankrupt meets Landlord's standard for
               consent as set forth in Section 9.1(b) of this Lease.  If
               this Lease is assigned to any person or entity pursuant to
               the provisions of the Bankruptcy Code, any and all monies or
               other considerations to be delivered in connection with the
               assignment shall be delivered to Landlord, shall be and
               remain the exclusive property of Landlord and shall not
               constitute property of Tenant or of the estate of Tenant
               within the meaning of the Bankruptcy Code.  Any person or
               entity to which this Lease is assigned pursuant to the
               provisions of the Bankruptcy Code shall be deemed to have
               assumed all of the obligations arising under this Lease on
               and after the date of the assignment,  and shall upon demand
               execute and deliver to Landlord an instrument confirming
               that assumption.

          (b)  If Tenant desires to transfer an interest in this Lease, it
               shall first notify Landlord of its desire and shall submit
               in writing to Landlord:  (i) the name and address of the
               proposed transferee; (ii) the nature of any proposed
               subtenant's or assignee's business to be carried on in the
               Premises; (iii) the terms and provisions of any proposed
               sublease or assignment, including a copy of the proposed
               assignment or sublease form; (iv) evidence of insurance of
               the proposed assignee or subtenant complying with the
               requirements of EXHIBIT D hereto; (v) a completed
               Environmental Questionnaire from the proposed assignee or
               subtenant; and (vi) any other information requested by
               Landlord and reasonably related to the transfer.  Except as
               provided in Subsection (e) of this Section, Landlord shall
               not unreasonably withhold its consent, provided:  (1) the
               use of the Premises will be consistent with the provisions
               of this Lease; (2) the proposed assignee or subtenant has
               not been required by any prior landlord, lender or
               governmental authority to take remedial action in connection
               with Hazardous Materials contaminating a property arising
     <PAGE>
               out of the proposed assignee's or subtenant's actions or use
               of the property in question and is not subject to any
               enforcement order issued by any governmental authority in
               connection with the use, disposal or storage of a Hazardous
               Material; (3) at Landlord's election, insurance requirements
               shall be brought into conformity with Landlord's then
               current leasing practice; (4) any proposed subtenant or
               assignee demonstrates that it is financially responsible by
               submission to Landlord of all reasonable information as
               Landlord may request concerning the proposed subtenant or
               assignee, including, but not limited to, a balance sheet of
               the proposed subtenant or assignee as of a date within
               ninety (90) days of the request for Landlord's consent and
               statements of income or profit and loss of the proposed
               subtenant or assignee for the two-year period preceding the
               request for Landlord's consent, and/or a certification
               signed by the proposed subtenant or assignee that it has not
               been evicted or been in arrears in rent at any other leased
               premises for the 3-year period preceding the request for
               Landlord's consent; (5) any proposed subtenant or assignee
               demonstrates to Landlord's reasonable satisfaction a record
               of successful experience in business; (6) the proposed
               assignee or subtenant is not an existing tenant of the
               Project or a prospect with whom Landlord is negotiating to
               become a tenant at the Project; and (7) the proposed
               transfer will not impose additional burdens or adverse tax
               effects on Landlord.  If Tenant has any exterior sign rights
               under this Lease, such rights are personal to Tenant and may
               not be assigned or transferred to any assignee of this Lease
               or subtenant of the Premises without Landlord's prior
               written consent, which may be withheld in Landlord's sole
               and absolute discretion.

               If Landlord consents to the proposed transfer, Tenant may
               within ninety (90) days after the date of the consent effect
               the transfer upon the terms described in the information
               furnished to Landlord; provided that any material change in
               the terms shall be subject to Landlord's consent as set
               forth in this Section.  Landlord shall approve or disapprove
               any requested transfer within thirty (30) days following
               receipt of Tenant's written request, the information set
               forth above, and the fee set forth below.

          (c)  Notwithstanding the provisions of Subsection (b) above, in
               lieu of consenting to a proposed assignment or subletting,
               Landlord may elect to (i) sublease the Premises (or the
               portion proposed to be subleased), or take an assignment of
               Tenant's interest in this Lease, upon the same terms as
               offered to the proposed subtenant or assignee (excluding
               terms relating to the purchase of personal property, the use
               of Tenant's name or the continuation of Tenant's business),
               or (ii) terminate this Lease as to the portion of the
               Premises proposed to be subleased or assigned with a
               proportionate abatement in the rent payable under this
     <PAGE>
               Lease, effective on the date that the proposed sublease or
               assignment would have become effective.  Landlord may
               thereafter, at its option, assign or re-let any space so
               recaptured to any third party, including without limitation
               the proposed transferee of Tenant.

          (d)  Tenant agrees that fifty percent (50%) of any amounts paid
               by the assignee or subtenant, however described, in excess
               of (i) the Basic Rent payable by Tenant hereunder, or in the
               case of a sublease of a portion of the Premises, in excess
               of the Basic Rent reasonably allocable to such portion, plus
               (ii) Tenant's direct out-of-pocket costs which Tenant
               certifies to Landlord have been paid to provide occupancy
               related services to such assignee or subtenant of a nature
               commonly provided by landlords of similar space, shall be
               the property of Landlord and such amounts shall be payable
               directly to Landlord by the assignee or subtenant or, at
               Landlord's option, by Tenant.  At Landlord's request, a
               written agreement shall be entered into by and among Tenant,
               Landlord and the proposed assignee or subtenant confirming
               the requirements of this subsection.

          (e)  Tenant shall pay to Landlord a fee of Two Hundred Fifty
               Dollars ($250.00) if and when any transfer hereunder is
               requested by Tenant.  Such fee is hereby acknowledged as a
               reasonable amount to reimburse Landlord for its costs of
               review and evaluation of a proposed assignee/sublessee, and
               Landlord shall not be obligated to commence such review and
               evaluation unless and until such fee is paid.

     SECTION 9.2.  EFFECT OF TRANSFER.

     No subletting or assignment, even with the consent of Landlord, shall
     relieve Tenant of its obligation to pay rent and to perform all its
     other obligations under this Lease.  Moreover, Tenant shall indemnify
     and hold Landlord harmless, as provided in Section 10.3, for any act
     or omission by an assignee or subtenant. Each assignee, other than
     Landlord, shall be deemed to assume all obligations of Tenant under
     this Lease and shall be liable jointly and severally with Tenant for
     the payment of all rent, and for the due performance of all of
     Tenant's obligations, under this Lease.  No transfer shall be binding
     on Landlord unless any document memorializing the transfer is
     delivered to Landlord and both the assignee/subtenant and Tenant
     deliver to Landlord an executed consent to transfer instrument
     prepared by Landlord and consistent with the requirements of this
     Article.  The acceptance by Landlord of any payment due under this
     Lease from any other person shall not be deemed to be a waiver by
     Landlord of any provision of this Lease or to be a consent to any
     transfer.  Consent by Landlord to one or more transfers shall not
     operate as a waiver or estoppel to the future enforcement by Landlord
     of its rights under this Lease.
     <PAGE>
     SECTION 9.3.  SUBLEASE REQUIREMENTS.

     The following terms and conditions shall apply to any subletting by
     Tenant of all or any part of the Premises and shall be deemed included
     in each sublease:

          (a)  Each and every provision contained in this Lease (other than
               with respect to the payment of rent hereunder) is
               incorporated by reference into and made a part of such
               sublease, with "Landlord" hereunder meaning the sublandlord
               therein and "Tenant" hereunder meaning the subtenant
               therein.

          (b)  Tenant hereby irrevocably assigns to Landlord all of
               Tenant's interest in all rentals and income arising from any
               sublease of the Premises, and Landlord may collect such rent
               and income and apply same toward Tenant's obligations under
               this Lease; provided, however, that until a default occurs
               in the performance of Tenant's obligations under this Lease,
               Tenant shall have the right to receive and collect the
               sublease rentals.  Landlord shall not, by reason of this
               assignment or the collection of sublease rentals, be deemed
               liable to the subtenant for the performance of any of
               Tenant's obligations under the sublease.  Tenant hereby
               irrevocably authorizes and directs any subtenant, upon
               receipt of a written notice from Landlord stating that an
               uncured default exists in the performance of Tenant's
               obligations under this Lease, to pay to Landlord all sums
               then and thereafter due under the sublease.  Tenant agrees
               that the subtenant may rely on that notice without any duty
               of further inquiry and notwithstanding any notice or claim
               by Tenant to the contrary.  Tenant shall have no right or
               claim against the subtenant or Landlord for any rentals so
               paid to Landlord.

          (c)  In the event of the termination of this Lease, Landlord may,
               at its sole option, take over Tenant's entire interest in
               any sublease and, upon notice from Landlord, the subtenant
               shall attorn to Landlord.  In no event, however, shall
               Landlord be liable for any previous act or omission by
               Tenant under the sublease or for the return of any advance
               rental payments or deposits under the sublease that have not
               been actually delivered to Landlord, nor shall Landlord be
               bound by any sublease modification executed without
               Landlord's consent or for any advance rental payment by the
               subtenant in excess of one month's rent.  The general
               provisions of this Lease, including without limitation those
               pertaining to insurance and indemnification, shall be deemed
               incorporated by reference into the sublease despite the
               termination of this Lease.
     <PAGE>
     SECTION 9.4.  CERTAIN TRANSFERS.

     The sale of all or substantially all of Tenant's assets (other than
     bulk sales in the ordinary course of business) or, if Tenant is a
     corporation, an unincorporated association, or a partnership, the
     transfer, assignment or hypothecation of any stock or interest in such
     corporation, association, or partnership in the aggregate of twenty-
     five percent (25%) (except for publicly traded shares of stock
     constituting a transfer of twenty-five percent (25%) or more in the
     aggregate, so long as no change in the controlling interest of Tenant
     occurs as a result thereof) shall be deemed an assignment within the
     meaning and provisions of this Article.  Notwithstanding the
     foregoing, Landlord's consent shall not be required for the assignment
     of this Lease to any entity controlling, controlled by or under common
     control with Tenant, or as a result of a merger by Tenant with or into
     another entity, so long as (i) the net worth of the successor entity
     after such assignment or merger is at least equal to the greater of
     the net worth of Tenant as of the execution of this Lease by Landlord
     or the net worth of Tenant immediately prior to the date of such
     assignment or merger, evidence of which, satisfactory to Landlord,
     shall be presented to Landlord prior to such assignment or merger,
     (ii) Tenant shall provide to Landlord, prior to such assignment or
     merger, written notice of such assignment or merger and such
     assignment documentation and other information as Landlord may request
     in connection therewith, and (iii) all of the other terms and
     requirements of this Article shall apply with respect to such
     assignment.


                       ARTICLE X.  INSURANCE AND INDEMNITY
                       -----------------------------------

     SECTION 10.1.  TENANT'S INSURANCE.

     Tenant, at its sole cost and expense, shall provide and maintain in
     effect the insurance described in EXHIBIT D.  Evidence of that
     insurance must be delivered to Landlord prior to the Commencement
     Date.

     SECTION 10.2.  LANDLORD'S INSURANCE.

     Landlord may, at its election, provide any or all of the following
     types of insurance, with or without deductible and in amounts and
     coverages as may be determined by Landlord in its discretion:  "all
     risk" property insurance, subject to standard exclusions, covering the
     Building or Project, and such other risks as Landlord or its
     mortgagees may from time to time deem appropriate, including leasehold
     improvements made by Landlord, and commercial general liability
     coverage.  Landlord shall not be required to carry insurance of any
     kind on Tenant's property, including leasehold improvements, trade
     fixtures, furnishings, equipment, plate glass, signs and all other
     items of personal property, and shall not be obligated to repair or
     replace that property should damage occur.  All proceeds of insurance
     maintained by Landlord upon the Building and Project shall be the
     <PAGE>
     property of Landlord, whether or not Landlord is obligated to or
     elects to make any repairs.  At Landlord's option, Landlord may self-
     insure all or any portion of the risks for which Landlord elects to
     provide insurance hereunder.

     SECTION 10.3.  TENANT'S INDEMNITY.

     To the fullest extent permitted by law, Tenant shall defend,
     indemnify, protect, save and hold harmless Landlord, its agents, and
     any and all affiliates of Landlord, including, without limitation, any
     corporations or other entities controlling, controlled by or under
     common control with Landlord, from and against any and all claims,
     liabilities, costs or expenses arising either before or after the
     Commencement Date from Tenant's use or occupancy of the Premises, the
     Building or the Common Areas, or from the conduct of its business, or
     from any activity, work, or thing done, permitted or suffered by
     Tenant or its agents, employees, invitees or licensees in or about the
     Premises, the Building or the Common Areas, or from any default in the
     performance of any obligation on Tenant's part to be performed under
     this Lease, or from any act or negligence of Tenant or its agents,
     employees, visitors, patrons, guests, invitees or licensees.  Landlord
     may, at its option, require Tenant to assume Landlord's defense in any
     action covered by this Section through counsel satisfactory to
     Landlord.  The provisions of this Section shall expressly survive the
     expiration or sooner termination of this Lease.

     SECTION 10.4.  LANDLORD'S NONLIABILITY.

     Unless and to the extent caused by the negligence or willful
     misconduct of Landlord or its employees or authorized agents, Landlord
     shall not be liable to Tenant, its employees, agents and invitees, and
     Tenant hereby waives all claims against Landlord for loss of or damage
     to any property, or any injury to any person, or any other loss, cost,
     damage, injury or liability whatsoever resulting from, but not limited
     to, fire, explosion, falling plaster, steam, gas, electricity, water
     or rain which may leak or flow from or into any part of the Building
     or from the breakage, leakage, obstruction or other defects of the
     pipes, sprinklers, wires, appliances, plumbing, air conditioning,
     electrical works or other fixtures in the Building, whether the damage
     or injury results from conditions arising in the Premises or in other
     portions of the Project.  Notwithstanding any provision of this Lease
     to the contrary, and regardless of the negligence or willful
     misconduct of Landlord or its employees or authorized agents, Landlord
     shall in no event be liable to Tenant, its employees, agents, and
     invitees, and Tenant hereby waives all claims against Landlord:  (i)
     for loss or interruption of Tenant's business or income (including,
     without limitation, any consequential damages and lost profit or
     opportunity costs), and (ii) for  any other loss, cost, damage, injury
     or liability resulting from acts of God (except with respect to
     restoration obligations pursuant to Article XI below), acts of civil
     disobedience or insurrection, or acts or omissions (criminal or
     otherwise) of any third parties (other than Landlord's employees or
     authorized agents), including without limitation, any other tenants
     within the Project or their agents, employees, contractors, guests or
     <PAGE>
     invitees. It is understood that any such condition may require the
     temporary evacuation or closure of all or a portion of the Building.
     Except as provided in Sections 11.1 and 12.1 below, there shall be no
     abatement of rent and no liability of Landlord by reason of any injury
     to or interference with Tenant's business (including without
     limitation consequential damages and lost profit or opportunity costs)
     arising from the making of any repairs, alterations or improvements to
     any portion of the Building, including repairs to the Premises, nor
     shall any related activity by Landlord constitute an actual or
     constructive eviction; provided, however, that in making repairs,
     alterations or improvements, Landlord shall interfere as little as
     reasonably practicable with the conduct of Tenant's business in the
     Premises.  Neither Landlord nor its agents shall be liable for
     interference with light or other similar intangible interests.  Tenant
     shall immediately notify Landlord in case of fire or accident in the
     Premises, the Building or the Project and of defects in any
     improvements or equipment.

     SECTION 10.5.  WAIVER OF SUBROGATION.

     Landlord and Tenant each hereby waives all rights of recovery against
     the other and the other's agents on account of loss and damage
     occasioned to the property of such waiving party to the extent only
     that such loss or damage is required to be insured against under any
     "all risk" property insurance policies required by this Article X;
     provided however, that (i) the foregoing waiver shall not apply to the
     extent of Tenant's obligations to pay deductibles under any such
     policies and this Lease, and (ii) if any loss is due to the act,
     omission or negligence or willful misconduct of Tenant or its agents,
     employees, contractors, guests or invitees, Tenant's liability
     insurance shall be primary and shall cover all losses and damages
     prior to any other insurance hereunder.  By this waiver it is the
     intent of the parties that neither Landlord nor Tenant shall be liable
     to any insurance company (by way of subrogation or otherwise) insuring
     the other party for any loss or damage insured against under any "all-
     risk" property insurance policies required by this Article, even
     though such loss or damage might be occasioned by the negligence of
     such party, its agents, employees, contractors, guests or invitees.
     The provisions of this Section shall not limit the indemnification
     provisions elsewhere contained in this Lease.


                       ARTICLE XI.  DAMAGE OR DESTRUCTION
                       ----------------------------------

     SECTION 11.1.  RESTORATION.

          (a)  If the Building is damaged, Landlord shall repair that
               damage as soon as reasonably possible, at its expense,
               unless:  (i) Landlord reasonably determines that the cost of
               repair is not covered by Landlord's fire and extended
               coverage insurance plus such additional amounts Tenant
               elects, at its option, to contribute, excluding however the
               deductible (for which Tenant shall be responsible for
     <PAGE>
               Tenant's proportionate share); (ii) Landlord reasonably
               determines that the Premises cannot, with reasonable
               diligence, be fully repaired by Landlord (or cannot be
               safely repaired because of the presence of hazardous
               factors, including without limitation Hazardous Materials,
               earthquake faults, and other similar dangers) within two
               hundred seventy (270) days after the date of the damage;
               (iii) an event of default by Tenant has occurred and is
               continuing at the time of such damage; or (iv) the damage
               occurs during the final twelve (12) months of the Term.
               Should Landlord elect not to repair the damage for one of
               the preceding reasons, Landlord shall so notify Tenant in
               writing within sixty (60) days after the damage occurs and
               this Lease shall terminate as of the date of that notice.

          (b)  Unless Landlord elects to terminate this Lease in accordance
               with subsection (a) above, this Lease shall continue in
               effect for the remainder of the Term; provided that so long
               as Tenant is not in default under this Lease, if the damage
               is so extensive that Landlord reasonably determines that the
               Premises cannot, with reasonable diligence, be repaired by
               Landlord (or cannot be safely repaired because of the
               presence of hazardous factors, earthquake faults, and other
               similar dangers) so as to allow Tenant's substantial use and
               enjoyment of the Premises within two hundred seventy (270)
               days after the date of damage, then Tenant may elect to
               terminate this Lease by written notice to Landlord within
               the sixty (60) day period stated in subsection (a).

          (c)  Commencing on the date of any damage to the Building, and
               ending on the sooner of the date the damage is repaired or
               the date this Lease is terminated, the rental to be paid
               under this Lease shall be abated in the same proportion that
               the floor area of the Building that is rendered unusable by
               the damage from time to time bears to the total floor area
               of the Building, but only to the extent that any business
               interruption insurance proceeds are received by Landlord
               therefor from Tenant's insurance described in EXHIBIT D.

          (d)  Notwithstanding the provisions of subsections (a), (b) and
               (c) of this Section, and subject to the provisions of
               Section 10.5 above, the cost of any repairs shall be borne
               by Tenant, and Tenant shall not be entitled to rental
               abatement or termination rights, if the damage is due to the
               fault or neglect of Tenant or its employees, subtenants,
               invitees or representatives.  In addition, the provisions of
               this Section shall not be deemed to require Landlord to
               repair any improvements or fixtures that Tenant is obligated
               to repair or insure pursuant to any other provision of this
               Lease.

          (e)  Tenant shall fully cooperate with Landlord in removing
               Tenant's personal property and any debris from the Premises
               to facilitate all inspections of the Premises and the making
     <PAGE>
               of any repairs.  Notwithstanding anything to the contrary
               contained in this Lease, if Landlord in good faith believes
               there is a risk of injury to persons or damage to property
               from entry into the Building or Premises following any
               damage or destruction thereto, Landlord may restrict entry
               into the Building or the Premises by Tenant, its employees,
               agents and contractors in a non-discriminatory manner,
               without being deemed to have violated Tenant's rights of
               quiet enjoyment to, or made an unlawful detainer of, or
               evicted Tenant from, the Premises.  Upon request, Landlord
               shall consult with Tenant to determine if there are safe
               methods of entry into the Building or the Premises solely in
               order to allow Tenant to retrieve files, data in computers,
               and necessary inventory, subject however to all indemnities
               and waivers of liability from Tenant to Landlord contained
               in this Lease and any additional indemnities and waivers of
               liability which Landlord may require.

     SECTION 11.2.  LEASE GOVERNS.

     Tenant agrees that the provisions of this Lease, including without
     limitation Section 11.1, shall govern any damage or destruction and
     shall accordingly supersede any contrary statute or rule of law.


                          ARTICLE XII.  EMINENT DOMAIN
                          ----------------------------

     SECTION 12.1.  TOTAL OR PARTIAL TAKING.

     If all or a material portion of the Premises is taken by any lawful
     authority by exercise of the right of eminent domain, or sold to
     prevent a taking, either Tenant or Landlord may terminate this Lease
     effective as of the date possession is required to be surrendered to
     the authority.  In the event title to a portion of the Premises is
     taken or sold in lieu of taking, and if Landlord elects to restore the
     Premises in such a way as to alter the Premises materially, either
     party may terminate this Lease, by written notice to the other party,
     effective on the date of vesting of title.  In the event neither party
     has elected to terminate this Lease as provided above, then Landlord
     shall promptly, after receipt of a sufficient condemnation award,
     proceed to restore the Premises to substantially their condition prior
     to the taking, and a proportionate allowance shall be made to Tenant
     for the rent corresponding to the time during which, and to the part
     of the Premises of which, Tenant is deprived on account of the taking
     and restoration.  In the event of a taking, Landlord shall be entitled
     to the entire amount of the condemnation award without deduction for
     any estate or interest of Tenant; provided that nothing in this
     Section shall be deemed to give Landlord any interest in, or prevent
     Tenant from seeking any award against the taking authority for, the
     taking of personal property and fixtures belonging to Tenant or for
     relocation or business interruption expenses recoverable from the
     taking authority.
     <PAGE>
     SECTION 12.2.  TEMPORARY TAKING.

     No temporary taking of the Premises shall terminate this Lease or give
     Tenant any right to abatement of rent, and any award specifically
     attributable to a temporary taking of the Premises shall belong
     entirely to Tenant.  A temporary taking shall be deemed to be a taking
     of the use or occupancy of the Premises for a period of not to exceed
     one hundred eighty (180) days.

     SECTION 12.3.  TAKING OF PARKING AREA.

     In the event there shall be a taking of the parking area such that
     Landlord can no longer provide sufficient parking to comply with this
     Lease, Landlord may substitute reasonably equivalent parking in a
     location reasonably close to the Building; provided that if Landlord
     fails to make that substitution within one hundred eighty (180) days
     following the taking and if the taking materially impairs Tenant's use
     and enjoyment of the Premises, Tenant may, at its option, terminate
     this Lease by written notice to Landlord.  If this Lease is not so
     terminated by Tenant, there shall be no abatement of rent and this
     Lease shall continue in effect.


         ARTICLE XIII.  SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS
         --------------------------------------------------------------

     SECTION 13.1.  SUBORDINATION.

     At the option of Landlord, this Lease shall be either superior or
     subordinate to all ground or underlying leases, mortgages and deeds of
     trust, if any, which may hereafter affect the Premises, and to all
     renewals, modifications, consolidations, replacements and extensions
     thereof; provided, that so long as Tenant is not in default under this
     Lease, this Lease shall not be terminated or Tenant's quiet enjoyment
     of the Premises disturbed in the event of termination of any such
     ground or underlying lease, or the foreclosure of any such mortgage or
     deed of trust, to which Tenant has subordinated this Lease pursuant to
     this Section.  In the event of a termination or foreclosure, Tenant
     shall become a tenant of and attorn to the successor-in-interest to
     Landlord upon the same terms and conditions as are contained in this
     Lease, and shall execute any instrument reasonably required by
     Landlord's successor for that purpose.  Tenant shall also, upon
     written request of Landlord, execute and deliver all instruments as
     may be required from time to time to subordinate the rights of Tenant
     under this Lease to any ground or underlying lease or to the lien of
     any mortgage or deed of trust (provided that such instruments include
     the nondisturbance and attornment provisions set forth above), or, if
     requested by Landlord, to subordinate, in whole or in part, any ground
     or underlying lease or the lien of any mortgage or deed of trust to
     this Lease.
     <PAGE>
     SECTION 13.2.  ESTOPPEL CERTIFICATE.

          (a)  Tenant shall, at any time upon not less than ten (10) days
               prior written notice from Landlord, execute, acknowledge and
               deliver to Landlord, in any form that Landlord may
               reasonably require, a statement in writing (i) certifying
               that this Lease is unmodified and in full force and effect
               (or, if modified, stating the nature of the modification and
               certifying that this Lease, as modified, is in full force
               and effect) and the dates to which the rental, additional
               rent and other charges have been paid in advance, if any,
               and (ii) acknowledging that, to Tenant's knowledge, there
               are no uncured defaults on the part of Landlord, or
               specifying each default if any are claimed, and (iii)
               setting forth all further information that Landlord may
               reasonably require.  Tenant's statement may be relied upon
               by any prospective purchaser or encumbrancer of the
               Premises.

          (b)  Notwithstanding any other rights and remedies of Landlord,
               Tenant's failure to deliver any estoppel statement within
               the provided time shall be conclusive upon Tenant that (i)
               this Lease is in full force and effect, without modification
               except as may be represented by Landlord, (ii) there are no
               uncured defaults in Landlord's performance, and (iii) not
               more than one month's rental has been paid in advance.

     SECTION 13.3  FINANCIALS.

          (a)  Tenant shall deliver to Landlord, prior to the execution of
               this Lease and thereafter at any time upon Landlord's
               request, Tenant's current tax returns and financial
               statements, certified true, accurate and complete by the
               chief financial officer of Tenant, including a balance sheet
               and profit and loss statement for the most recent prior year
               (collectively, the "Statements"), which Statements shall
               accurately and completely reflect the financial condition of
               Tenant.  Landlord agrees that it will keep the Statements
               confidential, except that Landlord shall have the right to
               deliver the same to any proposed purchaser or encumbrancer
               of the Premises.

          (b)  Tenant acknowledges that Landlord is relying on the
               Statements in its determination to enter into this Lease,
               and Tenant represents to Landlord, which representation
               shall be deemed made on the date of this Lease and again on
               the Commencement Date, that no material change in the
               financial condition of Tenant, as reflected in the
               Statements, has occurred since the date Tenant delivered the
               Statements to Landlord.  The Statements are represented and
               warranted by Tenant to be correct and to accurately and
               fully reflect Tenant's true financial condition as of the
               date of submission by any Statements to Landlord.
     <PAGE>
                       ARTICLE XIV.  DEFAULTS AND REMEDIES
                       -----------------------------------

     SECTION 14.1.  TENANT'S DEFAULTS.

     In addition to any other event of default set forth in this Lease, the
     occurrence of any one or more of the following events shall constitute
     a default by Tenant:

          (a)  The failure by Tenant to make any payment of rent or
               additional rent required to be made by Tenant, as and when
               due, where the failure continues for a period of three (3)
               days after written notice from Landlord to Tenant; provided,
               however, that any such notice shall be in lieu of, and not
               in addition to, any notice required under California Code of
               Civil Procedure Section 1161 and 1161(a) as amended.  For
               purposes of these default and remedies provisions, the term
               "additional rent" shall be deemed to include all amounts of
               any type whatsoever other than Basic Rent to be paid by
               Tenant pursuant to the terms of this Lease.

          (b)  Assignment, sublease, encumbrance or other transfer of the
               Lease by Tenant, either voluntarily or by operation of law,
               whether by judgment, execution, transfer by intestacy or
               testacy, or other means, without the prior written consent
               of Landlord.

          (c)  The discovery by Landlord that any financial statement
               provided by Tenant, or by any affiliate, successor or
               guarantor of Tenant, was materially false.

          (d)  The failure of Tenant to timely and fully provide any
               subordination agreement, estoppel certificate or financial
               statements in accordance with the requirements of
               Article XIII.

          (e)  The failure or inability by Tenant to observe or perform any
               of the express or implied covenants or provisions of this
               Lease to be observed or performed by Tenant, other than as
               specified in any other subsection of this Section, where the
               failure continues for a period of thirty (30) days after
               written notice from Landlord to Tenant or such shorter
               period as is specified in any other provision of this Lease;
               provided, however, that any such notice shall be in lieu of,
               and not in addition to, any notice required under California
               Code of Civil Procedure Section 1161 and 1161(a) as amended.
               However, if the nature of the failure is such that more than
               thirty (30) days are reasonably required for its cure, then
               Tenant shall not be deemed to be in default if Tenant
               commences the cure within thirty (30) days, and thereafter
               diligently pursues the cure to completion.
     <PAGE>
          (f)  (i) The making by Tenant of any general assignment for the
               benefit of creditors; (ii) the filing by or against Tenant
               of a petition to have Tenant adjudged a Chapter 7 debtor
               under the Bankruptcy Code or to have debts discharged or a
               petition for reorganization or arrangement under any law
               relating to bankruptcy (unless, in the case of a petition
               filed against Tenant, the same is dismissed within thirty
               (30) days); (iii) the appointment of a trustee or receiver
               to take possession of substantially all of Tenant's assets
               located at the Premises or of Tenant's interest in this
               Lease, if possession is not restored to Tenant within thirty
               (30) days; (iv) the attachment, execution or other judicial
               seizure of substantially all of Tenant's assets located at
               the Premises or of Tenant's interest in this Lease, where
               the seizure is not discharged within thirty (30) days; or
               (v) Tenant's convening of a meeting of its creditors for the
               purpose of effecting a moratorium upon or composition of its
               debts.  Landlord shall not be deemed to have knowledge of
               any event described in this subsection unless notification
               in writing is received by Landlord, nor shall there be any
               presumption attributable to Landlord of Tenant's insolvency.
               In the event that any provision of this subsection is
               contrary to applicable law, the provision shall be of no
               force or effect.

     SECTION 14.2.  LANDLORD'S REMEDIES.

          (a)  In the event of any default by Tenant, or in the event of
               the abandonment of the Premises by Tenant, then in addition
               to any other remedies available to Landlord, Landlord may
               exercise the following remedies:

               (i)  Landlord may terminate Tenant's right to possession of
                    the Premises by any lawful means, in which case this
                    Lease shall terminate and Tenant shall immediately
                    surrender possession of the Premises to Landlord.  Such
                    termination shall not affect any accrued obligations of
                    Tenant under this Lease.  Upon termination, Landlord
                    shall have the right to reenter the Premises and remove
                    all persons and property.  Landlord shall also be
                    entitled to recover from Tenant:

                    (1)  The worth at the time of award of the unpaid rent
                         and additional rent which had been earned at the
                         time of termination;

                    (2)  The worth at the time of award of the amount by
                         which the unpaid rent and additional rent which
                         would have been earned after termination until the
                         time of award exceeds the amount of such loss that
                         Tenant proves could have been reasonably avoided;
     <PAGE>
                    (3)  The worth at the time of award of the amount by
                         which the unpaid rent and additional rent for the
                         balance of the Term after the time of award
                         exceeds the amount of such loss that Tenant proves
                         could be reasonably avoided;

                    (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 from Tenant's
                         default, including, but not limited to, the cost
                         of recovering possession of the Premises,
                         refurbishment of the Premises, marketing costs,
                         commissions and other expenses of reletting,
                         including necessary repair, the unamortized
                         portion of any tenant improvements and brokerage
                         commissions funded by Landlord in connection with
                         this Lease, reasonable attorneys' fees, and any
                         other reasonable costs; and

                    (5)  At Landlord's election, all other amounts in
                         addition to or in lieu of the foregoing as may be
                         permitted by law.  The term "rent" as used in this
                         Lease shall be deemed to mean the Basic Rent and
                         all other sums required to be paid by Tenant to
                         Landlord pursuant to the terms of this Lease.  Any
                         sum, other than Basic Rent, shall be computed on
                         the basis of the average monthly amount accruing
                         during the twenty-four (24) month period
                         immediately prior to default, except that if it
                         becomes necessary to compute such rental before
                         the twenty-four (24) month period has occurred,
                         then the computation shall be on the basis of the
                         average monthly amount during the shorter period.
                         As used in subparagraphs (1) and (2) above, the
                         "worth at the time of award" shall be computed by
                         allowing interest at the rate of ten percent (10%)
                         per annum.  As used in subparagraph (3) above, the
                         "worth at the time of award" shall be computed by
                         discounting the amount at the discount rate of the
                         Federal Reserve Bank of San Francisco at the time
                         of award plus one percent (1%).

             (ii)   Landlord may elect not to terminate Tenant's right to
                    possession of the Premises, in which event Landlord may
                    continue to enforce all of its rights and remedies
                    under this Lease, including the right to collect all
                    rent as it becomes due.  Efforts by the Landlord to
                    maintain, preserve or relet the Premises, or the
                    appointment of a receiver to protect the Landlord's
                    interests under this Lease, shall not constitute a
                    termination of the Tenant's right to possession of the
                    Premises.  In the event that Landlord elects to avail
     <PAGE>
                    itself of the remedy provided by this subsection (ii),
                    Landlord shall not unreasonably withhold its consent to
                    an assignment or subletting of the Premises subject to
                    the reasonable standards for Landlord's consent as are
                    contained in this Lease.

          (b)  Landlord shall be under no obligation to observe or perform
               any covenant of this Lease on its part to be observed or
               performed which accrues after the date of any default by
               Tenant unless and until the default is cured by Tenant, it
               being understood and agreed that the performance by Landlord
               of its obligations under this Lease are expressly
               conditioned upon Tenant's full and timely performance of its
               obligations under this Lease.  The various rights and
               remedies reserved to Landlord in this Lease or otherwise
               shall be cumulative and, except as otherwise provided by
               California law, Landlord may pursue any or all of its rights
               and remedies at the same time.

          (c)  No delay or omission of Landlord to exercise any right or
               remedy shall be construed as a waiver of the right or remedy
               or of any default by Tenant.  The acceptance by Landlord of
               rent shall not be a (i) waiver of any preceding breach or
               default by Tenant of any provision of this Lease, other than
               the failure of Tenant to pay the particular rent accepted,
               regardless of Landlord's knowledge of the preceding breach
               or default at the time of acceptance of rent, or (ii) a
               waiver of Landlord's right to exercise any remedy available
               to Landlord by virtue of the breach or default.  The
               acceptance of any payment from a debtor in possession, a
               trustee, a receiver or any other person acting on behalf of
               Tenant or Tenant's estate shall not waive or cure a default
               under Section 14.1.  No payment by Tenant or receipt by
               Landlord of a lesser amount than the rent required by this
               Lease shall be deemed to be other than a partial payment on
               account of the earliest due stipulated rent, nor shall any
               endorsement or statement on any check or letter be deemed an
               accord and satisfaction and Landlord shall accept the check
               or payment without prejudice to Landlord's right to recover
               the balance of the rent or pursue any other remedy available
               to it.  No act or thing done by Landlord or Landlord's
               agents during the Term shall be deemed an acceptance of a
               surrender of the Premises, and no agreement to accept a
               surrender shall be valid unless in writing and signed by
               Landlord.  No employee of Landlord or of Landlord's agents
               shall have any power to accept the keys to the Premises
               prior to the termination of this Lease, and the delivery of
               the keys to any employee shall not operate as a termination
               of the Lease or a surrender of the Premises.
     <PAGE>
     SECTION 14.3.  LATE PAYMENTS.

          (a)  Any rent due under this Lease that is not received by
               Landlord within five (5) days of the date when due shall
               bear interest at the maximum rate permitted by law from the
               date due until fully paid.  The payment of interest shall
               not cure any default by Tenant under this Lease.  In
               addition, Tenant acknowledges that the late payment by
               Tenant to Landlord of rent will cause Landlord to incur
               costs not contemplated by this Lease, the exact amount of
               which will be extremely difficult and impracticable to
               ascertain.  Those costs may include, but are not limited to,
               administrative, processing and accounting charges, and late
               charges which may be imposed on Landlord by the terms of any
               ground lease, mortgage or trust deed covering the Premises.
               Accordingly, if any rent due from Tenant shall not be
               received by Landlord or Landlord's designee within five (5)
               days after the date due, then Tenant shall pay to Landlord,
               in addition to the interest provided above, a late charge in
               a sum equal to the greater of five percent (5%) of the
               amount overdue or Two Hundred Fifty Dollars ($250.00) for
               each delinquent payment.  Acceptance of a late charge by
               Landlord shall not constitute a waiver of Tenant's default
               with respect to the overdue amount, nor shall it prevent
               Landlord from exercising any of its other rights and
               remedies.

          (b)  Following each second consecutive installment of rent that
               is not paid within five (5) days following notice of
               nonpayment from Landlord, Landlord shall have the option (i)
               to require that beginning with the first payment of rent
               next due, rent shall no longer be paid in monthly
               installments but shall be payable quarterly three (3) months
               in advance and/or (ii) to require that Tenant increase the
               amount, if any, of the Security Deposit by one hundred
               percent (100%).  Should Tenant deliver to Landlord, at any
               time during the Term, two (2) or more insufficient checks,
               the Landlord may require that all monies then and thereafter
               due from Tenant be paid to Landlord by cashier's check.

     SECTION 14.4.  RIGHT OF LANDLORD TO PERFORM.

     All covenants and agreements to be performed by Tenant under this
     Lease shall be performed at Tenant's sole cost and expense and without
     any abatement of rent or right of set-off.  If Tenant fails to pay any
     sum of money, other than rent, or fails to perform any other act on
     its part to be performed under this Lease, and the failure continues
     beyond any applicable grace period set forth in Section 14.1, then in
     addition to any other available remedies, Landlord may, at its
     election make the payment or perform the other act on Tenant's part.
     Landlord's election to make the payment or perform the act on Tenant's
     part shall not give rise to any responsibility of Landlord to continue
     making the same or similar payments or performing the same or similar
     acts.  Tenant shall, promptly upon demand by Landlord, reimburse
     <PAGE>
     Landlord for all sums paid by Landlord and all necessary incidental
     costs, together with interest at the maximum rate permitted by law
     from the date of the payment by Landlord.  Landlord shall have the
     same rights and remedies if Tenant fails to pay those amounts as
     Landlord would have in the event of a default by Tenant in the payment
     of rent.

     SECTION 14.5.  DEFAULT BY LANDLORD.

     Landlord shall not be deemed to be in default in the performance of
     any obligation under this Lease unless and until it has failed to
     perform the obligation within thirty (30) days after written notice by
     Tenant to Landlord specifying in reasonable detail the nature and
     extent of the failure; provided, however, that 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 deemed to be
     in default if it commences performance within the thirty (30) day
     period and thereafter diligently pursues the cure to completion.

     SECTION 14.6.  EXPENSES AND LEGAL FEES.  All sums reasonably incurred
     by Landlord in connection with any event of default by Tenant under
     this Lease or holding over of possession by Tenant after the
     expiration or earlier termination of this Lease, including without
     limitation all costs, expenses and actual accountants, appraisers,
     attorneys and other professional fees, and any collection agency or
     other collection charges, shall be due and payable by Tenant to
     Landlord on demand, and shall bear interest at the rate of ten percent
     (10%) per annum.  Should either Landlord or Tenant bring any action in
     connection with this Lease, the prevailing party shall be entitled to
     recover as a part of the action its reasonable attorneys' fees, and
     all other costs.  The prevailing party for the purpose of this
     paragraph shall be determined by the trier of the facts.

     SECTION 14.7.  WAIVER OF JURY TRIAL.

     LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD
     THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO
     TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY
     WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION,
     PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE
     OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR
     SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING
     OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT'S USE OR
     OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

     SECTION 14.8.  SATISFACTION OF JUDGMENT.

     The obligations of Landlord do not constitute the personal obligations
     of the individual partners, trustees, directors, officers or
     shareholders of Landlord or its constituent partners.  Should Tenant
     recover a money judgment against Landlord, such judgment shall be
     satisfied only out of the proceeds of sale received upon execution of
     such judgment and levied thereon against the right, title and interest
     of Landlord in the Project and out of the rent or other income from
     <PAGE>
     such property receivable by Landlord or out of consideration received
     by Landlord from the sale or other disposition of all or any part of
     Landlord's right, title or interest in the Project, and no action for
     any deficiency may be sought or obtained by Tenant.

     SECTION 14.9.  LIMITATION OF ACTIONS AGAINST LANDLORD.

     Any claim, demand or right of any kind by Tenant which is based upon
     or arises in connection with this Lease shall be barred unless Tenant
     commences an action thereon within two (2) years after the date that
     the act, omission, event or default upon which the claim, demand or
     right arises, has occurred.


                            ARTICLE XV.  END OF TERM
                            ------------------------

     SECTION 15.1.  HOLDING OVER.

     This Lease shall terminate without further notice upon the expiration
     of the Term, and any holding over by Tenant after the expiration shall
     not constitute a renewal or extension of this Lease, or give Tenant
     any rights under this Lease, except when in writing signed by both
     parties.  If Tenant holds over for any period after the expiration (or
     earlier termination) of the Term without the prior written consent of
     Landlord, such possession shall constitute a tenancy at sufferance
     only; such holding over with the prior written consent of Landlord
     shall constitute a month-to-month tenancy commencing on the first
     (1st) day following the termination of this Lease.  In either of such
     events, possession shall be subject to all of the terms of this Lease,
     except that the monthly Basic Rent shall be the greater of (a) two
     hundred percent (200%) of the Basic Rent for the month immediately
     preceding the date of termination or (b) the then currently scheduled
     Basic Rent for comparable space in the Building.  If Tenant fails to
     surrender the Premises upon the expiration of this Lease despite
     demand to do so by Landlord, Tenant shall indemnify and hold Landlord
     harmless from all loss or liability, including without limitation, any
     claims made by any succeeding tenant relating to such failure to
     surrender.  Acceptance by Landlord of rent after the termination shall
     not constitute a consent to a holdover or result in a renewal of this
     Lease.  The foregoing provisions of this Section are in addition to
     and do not affect Landlord's right of re-entry or any other rights of
     Landlord under this Lease or at law.

     SECTION 15.2.  MERGER ON TERMINATION.

     The voluntary or other surrender of this Lease by Tenant, or a mutual
     termination of this Lease, shall terminate any or all existing
     subleases unless Landlord, at its option, elects in writing to treat
     the surrender or termination as an assignment to it of any or all
     subleases affecting the Premises.
     <PAGE>
     SECTION 15.3.  SURRENDER OF PREMISES; REMOVAL OF PROPERTY.

     Upon the Expiration Date or upon any earlier termination of this
     Lease, Tenant shall quit and surrender possession of the Premises to
     Landlord in as good order, condition and repair as when received or as
     hereafter may be improved by Landlord or Tenant, reasonable wear and
     tear and repairs which are Landlord's obligation excepted, and shall,
     without expense to Landlord, remove or cause to be removed from the
     Premises all personal property and debris, except for any items that
     Landlord may by written authorization allow to remain.  Tenant shall
     repair all damage to the Premises resulting from the removal, which
     repair shall include the patching and filling of holes and repair of
     structural damage, provided that Landlord may instead elect to repair
     any structural damage at Tenant's expense.  If Tenant shall fail to
     comply with the provisions of this Section, Landlord may effect the
     removal and/or make any repairs, and the cost to Landlord shall be
     additional rent payable by Tenant upon demand.  If Tenant fails to
     remove Tenant's personal property from the Premises upon the
     expiration of the Term, Landlord may remove, store, dispose of and/or
     retain such personal property, at Landlord's option, in accordance
     with then applicable laws, all at the expense of Tenant.  If requested
     by Landlord, Tenant shall execute, acknowledge and deliver to Landlord
     an instrument in writing releasing and quitclaiming to Landlord all
     right, title and interest of Tenant in the Premises.


                       ARTICLE XVI.  PAYMENTS AND NOTICES
                       ----------------------------------

     All sums payable by Tenant to Landlord shall be paid, without
     deduction or offset, in lawful money of the United States to Landlord
     at its address set forth in Item 12 of the Basic Lease Provisions, or
     at any other place as Landlord may designate in writing.  Unless this
     Lease expressly provides otherwise, as for example in the payment of
     rent pursuant to Section 4.1, all payments shall be due and payable
     within five (5) days after demand.  All payments requiring proration
     shall be prorated on the basis of a thirty (30) day month and a three
     hundred sixty (360) day year.  Any notice, election, demand, consent,
     approval or other communication to be given or other document to be
     delivered by either party to the other may be delivered in person or
     by courier or overnight delivery service to the other party, or may be
     deposited in the United States mail, duly registered or certified,
     postage prepaid, return receipt requested, and addressed to the other
     party at the address set forth in Item 12 of the Basic Lease
     Provisions, or if to Tenant, at that address or, from and after the
     Commencement Date, at the Premises (whether or not Tenant has departed
     from, abandoned or vacated the Premises), or may be delivered by
     telegram, telex or telecopy, provided that receipt thereof is
     telephonically confirmed.  Either party may, by written notice to the
     other, served in the manner provided in this Article, designate a
     different address.  If any notice or other document is sent by mail,
     it shall be deemed served or delivered twenty-four (24) hours after
     mailing.  If more than one person or entity is named as Tenant under
     this Lease, service of any notice upon any one of them shall be deemed
     as service upon all of them.
     <PAGE>
                      ARTICLE XVII.  RULES AND REGULATIONS
                      ------------------------------------

     Tenant agrees to observe faithfully and comply strictly with the Rules
     and Regulations, attached as EXHIBIT E, and any reasonable and
     nondiscriminatory amendments, modifications and/or additions as may be
     adopted and published by written notice to tenants by Landlord for the
     safety, care, security, good order, or cleanliness of the Premises,
     and Project and Common Areas (if applicable).  Landlord shall not be
     liable to Tenant for any violation of the Rules and Regulations or the
     breach of any covenant or condition in any lease by any other tenant
     or such tenant's agents, employees, contractors, quests or invitees.
     One or more waivers by Landlord of any breach of the Rules and
     Regulations by Tenant or by any other tenant(s) shall not be a waiver
     of any subsequent breach of that rule or any other.  Tenant's failure
     to keep and observe the Rules and Regulations shall constitute a
     default under this Lease.  In the case of any conflict between the
     Rules and Regulations and this Lease, this Lease shall be controlling.


                       ARTICLE XVIII.  BROKER'S COMMISSION
                       -----------------------------------

     The parties recognize as the broker(s) who negotiated this Lease the
     firm(s), if any, whose name(s) is (are) stated in Item 10 of the Basic
     Lease Provisions, and agree that Landlord shall be responsible for the
     payment of brokerage commissions to those broker(s) unless otherwise
     provided in this Lease.  Tenant warrants that it has had no dealings
     with any other real estate broker or agent in connection with the
     negotiation of this Lease, and Tenant agrees to indemnify and hold
     Landlord harmless from any cost, expense or liability (including
     reasonable attorneys' fees) for any compensation, commissions or
     charges claimed by any other real estate broker or agent employed or
     claiming to represent or to have been employed by Tenant in connection
     with the negotiation of this Lease.  The foregoing agreement shall
     survive the termination of this Lease.  If Tenant fails to take
     possession of the Premises or if this Lease otherwise terminates prior
     to the Expiration Date as the result of failure of performance by
     Tenant, Landlord shall be entitled to recover from Tenant the
     unamortized portion of any brokerage commission funded by Landlord in
     addition to any other damages to which Landlord may be entitled.


                  ARTICLE XIX.  TRANSFER OF LANDLORD'S INTEREST
                  ---------------------------------------------

     In the event of any transfer of Landlord's interest in the Premises,
     the transferor shall be automatically relieved of all obligations on
     the part of Landlord accruing under this Lease from and after the date
     of the transfer, provided that any funds held by the transferor in
     which Tenant has an interest shall be turned over, subject to that
     interest, to the transferee and Tenant is notified of the transfer as
     required by law.  No holder of a mortgage and/or deed of trust to
     which this Lease is or may be subordinate, and no landlord under a
     <PAGE>
     so-called sale-leaseback, shall be responsible in connection with the
     Security Deposit, unless the mortgagee or holder of the deed of trust
     or the landlord actually receives the Security Deposit.  It is
     intended that the covenants and obligations contained in this Lease on
     the part of Landlord shall, subject to the foregoing, be binding on
     Landlord, its successors and assigns, only during and in respect to
     their respective successive periods of ownership.


                           ARTICLE XX.  INTERPRETATION
                           ---------------------------

     SECTION 20.1.  GENDER AND NUMBER.

     Whenever the context of this Lease requires, the words "Landlord" and
     "Tenant" shall include the plural as well as the singular, and words
     used in neuter, masculine or feminine genders shall include the
     others.

     SECTION 20.2.  HEADINGS.

     The captions and headings of the articles and sections of this Lease
     are for convenience only, are not a part of this Lease and shall have
     no effect upon its construction or interpretation.

     SECTION 20.3.  JOINT AND SEVERAL LIABILITY.

     If more than one person or entity is named as Tenant, the obligations
     imposed upon each shall be joint and several and the act of or notice
     from, or notice or refund to, or the signature of, any one or more of
     them shall be binding on all of them with respect to the tenancy of
     this Lease, including, but not limited to, any renewal, extension,
     termination or modification of this Lease.

     SECTION 20.4.  SUCCESSORS.

     Subject to Articles IX and XIX, all rights and liabilities given to or
     imposed upon Landlord and Tenant shall extend to and bind their
     respective heirs, executors, administrators, successors and assigns.
     Nothing contained in this Section is intended, or shall be construed,
     to grant to any person other than Landlord and Tenant and their
     successors and assigns any rights or remedies under this Lease.

     SECTION 20.5.  TIME OF ESSENCE.

     Time is of the essence with respect to the performance of every
     provision of this Lease.

     SECTION 20.6.  CONTROLLING LAW.

     This Lease shall be governed by and interpreted in accordance with the
     laws of the State of California.
     <PAGE>
     SECTION 20.7.  SEVERABILITY.

     If any term or provision of this Lease, the deletion of which would
     not adversely affect the receipt of any material benefit by either
     party or the deletion of which is consented to by the party adversely
     affected, shall be held invalid or unenforceable to any extent, the
     remainder of this Lease shall not be affected and each term and
     provision of this Lease shall be valid and enforceable to the fullest
     extent permitted by law.

     SECTION 20.8.  WAIVER AND CUMULATIVE REMEDIES.

     One or more waivers by Landlord or Tenant of any breach of any term,
     covenant or condition contained in this Lease shall not be a waiver of
     any subsequent breach of the same or any other term, covenant or
     condition.  Consent to any act by one of the parties shall not be
     deemed to render unnecessary the obtaining of that party's consent to
     any subsequent act.  No breach by Tenant of this Lease shall be deemed
     to have been waived by Landlord unless the waiver is in a writing
     signed by Landlord.  The rights and remedies of Landlord under this
     Lease shall be cumulative and in addition to any and all other rights
     and remedies which Landlord may have.

     SECTION 20.9.  INABILITY TO PERFORM.

     In the event that either party shall be delayed or hindered in or
     prevented from the performance of any work or in performing any act
     required under this Lease by reason of any cause beyond the reasonable
     control of that party, then the performance of the work or the doing
     of the act shall be excused for the period of the delay and the time
     for performance shall be extended for a period equivalent to the
     period of the delay.  The provisions of this Section shall not operate
     to excuse Tenant from the prompt payment of rent or from the timely
     performance of any other obligation under this Lease within Tenant's
     reasonable control.

     SECTION 20.10.  ENTIRE AGREEMENT.

     This Lease and its exhibits and other attachments cover in full each
     and every agreement of every kind between the parties concerning the
     Premises, the Building, and the Project, and all preliminary
     negotiations, oral agreements, understandings and/or practices, except
     those contained in this Lease, are superseded and of no further
     effect.  Tenant waives its rights to rely on any representations or
     promises made by Landlord or others which are not contained in this
     Lease.  No verbal agreement or implied covenant shall be held to
     modify the provisions of this Lease, any statute, law, or custom to
     the contrary notwithstanding.
     <PAGE>
     SECTION 20.11.  QUIET ENJOYMENT.

     Upon the observance and performance of all the covenants, terms and
     conditions on Tenant's part to be observed and performed, and subject
     to the other provisions of this Lease, Tenant shall peaceably and
     quietly hold and enjoy the Premises for the Term without hindrance or
     interruption by Landlord or any other person claiming by or through
     Landlord.

     SECTION 20.12.  SURVIVAL.

     All covenants of Landlord or Tenant which reasonably would be intended
     to survive the expiration or sooner termination of this Lease,
     including without limitation any warranty or indemnity hereunder,
     shall so survive and continue to be binding upon and inure to the
     benefit of the respective parties and their successors and assigns.

                      ARTICLE XXI.  EXECUTION AND RECORDING
                      -------------------------------------

     SECTION 21.1.  COUNTERPARTS.

     This Lease may be executed in one or more counterparts, each of which
     shall constitute an original and all of which shall be one and the
     same agreement.

     SECTION 21.2.  CORPORATE AND PARTNERSHIP AUTHORITY.

     If Tenant is a corporation or partnership, each individual executing
     this Lease on behalf of the corporation or partnership represents and
     warrants that he is duly authorized to execute and deliver this Lease
     on behalf of the corporation or partnership, and that this Lease is
     binding upon the corporation or partnership in accordance with its
     terms.  Tenant shall, at Landlord's request, deliver a certified copy
     of its board of directors' resolution or partnership agreement or
     certificate authorizing or evidencing the execution of this Lease.

     SECTION 21.3.  EXECUTION OF LEASE; NO OPTION OR OFFER.

     The submission of this Lease to Tenant shall be for examination
     purposes only, and shall not constitute an offer to or option for
     Tenant to lease the Premises.  Execution of this Lease by Tenant and
     its return to Landlord shall not be binding upon Landlord,
     notwithstanding any time interval, until Landlord has in fact executed
     and delivered this Lease to Tenant, it being intended that this Lease
     shall only become effective upon execution by Landlord and delivery of
     a fully executed counterpart to Tenant.

     SECTION 21.4.  RECORDING.

     Tenant shall not record this Lease without the prior written consent
     of Landlord.  Tenant, upon the request of Landlord, shall execute and
     acknowledge a "short form" memorandum of this Lease for recording
     purposes.
     <PAGE>
     SECTION 21.5.  AMENDMENTS.

     No amendment or termination of this Lease shall be effective unless in
     writing signed by authorized signatories of Tenant and Landlord, or by
     their respective successors in interest.  No actions, policies, oral
     or informal arrangements, business dealings or other course of conduct
     by or between the parties shall be deemed to modify this Lease in any
     respect.

     SECTION 21.6.  EXECUTED COPY.

     Any fully executed photocopy or similar reproduction of this Lease
     shall be deemed an original for all purposes.

     SECTION 21.7.  ATTACHMENTS.

     All exhibits, amendments, riders and addenda attached to this Lease
     are hereby incorporated into and made a part of this Lease.


                          ARTICLE XXII.  MISCELLANEOUS
                          ----------------------------

     SECTION 22.1.  NONDISCLOSURE OF LEASE TERMS.

     Tenant acknowledges and agrees that the terms of 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,
     officers, directors, employees and attorneys, shall not intentionally
     and voluntarily disclose the terms and conditions of this Lease to any
     other tenant or apparent prospective tenant of the Project, either
     directly or indirectly, without the prior written consent of Landlord,
     provided, however, that Tenant may disclose the terms to prospective
     subtenants or assignees under this Lease.

     SECTION 22.2.  GUARANTY.

     As a condition to the execution of this Lease by Landlord, the
     obligations, covenants and performance of the Tenant as herein
     provided shall be guaranteed in writing by the Guarantor(s) listed in
     Item 7 of the Basic Lease Provisions, if any, on a form of guaranty
     provided by Landlord.

     SECTION 22.3.  CHANGES REQUESTED BY LENDER.

     If, in connection with obtaining financing for the Project, the lender
     shall request reasonable modifications in this Lease as a condition to
     the financing, Tenant will not unreasonably withhold or delay its
     consent, provided that the modifications do not materially increase
     the obligations of Tenant or materially and adversely affect the
     leasehold interest created by this Lease.
     <PAGE>
     SECTION 22.4.  MORTGAGEE PROTECTION.

     No act or failure to act on the part of Landlord which would otherwise
     entitle Tenant to be relieved of its obligations hereunder or to
     terminate this Lease shall result in such a release or termination
     unless (a) Tenant has given notice by registered or certified mail to
     any beneficiary of a deed of trust or mortgage covering the Premises
     whose address has been furnished to Tenant and (b) such beneficiary is
     afforded a reasonable opportunity to cure the default by Landlord
     (which in no event shall be less than sixty (60) days), including, if
     necessary to effect the cure, time to obtain possession of the
     Premises by power of sale or judicial foreclosure provided that such
     foreclosure remedy is diligently pursued.  Tenant agrees that each
     beneficiary of a deed of trust or mortgage covering the Premises is an
     express third party beneficiary hereof, Tenant shall have no right or
     claim for the collection of any deposit from such beneficiary or from
     any purchaser at a foreclosure sale unless such beneficiary or
     purchaser shall have actually received and not refunded the deposit,
     and Tenant shall comply with any written directions by any beneficiary
     to pay rent due hereunder directly to such beneficiary without
     determining whether an event of default exists under such
     beneficiary's deed of trust.

     SECTION 22.5.  COVENANTS AND CONDITIONS.

     All of the provisions of this Lease shall be construed to be
     conditions as well as covenants as though the words specifically
     expressing or imparting covenants and conditions were used in each
     separate provision.

     SECTION 22.6.  SECURITY MEASURES.

     Tenant hereby acknowledges that Landlord shall have no obligation
     whatsoever to provide guard service or other security measures for the
     benefit of the Premises or the Project.  Tenant assumes all
     responsibility for the protection of Tenant, its agents, invitees and
     property from acts of third parties.  Nothing herein contained shall
     prevent Landlord, at its sole option, from providing security
     protection for the Project or any part thereof, in which event the
     cost thereof shall be included within the definition of Building
     Costs.



                            [SIGNATURES ON NEXT PAGE]
     <PAGE>


     LANDLORD:                          TENANT:

     THE IRVINE COMPANY                 AMBASSADOR PERFORMANCE GROUP, INC.,
                                        a Delaware corporation


     By:  /s/ Clarence W. Barker        By:  /s/ John Ueberroth
          ----------------------------       ------------------------------
          Clarence W. Barker,                Name:  John Ueberroth
          ----------------------------              -----------------------
          President, Irvine Industrial       Title: CEO
          Company, a division of                    -----------------------
          The Irvine Company


     By:  /s/ John C. Tsu                    By:  /s/ Ronald L. Merriman
          ----------------------------            -------------------------
          John C. Tsu,                            Name:  Ronald L. Merriman

          Assistant Secretary                            ------------------
                                                  Title: President
                                                         ------------------
     <PAGE>
                                    EXHIBIT A
                                    ---------


                         [EXHIBIT A, not presented here,
                is a diagram of the floor plan of the premises.]
     <PAGE>
                                    EXHIBIT B
                                    ---------
                            IRVINE INDUSTRIAL COMPANY
                         HAZARDOUS MATERIALS SURVEY FORM

     The purpose of this form is to obtain information regarding the use of
     hazardous   substances   on   Irvine   Industrial   Company  property.
     Prospective  tenants and  contractors should  answer the  questions in
     light  of their proposed operations on the premises.  Existing tenants
     and  contractors should answer the questions as they relate to ongoing
     operations  on   the  premises  and  should   update  any  information
     previously submitted.

     If additional space is needed to answer the questions, you  may attach
     separate sheets  of paper  to this  form.   When  completed, the  form
     should be sent to the following address:

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

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

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

                        ---------------------------------
                           (insert address of Property
                               Management Company)

     Your cooperation in this matter is appreciated.  If you have any
     questions, please do not hesitate to call [insert name of Property
     Manager] at [insert phone number] for assistance.

      1.  GENERAL INFORMATION

          Name of Responding Company: _____________________________________

          Check all that apply:  Tenant ( ) Contractor ( ) Prospective ( )
                                 Existing ( )

          Mailing Address: ________________________________________________

          Contact Person & Title: _________________________________________

          Telephone Number: (      ) ________-___________

          Address of Leased Premises: _____________________________________

                                      _____________________________________

          Length of Lease or Contract Term: _______________________________
     <PAGE>
          Describe the proposed operations to take place on the property,
          including principal products manufactured or services to be
          conducted.  Existing tenants and contractors should describe any
          proposed changes to ongoing operations.

          _________________________________________________________________

          _________________________________________________________________


      2.  STORAGE OF HAZARDOUS MATERIALS

          2.1  Will any hazardous materials be used or stored on-site?

               Wastes                   Yes  (  )      No  (  )
               Chemical Products        Yes  (  )      No  (  )
               Biological Hazards/      Yes  (  )      No  (  )
               Infectious Wastes        Yes  (  )      No  (  )
               Radioactive Materials    Yes  (  )      No  (  )

          2.2  List any hazardous materials to be used or stored, the
               quantities that will be on-site at any given time, and the
               location and method of storage (e.g., bottles in storage
               closet on the premises).

                               LOCATION AND METHOD

               Waste/Products      of  Storage         Quantity
               --------------      -----------         ---------

               ______________      ___________         _________

               ______________      ___________         _________

               ______________      ___________         _________

               ______________      ___________         _________


          2.3  Is any underground storage of hazardous substances proposed
               or currently conducted on the premises?  Yes  (  )  No  (  )

               If yes, describe the materials to be stored, and the size
               and construction of the tank.  Attach copies of any permits
               obtained for the underground storage of such substances.

               ____________________________________________________________

               ____________________________________________________________
     <PAGE>
      3.  SPILLS

          3.1  During the past year, have any spills occurred on the
               premises?  Yes  (  )  No  (  )

               If so, please describe the spill and attach the results of
               any testing conducted to determine the extent of such
               spills.

          3.2  Were any agencies notified in connection with such spills?
               Yes ( )  No ( )  If so, attach copies of any spill reports
               or other correspondence with regulatory agencies.

          3.3  Were any clean-up actions undertaken in connection with the
               spills?  Yes ( )  No ( ) If so, briefly describe the actions
               taken.  Attach copies of any clearance letters obtained from
               any regulatory agencies involved and the results of any
               final soil or groundwater sampling done upon completion of
               the clean-up work.

      4.  WASTE MANAGEMENT

          4.1  List the waste, if any, generated or to be generated at the
               premises, whether it is as hazardous waste, biological or
               radioactive hazard, its hazard class and the quantity
               generated on a monthly basis.

               Waste               Hazard Class        Quantity/Month

               ________________    _________________   ______________

               ________________    _________________   ______________

               ________________    _________________   ______________

               ________________    _________________   ______________


          4.2  Describe the method(s) of disposal for each waste.  Indicate
               where and how often disposal will take place. ______________

               ____________________________________________________________

          4.3  Is any treatment or processing of hazardous, infectious or
               radioactive wastes currently conducted or proposed to be
               conducted at the premises?  Yes ( )  No ( )

               If yes, please describe any existing or proposed treatment
               methods. ___________________________________________________

               ____________________________________________________________

          4.4  Attach copies of any hazardous waste permits or licenses
               issued to your company with respect to its operations on the
               premises.
     <PAGE>
      5.  WASTEWATER TREATMENT/DISCHARGE

          5.1  Do you discharge industrial wastewater to:

               ___ storm drain?    ___ sewer?

               ___ surface water?  ___ no industrial discharge

          5.2  Is your industrial wastewater treated before discharge?
               Yes  (  )  No  (  )

               If yes, describe the type of treatment conducted.



          5.3  Attach copies of any wastewater discharge permits issued to
               your company with respect to its operations on the premises.


      6.  AIR DISCHARGES

          6.1  Do you have any air filtration systems or stacks that
               discharge into the air?  Yes ( )  No ( )

          6.2  Do you operate any equipment that require air emissions
               permits?  Yes ( )  No ( )

          6.3  Attach copies of any air discharge permits pertaining to
               these operations.


      7.  HAZARDOUS MATERIALS DISCLOSURES

          7.1  Does your company handle an aggregate of at least 500
               pounds, 55 gallons or 200 cubic feet of hazardous material
               at any given time? If so, state law requires that you
               prepare a hazardous materials management plan. Yes ( )
               No ( )

          7.2  Has your company prepared a hazardous materials management
               plan ('business plan') pursuant to state and Orange County
               Fire Department requirements?   Yes  (  )  No  (  )
               If so, attach a copy of the business plan.

          7.3  Are any of the chemicals used in your operations regulated
               under Proposition 65?  Yes  (  )  No  (  )
               If so, describe the actions taken, or proposed actions to be
               taken, to comply with Proposition 65 requirements.

          7.4  Is your company subject to OSHA Hazard Communication
               Standard Requirements?  Yes  (  )  No  (  )
               If so, describe the procedures followed to comply with these
               requirements.
     <PAGE>
      8.  ENFORCEMENT ACTIONS, COMPLAINTS

          8.1  Has your company ever been subject to any agency enforcement
               actions, administrative orders, or consent decrees?  Yes ( )
               No (  )
               If so, describe the actions and any continuing compliance
               obligations imposed as a result of these actions.

          8.2  Has your company ever received requests for information,
               notice or demand letters, or any other inquiries regarding
               its operations?  Yes  (  )  No  (  )

          8.3  Have there ever been, or are there now pending, any lawsuits
               against your company regarding any environmental or health
               and safety concerns?   Yes  (  )  No  (  )

          8.4  Has an environmental audit ever been conducted at your
               company's current facility?  Yes  (  )  No  (  )
               If so, discuss the results of the audit.

          8.5  Have there been any problems or complaints from neighbors at
               your company's current facility?   Yes  (  )   No  (  )

                                      _____________________________________

                                      _____________________________________




                                      By: _________________________________

                                          Name: ___________________________

                                          Title: __________________________

                                          Date: ___________________________
     <PAGE>
                                    EXHIBIT C
                                    ---------

                             LANDLORD S DISCLOSURES
                                     [NONE]
     <PAGE>
                                    EXHIBIT D
                                    ---------

                               TENANT'S INSURANCE


     The following standards for Tenant's insurance shall be in effect at
     the Premises.  Landlord reserves the right to adopt reasonable
     nondiscriminatory modifications and additions to those standards.
     Tenant agrees to obtain and present evidence to Landlord that it has
     fully complied with the insurance requirements.

      1.  Tenant shall, at its sole cost and expense, commencing on the
          date Tenant is given access to the Premises for any purpose and
          during the entire Term, procure, pay for and keep in full force
          and effect:  (i) commercial general liability insurance with
          respect to the Premises and the operations of or on behalf of
          Tenant in, on or about the Premises, including but not limited to
          personal injury, owned and nonowned automobile, blanket
          contractual, independent contractors, broad form property damage
          (with an exception to any pollution exclusion with respect to
          damage arising out of heat, smoke or fumes from a hostile fire),
          fire and water legal liability, products liability (if a product
          is sold from the Premises), liquor law liability (if alcoholic
          beverages are sold, served or consumed within the Premises), and
          severability of interest, which policy(ies) shall be written on
          an "occurrence" basis and for not less than the amount set forth
          in Item 13 of the Basic Lease Provisions, with a combined single
          limit (with a $50,000 minimum limit on fire legal liability) per
          occurrence for bodily injury, death, and property damage
          liability, or the current limit of liability carried by Tenant,
          whichever is greater, and subject to such increases in amounts as
          Landlord may determine from time to time; (ii) workers'
          compensation insurance coverage as required by law, together with
          employers' liability insurance; (iii) with respect to
          improvements, alterations, and the like required or permitted to
          be made by Tenant under this Lease, builder's all-risk insurance,
          in an amount equal to the replacement cost of the work; (iv)
          insurance against fire, vandalism, malicious mischief and such
          other additional perils as may be included in a standard "all
          risk" form in general use in Orange County, California, insuring
          Tenant's leasehold improvements, trade fixtures, furnishings,
          equipment and items of personal property of Tenant located in the
          Premises, in an amount equal to not less than ninety percent
          (90%) of their actual replacement cost (with replacement cost
          endorsement); and (v) business interruption insurance in amounts
          satisfactory to cover one (1) year of loss.  In no event shall
          the limits of any policy be considered as limiting the liability
          of Tenant under this Lease.

      2.  In the event Landlord consents to Tenant's use, generation or
          storage of Hazardous Materials on, under or about the Premises
          pursuant to Section 5.3 of this Lease, Landlord shall have the
          continuing right to require Tenant, at Tenant's sole cost and
     <PAGE>
          expense (provided the same is available for purchase upon
          commercially reasonable terms), to purchase insurance specified
          and approved by Landlord, with coverage not less than Five
          Million Dollars ($5,000,000.00), insuring (i) any Hazardous
          Materials shall be removed from the Premises, (ii) the Premises
          shall be restored to a clean, healthy, safe and sanitary
          condition, and (iii) any liability of Tenant, Landlord and
          Landlord's officers, directors, shareholders, agents, employees
          and representatives, arising from such Hazardous Materials.

      3.  All policies of insurance required to be carried by Tenant
          pursuant to this EXHIBIT D containing a deductible exceeding Ten
          Thousand Dollars ($10,000.00) per occurrence must be approved in
          writing by Landlord prior to the issuance of such policy.  Tenant
          shall be solely responsible for the payment of all deductibles.

      4.  All policies of insurance required to be carried by Tenant
          pursuant to this EXHIBIT D shall be written by responsible
          insurance companies authorized to do business in the State of
          California and with a Best's rating of not less than "A" subject
          to final acceptance and approval by Landlord.  Any insurance
          required of Tenant may be furnished by Tenant under any blanket
          policy carried by it or under a separate policy, so long as
          (i) the Premises are specifically covered (by rider, endorsement
          or otherwise), (ii) the limits of the policy are applicable on a
          "per location" basis to the Premises and provide for restoration
          of the aggregate limits, and (iii) the policy otherwise complies
          with the provisions of this EXHIBIT D.  A true and exact copy of
          each paid up policy evidencing the insurance (appropriately
          authenticated by the insurer) or a certificate of insurance,
          certifying that the policy has been issued, provides the coverage
          required by this EXHIBIT D and contains the required provisions,
          shall be delivered to Landlord prior to the date Tenant is given
          the right of possession of the Premises.  Proper evidence of the
          renewal of any insurance coverage shall also be delivered to
          Landlord not less than thirty (30) days prior to the expiration
          of the coverage.  Landlord may at any time, and from time to
          time, inspect and/or copy any and all insurance policies required
          by this Lease.

      5.  Each policy evidencing insurance required to be carried by Tenant
          pursuant to this EXHIBIT D shall contain the following provisions
          and/or clauses satisfactory to Landlord:  (i) a provision that
          the policy and the coverage provided shall be primary and that
          any coverage carried by Landlord shall be noncontributory with
          respect to any policies carried by Tenant except as to workers'
          compensation insurance; (ii) a provision including Landlord, the
          Additional Insureds identified in Item 11 of the Basic Lease
          Provisions, and any other parties in interest designated by
          Landlord as an additional insured, except as to workers'
          compensation insurance; (iii) a waiver by the insurer of any
          right to subrogation against Landlord, its agents, employees,
          contractors and representatives which arises or might arise by
          reason of any payment under the policy or by reason of any act or
     <PAGE>
          omission of Landlord, its agents, employees, contractors or
          representatives; and (iv) a provision that the insurer will not
          cancel or change the coverage provided by the policy without
          first giving Landlord thirty (30) days prior written notice.

      6.  In the event that Tenant fails to procure, maintain and/or pay
          for, at the times and for the durations specified in this EXHIBIT
          D, any insurance required by this EXHIBIT D, or fails to carry
          insurance required by any governmental authority, Landlord may at
          its election procure that insurance and pay the premiums, in
          which event Tenant shall repay Landlord all sums paid by
          Landlord, together with interest at the maximum rate permitted by
          law and any related costs or expenses incurred by Landlord,
          within ten (10) days following Landlord's written demand to
          Tenant.
     <PAGE>
                                    EXHIBIT E
                                    ---------

                              RULES AND REGULATIONS


     This Exhibit sets forth the rules and regulations governing Tenant's
     use of the Premises leased to Tenant pursuant to the terms, covenants
     and conditions of the Lease to which this Exhibit is attached and
     therein made part thereof.  In the event of any conflict or
     inconsistency between this Exhibit and the Lease, the Lease shall
     control.

      1.  Tenant shall not place anything or allow anything to be placed
          near the glass of any window, door, partition or wall which may
          appear unsightly from outside the Premises.

      2.  The walls, walkways, sidewalks, entrance passages, courts and
          vestibules shall not be obstructed or used for any purpose other
          than ingress and egress of pedestrian travel to and from the
          Premises, and shall not be used for loitering or gathering, or to
          display, store or place any merchandise, equipment or devices, or
          for any other purpose.  The walkways, entrance passageways,
          courts, vestibules and roof are not for the use of the general
          public and Landlord shall in all cases retain the right to
          control and prevent access thereto by all persons whose presence
          in the judgment of the Landlord shall be prejudicial to the
          safety, character, reputation and interests of the Building and
          its tenants, provided that nothing herein contained shall be
          construed to prevent such access to persons with whom Tenant
          normally deals in the ordinary course of Tenant's business unless
          such persons are engaged in illegal activities.  No tenant or
          employee or invitee of any tenant shall be permitted upon the
          roof of the Building.

      3.  No awnings or other projection shall be attached to the outside
          walls of the Building.  No security bars or gates, 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.  Neither the
          interior nor exterior of any windows shall be coated or otherwise
          sunscreened without the express written consent of Landlord.

      4.  Tenant shall not mark, nail, paint, drill into, or in any way
          deface any part of the Premises or the Building.  Tenant shall
          not lay linoleum, tile, carpet or other similar floor covering so
          that the same shall be affixed to the floor of the Premises in
          any manner except as approved by Landlord in writing.  The
          expense of repairing any damage resulting from a violation of
          this rule or removal of any floor covering shall be borne by
          Tenant.
     <PAGE>
      5.  The toilet rooms, urinals, wash bowls and other plumbing
          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 invitees,
          caused it.

      6.  Landlord shall direct electricians as to the manner and location
          of any future telephone wiring.  No boring or cutting for wires
          will be allowed without the prior consent of Landlord.  The
          locations of the telephones, call boxes and other office
          equipment affixed to the Premises shall be subject to the prior
          written approval of Landlord.

      7.  The Premises shall not be used for manufacturing or for the
          storage of merchandise except as such storage may be incidental
          to the permitted use of the Premises.  No exterior storage shall
          be allowed at any time without the prior written approval of
          Landlord.  The Premises shall not be used for cooking or washing
          clothes without the prior written consent of Landlord, or for
          lodging or sleeping or for any immoral or illegal purposes.

      8.  Tenant shall not make, or permit to be made, any unseemly or
          disturbing noises or disturb or interfere with occupants of this
          or neighboring buildings or premises or those having business
          with them, whether by the use of any musical instrument, radio,
          phonograph, noise, or otherwise.  Tenant shall not use, keep or
          permit to be used, or kept, any foul or obnoxious gas or
          substance in the Premises or permit or suffer the Premises to be
          used or occupied in any manner offensive or objectionable to
          Landlord or other occupants of this or neighboring buildings or
          premises by reason of any odors, fumes or gases.

      9.  No animals shall be permitted at any time within the Premises.

     10.  Tenant shall not use the name of the Building or the Project in
          connection with or in promoting or advertising the business of
          Tenant, except as Tenant's address, without the written consent
          of Landlord.  Landlord shall have the right to prohibit any
          advertising by any Tenant which, in Landlord's reasonable
          opinion, tends to impair the reputation of the Project or its
          desirability for its intended uses, and upon written notice from
          Landlord any Tenant shall refrain from or discontinue such
          advertising.

     11.  Canvassing, soliciting, peddling, parading, picketing,
          demonstrating or otherwise engaging in any conduct that
          unreasonably impairs the value or use of the Premises or the
          Project are prohibited and each Tenant shall cooperate to prevent
          the same.
     <PAGE>
     12.  No equipment of any type shall be placed on the Premises which in
          Landlord's opinion exceeds the load limits of the floor or
          otherwise threatens the soundness of the structure or
          improvements of the Building.

     13.  No air conditioning unit or other similar apparatus shall be
          installed or used by any Tenant without the prior written consent
          of Landlord.

     14.  No aerial antenna shall be erected on the roof or exterior walls
          of the Premises, or on the grounds, without in each instance, the
          prior written consent of Landlord.  Any aerial or antenna so
          installed without such written consent shall be subject to
          removal by Landlord at any time without prior notice at the
          expense of the Tenant, and Tenant shall upon Landlord's demand
          pay a removal fee to Landlord of not less than $200.00.

     15.  The entire Premises, including vestibules, entrances, doors,
          fixtures, windows and plate glass, shall at all times be
          maintained in a safe, neat and clean condition by Tenant.  All
          trash, refuse and waste materials shall be regularly removed from
          the Premises by Tenant and placed in the containers at the
          locations designated by Landlord for refuse collection.  All
          cardboard boxes must be "broken down" prior to being placed in
          the trash container.  All styrofoam chips must be bagged or
          otherwise contained prior to placement in the trash container, so
          as not to constitute a nuisance.  Pallets may not be disposed of
          in the trash container or enclosures.  The burning of trash,
          refuse or waste materials is prohibited.

     16.  Tenant shall use at Tenant's cost such pest extermination
          contractor as Landlord may direct and at such intervals as
          Landlord may require.

     17.  All keys for the Premises shall be provided to Tenant by Landlord
          and Tenant shall return to Landlord any of such keys so provided
          upon the termination of the Lease.  Tenant shall not change locks
          or install other locks on doors of the Premises, without the
          prior written consent of Landlord.  In the event of loss of any
          keys furnished by Landlord for Tenant, Tenant shall pay to
          Landlord the costs thereof.

     18.  No person shall enter or remain within the Project while
          intoxicated or under the influence of liquor or drugs.  Landlord
          shall have the right to exclude or expel from the Project any
          person who, in the absolute discretion of Landlord, is under the
          influence of liquor or drugs.

          Landlord reserves the right to amend or supplement the foregoing
          Rules and Regulations and to adopt and promulgate additional
          rules and regulations applicable to the Premises.  Notice of such
          rules and regulations and amendments and supplements thereto, if
          any, shall be given to the Tenant.
     <PAGE>
                                    EXHIBIT X
                                    ---------

                                   WORK LETTER

                                DOLLAR ALLOWANCE
                            [SECOND GENERATION SPACE]


     The Tenant Improvement work (herein "Tenant Improvements") shall
     consist of any work required to complete the Premises pursuant to
     approved "Working Drawings and Specifications" (as hereinafter
     defined.  The improvement work to the interior of the shell Building
     (the "Shell Improvements") shall consist of any work required to
     complete improvements to the interior of the shell Building as
     generally described on EXHIBIT X-1 attached hereto.  All of the Tenant
     Improvement and Shell Improvement work shall be performed by a
     contractor selected by Landlord and in accordance with the procedures
     and requirements set forth below.

      I.  ARCHITECTURAL AND CONSTRUCTION PROCEDURES

          A.  Tenant and Landlord have approved, or shall approve within
              the time period set forth below, both (i) a detailed space
              plan for the Premises, prepared by Landlord's architect,
              which includes interior partitions, ceilings, interior
              finishes, interior office doors, suite entrance, floor
              coverings, window coverings, lighting, electrical and
              telephone outlets, plumbing connections, heavy floor loads
              and other special requirements ("Preliminary Plan"), and (ii)
              an estimate, prepared by Landlord's contractor, of the cost
              for which Landlord will complete or cause to be completed the
              Tenant Improvements ("Preliminary Cost Estimate").  Tenant
              shall approve or disapprove each of the Preliminary Plan and
              the Preliminary Cost Estimate by signing copies of the
              appropriate instrument and delivering same to Landlord within
              five (5) working days of its receipt by Tenant.  If Tenant
              disapproves any matter, Tenant shall specify in detail the
              reasons for disapproval and Landlord shall attempt to modify
              the Preliminary Plan and the Preliminary Cost Estimate to
              incorporate Tenant's suggested revisions in a mutually
              satisfactory manner.  In no event, however, shall Tenant have
              the right to make additions to the Preliminary Plan as part
              of its approval thereof which would increase the improvements
              to be paid for by "Landlord's Contribution" (as hereinafter
              defined), it being understood and agreed that the Preliminary
              Plan submitted by Landlord's architect is intended to include
              all improvements desired by Tenant using Landlord's
              "Standards" (as hereinafter defined), whether or not the full
              amount of Landlord's Contribution would be required to
              complete construction of the improvements as shown in the
              Preliminary Plan.  In all events, however, Tenant shall
              approve in all respects a Preliminary Plan and Preliminary
              Cost Estimate not later than the date set forth in Item 15 of
     <PAGE>
              the Basic Lease Provisions ("Plan Approval Date"), it being
              understood that Tenant's failure to do so shall constitute a
              "Tenant Delay" for purposes of this Lease.

          B.  On or before the Plan Approval Date, Tenant shall provide in
              writing to Landlord or Landlord's architect all
              specifications and information requested by Landlord for the
              preparation of final construction documents and costing,
              including without limitation Tenant's final selection of wall
              and floor finishes, complete specifications and locations
              (including load and HVAC requirements) of Tenant's equipment,
              and details of all "Non-Standard Improvements" (as defined
              below) to be installed in the Premises (collectively,
              "Programming Information").  Tenant's failure to provide the
              Programming Information by the Plan Approval Date shall
              constitute a Tenant Delay for purposes of this Lease.  Tenant
              understands that final construction documents for the Tenant
              Improvements shall be predicated on the Programming
              Information, and accordingly that such information must be
              accurate and complete.

          C.  The Tenant Improvements shall incorporate Landlord's building
              standard materials and specifications ("Standards").  No
              deviations from the Standards may be required by Tenant with
              respect to doors and frames, finish hardware, entry graphics,
              the ceiling system, light fixtures and switches, mechanical
              systems, life and safety systems, and/or window coverings;
              provided that Landlord may, in its sole discretion, authorize
              in writing one or more of such deviations, in which event
              Tenant shall pay to Landlord, prior to the commencement of
              construction and in addition to sums otherwise due hereunder
              from Tenant, an amount equal to the cost, as reasonably
              estimated by Landlord, of replacing the deviating item(s)
              with the applicable Standard item(s) upon the expiration or
              termination of this Lease.  All other non-standard items
              ("Non-Standard Improvements") shall be subject to the
              reasonable prior approval of Landlord.  Landlord shall in no
              event be required to approve any Non-Standard Improvement if
              Landlord determines that such improvement (i) is of a lesser
              quality than the corresponding Standard, (ii) fails to
              conform to applicable governmental requirements, (iii)
              requires building services beyond the level normally provided
              to other tenants, (iv) would delay construction of the Tenant
              Improvements beyond the Estimated Commencement Date and
              Tenant declines to accept such delay in writing as a Tenant
              Delay, or (v) would have an adverse aesthetic impact from the
              exterior of the Premises.

          D.  Upon Tenant's approval of the Preliminary Plan and
              Preliminary Cost Estimate and delivery of the complete
              Programming Information, Landlord's architect and engineers
              shall prepare and deliver to Tenant working drawings and
              specifications ("Working Drawings and Specifications"), and
     <PAGE>
              Landlord's contractor shall prepare a final construction cost
              estimate ("Final Cost Estimate") for the Tenant Improvements
              in conformity with the Working Drawings and Specifications.
              Tenant shall have five (5) working days from the receipt
              thereof to approve or disapprove the Working Drawings and
              Specifications and the Final Cost Estimate.  Tenant shall not
              unreasonably withhold or delay its approval, and any
              disapproval or requested modification shall be limited to
              items not contained in the approved Preliminary Plan or
              Preliminary Cost Estimate.  In no event shall Tenant
              disapprove the Final Cost Estimate if it does not exceed the
              approved Preliminary Cost Estimate.  Should Tenant disapprove
              the Working Drawings and Specifications and the Final Cost
              Estimate, such disapproval shall be accompanied by a detailed
              list of revisions.  Any revision requested by Tenant and
              accepted by Landlord shall be incorporated into a revised set
              of Working Drawings and Specifications and Final Cost
              Estimate, and Tenant shall approve same in writing within
              five (5) business days of receipt without further revision.
              Tenant's failure to comply in a timely manner with any of the
              requirements of this paragraph shall constitute a Tenant
              Delay.  Without limiting the rights of Landlord for Tenant
              Delays as set forth herein, in the event Tenant has not
              approved both the Working Drawings and Specifications and the
              Final Cost Estimate within sixty (60) days following the date
              of this Lease, then Landlord may, at its option, elect to
              terminate this Lease by written notice to Tenant.  In the
              event Landlord elects to effect such a termination, Tenant
              shall, within ten (10) days following demand by Landlord, pay
              to Landlord any costs incurred by Landlord in connection with
              the preparation or review of plans, construction estimates,
              price quotations, drawings or specifications under this Work
              Letter and for all costs incurred in the preparation and
              execution of this Lease, including any leasing commissions.

          E.  In the event that Tenant requests in writing a revision in
              the approved Working Drawings and Specifications ("Change"),
              Landlord shall advise Tenant by written change order as soon
              as is practical of any increase in the Completion Cost and/or
              any Tenant Delay such Change would cause.  Tenant shall
              approve or disapprove such change order in writing within two
              (2) working days following its receipt from Landlord.
              Tenant's approval of a Change shall be accompanied by
              Tenant's payment of any resulting increase in the Completion
              Cost.  Landlord shall have the right to decline Tenant's
              request for a Change for any of the reasons set forth in
              Article I.C above for Landlord's disapproval of a Non-
              Standard Improvement.  It is understood that Landlord shall
              have no obligation to interrupt or modify the Tenant
              Improvement work pending Tenant's approval of a change order.
     <PAGE>
          F.  Notwithstanding any provision in the Lease to the contrary,
              if Tenant fails to comply with any of the time periods
              specified in this Work Letter, fails otherwise to approve or
              reasonably disapprove any submittal within five (5) working
              days, fails to approve in writing both the Preliminary Plan
              and Preliminary Cost Estimate for the Tenant Improvements by
              the Plan Approval Date, fails to provide all of the
              Programming Information requested by Landlord by the Plan
              Approval Date, fails to approve in writing the Working
              Drawings and Specifications and the Final Cost Estimate
              within the time provided herein, requests any Changes,
              furnishes inaccurate or erroneous specifications or other
              information, or otherwise delays in any manner the completion
              of the Tenant Improvements (including without limitation by
              specifying materials that are not readily available) or the
              issuance of an occupancy certificate (any of the foregoing
              being referred to in this Lease as a "Tenant Delay"), then
              Tenant shall bear any resulting additional construction cost
              or other expenses, and the Commencement Date of this Lease
              shall be deemed to have occurred for all purposes, including
              Tenant's obligation to pay rent, as of the date Landlord
              reasonably determines that it would have been able to deliver
              the Premises to Tenant but for the collective Tenant Delays.
              In no event, however, shall such date be earlier than the
              Estimated Commencement Date set forth in the Basic Lease
              Provisions.  Should Landlord determine that the Commencement
              Date should be advanced in accordance with the foregoing, it
              shall so notify Tenant in writing.  Landlord's determination
              shall be conclusive unless Tenant notifies Landlord in
              writing, within five (5) working days thereafter, of Tenant's
              election to contest same by arbitration with JAMS/ENDISPUTE
              in Orange County, California.  Pending the outcome of such
              arbitration proceedings, Tenant shall make timely payment of
              all rent due under this Lease based upon the Commencement
              Date set forth in the aforesaid notice from Landlord.

          G.  Landlord shall permit Tenant and its agents to enter the
              Premises prior to the Commencement Date of the Lease in order
              that Tenant may perform any work to be performed by Tenant
              hereunder through its own contractors, subject to Landlord's
              prior written approval, and in a manner and upon terms and
              conditions and at times satisfactory to Landlord's
              representative.  The foregoing license to enter the Premises
              prior to the Commencement Date is, however, conditioned upon
              Tenant's contractors and their subcontractors and employees
              working in harmony and not interfering with the work being
              performed by Landlord.  If at any time that entry shall cause
              disharmony or interfere with the work being performed by
              Landlord, this license may be withdrawn by Landlord upon
              twenty-four (24) hours written notice to Tenant.  That
              license is further conditioned upon the compliance by
              Tenant's contractors with all requirements imposed by
              Landlord on third party contractors and subcontractors,
     <PAGE>
              including without limitation the maintenance by Tenant and
              its contractors and subcontractors of workers' compensation
              and public liability and property damage insurance in amounts
              and with companies and on forms satisfactory to Landlord,
              with certificates of such insurance being furnished to
              Landlord prior to proceeding with any such entry.  The entry
              shall be deemed to be under all of the provisions of the
              Lease except as to the covenants to pay rent.  Landlord shall
              not be liable in any way for any injury, loss or damage which
              may occur to any such work being performed by Tenant, the
              same being solely at Tenant's risk.  In no event shall the
              failure of Tenant's contractors to complete any work in the
              Premises extend the Commencement Date of this Lease beyond
              the date that Landlord has completed its Tenant Improvement
              work and tendered the Premises to Tenant.

          H.  Tenant hereby designates John Ueberroth, Telephone No. (714)
              717-5050, as its representative, agent and attorney-in-fact
              for the purpose of receiving notices, approving submittals
              and issuing requests for Changes, and Landlord shall be
              entitled to rely upon authorizations and directives of such
              person(s) as if given directly by Tenant.  Tenant may amend
              the designation of its construction representative(s) at any
              time upon delivery of written notice to Landlord.

     II.  COST OF TENANT IMPROVEMENTS

          A.  Landlord shall complete, or cause to be completed, the Tenant
              Improvements, at the construction cost shown in the approved
              Final Cost Estimate (subject to the provisions of this Work
              Letter), in accordance with final Working Drawings and
              Specifications approved by both Landlord and Tenant.
              Landlord shall pay towards the final construction costs
              ("Completion Cost") as incurred a maximum of Two Hundred
              Sixty-Nine Thousand Nine Hundred Sixty Dollars ($269,960.00)
              ("Landlord's Contribution"), based on $10.00 per square foot
              of the Premises, and Tenant shall be fully responsible for
              the remainder ("Tenant's Contribution").  If the actual cost
              of completion of the Tenant Improvements is less than the
              maximum amount provided for the Landlord's Contribution, such
              savings shall inure to the benefit of Landlord and Tenant
              shall not be entitled to any credit or payment.

          B.  The Completion Cost shall include all direct costs of
              Landlord in completing the Tenant Improvements, including but
              not limited to the following:  (i) payments made to
              architects, engineers, contractors, subcontractors and other
              third party consultants in the performance of the work, (ii)
              permit fees and other sums paid to governmental agencies,
              (iii) costs of all materials incorporated into the work or
              used in connection with the work, and (iv) keying and signage
              costs.  The Completion Cost shall also include an
              administrative/ supervision fee to be paid to Landlord in the
              amount of five percent (5%) of all such direct costs.
     <PAGE>
          C.  Prior to start of construction of the Tenant Improvements,
              Tenant shall pay to Landlord the amount of the Tenant's
              Contribution set forth in the approved Final Cost Estimate.
              In addition, if the actual Completion Cost of the Tenant
              Improvements is greater than the Final Cost Estimate because
              of modifications or extras not reflected on the approved
              working drawings, or because of Tenant Delays, then Tenant
              shall pay to Landlord, within ten (10) days following
              submission of an invoice therefor, all such additional costs,
              including any additional architectural fee.  If Tenant
              defaults in the payment of any sums due under this Work
              Letter, Landlord shall (in addition to all other remedies)
              have the same rights as in the case of Tenant's failure to
              pay rent under the Lease.

    III.  COST OF SHELL IMPROVEMENTS

          Landlord shall complete, or cause to be completed, the Shell
          Improvements as generally described on EXHIBIT X-1 attached
          hereto, in accordance with all applicable laws and building codes
          in effect as of the Commencement Date.  The completion of the
          Shell Improvements shall be at Landlord's sole cost and expense.
     <PAGE>
                                   EXHIBIT X-1
                                   -----------

                         SHELL IMPROVEMENTS DESCRIPTION
                                (1071 Camelback)

     The following is a summary of the "Shell Improvements" currently under
     construction at 1071 Camelback, Newport Beach, California:

     -  All base building HVAC systems shall be either repaired or replaced
        and ready for Tenant's specific distribution.

     -  New building standard ceiling grid shall be installed in the office
        area ready to receive ceiling tile which shall be installed
        concurrently with Tenant Improvements.

     -  Fire sprinklers heads in the office area shall be changed out to
        the building standard semi-recessed heads ready for Tenant's
        specific distribution.

     -  Office lighting shall be re-lamped and reinstalled into the new
        ceiling grid ready for Tenant's specific distribution.

     -  All exterior perimeter glazing, frames and storefront doors shall
        be replaced with new.

     -  Window coverings shall be installed on all exterior perimeter
        windows.

     -  All exterior concrete walls in the office area shall be furred with
        building standard drywall furring, taped and ready to receive
        paint.

     -  Both sets of restrooms shall be completely reconstructed to current
        code with building standard fixtures and finishes.

     -  Concrete slab shall be cleaned ready to receive Tenant's floor prep
        and floor covering.

     -  All lighting in warehouse shall be re-lamped and relocated into a
        grid pattern.

     The following is a nonexclusive list of examples of improvements which
     are NOT "Shell Improvements", and which shall be completed as Tenant
     Improvement work pursuant to the Work Letter:

     -  All above ceiling HVAC, lighting and sprinkler distribution
        specific to Tenant's office layout.

     -  Installation of building standard ceiling tile.

     -  All interior drywall walls specific to Tenant's office layout.
     <PAGE>
     -  All interior power/phone/data outlets and conduit specific to
        Tenant's office layout and requirements.

     -  All wall and floor finishes.

     -  All millwork specific to Tenant's office layout.

     <PAGE>
                                    EXHIBIT Y
                                    ---------

                         [EXHIBIT Y, not presented here,
                    contains a diagram entitled "Site Plan."