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                                                                    EXHIBIT 10.2

                              OFFICE BUILDING LEASE

This Lease, dated, for reference purposes only, on this 31st day of August 2002
is made between LANDLORD and TENANT,

                                   WITNESSETH:

1) TERMS AND DEFINITIONS. For the purpose of this Lease, the following terms
shall have the following definitions and meanings:

      a. LANDLORD: Roosevelt Building.

      b. LANDLORD'S REPRESENTATIVE: (The authorized representative of LANDLORD
for all rental payments and all notices as provided herein)

      Milbank Real Estate Services.
      727 West Seventh Street, Suite 800, Los Angeles, California 90017.

      c. TENANT: The Mortgage Store Financial, Inc., a California corporation.

      d. TENANT'S ADDRESS: 727 West Seventh Street, Suite 850, Los Angeles,
California 90017.

      e. BUILDING'S NAME AND ADDRESS: Roosevelt Building, 727 W. Seventh Street,
Los Angeles, California.

      f. SUITE NUMBER: 850, APPROXIMATE RENTABLE AREA: 14,855.

      g. FLOOR(S) UPON WHICH THE PREMISES ARE LOCATED: 8th Floor.

      h. PREMISES: Those certain Premises described in paragraph 2.

      i. TERM: Three (3) year and -0- months.

      j. COMMENCEMENT DATE: October 1, 2002.

      k. EXPIRATION DATE: September 30, 2005.

      l. MONTHLY BASIC RENT: Twenty Two Thousand Two Hundred Eighty Two and
50/100 Dollars ($22,282.50).

      m. TENANT'S PERCENTAGE SHARE: 5.94%.

      n. SECURITY DEPOSIT: $ 22,282.50.

      o. PERMITTED USE: General Offices.

      p. PARKING: 15 Vehicle Spaces.

      q. BROKERS: Milbank Real Estate Services.

      r. INITIAL PAYMENT UPON EXECUTION OF LEASE:

            i.   1st Month Basic Rent:                     $   22,282.50
                                                           -------------
            ii.  Last Month Basic Rent:                    $        0.00
                                                           -------------
            iii. Security Deposit:                         $   22,282.50
                                                           -------------
            iv.  1st Month Parking:                        $        0.00
                                                           -------------
            v.   Miscellaneous:                            $        0.00
                                                           -------------
                      Total:                               $   44,565.00
                                                           =============

      s) ADDITIONAL DOCUMENTS: Attached to this Lease and incorporated herein by
reference are: Exhibits "A", "B", "C" and "D".

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

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      2. PREMISES LEASED. For and in consideration of the covenants hereinafter
mentioned, LANDLORD leases to TENANT and TENANT hereby leases from LANDLORD the
Premises contained within suite designated in Paragraph 1.f. The rent hereunder
is a negotiated sum determined by a number of factors including but not limited
to: (i) the location of the Premises within in the Building, (ii) the extent of
the improvements in the Premises,(iii) the length of the Lease term, (iv) the
intended use of the Premises, (v) the credit worthiness of the TENANT, (vi)
LANDLORD's prior business dealings with the TENANT, and (vii) the approximate
rentable square footage of the Premises. The term "approximate rentable square
footage" contained in this Lease, includes a portion of all common areas in the
Building and areas dedicated to the service of the Building which essentially
comprises the whole floor upon which the premises are located, without deduction
for columns and projections necessary to the Buildings structure, plus the
ground floor common areas located within the Building. The rentable square
footage of the Premises and the Building are determined by LANDLORD's architect,
which such determination shall be conclusive and binding upon the parties
herein.

      3. TERM. The term of this Lease shall be for the period designated in
paragraph 1.i, commencing on the Commencement Date and ending on the Expiration
Date, unless the term hereby demised shall be sooner terminated as hereinafter
provided. If TENANT, with LANDLORD's consent, takes possession of the Premises
prior to the commencement of this Lease, then TENANT shall be subject to all the
covenants and conditions hereof, and shall pay rent for the period beginning
with the date TENANT takes possession at the monthly rate prescribed in
paragraph 1.l.

      4. MONTHLY BASIC RENT. The TENANT agrees to pay the LANDLORD as basic rent
for said leased Premises, for the initial period of the Lease as set forth in
paragraph 1.i, in monthly installments as set forth in paragraph 1.l (the basic
monthly rental) subject to adjustments as hereinafter provided (plus such other
sums as are hereinafter provided for), each installment payable in advance on
the first day of each and every calendar month during the term hereof,
commencing on the Commencement Date as set forth in paragraph 1.j of this Lease
in lawful money of the United States of America, which the TENANT agrees to pay
to the LANDLORD without deduction or offset, prior notice or demand, at the
office of the Building or such other place as the LANDLORD may designate, except
that if the Commencement Date occurs on a day other than the first day of the
month, then the Basic Rent for the fraction of the month starting with the
Commencement Date shall be paid on said Commencement Date, prorated on the basis
of the actual number of days in said month. If the term hereof ends on a day
other than the last day of a month, then the Basic Rent for the month during
which said expiration occurs shall be prorated on the basis of the actual number
of days TENANT occupies the Premises and a 30 day month. In addition to said
Basic Rent, TENANT agrees to pay "Additional Rent" as and when hereinafter
provided in this Lease. Basic Rent and Additional Rent are hereinafter sometimes
referred to collectively as the "rent".

      Upon execution of this lease, TENANT shall pay the LANDLORD the sums as
set forth in paragraph 1.r. The time of payment of Basic Rent and additional
rent hereunder is of the essence of this Lease and, in addition to all of the
other remedies available to LANDLORD, hereunder shall bear interest at the
maximum rate permitted by law after due date until paid in full.

      5. LATE CHARGES. TENANT hereby acknowledges that late payment by TENANT to
LANDLORD of rent and other sums due hereunder will cause LANDLORD to incur costs
not contemplated by this Lease, the exact amount of which will be impractical or
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges and late charges which may be imposed on
LANDLORD by the terms of the trust deed encumbering the Premises. Accordingly,
if any installment of rent or any other sum due from TENANT shall not be
received by LANDLORD within ten (10) days after such amount shall be due, TENANT
shall pay to LANDLORD a late charge equal to 10% of such overdue amount. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs LANDLORD will incur by reason of late payment. TENANT
acknowledges that the aforesaid amount of 10% is not a penalty, but is an amount
that is acknowledged by the parties as the amount representing the liquidated
damages that LANDLORD will suffer as a result of the late payment, taking into
consideration all facts and circumstances known to the parties at this time and
represents a fair and reasonable estimate of the costs the LANDLORD will incur
by reason of the late payment. The parties further agree that proof of actual
damage would be costly or inconvenient. The late charge shall be considered
Additional Rent as defined in Paragraph 4 of this Lease, and shall be in
addition to all of LANDLORD's other rights and remedies hereunder or at law. In
addition to the late charge described herein, any Monthly Basic Rent, or other
amounts owed by TENANT to LANDLORD which are not paid on or before the date they
are due, shall thereafter bear interest until paid in full at a rate equal to
twelve percent (12%) per annum, provided that in no event shall such rate exceed
the highest rate permitted by applicable law. The Late Charge and interest
payable hereunder shall be considered Rent. If TENANT's check is returned by the
bank, in addition to the late charge of 10% as specified above, TENANT shall
also pay to LANDLORD the charge made by the bank for the returned check and
LANDLORD's return check charge of $15.00 per check returned.

            LANDLORD: /S/ RE                      TENANT: /S/ MY
                      ------                              ------

      6. C.P.I. ADJUSTMENTS. LANDLORD shall have the additional right to
increase each year the monthly basic rent as specified in Paragraph 1.l on the
first day of the month following the anniversary date of the commencement of the
term and in accordance with the following formula:

      The Consumer Price Index for all Urban Consumers for the Los Angeles-Long
Beach metropolitan area, published in the U.S. Department of Labor, Bureau of
Labor Statistics (Index) which is published for the month which is three (3)
months prior to such anniversary date (the "Extension Index") shall be compared
with the Index (the "Beginning Index") published for the month which is three
(3) months prior to the "Beginning Month". For the purposes of this paragraph 6,
the "Beginning Month" shall be defined as the month of the latest adjustment
made in accordance with this paragraph, or, if there has been no previous
adjustment, the month in which the original Lease Term commenced.

      If the Extension Index has increased over the Beginning Index, the monthly
rent payable during the next year shall be set by multiplying the monthly basic
rent for the Beginning Month by a fraction, the numerator of which is the
Extension Index and denominator of which is the Beginning Index. As soon as the
monthly basic rent is set, LANDLORD shall notify TENANT of the amount of the
increase of the rental, if any, for the next year of the term. The failure of
LANDLORD to notify TENANT of an increase shall not preclude LANDLORD from
enforcing its rights hereunder for such year or any subsequent year.

      If the Index is changed so that the base year differs from that used in
the Beginning Month, the Index shall be converted in accordance with the
conversion factor published by the U.S. Department of Labor, Bureau of Labor
Statistics. If the index is discontinued or revised during the Term, such other
government index, as selected by LANDLORD in its reasonable discretion, or
computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the Index had not been
discontinued or revised.

                                                                               2

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
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      7. OPERATING EXPENSES AND REAL PROPERTY TAX ADJUSTMENTS. TENANT shall pay
to LANDLORD upon receipt of a statement therefor, as additional rent, such
proportion of the following items as the rentable square footage rented by
TENANT bears to the total rentable square footage of the Building as set forth
in paragraph 1.m of this Lease:

            i. Any increase in expenses paid or incurred by LANDLORD in the
operation or maintenance of the Building, above such expenses paid or incurred
by LANDLORD during the base year (hereinafter defined); and

            ii. Any increase in the city, county, special district and state
"real estate taxes" in excess of the real estate taxes levied against the land
and Building (including parking structure ancillary thereto) of which the
Premises are a part, for the base year (hereinafter defined).

      a. DEFINITION OF TERMS. For the purposes of this Paragraph 7, the
following terms are defined as follows:

            i. EXPENSES: Expenses shall consist of all direct costs of operation
and maintenance of the Building, including parking structure ancillary thereto
and the common areas as determined by standard accounting practices, including
the following costs by way of illustration, but not limitation: water and sewer
charges; the net cost and expense of insurance for which LANDLORD is responsible
hereunder or which LANDLORD or any mortgagee with a lien affecting the Premises
reasonably deems necessary in connection with the operation of the Building;
utilities; janitorial services; security; labor, parking expenses; utilities
surcharges; or any other costs levied, assessed or imposed by, or at the
direction of, or resulting from statutes or regulation or interpretations
thereof, promulgated by any federal, state, regional, municipal or local
government authority in connection with the use or occupancy of the Building or
the Premises or the parking facilities serving the Building or the Premises; the
cost (amortized over such reasonable period as LANDLORD shall determine together
with interest at the maximum rate allowed by law on the unamortized balance) of
(A) any capital improvements made to the Building by the LANDLORD after the
first year of the term of the Lease that reduce other Expenses, or made to the
Building by LANDLORD after the date of the Lease that are required under any
governmental law or regulation that was not applicable to the Building at the
time it was constructed, or (B) replacement of any Building equipment needed to
operate the Building at the same quality levels as prior to the replacement;
costs incurred in the management of the Building, if any (including supplies,
wages and salaries of employees used in the management, operation and
maintenance of the Building, payroll taxes and similar governmental charges with
respect thereto, Building management office rental if said office is located in
the Building, and a management fee); air-conditioning; waste disposal; heating;
ventilating; elevator maintenance; supplies; materials; equipment; tools; repair
and maintenance of the structural portions of the Building, plumbing, heating,
ventilating, air-conditioning and electrical systems installed or furnished by
LANDLORD; maintenance costs and upkeep of all parking and commons areas,
including rental of personal property used in such maintenance and upkeep; costs
and expenses of gardening and landscaping; maintenance of signs (other than
TENANT's signs); personal property taxes levied on or attributable to personal
property used in connection with the entire Building, including the Common Areas
and ancillary parking structure; reasonable audit or verification fees; and
costs and expenses of repairs, resurfacing, repairing, maintenance, painting,
lighting, cleaning, refuse removal, security and similar items, including
appropriate reserves. Expenses shall not include depreciation on the Building or
equipment therein; LANDLORD's executive salaries; the commission of real estate
brokers or leasing agents, and other costs related to leasing the Building;
interest expense on Building financing; amortization of the cost of Leasehold
Improvements in the Building; ground rent; income and franchise taxes;
dividends; and attorney's fees and expenses which are not related to the
operation of the Building.

            ii. REAL ESTATE TAXES. As used herein, the "real estate taxes" shall
include any form of assessment, license fee, license tax, business license fee,
commercial rental tax, levy, charge, penalty, tax or similar imposition imposed
by any authority having the direct power to tax, including any city, country,
state or federal government, or any school, agricultural, lighting drainage or
other improvements or special assessment district thereof, as against any legal
or equitable interest of LANDLORD in the Premises, including, but not limited
to, the following:

                  (1) Any tax on LANDLORD's "right" to rent or "right" to other
income from the Premises or as against LANDLORD's business of leasing the
Premises;

                  (2) Any assessment, tax, fee, levy or charge in substitution,
partially or totally, of any assessment, tax, fee, levy or charge previously
included within the definition of real estate tax, it being acknowledged by
TENANT and LANDLORD that Proposition 13 was adopted by the voters of the State
of California in the June, 1978 Election and that assessments, taxes, fees,
levies and charges may be imposed by governmental agencies for such services as
fire protection, street, sidewalk and road maintenance, refuse removal and for
other governmental services formerly provided without charge to property owners
or occupants. It is the intention of TENANT and LANDLORD that all such new and
increased assessments, taxes, fees, levies and charges to be included within the
definition of "real property taxes" for the purposes of this Lease;

                  (3) Any assessment, tax, fee, levy or charge allocable to or
measured by the area of the Premises or the rent payable hereunder, including,
without limitation, any gross income tax or excise tax levied by the state, city
or federal government, or any political subdivision thereof, with respect to the
receipt of such rent, or upon or with respect to the possession, leasing,
operating, management, maintenance, alteration, repair, use or occupancy by
TENANTS of the Premises, or any portion thereof;

                  (4) Any assessment, tax, fee, levy or charge upon this
transaction or any document to which TENANT is a party creating or transferring
an interest or an estate in the Premises;

                  (5) Any assessment, tax, fee, levy or charge by any
governmental agency related to any transportation plan, fund or system
instituted within the geographic area of which the Building is a part; or

                  (6) Reasonable legal and other professional fees, costs and
disbursements incurred in connection with proceedings to contest, determine or
reduce real property taxes.

      Notwithstanding any provision of this Paragraph 7 expressed or implied to
the contrary, "real estate taxes" shall not include LANDLORD's federal or state
income, franchise, inheritance or estate taxes

            iii. BASE YEAR FOR EXPENSES. The base year for the determination of
any increase in expenses incurred by LANDLORD in the operation or maintenance of
the Building, is the calendar year commencing January 1, and ending December 31
in which the term of this Lease commenced.

            iv. BASE YEAR FOR REAL ESTATE TAXES. The base year for the
determination of any increase in the city, county, special district and state
"real estate taxes" in excess of the real estate taxes levied against the land,
Building, common areas (including parking structure ancillary thereto) of which
the Premises are a part is the fiscal tax year commencing July 1 and ending the
following June 30 in which the term of this Lease commences.

      With respect to any portion of a Lease year which does not conform to a
fiscal tax year (a tax year ends June 30th), the additional payments provided
under this Paragraph 7 shall be prorated accordingly.

                                                                               3

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

      b. ESTIMATE STATEMENT AND ACTUAL STATEMENT. At the time of making and
entering into of this Lease and by the first day of March of each calendar year
during the term of this Lease, LANDLORD shall endeavor to deliver to TENANT a
statement ("Estimate Statement") wherein LANDLORD shall estimate the Expenses
and Real Estate Taxes for the current calendar year; provided, however, that if
LANDLORD determines that TENANT's Percentage Share of the Expenses for such
current calendar year is greater than that set forth in the Estimate Statement,
then LANDLORD may deliver on the first day of June, September, or December, as
appropriate, a revised Estimate Statement and TENANT shall pay to LANDLORD,
within ten (10) days of the delivery of such revised Estimate Statement, the
difference between such revised Estimate Statement and the original Estimate
Statement for the portion of the current calendar year which has then expired,
and TENANT shall pay during the balance of such current calendar year through
February of the succeeding calendar year a fraction of the balance of such
difference as would fully amortize such excess over the remaining months of the
then current calendar year through and including February of the succeeding
calendar year. Subsequent installments shall be paid concurrently with the
regular monthly rent payments for the balance of the calendar year and shall
continue until the next calendar year's Estimate Statement is rendered. By the
first day of March of each succeeding calendar year during the term of this
Lease, LANDLORD shall endeavor to deliver to TENANT a statement ("Actual
Statement") wherein LANDLORD shall state the actual Expenses for the preceding
calendar year. If the Actual Statement reveals a greater increase in TENANT's
Percentage Share of Expenses than was estimated by LANDLORD in the Estimated
Statement delivered as provided herein, then upon receipt of the Actual
Statement from LANDLORD, TENANT shall pay a lump sum equal to said total
increase over the Expenses and Real Estate Taxes, less the total of the monthly
installments of increases set forth on the Estimate Statement which were paid in
the previous calendar year. If, in any calendar year, TENANT's Percentage Share
of Expenses is less than the preceding calendar year, then upon receipt of
LANDLORD's Actual Statement, any overpayment made by TENANT on the monthly
installment basis provided above shall be credited toward the next monthly rent
falling due and the monthly installment of TENANT's Percentage Share of Expenses
to be paid pursuant to the then current Estimate Statement shall be adjusted to
reflect such lower expenses for the most recent calendar year, or if this Lease
has been terminated, such excess shall be credited against any amount which
TENANT owes LANDLORD pursuant to this Lease and, to the extent all amounts which
TENANT owes LANDLORD pursuant to this Lease have been paid, LANDLORD shall
promptly pay such excess to TENANT. Any delay or failure by LANDLORD in
delivering any Estimate or Actual Statement pursuant to this Paragraph shall not
constitute a waiver of its right to require an increase in rent nor shall it
relieve TENANT of its obligations pursuant to this Paragraph, except that TENANT
shall not be obligated to make any payments based on such Estimate or Actual
Statement until ten (10) days after receipt of such Estimate or Actual
statement.

      Even though the term has expired and TENANT has vacated the Premises, when
the final determination is made of TENANT's Percentage Share of Expenses for the
year in which this Lease terminates, TENANT shall immediately pay any increase
due over the estimated expenses paid and conversely any overpayment made in the
event said expenses decrease shall be immediately rebated by LANDLORD to TENANT.

      Notwithstanding anything contained in this Paragraph 7, the rental payable
by TENANT shall in no event be less than the rent specified in Paragraph 1.l
hereof.

      c. DISPUTES REGARDING ACTUAL STATEMENT. In the event TENANT disputes any
and all amounts set forth in the Actual Statement, TENANT shall provide LANDLORD
with written notice of same within ninety (90) days of receipt of the Actual
Statement. As a condition precedent to contesting the amount set forth in the
Actual Statement shall be the payment by TENANT in a timely manner of the amount
claimed due and owing by LANDLORD. Failure to provide such notice in said timely
fashion and pay in the full the amounts claimed due and owing by LANDLORD will
constitute a waiver by TENANT of the right to dispute the validity of the Actual
Statement amounts so set forth. After TENANT has timely given the written notice
and paid the amount claimed by LANDLORD in full, TENANT shall have the right no
later than sixty (60) days after such notice and payment, to cause LANDLORD's
books and records with respect to the preceding calendar year to be audited by a
certified public accountant mutually acceptable to LANDLORD and TENANT. The
amounts payable under this Paragraph 7 by LANDLORD to TENANT or by TENANT to
LANDLORD, as the case may be, shall be appropriately adjusted on the basis of
such audit. If such audit discloses a liability for further refund by LANDLORD
to TENANT in excess of ten percent (10%) of the payments previously made by
TENANT for such calendar year, the cost of such audit shall be borne by
LANDLORD; otherwise, the cost of such audit shall be borne by TENANT.

            LANDLORD: /S/ RE                      TENANT: /S/ MY
                      ------                              ------

      8. DELAY IN OCCUPANCY. TENANT agrees that in the event of the inability of
LANDLORD to deliver to TENANT possession of the Premises at the commencement of
said term, LANDLORD shall not be liable for any damage caused thereby, nor shall
this Lease be void or voidable if possession is given to TENANT within 60 days
after the date set for commencement of this Lease, but in no event shall TENANT
be liable for rent until such time as LANDLORD offers to deliver possession of
the Premises to TENANT. However, the term hereof shall not be extended by such
delay.

      9. TERMINATION. Except if terminated as otherwise provided in this Lease,
this Lease shall terminate on the Expiration date set forth in paragraph 1.k
without the necessity of notice from either party to the other party.

      10. HOLDING OVER. If TENANT holds over after the termination of this Lease
without the express written consent of the LANDLORD, TENANT shall be a
tenant-at-sufferance, and TENANT shall pay to LANDLORD rent at the rate of 150%
of the amount of rental paid by TENANT for the last month of the lease term, in
addition to all other payments required to be made by TENANT for the time during
which TENANT retains possession of the Premises, but this shall not waive any of
the LANDLORD's other rights and remedies therefore. TENANT EXPRESSLY
ACKNOWLEDGES THAT THE ACCEPTANCE BY THE LANDLORD OF ANY LESSER AMOUNT FOR RENT
DURING SUCH PERIOD THE TENANT IS A TENANT-AT-SUFFERANCE, SHALL NOT AFFECT
LANDLORD'S RIGHT TO THE BALANCE OF THE RENT PROVIDED FOR IN THIS PARAGRAPH AND
SHALL NOT BE CONSTRUED AS CREATING AN ACCOUNT STATED BETWEEN LANDLORD AND TENANT
AS TO THE AMOUNT OF RENT DUE AND OWING DURING THE HOLDING OVER PERIOD. The
foregoing provisions of this Paragraph are in addition to and do not affect
LANDLORD's right of reentry or any rights of LANDLORD hereunder or as otherwise
provided by law. If TENANT fails to surrender the Premises upon the expiration
of this lease, TENANT shall indemnify and hold LANDLORD harmless from all loss,
cost or damage (including reasonable attorney fees and court costs), including
without limitation, any claim made by any succeeding Tenant founded on or
resulting from such failure to surrender.

                                                                               4

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      11. TAXES ON TENANT'S PROPERTY.

            a. PAYMENT OF PERSONAL PROPERTY TAXES. TENANT shall be liable for
and shall pay at least ten (10) days before delinquency taxes levied against any
personal property or trade fixtures placed by TENANT in or about the Premises.
If any such taxes on TENANT's personal or trade fixtures are levied against
LANDLORD or LANDLORD's property or if the assessed value of the Premises is
increased by the inclusion therein of a value placed upon such personal property
or trade fixtures of TENANT and if LANDLORD, after written notice to TENANT,
pays the taxes based upon such increased assessments, which LANDLORD shall have
the right to do regardless of the validity thereof, but only under proper
protest if requested by TENANT. TENANT shall upon demand repay to LANDLORD the
taxes levied against LANDLORD, or the proportion of such taxes resulting from
such increase in the assessment, provided however, that in such event, at
TENANT's sole cost and expense, TENANT shall have the right, in the name of
LANDLORD and with LANDLORD's full cooperation, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes so paid under
protest, any amount so recovered to belong to TENANT.

            b. TAXATION OF LEASEHOLD IMPROVEMENTS. If the Leasehold Improvements
in the Premises, whether installed and/or paid for by LANDLORD or TENANT and
whether or not affixed to the real property so as to become a part thereof, are
assessed for real property tax purposes at a valuation higher than the valuation
at which Leasehold Improvements conforming to LANDLORD's "Building Standard" in
other space in the Building are assessed, then the real property taxes and
assessment levied against LANDLORD or the property by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property
of TENANT and shall be governed by the provisions of Subparagraph 11.a above. If
the records of the County Assessor are available and sufficiently detailed as
same as a basis for determining whether said Leasehold Improvements are assessed
at a higher valuation than LANDLORD's "Building Standard" such records shall be
binding on both LANDLORD and TENANT. If the records of the County Assessors are
not available or sufficiently detailed to serve as a basis for making said
determination, the actual cost of construction shall be used.

      12. SECURITY DEPOSIT. Upon execution of this lease, TENANT shall deposit
with the LANDLORD the sum as set forth in Paragraph 1.n of this Lease Agreement,
which sum shall be held by LANDLORD for security for the faithful performance by
TENANT of all of the terms, covenants, and conditions of this Lease by TENANT to
be kept and performed during the term hereof or any extension hereof.

      If TENANT defaults with respect to any provision of this lease, including
but not limited to, the provisions relating the payment of rent, LANDLORD may
(but shall not be required to) use, apply or retain all or any part of this
security deposit for the payment of any rent or any other sum in default, or for
the payment of any amount which LANDLORD may spend or become obligated to spend
by reason of TENANT's default, or to compensate LANDLORD for any other loss or
damage which LANDLORD may suffer by reason of TENANT's default. If any portion
of said deposit is so used or applied, TENANT shall, within five days after
written demand therefor, deposit cash with LANDLORD in an amount sufficient to
restore the security deposit to its original amount, or in LANDLORD's
discretion, to an amount reflecting TENANT's payment history, type of business
and credit risk, but not to exceed three months rent at then current amount, and
TENANT's failure to do so shall be in default under this lease. LANDLORD shall
not be required to keep this security deposit separate from its general funds
and TENANT shall not be entitled to interest on such deposit.

      If TENANT shall fully and faithfully perform every provisions of this
Lease to be performed by it, 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 hereunder) within ninety days from expiration of the Lease
term, provided that the LANDLORD may retain the security deposit until such time
as any amount due from TENANT in accordance with different provisions of this
Lease has been determined and paid in full. TENANT shall not apply the security
deposit to the last month's rent. TENANT expressly agrees that if it should
attempt to apply the security deposit to the last month's rent, then the last
month's rent shall be increased to 150% of the amount otherwise scheduled as the
last month's rent. LANDLORD and TENANT hereby agree that the increase of rent
set forth above will be considered as liquidated damages for the failure to pay
the last month's rent and not a penalty. At the time of the making and entering
into of this Lease, LANDLORD and TENANT agree that it would be difficult,
costly, and inconvenient to determine the amount of damages that LANDLORD would
sustain as a result of the failure of TENANT to pay the last month's rent.
Therefore, LANDLORD and TENANT hereby agree that the increase in rent as set
forth in this paragraph is a fair and reasonable estimation of the damages that
LANDLORD would suffer. In the event of bankruptcy or other debtor-creditor
proceedings against TENANT, TENANT's security deposit shall be deemed to be
applied first to the payment of rent, and other sums due LANDLORD for all
periods prior to filing of such proceedings.

      13. USE OF PREMISES. In addition to the use provided for in paragraph 1.o,
TENANT shall use the Premises for general office purposes and shall not use or
permit the Premises to be used for any other purposes without consent of
LANDLORD.

      TENANT shall not do or permit anything to be done in or about the Premises
nor bring or keep anything therein which will in any way increase the existing
rate of or affect any fire or other insurance upon the Premises or any of its
contents or cause cancellation of any insurance policy covering the Premises or
any part thereof or any of its contents and TENANT shall comply with all rules
orders, regulations and requirements of any organization which sets out
standards, requirements, or recommendations commonly referred to by major fire
insurance underwriters including without limitation thereto, the installation of
fire extinguishers or an automatic dry chemical extinguishing system. TENANT
shall within five days upon demand, reimburse LANDLORD as additional rent for
any additional premiums charged for insurance policies by reason of TENANT's
failure to comply with the provisions of this paragraph.

      TENANT shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other TENANTS or
occupants of the Building or injure or annoy them or use or allow the Premises
to be used for any improper, immoral, unlawful or objectionable purpose nor
shall TENANT cause, maintain or permit any nuisance in, on or about the
Premises.

      TENANT shall not commit or suffer to be committed any waste in or upon the
Premises and shall keep the Premises in first class repair and appearance. The
Premises shall not be used for cooking, lodging, sleeping or for immoral
purposes and no objectionable noise, vibration or odor shall be permitted to
escape from the Premises.

      TENANT warrants that it is not a political organization, and agrees that
the Premises shall not be used for political offices or political meetings.
TENANT shall at its sole cost and expense promptly comply with all laws,
statutes, ordinances and governmental regulations or requirements now in force
or which may hereafter be in force relating to or affecting the condition, use
or occupancy of the Premises or the Building.

                                                                               5

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

      TENANT may not offer or solicit TENANT's services, such as but not limited
to telecommunications, data processing, or word processing, to any unaffiliated
tenant in the Building without LANDLORD's prior written consent which consent
may be withheld by LANDLORD at its sole and absolute discretion. TENANT shall
not install any radio or television antenna, loudspeaker or other device on the
roof or exterior walls of the Building. TENANT shall be responsible for any and
all acts in contravention to the provisions of this paragraph committed by
TENANT, its agents, servants, employees, customers, contractors, clients,
visitors, patients and invitees. TENANT shall not be allowed to use name of the
Building in which the Premises are located, or words to that effect, in
connection with any business carried on in the Premises (except as TENANT's
address) without consent of LANDLORD.

      14. CONDITION OF THE PREMISES. Subject to the completion of the work to be
done by LANDLORD under Exhibit "B",TENANT hereby accepts the Premises "AS IS",
with all faults, and without any representation or warranties by LANDLORD.
TENANT acknowledges that LANDLORD has not promised to make any changes or
improvements to the Premises, except for those improvements described in writing
and signed by LANDLORD.

      The entry of the TENANT into the possession of the Premises shall be a
conclusive acknowledgment on TENANT's part that the Premises are in good and
tenantable condition as far as visual inspection discloses. At the expiration,
or sooner termination of this lease, TENANT shall deliver the Premises to
LANDLORD in a state of repair in which the Premises existed at the commencement
of the term hereof, reasonable wear and tear excepted.

      TENANT warrants that it has inspected the Premises and the suitability of
the same for TENANT's purposes, and that neither LANDLORD, nor any agent or
employee of LANDLORD, has made any representation or warranty with respect to
the Premises, the size of the suite, or the Building with respect to the
suitability of the Building or the Premises for the conduct of the TENANT's
BUSINESS.

      15. ALTERATIONS AND REPAIRS DURING OCCUPANCY. The Premises shall not be
altered, repaired, or changed without the written consent of the LANDLORD first
had and obtained, which consent shall not be unreasonably withheld or delayed,
and all such alterations, improvements or changes shall be at the sole cost of
the TENANT. After LANDLORD's written consent has been obtained by the TENANT,
TENANT shall enter into an agreement for the performance of the work to be done
pursuant to this paragraph with LANDLORD's contractor. In any event, TENANT
agrees to pay to LANDLORD, as additional rent, the cost of such construction,
immediately upon receipt from LANDLORD of invoice from time to time during the
course of such construction. All costs and expenses incurred in changes shall be
paid by TENANT within seven (7) days after each billing by LANDLORD or any such
contractor(s). If LANDLORD approves the construction of the specific interior
improvements in the Premises by other contractors chosen by TENANT from a list
prepared by LANDLORD at TENANT's request, then TENANT's contractors shall obtain
on behalf of TENANT and at TENANT's sole cost and expense all necessary
governmental permits and certificates for the commencement and prosecution of
TENANT's changes and for final approval thereof upon completion and a completion
and lien indemnity bond, or other surety, satisfactory to LANDLORD, for the
changes. In the event TENANT shall request any changes in the work to be
performed after the submission of plans referred to in this paragraph such
additional changes shall be subject to the same approvals and notices as the
changes initially submitted by the TENANT. TENANT shall pay to LANDLORD for
LANDLORD's services in the event LANDLORD performs as a general contractor in
connection with the work performed pursuant to this paragraph, a fee equal to
fifteen percent (15%) of the total cost the changes and LANDLORD's reasonable
overhead related thereto. Such fee shall be five percent (5%) in order to cover
LANDLORD's reasonable overhead if LANDLORD or its agent does not perform as such
general contractor. All such alterations, repairs, additions or improvements,
except trade fixtures, counters, appliances, shelving and movable partitions
placed therein by the LANDLORD for the requirement of TENANT's business, shall,
unless otherwise provided by written agreement, become the property of the
LANDLORD and shall remain upon and be surrendered with the Premises upon the
expiration of this lease or any sooner termination thereof.

      16. DUTY OF TENANT WITH REGARD TO PREMISES. Except for reasonable wear and
tear, TENANT shall take good care of the Premises and fixtures therein and shall
make, as and when needed, as a result of misuse or neglect by TENANT, all
repairs in and about the Premises necessary to preserve them in good order and
condition, which repairs shall be in quality and class equal to the original
work. However, LANDLORD may repair, at the expense of TENANT, all damage or
injury to the Premises, or to the Building or to its fixtures, appurtenances or
equipment, done by TENANT or by TENANT's agents, servants, employees,
contractors, visitors or licensees or caused by moving property of TENANT in or
out of the Building, or by installation or removal of furniture or other
property, or resulting from fire, heating, ventilating or air conditioning unit
or system, short circuits, overflow or leakage of water, steam, gas, sewer gas,
sewage or odors, or by frost or by bursting or leaking pipes or plumbing works
or gas, or from any other cause, due to the carelessness, negligence or improper
conduct of TENANT, or TENANT's agents, servants, employees, contractors,
visitors or licensees. LANDLORD shall have the right to replace, at the expense
of TENANT, any and all plate and other glass damages or broken from any cause
whatsoever in or about the Premises unless caused by or due to the negligence of
LANDLORD, LANDLORD's agents, servants or employees. Except as otherwise
specifically provided in paragraph 26.c hereof, there shall be no allowance to
TENANT for diminution of rental value, and no liability of the part of LANDLORD
by reason of inconvenience, annoyance, or injury to TENANT's business arising
from the making of any repairs, alterations, decorations, additions or
improvements in or to any portion of the Building or Premises, or in or to
fixtures, appurtenances or equipment, and no liability upon LANDLORD for failure
to make any repairs, alterations, decorations, additions or improvements in or
to any portion of the Building or Premises, or in or to the fixtures,
appurtenances or equipment or by reason of the act or neglect of TENANT or any
other TENANT or occupant of the Building.

      17. WAIVER OF RIGHT TO MAKE REPAIRS AT EXPENSE OF LANDLORD. TENANT hereby
waives all rights under the provisions of Sections 1932, 1933, 1941, and 1942 of
the Civil Code of the State of California, and all rights under any law in
existence during the term of this Lease authorizing a TENANT to make repairs at
the expense of a LANDLORD or to terminate a Lease upon the complete or partial
destruction of the leased Premises.

      18. LIENS. TENANT shall hold the LANDLORD, the Premises, and the Building
harmless and free from any liens or any claims therefor, and all other
liabilities, claims and demands arising out of any work performed, materials
furnished or obligations incurred by TENANT, and from all actions, suits, and
costs of suits by any person to enforce any such lien or claim of lien,
liability, claims or demands, together with the costs of suits and attorney's
fees incurred by LANDLORD in connection therewith. If any such liens are filed,
LANDLORD may, but in no way is obligated to, without waiving its rights and
remedies based on such breach of TENANT and without releasing TENANT from any of
its obligations, cause such liens to be released by any means it shall deem
proper, including payment in satisfaction of the claim giving rise to such lien.
TENANT shall pay to LANDLORD at once, upon notice by LANDLORD, any sum paid by
LANDLORD to remove such liens, together with interest at the maximum rate per
annum permitted by law from the date of such payment by LANDLORD. Any amount
payable by TENANT pursuant to this paragraph, shall be deemed additional rent,
and LANDLORD shall be entitled to exercise the same rights and remedies upon
default in these payments as for a default in payment of basic rent.

                                                                               6

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      19. AUTOMOBILE PARKING. LANDLORD hereby grants to the TENANT, in common
with other TENANTS in said Building, of which the Premises are a part thereof,
the right to use during normal business hours, certain designated space for
automobile parking purposes. The designated space for automobile parking
purposes to be selected at the discretion of the LANDLORD. TENANT and its
designated employees will be limited to the number of cars designated in
paragraph 1.p at the prevailing rates in the Building, payable in advance on the
1st of each month, said rates being subject to change by LANDLORD applicable to
all TENANTS during the term upon thirty (30) days written notice. LANDLORD's
right to change said rates being limited to once in any one calendar year,
except that LANDLORD shall have the right to change said rates at any time to
include in said rates the payment of any and all amounts levied, assessed,
imposed or required to be paid by any governmental authority upon the parking of
motor vehicles, including without limiting the generality of the foregoing, all
sums required to be paid pursuant to transportation controls imposed by the
Environmental Protection Agency under the Clean Air Act of 1970, or otherwise
required to be paid pursuant to any other law, ordinance, rule or regulation
imposed by the State of California or any City, County or any authority thereof,
or by any authority of the United States of America with respect to the parking,
use, or transportation of motor vehicles, or the reduction or control of motor
vehicle traffic, and/or motor vehicle pollution. TENANT's failure to pay the
parking fee by the 5th of each and every calendar month will automatically and
permanently cancel parking privileges. TENANT shall not use more parking spaces
than said number. In the event LANDLORD has not assigned specific parking spaces
to TENANT, TENANT shall not use any spaces which have been so specifically
assigned by LANDLORD to other TENANTS or for such other uses as visitor parking
or which have been designated by governmental entities with competent
jurisdiction as being restricted to certain uses.

      TENANT shall not permit or allow any vehicles that belong to or are
controlled by TENANT or TENANT's employees, suppliers, shipper, 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 in
this Paragraph, then LANDLORD shall have the right without notice, in addition
to such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to TENANT, which cost shall be immediately
payable upon demand by LANDLORD. TENANT and Authorized Users shall comply with
all rules and regulations for Parking Structure. LANDLORD reserves the right to
modify, add to, or delete from time to time such Parking Rules and Regulations
as it deems reasonably necessary for the operations of said parking. LANDLORD
may refuse to permit any person who violates with unreasonable frequency the
Parking Rules and Regulations to park in the Building parking facility, and any
violation of the rules shall subject the car to removal. TENANT agrees to use
its best efforts to acquaint all Authorized Users and visitors with the Parking
Rules and Regulations. TENANT agrees that it will use its best efforts to
cooperate in programs which may be undertaken by LANDLORD independently, or in
cooperation with local municipalities or governmental agencies or other property
owners in the vicinity of the Building, to reduce peak levels of consumer
traffic. Such programs may include, but shall not be limited to, carpools,
vanpools and other ride sharing programs, public and private transit, and
flexible work hours.

      TENANT shall submit a written notice in a form reasonably specified by
LANDLORD, containing the names, home and office addresses and telephone numbers
of those persons who are authorized by TENANT to use the parking spaces on a
monthly basis (the "Authorized Users") and shall use its best efforts to
identify each automobile by make, model and license number. Such notice shall be
served upon LANDLORD prior to the beginning of the term of this Lease. Such
notice, as amended from time to time, is hereafter referred to as the "Parking
Notice." No person whose name and address is not contained in the Parking Notice
shall have any right to park an automobile in the area of the Building parking
facilities designated for monthly parking and no person whether or not his name
is included in the Parking Notice shall have any right to park an automobile not
identified in the Parking Notice without (in either case) paying the parking
charge then applicable for daily parking in the Building parking facilities and
parking in the area designated for daily parking.

      The automobiles entitled to such parking shall be designated to LANDLORD
by TENANT and shall be identified by LANDLORD's automobile window stickers and
only such designated cars will be permitted the use of such automobile parking
space. Additional automobile parking space, subject to availability, shall be
extended to TENANT's invitees at a reasonable parking rates to be established by
LANDLORD. LANDLORD reserves the sole right and option as to whether or not an
attendant will be furnished for such automobile parking area or areas. If no
attendant is furnished, LANDLORD will provide suitable designation of the
parking space granted to TENANT.

      These parking spaces will be solely for the accommodation of the TENANT
and TENANT expressly agrees that LANDLORD assumes no responsibility of any kind
whatsoever in reference to such automobile parking areas or the use thereof by
the TENANT, its designated employees or invitees. TENANT shall repair or cause
to be repaired at its sole cost and expense any and all damages to the Building
parking facility or any part thereof caused by TENANT or its Authorized Users or
resulting from vehicles of Authorized Users.

      20. UTILITIES.

            a. LANDLORD agrees to furnish to the Premises, at its expense, so
long as TENANT is not in default hereunder, during the usual business hours on
business days, air conditioning and heat, elevator service, electric current for
normal lighting and fractional horsepower for office machines and, on the same
floor as the Premises, water for lavatory, all in such reasonable quantities as
in the judgment or LANDLORD is reasonably necessary for the comfortable
occupancy of the Premises. Janitorial and maintenance service will be furnished
5 days per week. LANDLORD shall not be liable for, and there shall be no rent
abatement as a result of any stoppage, reduction or interruption of any such
services caused by governmental rules, regulations or ordinances, riot, strike,
labor disputes, breakdowns, accidents, necessary repairs or any other causes.
Except as specifically provided in this paragraph, TENANT agrees to pay for all
utilities and other services utilized by TENANT for all overtime or additional
building services furnished to TENANT not uniformly furnished to all TENANTS of
the Building at LANDLORD's expense. LANDLORD's obligation to render to the
Premises the services set forth in this paragraph is conditional upon the
payment by TENANT of all sums due under this Lease, including but not limited to
sum which are in dispute.

            b. TENANT shall not permit the consumption at any one time in the
Premises of more than 4 watts per net usable square foot in the Premises for all
purposes including lighting and power outlets. If such limits are exceeded,
LANDLORD shall have the right to remove any lighting fixture or any fluorescent
tube or bulb therein as it deems necessary and/or to charge TENANT for the cost
of the additional electricity consumed. TENANT will not without consent of
LANDLORD (which consent shall not be unreasonably withheld) use any apparatus or
devise in the Premises, including without limitation electronic data processing
machines, punch card machines and machines using current in excess of 110 volts,
which will in any way increase the amount of electricity or water usually
furnished or supplied for use of the Premises as general office space; nor
connect any apparatus, machine or device with water pipes or electric current
(except through existing electrical outlets in the Premises), for the purposes
of using electric current or water.

                                                                               7

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

              c. If TENANT shall require electric current in excess of that
which LANDLORD is obligated to furnish under paragraphs 20.a, 20.b herein,
TENANT shall first obtain the consent of LANDLORD, which LANDLORD may refuse, to
the use thereof and LANDLORD may cause an electric current meter to be installed
in the Premises to measure the amount of electric current consumed for any such
other use. The cost of any meter and/or installation, maintenance and repair
thereof shall be paid for by TENANT and TENANT agrees to pay to LANDLORD
promptly upon demand therefor by LANDLORD for all such electric current consumed
by any such use as shown by said meter, at the rates charged for such services
by the public utility providing the service.

            d. If any lights, machines or equipment (including but not limited
to computers) are used by TENANT in the Premises which materially affect the
temperature otherwise maintained by the air conditioning system, or generate
substantially more heat in the Premises than would be generated by the Building
Standard lights and usual fractional horsepower office equipment, LANDLORD shall
have the right to install any machinery and equipment which LANDLORD reasonably
deems necessary to restore temperature balance, including but not limited to
modifications to the standard air conditioning equipment, and cost thereof,
including the cost of installation and any additional cost of operation and
maintenance occasioned thereby, shall be paid by TENANT to LANDLORD upon demand
by LANDLORD. LANDLORD shall not be liable under any circumstance for loss of or
injury to property, however occurring, through or in connection with or
incidental to failure of any of the foregoing.

            e. If TENANT requires heating, ventilation and/or air conditioning
during times other than provided in paragraphs 20.a above, TENANT shall give
LANDLORD such advance notice as LANDLORD shall reasonably require and shall pay
for the use of such equipment, at reasonable fee or charge as LANDLORD shall
require.

      21. ASSIGNMENT.

            a. TENANT shall not, either voluntarily or by operation of law,
sell, hypothecate, assign, transfer, or otherwise encumber its interest in this
Lease or in the Premises, or sublease all or any part of the Premises, or allow
any other person or entity (except TENANT's authorized representatives) to
occupy or use all or any part of the Premises, without first obtaining
LANDLORD's written consent, which consent shall not be unreasonably withheld or
delayed. Any sale, assignment, mortgage, transfer or subletting of this Lease
which is not in compliance with the provisions of this paragraph shall be
voidable and, at LANDLORD's election, shall constitute a default. No consent to
any assignment, encumbrance, or sublease shall constitute a further waiver of
the provisions of this paragraph. Notwithstanding the consent of the LANDLORD to
a subletting or assignment of the Premises, in the event that the assignment or
sublease by the TENANT should be for a rental rate which is greater than that
paid to the LANDLORD by TENANT, such excess shall be shared 50/50 by LANDLORD
and TENANT.

      If TENANT is a partnership, a withdrawal or change, voluntary or
involuntary, or by operation of law, of partners owning 25% or more of the
partnership, or the dissolution of the partnership, shall be deemed a voluntary
assignment. If TENANT consists of more than one person, a purported assignment,
voluntary, involuntary, or by operation of law, from one person to the other
shall be deemed a voluntary assignment.

      If TENANT is a corporation, any dissolution, merger, consolidation or
other reorganization of TENANT, or the sale or other transfer of a controlling
percentage of the capital stock of TENANT or the sale of 51% of the value of the
assets of TENANT, shall be deemed a voluntary assignment. The phrase
"controlling percentage" means the ownership of, and the right to vote, stock
possessing at least 51% of the total combined voting power of all classes of
TENANT's capital stock issued, outstanding and entitled to vote for the election
of directors. This paragraph shall not apply to corporations, the stock of which
is traded through an exchange or over the counter.

            b. Where LANDLORD's consent to a proposed subletting of greater
than 50% of the total square footage of the Premises or where assignment of the
Lease is sought hereunder, LANDLORD, at its option, may grant such consent, in
which case TENANT's financial obligations under this Lease shall not be
affected, refuse to grant same or, in the alternative, may cancel this Lease
upon providing TENANT thirty days' written notice of LANDLORD's cancellation. In
the event of cancellation, this Lease shall be deemed to terminate thirty days
from the date the Notice of Cancellation is delivered to TENANT in accordance
with the provisions for notice in this Lease.

      Without limiting LANDLORD's grounds for disapproval, LANDLORD's
disapproval shall be deemed reasonable if it is based on LANDLORD's analysis of
the following:

                  i.    A conflict with other uses in the Building;

                  ii.   Incompatibility of the proposed use with others within
                        the Building;

                  iii.  Financial inadequacy of the proposed sublessee or
                        assignee;

                  iv.   A proposed use or user which would cause a diminution in
                        the reputation of the Building or the other businesses
                        located therein;

                  v.    A proposed user whose impact on the common facilities or
                        the other TENANTS in the Building would be
                        disadvantageous;

                  vi.   A proposed assignee or sublessee who is an existing
                        tenant of LANDLORD in the Building or any other Building
                        owned or managed by LANDLORD in the Los Angeles
                        Metropolitan Area, or has negotiated with LANDLORD
                        concerning the leasing of premises from LANDLORD within
                        the prior one hundred twenty (120) days.

            C. Notwithstanding the foregoing, the following conditions shall
apply to any proposed assignment or sublease hereunder (including but not
limited to this paragraph or any other provision of this Lease affecting
assignment.

                  i. Each and every covenant, condition, or obligation imposed
upon TENANT by this Lease and each and every right, remedy, or benefit afforded
LANDLORD by this Lease shall not be impaired or diminished as a result of such
assignment or sublease;

                  ii. TENANT shall assign to LANDLORD any and all consideration
paid directly or indirectly for the assignment by TENANT to the assignee of
TENANT's leasehold interest or any and all sub-rentals payable by subtenants
which are in excess of the Minimum Rental provided herein (computed on a square
footage basis);

                  iii. TENANT shall reimburse LANDLORD as additional rent for
LANDLORD's reasonable costs and attorney's fees incurred in conjunction with the
processing and documentation of any such requested assignment, subletting,
transfer, change of ownership, or hypothecation of this Lease or LANDLORD's
interest in and to the Premises; not to exceed $1,000.00, which includes the
payment by TENANT of $500.00 as hereinafter set forth; As a condition precedent
to LANDLORD'S duty to consider a request for consent to a proposed assignment or
subletting by a TENANT, shall be the payment of $500.00 for the reasonable costs
and attorney fees to be incurred by LANDLORD in considering such request for
consent to assignment or subletting, which amount shall be non refundable and
paid by TENANT at the time of the request.

                                                                               8

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

                  iv. V. No subletting or assignment, even with the consent of
LANDLORD, shall relieve TENANT of its obligation to pay the rent and to perform
all other obligations to be performed by TENANT hereunder. The acceptance of
rent by LANDLORD from any person shall not be deemed to be a waiver by LANDLORD
of any provision of this Lease or to be consent to any assignment or subletting;

                  vi. Notwithstanding anything to the contrary contained herein,
at LANDLORD's election, the following provisions shall be in effect:

                        a. In the event that at any time or from time to time
during the term of this Lease, TENANT desires to assign or sublet all or part of
the Premises, TENANT shall notify LANDLORD in writing (hereinafter referred to
as "Transfer Notice") of the terms of the proposed assignment or sublet and
shall give the LANDLORD the right to accept an assignment or to sublet from
TENANT such space (hereinafter referred to as "Transfer Space") on the same
terms as those contained in this Lease, including the rent which TENANT is then
paying for such space. Such option shall be exercisable by LANDLORD in writing
for a period of thirty (30) days after receipt of the Transfer Notice.

                        b. If LANDLORD fails to exercise such option, and
TENANT fails to complete negotiations for a valid and bona fide assignment to or
sublease with a third party within sixty (60) days thereafter in accordance with
the terms of the Transfer Notice, TENANT shall again comply with all the
conditions of this paragraph, as if the notice and option hereinabove referred
to had not been given and received.

                        c. In the event LANDLORD does not exercise its option
and TENANT completes negotiations for an assignment or sublease with a third
party within the sixty (60) day period, TENANT shall deliver an executed copy of
such assignment or sublease to LANDLORD to obtain its consent as required by the
provisions of this paragraph. If the LANDLORD consents to a sublease, then such
sublease shall be subject and made upon the following terms:

                              (1) Any such sublease shall be subject to the
terms of this Lease and the term thereof may not extend beyond the expiration of
the terms of this Lease;

                              (2) The use to be made of the Transferred Space
shall be in keeping with the character of the Building;

                              (3) Such assignment or sublease shall not violate
any negative covenant as to use contained in any deed of trust affecting
Building and shall not violate any exclusives granted by LANDLORD to any other
TENANTS in the Building;

                              (4) No Sublessee shall have a right to further
sublet;

                              (5) No permitted assignment or sublease shall be
valid and no assignee or sublessee shall take possession of the Premises
assigned or sublet unless, within ten (10) days after the execution thereof,
TENANT shall deliver to LANDLORD a duly executed duplicate original of such
assignment of sublease in form satisfactory to LANDLORD which provides that (i)
the assignee (sublessee) assumes TENANT's obligations for the payment of rent
and for the full and faithful observance and performance of the covenants, terms
and conditions contained herein, and (ii) that said assignee or sublessee will,
at LANDLORD's election, attorn directly to LANDLORD in the event TENANT's Lease
is terminated for any reason.

                        d. TENANT shall have the right without the consent of
LANDLORD, but upon prior written notice to LANDLORD, to assign this Lease to a
company incorporated or to be incorporated by TENANT provided that TENANT owns
or beneficially controls 50% or more of the issued and outstanding shares in the
capital stock of the corporation. Such assignment shall not, however, relieve
TENANT from its obligations for the payment of rent and for the full and
faithful observance of the covenants, terms and conditions contained herein.

      22. BANKRUPTCY. It is further agreed that if at any time during the term
of this Lease, through any judicial action or proceeding in any Court against
TENANT or any of the TENANT's heirs or assigns, a receiver or other officer or
agent be appointed to take charge of the Premises or the business conducted
therein, and shall be in possession thereof, or if this Lease or the interest or
estate created thereby vests in any other person or persons by operations of law
or otherwise, except by consent, as aforesaid, of LANDLORD, or in the event of
any action taken by or against TENANT under Federal Bankruptcy Laws or other
applicable statutes of the United States, or any State, or if TENANT shall make
an assignment for the benefit of creditors, or if an attachment or execution is
levied upon the TENANT's property or interest under this Lease which is not
satisfied or released within thirty (30) days thereafter, the occurrence of any
such event shall be deemed to be a breach of this Lease by TENANT, and LANDLORD
shall have all the rights herein provided in the event of any such breach,
including the right at LANDLORD's option to terminate this Lease immediately and
enter the Premises and remove all persons and remove all persons and property
therefrom.

      23. RIGHTS OF LANDLORD. The LANDLORD reserves the following rights: (a) to
change the name of the Building without notice or liability to TENANT; (b) to
designate all sources furnishing sign painting or lettering, ice, bottled water
and toilet supplies used on the Premises; (c) constantly to have pass keys to
the Premises; (d) to grant to anyone the exclusive right to conduct any
particular business or undertaking in the Building in which Premises are
situated; (e) to enter the Premises at any time for inspections, repairs,
alterations or additions to the Premises or the Building in which the Premises
are situated, to exhibit the Premises to others, to affix and display "For Rent"
signs, and for any purpose whatsoever related to the safety, protection,
preservation or improvement of the Premises, the said Building, or the
LANDLORD's interest, without being deemed guilty of an eviction or disturbance
of TENANT's use and possession, and without being liable in any manner to the
TENANT on account thereof; (f) at any time, and from time to time, whether at
the instance of LANDLORD or pursuant to government requirements, at LANDLORD's
expense, to make repairs, alterations, additions, improvements or decorating,
whether structural or otherwise, in or to the Building or any part thereof,
including the Premises. Without limiting the generality of the foregoing rights
LANDLORD shall specifically have the right to remove, alter, improve or rebuild
the lobby of the Building as the same is presently or shall hereafter be
constructed, or the light court of said Building as the same is presently or
shall hereafter be constituted, or any part or parts thereof. LANDLORD shall not
be liable to TENANT for any expense, injury, loss, or damage resulting from any
work so done in or about the Premises or the Building or any adjacent or nearby
the Building, land, street or alley. All claims against LANDLORD for any and all
such liability being hereby expressly released by TENANT. In connection with
making repairs, alterations, decorating, additions or improvements under the
terms of this paragraph, the LANDLORD shall have the right to access through the
Premises as well as the right to take into and upon and through the Premises of
any other part of the Building, all material that may be required to make such
repairs, alterations, decorating, additions or improvements, as well as the
right in the course of such work to close entrances, doors, corridors,
elevators, or other Building facilities, without being deemed or held guilty of
an eviction of TENANT and without liability for damages to TENANT's property,
business or person and without liability to TENANT by reason of interference
with the business of TENANT or inconvenience or annoyance to the TENANT or the
customers of the TENANT. The rent reserved herein shall in no ways abate while
said repairs, alterations, decorating, additions or improvements are being made
and TENANT shall not be entitled to maintain any set-off or counter-claim for
damages of any kind against LANDLORD by reason thereof, all such claims being
hereby expressly released by the TENANT. LANDLORD reserves and shall have the
right to enter upon the Premises for the purpose of posting and maintaining such
notices on the Premises as may be necessary to protect LANDLORD against
mechanic's, material-men's or other liens and any other notices that may be
proper and necessary.

       24. INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY.

                                                                               9

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

            a. TENANT shall indemnify, defend and hold LANDLORD harmless from
any activity, work or thing which may be permitted or suffered by TENANT in or
about the Premises and shall further indemnify, defend and hold harmless from
and against any and all claims arising from any breach or default in the
performance of any obligation on TENANT's part to be performed under this Lease
or arising from any negligence of TENANT or any of its agents, contractors,
employees or invitees, patrons, customers or members and from any and all costs,
attorney's fees, expenses and liabilities incurred in the defense of any claim
or any action or proceeding brought thereon, including negotiations in
connection therewith. TENANT hereby assumes all risk of damage to property or
injury to persons in or about the Premises from any cause, and TENANT hereby
waives all claims in respect thereof against LANDLORD, excepting where the
damage is caused solely by a willful or gross negligence of LANDLORD.

            b. LANDLORD shall not be liable for injury to TENANT's business, or
loss of income therefrom, or for damage that may be sustained by the person, or
property of TENANT, its employees, invitees, customers, agents, or contractors,
or any other person in, on or about the Premises directly or indirectly caused
by or resulting from fire, steam, electricity, gas, water, or rain which may
leak or flow from or into any part of the Premises, or from the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning, light fixtures, or mechanical or
electrical systems, or from any other cause whatsoever, whether such damage or
injury results from conditions arising upon the Premises or upon other portions
of the Building or from other sources or places; and regardless of whether the
cause of such damage or injury or the means of repairing the same is
inaccessible to TENANT, except in connection with damage or injury resulting
from the gross negligence or willful misconduct of LANDLORD, or its authorized
agents. LANDLORD shall not be liable to TENANT for any damages arising from any
act or neglect of any other TENANT of the Building. LANDLORD shall not be liable
for any damage to property entrusted to employees of the Building. LANDLORD
shall not be liable for losses due to theft, vandalism, or like causes. TENANT
shall defend, indemnify, and hold LANDLORD harmless from any such claims made by
any employee, licensee, invitee, contractor, agent or person whose presence in,
on or about the Premises or the Building is attendant to the business of TENANT.

            c. TENANT acknowledges that LANDLORD's election to provide
mechanical surveillance or to post security guards in the Building is solely at
LANDLORD's discretion; LANDLORD shall have no liability in connection with the
decision whether or not to provide such services and TENANT hereby waives all
claims based thereon.

      25. INSURANCE.

            a. TENANT'S INSURANCE. TENANT shall pay at all times during the term
of this Lease, and at its own cost and expense, procure and continue in force
the following insurance coverage: (i) Comprehensive General Liability Insurance
with a combined single limit for bodily injury and property damages of not less
than $1,000,000.00 including the Broad Form comprehensive General Liability
endorsement, covering the insuring provisions of this Lease and the performance
by TENANT of the indemnity agreements of TENANT as set forth in paragraph 24 of
this Lease, and other indemnity agreement of TENANT contained in this Lease;
(ii) a policy of standard fire, extended coverage and special extended coverage
insurance (all risks), including a vandalism and malicious mischief endorsement,
sprinkler leakage coverage, where sprinklers are provided and earthquake, in an
amount equal to the full replacement value new without deduction for
depreciation of all fixtures, furniture, and leasehold improvements installed by
or at the expense of TENANT; (iii) insurance on all plate or tempered glass in
or enclosing the Premises; for the replacement cost of such glass. Additionally,
TENANT shall maintain Worker's Compensation insurance as required by law and
shall provide LANDLORD with evidence of coverage.

            b. FORM OF POLICIES. The aforementioned minimum limits of policies
shall in no event limit the liability of TENANT hereunder. Such Insurance shall
name LANDLORD and such other persons or firms with insurable interests, as
LANDLORD specifies from time to time, as additional insured and shall be with
companies having a rating of not less than the A+ in Best's Insurance Guide. No
such policy shall be cancelable or subject to reduction of coverage or other
modification or cancellation except after 30 days prior written notice to
LANDLORD by the insurer. All such policies shall be endorsed to agree that
TENANT's policy is primary and that any insurance covered by LANDLORD is excess
and not contributing with any insurance requirement hereunder. TENANT shall
furnish to LANDLORD, from the insurance companies, or cause the insurance
companies to furnish, certificates of coverage. TENANT shall, at least 20 days
prior to the expiration of such policies furnish LANDLORD with renewals or
binders. TENANT agrees that if TENANT does not take out and maintain such
insurance or furnish LANDLORD with renewals or binders, LANDLORD may (but shall
not be required to) procure said insurance on TENANT's behalf and charge TENANT
the cost thereof, which amount shall be payable by TENANT upon demand with
interest from the date such sums are extended. TENANT shall have the right to
provide such insurance coverage, pursuant to blanket policies obtained by
TENANT, provided such blanket policies expressly afford coverage to the Premises
and to TENANT as required by this Lease.

            c. LANDLORD'S INSURANCE. The cost of Insurance carried by LANDLORD
shall be included in Operating Costs. TENANT understands that LANDLORD will not
carry insurance of any kind on TENANT's furniture, furnishings, fixtures, or
equipment, and that LANDLORD shall not be obligated to repair any damage thereto
or replace the same.

            d. WAIVER OF SUBROGATION. The parties release each other and their
respective authorized representatives from any claims for damage to any person
or the Premises, and to the fixtures, personal property, improvements, and
alterations of either LANDLORD or TENANT, in or on the Premises and the
Building, to the extent that they are covered by any insurance polices in force
at the time of any such damage. Each party shall cause each insurance policy
obtained by it to provide that the insurance company waives its rights of
subrogation.

      26. DAMAGE OR DESTRUCTION (PARTIAL OR TOTAL).

            a. In the event the Building, the Premises or any insured
alterations, are damaged by fire or other perils covered by LANDLORD's extended
coverage insurance to an extent not exceeding twenty-five percent (25%) of the
full insurable value thereof, and if the damage thereto is such that the
Building, and any insured alterations may be repaired, reconstructed or restored
within a period of ninety (90) days from the date of the happening of such
casualty and LANDLORD will receive insurance proceeds sufficient to cover the
cost of such repairs, LANDLORD shall commence and proceed diligently with the
work or repair, reconstruction and restoration and the Lease shall continue in
full force and effect. If such work or repair, reconstruction and restoration is
such as to require a period longer than ninety (90) days to complete or exceeds
twenty-five percent (25%) of the full insurable value of the Building and any
insured alterations, or if said insurance proceeds will not be sufficient to
cover the cost of such repairs, reconstruction, or restoration, LANDLORD either
(1) may elect to so repair, reconstruct or restore the Building, the Premises
and any insured alterations and the Lease shall continue in full force and
effect or (2) not to repair, reconstruct or restore the Building, the Premises
and any insured alterations and the Lease shall in such event terminate. Under
any of the conditions of this Subparagraph a, LANDLORD shall give written notice
to TENANT

                                                                              10

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

of its intention within thirty (30) days from the date of such event of damage
or destruction. In the event LANDLORD elects not to restore said Building and
any insured alterations, this Lease shall be deemed to have terminated as of the
date of such partial destruction.

            b. Upon any termination of this Lease under any of the provisions of
this paragraph, the parties shall be released thereby without further obligation
to the other from the date the possession of the Premises is surrendered to
LANDLORD except for items which have theretofore accrued and are then unpaid.

            c. In the event of repair, reconstruction and restoration by
LANDLORD as herein provided in this paragraph, the rent provided to be paid
under this Lease shall be abated proportionately with the degree to which
TENANT's use of the Premises is impaired during the period of such repair,
reconstruction or restoration. TENANT shall not be entitled to any compensation
or damages for loss in the use of the whole or any part of the Premises and/or
any inconvenience or annoyance occasioned by such damage, repair, reconstruction
or restoration.

            d. TENANT shall be released from any of its obligations under this
Lease except to the extent and upon the conditions expressly stated in this
paragraph. Notwithstanding anything to the contrary contained in this paragraph
should LANDLORD be delayed or prevented from repairing or restoring the damaged
Premises within six (6) months after the occurrence of such damage or
destruction, by reason of acts of God, war, governmental restrictions, inability
to procure the necessary labor or materials, or other cause beyond the control
of LANDLORD, LANDLORD shall be relieved of its obligation to make such repairs
or restoration and TENANT shall be released from its obligations under this
Lease as of the end of said six (6) month period.

            e. In the event that damages is due to any cause other than fire or
other peril covered by extended coverage insurance, LANDLORD may elect to
terminate this Lease.

            f. It is hereby understood that if LANDLORD is obligated to or
elects to repair or restore as herein provided, LANDLORD shall be obligated to
make repairs or restoration only of those portions of the Building and the
Premises which were originally provided at LANDLORD's expense or which were
insured by either party and the proceeds of such insurance have been received by
LANDLORD, and the repair and restoration of items not provided at LANDLORD's
expense shall be the obligation of TENANT.

            g. Notwithstanding anything to the contrary contained in this
paragraph, LANDLORD shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises when the damage resulting from any casualty
covered under this paragraph occurs during the last twelve (12) months of the
term of this Lease or any extension hereof.

            H. If TENANT is unable to use or occupy the Premises for a period of
longer than ninety days (and this inability is not caused by an act or
negligence of TENANT), then TENANT may terminate this Lease.

      27. DAMAGE TO TENANT'S PROPERTY. Subject to the provisions of paragraph
24, LANDLORD or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for loss of or damage to any
property by theft or otherwise, nor for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances or plumbing works therein or from the roof, street or
sub-surface or from any other place or resulting from dampness or any other
patent or latent cause whatsoever. LANDLORD or its agents shall not be liable
for interference with the light or other incorporeal hereditaments. TENANT shall
give prompt notice to LANDLORD in case of fire or accidents in the Premises or
in the Building or of defects therein or in the fixtures or equipment located
therein.

      28. EMINENT DOMAIN.

            a. Should LANDLORD at any time during the continuance in force of
this Lease be deprived of the Building in which the Premises are situated, or
any part thereof, or any part of the land on which it is situated by
condemnation or eminent domain proceedings, this Lease shall terminate, at
LANDLORD's option, on the date when LANDLORD is actually deprived of possession
of said land or Building, or some part thereof, and thereupon the parties hereto
shall be released from all further obligations hereunder, and LANDLORD shall
thereupon repay to TENANT any rental theretofore paid by TENANT and unearned at
the date of such termination. TENANT shall not be entitled to any compensation,
allowance, claim or offset of any kind against the LANDLORD, as damages, or
otherwise, by reason of such condemnation or eminent domain proceedings or by
reason of being deprived of the Premises or the termination of this lease, and
said TENANT does hereby waive, renounce and quit-claim to LANDLORD any right in
and to any award, judgment, payment or compensation which shall or may be made
or given because of the taking of the Premises, or any portion thereof, by
virtue of any such condemnation or eminent domain proceedings, whether received
in any such action or in settlement or compromise thereof by said LANDLORD.

            b. In the event of taking of the Premises or any part thereof for
temporary use, this Lease shall be and remain unaffected thereby and rent shall
not abate, and TENANT shall be entitled to receive for itself such portions of
any award made for such use with respect to the period of the taking which is
within the term, provided that if such taking shall remain in force at the
expiration or earlier termination of this Lease, TENANT shall then pay to
LANDLORD a sum equal to the reasonable cost of performing TENANT's obligations
under Paragraph 36 with respect to surrender of the Premises and upon such
payment shall be excused from such obligations. For the purposes of this
subparagraph b, a temporary taking shall be defined as a taking for a period of
90 days or less.

      29. RIGHT OF REPOSSESSION. If, in compliance with any law or ordinance now
or hereafter enacted, or if required to comply with the directions or
requirements of any public officer, board or commission, it becomes necessary
for LANDLORD to acquire permanently all or any portion of the Premises, LANDLORD
or its assigns shall have the right to repossess the Premises, or any portion
thereof, at any time upon thirty days written notice to TENANT, and when said
space shall have been so permanently repossessed, the LANDLORD shall, in lieu of
any and all claims for damages, allow TENANT a credit on TENANT rent in the
proportion that space taken bears to the whole of the Premises; provided,
however, that if the space taken is of such an amount or size as to make the
remaining space undesirable to TENANT, then the LANDLORD, upon thirty (30) days
written notice from TENANT, will endeavor, if available, to furnish TENANT with
comparable space elsewhere in the Building, and to place TENANT in such new
space and this Lease and each and all of the terms, covenants and conditions
therefore, shall thereupon remain in full force and effect and be deemed
applicable to such new space; provided, however, that if the LANDLORD shall be
unable to provide TENANT with such other space, then this Lease shall thereupon
cease and terminate. No exercise by LANDLORD of any right herein reserved shall
entitle TENANT to damages for any injury or inconvenience occasioned thereby,
nor shall TENANT by reason thereof be entitled to any abatement in rent (except
as above set forth in case of taking of space permanently).

                                                                              11

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      30. DEFAULT- REMEDIES OF LANDLORD. In the event of default at any time by
TENANT in the payment of the rent herein provided for, or any part thereof, or
in the performance of any other terms, covenants or conditions to be kept or
performed by TENANT, or if TENANT shall abandon or vacate the Premises without
the written consent of LANDLORD, then after three days' written notice of any
default in payment of rent and after ten days' written notice of any default
other than payment of rent (if such default is not cured within such period),
the LANDLORD, at its option, shall have the right to deem this Lease to be in
default and LANDLORD shall have the right, at its option, to enter upon the
Premises or any part thereof, either with or without process of law, and to
expel, remove or put out TENANT or any other person or persons who may be
thereon, together with all personal property found therein; and in event of
TENANT's default, LANDLORD shall have the following cumulative remedies:

            a. The right to terminate TENANT's right to possession in any manner
permitted by law;

            b. Upon termination of such right to possession or upon abandonment
of the property by TENANT, the remedies prescribed by Civil Code Section
1951.2(a), Paragraphs (1), (2), (3), and (4). In connection with such Paragraph
(3), it is hereby provided that damages that LANDLORD may recover include the
worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of rental loss
for the same period that the TENANT proves could be reasonably avoided;

            c. If there be such abandonment but not such termination of such
right to possession, this Lease shall continue in effect (unless and until there
be such a termination) and LANDLORD may enforce all rights and remedies under
this lease, including, without limitation, the right to recover the rent as it
becomes due under this lease. In this connection, it is hereby expressly
provided that TENANT may sublet the property, assign TENANT's interest in this
lease, or both, with the consent of the LANDLORD, and such consent to be as
provided in Paragraph 21 hereof. Such abandonment as an event of default shall
be grounds for determination at LANDLORD's option of such right to possession at
any time unless and until (i) such default be cured by occupancy by an assignee
or sublessee so consented to by LANDLORD or reoccupancy by TENANT, and (ii) any
other events of default be cured;

            d. Such other remedies, legal and equitable, as the law may, from
time to time, provide or allow.

      As used above "abandonment" shall be deemed to occur only if:

                  (i) TENANT ceased to regularly occupy the property during
business hours and gives written notice to LANDLORD of abandonment; or

                  (ii) LANDLORD, after reasonable investigation in good faith,
determines that TENANT has ceased to regularly occupy the property during
business hours and gives written notice to TENANT that TENANT has abandoned the
property. Such notice shall in no event be considered as a notice of termination
unless it expressly so states. Such notice may be given even though TENANT has
permitted some of TENANT's personal property to remain in the Premises after
TENANT's personnel no longer occupy the Premises.

      The parties have, by such definition of "abandonment," tried to make more
certain the application of the remedies hereunder. If it should be held invalid
for them to have so contracted as to such definition, such invalidity shall not
affect the enforceability of the provision hereof which shall then be read as if
there were no such definition in this lease. A waiver by LANDLORD of any default
by TENANT in the performance of any of the covenants, terms or conditions hereof
shall not be considered or treated as a waiver of any subsequent or other
default as to the same or any other matter.

      Any and all of the following actions shall constitute a default of this
lease:

                  i. Use of the Premises for any purpose other than as
authorized in this lease, or

                  ii. Default in the payment of rent or any other sums owing
when due; or

                  iii. Abandonment or vacation of TENANT from the Premises; or

                  iv. Assignment of the Premises by TENANT, either voluntarily
or by operation of law, whether by judgment, execution, death or any other
means, without the consent of LANDLORD; or

                  v. A filing by TENANT or any other person of a voluntary or
involuntary petition in bankruptcy or an arrangement by or against TENANT; the
adjudication of TENANT as a bankrupt or insolvent; the appointment of a receiver
of the business or of the assets of TENANT, except a receiver appointed at the
instance or request of LANDLORD; the general or any other assignment by TENANT
for the benefits of its creditors; or

                  vi. A default in the performance of any of the terms,
covenants, and conditions herein contained; or

                  vii. The inability of TENANT to pay the rent herein or to
perform any of the terms, covenants, or conditions herein by him to be kept or
performed; or

                  viii. A default by TENANT in the payment of rent or the
performance of any other terms, covenants or conditions to be kept or performed
by TENANT under any other lease or tenancy wherein this LANDLORD is also
LANDLORD therein, whether or not said lease has terminated, expired, or been
replaced.

      31. SUBORDINATION. TENANT expressly agrees that at the sole option of the
LANDLORD this Lease may be subject and subordinate or paramount to all
mortgages, Deeds of Trust or any other encumbrances now placed or which may be
placed in the future upon the said real property, of which the Premises are a
part, by the owners thereof, and TENANT further agrees that whenever requested
to do so by LANDLORD, TENANT will execute, sign, acknowledge and deliver any
documents required to effectuate such subordination or superiority. Should
TENANT fail to execute, acknowledge and deliver such instruments within five (5)
days after written notice so to do, TENANT hereby appoints the LANDLORD and
LANDLORD's successors and assigns the TENANT's attorney in fact irrevocably, to
execute, acknowledge and deliver any such instrument or instruments for and on
behalf of TENANT. If LANDLORD seeks such a subordination, LANDLORD shall obtain,
for the benefit of TENANT a non-disturbance agreement for any lender with a
superior interest in the Building.

      32. ESTOPPEL CERTIFICATE. TENANT agrees during the term of this Lease and
any extension or renewal of the term hereof, within ten (10) days after request
therefor by LANDLORD, from time to time, to execute, acknowledge and deliver a
certificate or certificates in recordable form to LANDLORD or to any mortgagee,
trust deed beneficiary or proposed mortgagee, or purchaser, certifying that
TENANT has accepted its Premises, the commencement date of the Lease term, that
it is in occupancy under this Lease, that the Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified is in full force and effect), and
that there are no defenses or offsets thereto and no rental offsets or claims by
TENANT, the date to which the rental and other sums payable under this Lease
have been paid, the amount of security deposit held by LANDLORD, the fact that
there are no current defaults under this Lease by LANDLORD, except as specified
in TENANT's statement, and such other matters requested by LANDLORD.

      Should TENANT fail to deliver such statement within said ten (10) days,
LANDLORD, at its option, may do any one or all of the following:

                                                                              12

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

            i. During such time as TENANT fails to deliver to LANDLORD the above
described statement require TENANT to pay a monthly basic rent of 150% of the
amount paid by TENANT at the time the request for the statement is given to
TENANT. LANDLORD and TENANT hereby agree that the increase of rent set forth
above will be considered as liquidated damages for the failure to timely deliver
the statement and not a penalty. At the time of the making and entering into of
this Lease, LANDLORD and TENANT agree that it would be difficult, costly, and
inconvenient to determine the amount of damages that LANDLORD would sustain as a
result of the failure of TENANT to deliver the statement timely. Therefore,
LANDLORD and TENANT hereby agree that the increase in rent as set forth in this
paragraph is a fair and reasonable estimation of the damages that LANDLORD would
suffer.

            ii. LANDLORD, at its sole discretion, my declare TENANT in default
under this Lease, and LANDLORD may, at its option, terminate the Lease, provided
written notice of such termination is received by TENANT prior to LANDLORD's
receipt of said statement.

      If TENANT fails to deliver the statement within said ten (10) days, TENANT
irrevocably constitutes and appoints LANDLORD as its special attorney-in-fact to
execute and deliver the statement to a third party. In such event the statement
prepared and executed by LANDLORD on behalf of the TENANT shall be in full force
and effect and TENANT shall be governed by it.

      If this Lease is assigned by LANDLORD to any mortgagee or trust deed
beneficiary or purchaser, within ten (10) days of written request by LANDLORD,
TENANT shall acknowledge in writing receipt of such assignment to the assignee
upon receipt of a copy of notice thereof.

      33. MODIFICATION FOR LENDER. If in connection with obtaining construction,
interim or permanent financing for the Building, the lender shall request
reasonable modifications in this Lease as a condition to such financing, TENANT
will not unreasonably withhold or delay its consent thereto, provided that such
modifications do not increase the obligations of TENANT hereunder or materially
adversely affect the leasehold interest hereby created or TENANT's rights
hereunder.

      34. PLANNING PROGRAM. In the event LANDLORD requires the Premises for use
in conjunction with another suite or for other reasons connected with its
planning program, LANDLORD, upon the giving of sixty (60) days written notice to
TENANT, shall have the right to move TENANT to another comparable space in the
Building, at LANDLORD's sole cost and expense, and the terms and conditions of
this Lease shall remain in full force and effect, save and excepting that the
Premises shall be in a new but comparable location. However, if the new space
does not meet with TENANT's approval, TENANT shall have the right to cancel this
Lease upon giving LANDLORD written notice within ten days after receipt of
LANDLORD's notification. Should TENANT refuse to permit LANDLORD to so move
TENANT to such new location, then in that event, LANDLORD shall have the right
to cancel and terminate this Lease effective immediately without further notice
to terminate.

      35. BUILDING RULES. TENANT hereby promises and agrees to keep and perform
each and all of the rules and regulations of said Building hereinafter set forth
which are hereby referred to and made a part hereof. LANDLORD shall have the
right to amend said rules and to make other and different reasonable rules, and
regulations limiting, restricting and regulating the privileges of TENANTS in
the said Building, and all such rules and regulations so made by LANDLORD, after
notice thereof to TENANT, shall be binding upon TENANT and become conditions of
TENANT's tenancy and covenants on the part of and to be performed by TENANT.

      36. SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Upon the expiration of the
term of this Lease, or upon any earlier termination of this Lease, TENANT shall:
(i) surrender possession of the Premises to LANDLORD in as good order and
condition as they were when TENANT took occupancy and hereafter may be improved
by LANDLORD (wear and tear excepted), (ii) remove from the Premises all debris
and rubbish, and (iii) remove from the Premises, all furniture, equipment,
business and trade fixtures, freestanding cabinet work, moveable partitioning
and other articles of personal property owned by TENANT or installed or placed
by TENANT in the Premises, and all similar articles of any other persons
claiming under TENANT unless (i) LANDLORD exercises its option to have any
subleases or subtenancies assigned to it or (ii) TENANT is in default under term
or condition of the lease. TENANT shall repair all damage to the Premises
resulting from the installation and removal of such items. Any floor covering
and/or window covering whether or not allowance is given by LANDLORD to TENANT,
shall become the property of the LANDLORD and remain in the Premises.

      The voluntary or other surrender of this Lease by TENANT to LANDLORD, or a
mutual termination hereof, shall not work a merger, and shall at the option of
LANDLORD, operate as an assignment to it of any or all subleases or subtenancies
affecting the Premises. TENANT shall also surrender all keys for the Premises to
LANDLORD, properly sorted and labeled, at the place then fixed for payment of
rent and shall inform LANDLORD of all combinations on locks, safes and vaults,
if any, in the Premises. If TENANT fails to properly identify the keys or fails
to provide LANDLORD with the combinations, LANDLORD may deduct the cost of
identifying or replacing the keys and re-setting the combinations from TENANT's
security deposit. The delivery of keys to LANDLORD, any employee of LANDLORD, or
LANDLORD's agent or any employee thereof, shall not be sufficient to constitute
a termination of this Lease or a surrender of the Premises.

      37. ATTORNEY FEES. If any action is commenced for the breach of any
covenants or conditions of this lease, or for any rent or for the possession of
the Premises, or if the LANDLORD necessarily intervenes in, or becomes a party
to, any action or actions occurring out of this Lease in order to protect its
rights, then the TENANT will pay to the LANDLORD a reasonable attorney's fees in
such action or actions, which fees shall be fixed by the Court as a part of the
costs thereof. If TENANT is successful in the aforesaid litigation with LANDLORD
(except in a Declaratory Relief Action), LANDLORD shall pay to TENANT reasonable
attorney's fees as fixed by court as part of the costs hereof.

      38. CONDITIONS AND COVENANTS - TIME. It is further expressly understood
and agreed that each and all of the provisions of this Lease are conditions
precedent to be faithfully and fully performed and observed by said TENANT to
entitle TENANT to continue in possession of the Premises hereunder; that said
conditions are also covenants on the part of TENANT; that time of performance of
each is of the essence of this agreement.

      39. WAIVER. No modification, alteration or waiver of any term, covenant or
condition of this Lease shall be valid unless in writing, subscribed by the
LANDLORD or by an officer of LANDLORD, authorized in writing. No waiver of a
breach of any covenant or condition shall be construed to be a waiver of any
other provisions hereof or any succeeding breach by TENANT of the same or any
other provision. No act, delay or omission done, suffered or permitted by the
LANDLORD shall be deemed to exhaust or impair any right, remedy or power of the
LANDLORD hereunder.

                                                                              13

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      No act or thing done by LANDLORD or LANDLORD's agents during the term of
this Lease shall be deemed as acceptance of a surrender of Premises, and no
agreement to accept such surrender shall be valid unless in writing and signed
by LANDLORD.

      The failure of LANDLORD to seek redress for violation of, or to insist
upon strict performance of, any term, covenant or condition of this Lease or the
Rules and Regulations attached hereto shall not be deemed a waiver of such
violation or prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of any original violations, nor
shall the failure of LANDLORD to enforce any of said Rules and Regulations
against any other TENANT of the Building be deemed a waiver of any such Rule or
Regulation, nor shall any custom or practice which may become established
between the parties in the administration of the terms hereof be deemed a waiver
of, or in any way affect, the right of LANDLORD to insist upon the performance
by TENANT in strict accordance with said terms.

      40. JOINT AND SEVERAL LIABILITY OF TENANT. If more than one person
executes this Lease as TENANT, (a) each of them is jointly and severally liable
for the keeping, observing and performing of all of the terms, conditions,
covenants, provisions, and agreements of this Lease to be kept, observed and
performed by TENANT, and (b) the term "TENANT" as used in this Lease shall mean
and include each of them jointly and severally and the act of or notice from, or
notice or refund to, or the signature of, any one or more of them, with respect
to the tenancy of this Lease, including, but not limited to any renewal,
extension, expiration, termination or modification of this Lease shall be
binding upon each and all of the persons executing this Lease as TENANT with the
same force and effect as if each and all of them had so acted or so given or
received such notice or refund or so signed.

      41. PARTNERSHIP AND CORPORATION AUTHORIZATION. If TENANT executes this
Lease as a corporation, trust, or general partnership each individual executing
this Lease on behalf of TENANT represents and warrants that the individuals
executing this Lease on TENANT's behalf are duly authorized to execute and
deliver this Lease on behalf of the TENANT. If TENANT is a corporation, trust or
partnership, TENANT shall, within 30 days after execution of this Lease, deliver
to LANDLORD evidence of such authority satisfactory to LANDLORD. IF TENANT FAILS
TO COMPLY WITH THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH, THEN EACH
INDIVIDUAL EXECUTING THIS LEASE SHALL BE PERSONALLY LIABLE FOR ALL OF TENANT'S
OBLIGATIONS IN THIS LEASE.

      42. FINANCIAL STATEMENT. At any time during the term of this Lease, TENANT
shall, upon ten (10) days prior written notice from LANDLORD provide LANDLORD
with current financial statements and financial statements of the two (2) years
prior to the current financial statement year. Such statement shall be prepared
in accordance with generally accepted accounting principles in a manner
consistently applied in all financial statements and, if such is the normal
practice of TENANT, shall be audited by an independent certified public
accountant.

      43. COVENANT BY TENANT. TENANT covenants to hold LANDLORD free and
harmless from all loss, cost or damage (including reasonable attorney fees and
court costs) resulting from TENANT's violation of any term or provisions of this
lease, the use, misuse or neglect of the Premises or appurtenances and from all
claims arising out of any alleged defective or unsafe condition thereof.

      TENANT agrees to pay for all loss, cost or damages (including reasonable
attorney fees and court costs) which may be caused to the LANDLORD or the
Building in which the Premises are situated, or any TENANT or occupant thereof
by any act or failure to act of the TENANT or any of TENANT's invitees, guests,
visitors or employees, and TENANT further agrees not to use or suffer to be used
the Premises in any manner which will increase the present rate of premium for
insurance on said Building, or cause a cancellation of any insurance policy
relating to said Building, or keep or suffer to be kept therein any gasoline,
distillate, petroleum or explosive products. TENANT and TENANT's officers,
agents and employees shall not cause any corrosive acids or caustic substances
of any kind to be emptied or discharged into any basins, drains, toilets or
other plumbing facilities installed in the Premises which might cause injury or
damage to same; and agrees during the term to take good care of the Premises and
to keep the interior thereof in good order, repair and condition, natural
deterioration with careful use and injury by fire, the elements or acts of God
excepted. TENANT and TENANT's officers, agents, and employees shall not cause or
permit any noxious or offensive odors to be emitted from the Premises during the
term of this lease.

      44. COMPLIANCE. TENANT agrees to comply with all laws, ordinances and all
regulations and requirements of Municipal, State and Federal governments,
boards, and authorities relative to the TENANT's occupancy of the Premises or to
the business to be conducted therein and will keep the said Premises in a clean
and orderly condition according to all laws and ordinances and the direction of
all public officers, and, as far as reasonably possible will keep all immoral
and disreputable persons out of the Premises to the end that the reputation of
the Premises and the said Building as a first class office building may be
preserved.

      45. HAZARDOUS WASTE.

            a. TENANT shall not cause or permit any Hazardous Material (as
defined in paragraph 45.c below) to be brought, kept or used in or about the
Building by TENANT, its agents, employees, contractors, or invitees. TENANT
shall indemnify LANDLORD from and against any breach by TENANT of the
obligations stated in the preceding sentence, and agrees to defend and hold
LANDLORD harmless from and against any and all claims, judgments, damages,
penalties, fines, costs, liabilities, or losses, (including without limitation,
diminution in value of the Building, damages for the loss or restriction on use
of rentable or usable space or of any amenity of the Building, damages arising
from any adverse impact on marketing of space in the Building, and sums paid in
settlement of claims, attorney's fees, consultant fees, and expert fees) which
arise during or after the term of this Lease as a result of such breach. This
indemnification of LANDLORD by TENANT includes, without limitation, costs
incurred in connection with any investigation of site conditions of any cleanup,
remedial removal, or restoration work required by any federal, state, or local
governmental agency or political subdivision because of Hazardous Material
present in the soil or ground water on or under the Building. Without the
limiting the foregoing, if the presence of any Hazardous Material in the
Building caused or permitted by TENANT results in any contamination of the
Building, TENANT shall promptly take all actions, at its sole expense, as are
necessary to return the Building to the condition existing prior to the
introduction of any such Hazardous Material.

            b. LANDLORD and TENANT acknowledge that LANDLORD may become legally
liable for the costs of complying with Laws (as defined in paragraph 45.d below)
relating to Hazardous Material which are not the responsibility of LANDLORD or
the responsibility of TENANT, including the following: (i) Hazardous Material
present in the soil or ground water on the Building of which LANDLORD has no
knowledge as of the effective date of this Lease; (ii) a change in Laws which
relate to Hazardous Material which make that Hazardous Material which is present
on the Property as of the effective date of this Lease, whether known or unknown
to LANDLORD, a violation of such new Laws: (iii) Hazardous Material that
migrates, flows, percolates, diffuses, or in any way moves on, to, or under the

                                                                              14

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------

<PAGE>

Building after the effective date of this Lease; or Hazardous Material present
on or under the Building as a result of any discharge, dumping or spilling
(whether accidental or otherwise) on the Building by other TENANTS of the
Building or their agents, employees, contractors, or invitees, or by others.
Accordingly, LANDLORD and TENANT agree that the cost of complying with Laws
relating to Hazardous Material in or under the Building for which LANDLORD is
legally liable and which are paid or incurred by LANDLORD shall be an Operating
Cost (and TENANT shall pay TENANT's Percentage Share thereof in accordance with
paragraph 1.m); unless the cost of such compliance, as between LANDLORD and
TENANT, is made the responsibility of TENANT pursuant to paragraphs 45.a above.
To the extent any such Operating Cost relating to Hazardous Material is
subsequently recovered or reimbursed, TENANT shall be entitled to a
proportionate reimbursement to the extent it has paid its share of such
Operating Cost to which such recovery or reimbursement relates.

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

            d. As used herein, the term "Laws" mean any applicable federal,
state or local laws, ordinances, or regulation relating to any Hazardous
Material affecting the Building including, without limitation, the laws,
ordinances, and regulations referred to in paragraph 45.c above.

      46. ACCORD AND SATISFACTION. Any payment by TENANT or receipt by LANDLORD
of an amount less than the total amount then due hereunder shall be deemed to be
in partial payment only thereof and not a waiver of the balance due or an accord
and satisfaction, notwithstanding any statement or endorsement to the contrary
on any check or any other instrument delivered concurrently herewith or in
reference thereto. Accordingly, LANDLORD may accept any such amount, and
negotiate any such check without prejudice to LANDLORD's right to recover all
balances due and owing and to pursue its rights against TENANT under this Lease,
regardless of whether LANDLORD makes any notation on such instrument of payment
or otherwise notifies TENANT that such acceptance or negotiation is without
prejudice to LANDLORD's right to recover all balances due an owing and to pursue
its other rights against TENANT under this Lease. TENANT agrees that the
foregoing shall be applicable to any covenant or agreement either expressly
contained in this Lease or imposed by any statute or at common law.

      47. ATTORNMENT. In the event of the exercise of power of sale or the
foreclosure under any deed of trust or mortgage placed by LANDLORD against all
or any portion of the Premises, or upon the Building and real estate of which
the Premises are a part or in which the Premises are located, TENANT shall upon
demand attorn to the purchaser upon any such foreclosure or sale and recognize
such purchaser as the LANDLORD under this Lease.

      48. BROKERS. The parties recognize that the brokers who negotiated this
Lease are the brokers whose names are stated in paragraph 1.q and agree that
LANDLORD shall be solely responsible for the payment of brokerage commissions to
said brokers, and that TENANT shall have no responsibility therefor. As part of
the consideration for the granting of this Lease, TENANT represents and warrants
to LANDLORD that to TENANT's knowledge no other broker, agent or finder
negotiated or was instrumental in negotiating or consummating this Lease and
that TENANT knows of no other real estate broker, agent or finder who is, or
might be entitled to a commission or compensation in connection with this Lease.
Any broker, agent, or finder of TENANT whom TENANT has failed to disclose herein
shall be paid by TENANT. TENANT shall hold LANDLORD harmless from all loss, cost
or damages (including reasonable attorney fees and court costs) and indemnify
LANDLORD for all loss, cost or damages (including reasonable attorney's fees and
court costs) paid or incurred by LANDLORD resulting from any claims that may be
asserted against LANDLORD by any broker, agent, or finder undisclosed by TENANT
herein.

      49. TRANSFER OF LANDLORD'S INTEREST. If LANDLORD transfers its interest in
the Premises or in the real property of which the Premises are a part, other
than a transfer for security purposes only, the transferor shall be
automatically relieved of any and all obligations and liabilities on the part of
LANDLORD from and after the date of such transfer. LANDLORD may transfer
TENANT's Security Deposit hereunder to the purchaser of the property. Upon such
transfer, LANDLORD shall be relieved from any further liability with respect to
said security deposit. In the event of an assignment or sublease consented to by
LANDLORD, the assigning TENANT's interest in the security deposit shall be
deemed transferred to such assignee or sublessee (to the pro rata extent
applicable). Neither LANDLORD or any successor in interest of LANDLORD shall be
personally liable with respect to any of the terms, covenants and conditions of
this Lease, and TENANT shall look solely to the equity of LANDLORD in the
Building and the rent payable by TENANT for the satisfaction of each and every
remedy by TENANT, such exculpation of liability to be absolute and without any
exception whatsoever.

      50. EXAMINATION OF LEASE. The submission of this Lease to TENANT for
examination by TENANT does not constitute an option or offer to lease the
Premises upon the terms and conditions contained herein or a reservation of the
Premises for TENANT. This Lease shall only become effective upon the execution
hereof by LANDLORD. The negotiation of checks tendered by TENANT and delivery of
a copy of this Lease signed by TENANT to LANDLORD, shall not constitute an
acceptance of TENANT's offer to lease as contained herein until such time as
LANDLORD makes and executes this Lease and delivers a signed copy thereof to
TENANT.

      51. ETHICS. If the TENANT is a member of any profession, he agrees to
abide by the Code of Ethics of the Association recognized as representing that
particular profession in the County of Los Angeles, State of California.

                                                                              15

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      52. GENERAL PROVISIONS.

            a. PRIOR AGREEMENTS. This Lease contains all of the agreements of
the parties hereto with respect to any matter covered or mentioned in this
lease, and no prior agreements or understanding pertaining to any such matters
shall be effective for any purpose. No provisions of this Lease may be amended
or added to except by an agreement in writing signed by the parties hereto or
their respective successors in interest. This Lease shall not be effective or
binding on any party until fully executed by both parties hereto. This paragraph
is subject to the provisions of paragraph 30 concerning default by TENANT in any
other lease or tenancy wherein the LANDLORD is also LANDLORD therein.

            b. INABILITY TO PERFORM. This Lease and the obligations of the
TENANT hereunder shall not be affected or impaired because the LANDLORD is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike, labor troubles, acts of
God, or any other cause beyond the reasonable control of LANDLORD.

            c. PARTIAL INVALIDITY. Any provisions of this Lease which shall
prove to be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provisions hereof and such other provisions shall remain in
full force and effect.

            d. CUMULATIVE REMEDIES. No remedy or election hereunder shall be
deemed exclusive but shall, whenever possible, be cumulative with all other
remedies at law or in equity.

            e. SUCCESSORS. The words "LANDLORD" and "TENANT" as used herein,
shall include, apply to, and bind and benefit the heirs, executors,
administrators, assigns and successors of the LANDLORD and TENANT, subject to
the aforementioned restrictions on assignment of this Lease on the part of the
TENANT.

            f. GENDER. In this lease, whenever the context so requires, the
masculine gender herein used shall include the feminine or neuter and the
singular number shall include the plural.

            g. PARAGRAPH HEADINGS. Paragraph headings do not constitute part of
the text of this lease, but are inserted in this Lease for paragraph
identification only.

            h. NOTICES. All notices to be given hereunder by LANDLORD to TENANT
shall be in writing, and may be served either personally or by depositing the
same in the United States mail, postage fully prepaid, either by ordinary,
registered or certified mail, and addressed to TENANT at the Premises. If there
may be more than one TENANT, then notice on any one of them shall constitute
notice to all. Service upon the TENANT and in that regard TENANT specifically
waives any rights as to methods of services set forth in Sections 1161 and 1162
of the California Code of Civil Procedure, TENANT hereby waives all other
methods of notice prescribed by the Codes of California.

      Any notices desired to be served on LANDLORD by TENANT must be sent by
United States registered mail to the LANDLORD at the address set forth in
Paragraph 1.b, which may be changed from time to time upon giving of written
notice to TENANT.

      53. SPECIAL CONDITIONS.

LANDLORD:                                    TENANT:

Roosevelt Building                           The Mortgage Store Financial Inc.,
By:  Milbank Real Estate Services            a California corporation
Its: Authorized Agent

By:  /s/ Massoud Yashouafar                  By:  /s/ Raymond Eshaghian
     ----------------------------                 ----------------------------
     Massoud Yashouafar                           Raymond Eshaghian
     Chief Executive Officer                      President

                                                                              16

<PAGE>

            RULES AND REGULATIONS OF THE BUILDING REFERRED TO HEREIN

                      WHICH CONSTITUTE A PART OF THIS LEASE

      1. TENANT, and TENANT's employees, shall not loiter in the entrance or
corridors, or in any way obstruct the sidewalks, entry passages, halls,
stairways and elevators, and shall use the same only as passage ways and means
of passage to and from their respective offices. The entry and exit doors of all
suites are to be kept closed at all times except as required for the orderly
passage to and from the suite.

      2. The sash doors, sashes, windows, glass doors, lights and skylights that
reflect or admit light into the halls or other places of the Building, shall not
be covered or obstructed, nor shall any bottles, parcels, or other articles be
placed on the windowsills.

      3. TENANT shall not mark, drive nails, screw or drill into, paint, or in
any way deface the wall, ceilings, partitions, floors, wood, stone or iron work,
except with the written consent of LANDLORD. The expenses of any breakage,
stoppage or damage resulting from a violation of this rule shall be borne by
TENANT who has caused such breakage, stoppage or damage.

      4. No awning, shade, sign, advertisement, or notice shall be inscribed,
painted or affixed on or to any part of the outside or inside of the Building
except by the written consent of LANDLORD, and except it be of such color, size
and style and in such place upon or in the Building as may be designated by
LANDLORD. If TENANT desires window coverings in addition to those already in and
owned by LANDLORD, they must be of such uniform shape, color, material and make
as may be prescribed by LANDLORD and must be put up in the manner as directed by
LANDLORD and paid for by TENANT. All signs on doors will be provided for TENANT
by LANDLORD, but the cost of providing same shall be paid by TENANT. There will
be no signs on the windows or the roof.

      5. Electric wiring of every kind shall be introduced and connected by
LANDLORD, and no boring or cutting for wires shall be allowed except with the
written consent of LANDLORD.

      6. LANDLORD shall prescribe the weight, size and position of all safes
used in the Building and such safes shall in all cases stand on wood or metal of
such size as shall be designated by LANDLORD. All damage done to the Building by
putting in, taking out, or maintaining a safe shall be repaired at the expense
of TENANT.

      7. TENANT shall not conduct any auction on the Premises and shall not
store goods, wares or merchandise on the leased Premises without the prior
written consent of LANDLORD, which consent shall be granted or withheld in
LANDLORD's sole and uncontrolled discretion. Articles of unusual size and
weights are not permitted in the Building.

      8. All freight, furniture and fixtures must be moved into, within and out
of the Building under the supervision of LANDLORD, and according to such
regulations, and at such hours as set by LANDLORD, which might change from time
to time, but LANDLORD will not be responsible for loss or damage to such freight
from any cause. TENANT shall be responsible for any damages to the hallways,
elevators and other parts of the Building resulting from move of such furniture
or fixture. TENANT may only use the freight elevator after 6:00 p.m., but before
7:30 a.m. during the weekdays, and during weekends and holidays, with prior
written approval of LANDLORD. However, should TENANT's use of the freight
elevator be one load or less, then TENANT may use the freight elevator outside
the hours stated above, except that under no circumstances may TENANT use the
freight elevator between the hours of 8:00 a.m. to 9:30 a.m., 12:00 noon to 1:00
p.m., and 4:30 p.m. to 5:30 p.m. on weekdays.

      9. The requirements of TENANT will be attended to only upon application at
the office of the Building. LANDLORD's employees shall not perform any work or
do anything outside of their regular duties unless under special instruction
from the office, and no such employee shall admit any person (TENANT or
otherwise) to any office without specific instructions from the office of the
Building.

      10. TENANT shall promptly notify LANDLORD of any accident to, or defect in
the Building, including plumbing, water pipes, electric wires or heating
apparatus so that such defects can be promptly fixed.

      11. All keys shall be obtained from LANDLORD and all keys shall be
returned to LANDLORD upon the termination of this lease. If the keys are not
returned to LANDLORD immediately upon termination of this lease, LANDLORD may
replace all of the locks in the Premises with new locks, all at TENANT's sole
expense. No additional locks or bolts of any kind shall be placed upon any of
the doors by TENANT, nor shall any changes be made in existing locks or the
mechanisms thereof unless LANDLORD is first notified thereof, gives written
approval, and the mechanism thereof is placed on LANDLORD's Master Key.

      12. It is understood and agreed between LANDLORD and TENANT that no assent
or consent to any waiver of any provision of this Lease, or any part thereof by
LANDLORD, shall be deemed or taken as made except if such assent or consent is
done in writing and attached to or endorsed hereon by LANDLORD.

      13. TENANT shall comply with all safety, fire protection and evacuation
procedures and regulations instituted by LANDLORD or any governmental agency.
TENANT shall comply with all relevant non-smoking laws applicable to the
Building.

      14. TENANT shall not obtain for use on the Premises cleaning, interior
glass polishing, rubbish removal, towel or other similar services, or accept
barbering or bootblacking, or coffee cart services, milk, soft drinks or other
like services on the Premises, except from persons authorized by LANDLORD and at
the hours and under regulations fixed by LANDLORD. No vending machines or
machines of any description shall be installed, maintained or operated upon the
Premises without LANDLORD's prior written consent.

      15. Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever (ie. cigarette butts, sanitary napkins,
or paper), shall be thrown therein.

                                                                              17

            LANDLORD: /S/ MY                      TENANT: /S/ RE
                      ------                              ------
<PAGE>

      16. Before TENANT or the last employee to leave the Premises, such
individual shall see that the doors of the Premises are closed and locked and be
sure that all water faucets, coffee pots, heat generating objects, lights and
appliances are turned off to prevent waste and damage. TENANT shall avoid all
situations which could be fire hazards including placing trash near or on wires
and the careless disposal of cigarettes, or other pipes.

      17. No graffiti or writing on any walls, or toilet partitions are
tolerated. LANDLORD at its sole discretion may either cancel the Lease of
TENANT, or charge TENANT the cost of restoring the damaged area to its original
condition prior to damage, plus an overhead cost of 15%.

      18. TENANT shall not use or keep in the Premises or Building any kerosene,
gasoline, or flammable, explosive or combustible fluid or material, or use any
method of heating or air-conditioning other than that supplied by LANDLORD.
TENANT may not tamper with any electric or air conditioning repair or
installation.

      19. 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.

      20. TENANT shall cooperate with LANDLORD in obtaining maximum
effectiveness of the cooling system by closing drapes or blinds when the sun's
rays fall directly on windows of the Premises and by keeping the windows closed.
TENANT shall not obstruct, alter, or in any way impair the efficient operation
of LANDLORD's heating, ventilating and air-conditioning system. TENANT shall not
tamper with or change the setting of any thermostats or control valves. No
heating or air conditioning unit or other similar apparatus shall be installed
or used by any TENANT without the prior written consent of LANDLORD.

      21. TENANT shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of Building or
neighboring buildings or premises or those having business with it by the use of
any musical instrument, radio, photographs or unusual noise, or in any other
way. If TENANT does not eliminate objectionable noise coming from the Premises
after notice from LANDLORD, LANDLORD may, in its sole discretion, cancel this
Lease or enter the Premises and add such soundproofing material and take such
other steps as may be necessary to prevent such noise from being heard outside
the Premises. The cost of such soundproofing shall be paid by TENANT to LANDLORD
upon demand.

      22. No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking shall be done or permitted by any
TENANT in the Premises, except that the preparation of coffee, tea, hot
chocolate and similar items for TENANT's, their employees and visitors shall be
permitted. No TENANT shall cause or permit any unusual or objectionable odors to
be produced in or permeate from or throughout the Premises.

      23. LANDLORD shall have the right to prohibit any advertising by any
TENANT which, in LANDLORD's opinion, tends to impair the reputation of the
Building or its desirability as an office building and upon written notice from
LANDLORD, any TENANT shall immediately refrain from and discontinue said
advertising.

      24. All areas of the Building other than those leased to TENANTS,
including the public halls, lobby and stairs, shall be under the sole and
absolute control of LANDLORD who shall have the exclusive right to regulate and
control these areas. LANDLORD may exclude from such areas all persons whose
presence LANDLORD considers, in its sole discretion, to be prejudicial to the
safety, character, reputation and interests of the Building and the TENANTS.
LANDLORD reserves the right to exclude or expel from the Building any person
who, in the judgment of LANDLORD is intoxicated or under the influence of drugs
or liquor, or who shall in any manner act in violation of the rules of the
Building. The hours the Building shall be open are 7:00 AM to 6:00 PM, Monday
through Friday, excluding legal holidays. LANDLORD reserves the right to control
access to the Building by all persons after reasonable hours of generally
recognized business days and at all hours on Saturdays and Sundays and legal
holidays. Each TENANT shall be responsible for all persons for whom he requests
after-hours access and shall be liable to LANDLORD for all acts of such persons.
LANDLORD shall not be liable for damages for any error with regard to the
admission or exclusion from the Building of any person. In the case of invasion,
mob, riot, public excitement, or any other circumstances rendering such action
advisable in LANDLORD's sole and absolute discretion, LANDLORD reserves the
right to prevent access to the Building during the continuances thereof by such
actions as LANDLORD deems appropriate, including closing and locking the doors.

      25. Any person employed by TENANT to do janitorial work shall be, while in
the Building and outside of the Premises, subject to and under the control and
discretion of the Office of the Building (but not as an agent or servant of
LANDLORD, and TENANT shall be responsible for all acts of such persons).

      26. Canvassing, soliciting and peddling in the Building are prohibited and
each TENANT and its employees shall not buy from such peddlers and shall
cooperate to prevent and discourage the same. Any solicitors must be asked by
TENANTS to leave the Building immediately, and notify Building's manager.

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

      28. TENANT shall not go on the roof of the Building nor shall TENANT
install any type of antenna on the roof or walls of the Building. TENANT shall
not operate any equipment in the Premises which causes electromagnetic
interference with the equipment of any other person.

      29. LANDLORD reserves the right at any time to change or rescind any one
or more of these rules and regulations or to make such other and further
reasonable rules and regulations as in LANDLORD's judgment may from time to time
be necessary for the safety, care and cleanliness of the Premises, and for the
preservation of good order therein.

      30. TENANT shall faithfully comply with any nondiscriminatory rules and
regulations that LANDLORD shall from time to time promulgate. Any such new rules
and regulations shall be binding upon TENANT upon delivery of a copy of the
rules to TENANT. LANDLORD shall not be responsible for the noncompliance with
any rules and regulations by any other TENANT.

                                                                              18

            LANDLORD: /S/ MY                      TENANT: /S/ RE
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<PAGE>

                                   EXHIBIT "A"

                                   Floor Plan


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            LANDLORD: /S/ MY                      TENANT: /S/ RE
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<PAGE>

                                   EXHIBIT "B"

                                 LANDLORD'S Work

1. LANDLORD, at no cost to TENANT, shall improve the demised Premises per
attached Exhibit "A", in accordance with the Building's standard quality. The
improvements referred to herein shall be limited to the following:

            a.    Demolition of existing interior partitions as required;

            b.    construction of interior partitions as required;

            c.    Installation of interior doors and hardware,

            d.    Repair the existing suspended ceiling and replacement of
                  ceiling tiles as required;

            e.    Installation of electrical outlets and light switches,
                  including installation of up to 8 dedicated power lines;

            f.    Distribution of HVAC outlets throughout;

            g.    Paint all interior partitions;

            h.    Install new carpet with TENANT's choice of color;

            i.    Construct a reception counter in the reception area

            j.    Install window covering

NOTE: LANDLORD agrees to install computer and telephone cables to be provided by
TENANT, however, LANDLORD does not assume any responsibility for such
installation.

2. TENANT shall be responsible for the cost of the following:

            a.    Any and all cost for design and drawings performed by outside
                  consultants.

            b.    Any and all cabinetry required in the demised Premises.

            c.    Improvements above the Building's standard quality.

            d.    Any and all improvements not specified in Paragraph 1 of this
                  Exhibit "B".

                                                                              20

            LANDLORD: /S/ MY                      TENANT: /S/ RE
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<PAGE>

                                   EXHIBIT "C"

                              Option to Extend Term

      1. Option to Extend Term. TENANT is given the option to extend the term of
this lease for a five year period ("Extended Term") following expiration of the
initial term by giving written notice of exercise of the option ("Option
Notice") to LANDLORD at least three months but not more than five months before
the expiration of the initial term. Provided that, if the TENANT is in default
on the date of giving the Option Notice or if the TENANT is in default on the
date the Extended term is commenced, the Option Notice shall be totally
ineffective, the Extended Term shall not commence and this lease shall expire at
the end of the initial term. Similarly, in the event TENANT, during the initial
term, was late in paying rent for a cumulative period of thirty days in any one
lease year, or in the event TENANT, during the initial term, failed to cure
within three days of receipt of written notice from LANDLORD detailing a default
in the performance of any other terms, covenants or conditions to be kept or
performed by TENANT, the Option Notice shall be totally ineffective, the
Extended Term shall not commence and this lease shall expire at end of the
initial term.

      The rent for the Extended Term shall be the then Market Rent (as defined
in Paragraph 2 of this Exhibit "C"), without deduction for allowance,
adjustments or modifications of any kind.

      In each and every other respect the remaining terms, covenants, conditions
and provisions of the lease shall remain in full force and effect during the
Extended Term.

      2. Determination of Market Rent. Within thirty days after receipt of
TENANT's notice of its intention to exercise its option to renew this Lease,
LANDLORD shall notify TENANT in writing as to the then Market Rent for the
premises. The Market Rent for the purposes of this Paragraph shall be defined as
rent for a space substantially similar to the demised premises as to size and
layout, located above the 6th floor of a comparable high rise building on a
comparable street to 7th Street, in CBD in Downtown Los Angeles. If TENANT does
not agree with such rent, TENANT shall notify LANDLORD as to its disagreement in
writing, in which case both LANDLROD and TENANT shall each appoint an
experienced real estate broker. (for the purposes of this Lease, an experienced
broker shall be defined as one who has had at least five years of experience in
leasing and marketing of office space in Downtown Los Angeles.) Such two brokers
shall within thirty days from their appointment attempt to agree on the then
Market Rent. If the two appointed brokers are unable to agree on the Market
Rent, then the matter shall be submitted to American Arbitration association in
Los Angeles, California for arbitration. The appointed arbitrator shall choose
between the rents each party claimed to be the Market Rent as defined in this
paragraph, and select the rent which to the arbitrator's mind is closer to the
Market Rent. Both LANDLORD and TENANT agree to be bound by the decision of the
appointed arbitrator. Each party shall advance one half of the cost of the
arbitration, and the party whose rate has been selected by the arbitrator shall
recover its advance by the other party.

      3. Failure to Determine Market Rent. In the event that at the adjustment
date, the new rent has not been established, TENANT shall commence making rental
payments as provided in paragraph 10 of the Lease, for a hold over tenant. At
such time as the Market Rent is established, if the amount is in excess of the
amount paid as rent by TENANT, then TENANT shall pay to LANDLORD within 15 days
after determination of the Market Rent the excess of the Market Rent over the
rent provided in paragraph 10. In the event the Market Rent is less than the
holdover rate, then TENANT shall receive credit on its future rental payments.

                                                                              21

            LANDLORD: /S/ MY                      TENANT: /S/ RE
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<PAGE>

                                   EXHIBIT "D"
                     1st Amendment to Office Building Lease

      1. Rent Credit. Provided TENANT is in full performance of the terms and
conditions of this Lease, including the payment of Monthly Basic Rent on or
before the 5th of each calendar month, then during the 2nd, 3rd, 4th, and 19th
months of the Lease, TENANT shall be entitled to credits equal to 50% of the
Monthly Basic Rent payable by TENANT during those months.

      2. Annual C.P.I. Increase. In no event shall the annual C.P.I. increases
provided under Paragraph 6 hereof, exceed 4% of the Monthly Basic Rent payable
hereunder for the immediately preceding year, including any C.P.I. adjustments
therein.

      3. Parking Rate. During the term of this Lease, TENANT shall be entitled
to lease up to 15 un-reserved parking spaces in the Building's parking structure
at 75% of the prevailing rates in the Building.

      4. Option to Cancel. Provided Landlord cannot accommodate TENANT to expand
into other space in the Building, then effective as of 24th month of the Term
the Term, TENANT shall have the right to cancel the Lease by providing LANDLORD
a written notice of cancellation at least sixty (60) days prior to its intended
date of cancellation and payment of a Cancellation Fee equal to 3 months of
Monthly Basic Rent then payable by TENANT.

      However, if Supreme Real Estate Group ("Supreme) relocates its main
offices (the office which Massoud Yashouafar works at) out of the Building and
Tenant wishes to relocate its offices with Supreme, then Tenant may cancel the
Lease effective as of relocation date of the Supreme's offices, without any
cancellation fee.

      5. Real Property Tax Adjustments. During the initial term of this Lease,
TENANT shall not be responsible for any increases in Real Property Taxes
resulting exclusively as a result of sale of the Building.

                                                                              22

            LANDLORD: /S/ MY                      TENANT: /S/ RE
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