EXHIBIT 10.19
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                              OFFICE BUILDING LEASE

      1.  PARTIES  This Lease, dated for reference purposes only, 
          July 24, 1998 is made by and between The Joseph Pell and Eda Pell
          Revocable Trust dated August 19, 1989 (herein called "Landlord")
          and Ambassador Performance Group, Inc. (herein called "Tenant").

      2.  PREMISES  Landlord does hereby lease to Tenant and Tenant hereby
          leases from Landlord that certain office space (herein called
          "Premises") indicated on Exhibit "A" attached hereto and
          reference thereto made a part hereof, said Premises being agreed,
          for the purposes of this Lease, to have an area of approximately
          2,688 rentable square feet and 2,400 useable square feet, being
          situated on the Second Floor of that certain building known as
          Pell Office Plaza, 504 Redwood Boulevard, Novato, California
          ("Building").  The Building is located on that real property
          known as Pell Office Plaza ("Project") which is indicated on
          Exhibit A-1 attached hereto and made a part hereof.  Landlord
          represents and warrants to Tenant that it is duly authorized to
          enter into this Lease.

          Said Lease is subject to the terms, covenants and conditions
          herein set forth and the Tenant covenants as a material part of
          the consideration for this Lease to keep and perform each and all
          of said terms, covenants and conditions and that this Lease is
          made upon the condition of said performance.

      3.  TERM  The term of this Lease shall be for Five (5) Years,
          commencing on the 1st day of September 1998 and ending on the
          31st day of August 2003.

      4.  POSSESSION

          A.  If the Landlord, for any reason whatsoever, cannot deliver
              possession of the said Premises to the Tenant at the
              commencement of the term hereof, this Lease shall not be
              void, or voidable, nor shall Landlord be liable to Tenant for
              any loss or damage resulting therefrom, nor shall the
              expiration date of the above term be in any way extended, but
              in that event, all rent shall be abated during the period
              between the commencement of said term and the time when
              Landlord delivers possession.  Notwithstanding the foregoing,
              if Landlord does not deliver the Premises to Tenant on or
              before December 1, 1998, with Landlord's construction
              substantially completed, Tenant may terminate this Lease
              without any liability whatsoever.  In such event, Landlord
              shall return to Tenant all rents and security deposit paid by
              Tenant.
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      B.  In the event that Landlord shall permit Tenant to occupy the
          Premises prior to the commencement date of the term, such
          occupancy shall be subject to all the provisions of this Lease. 
          Said early possession shall not advance the termination date
          hereinabove provided.

      5.  RENT

          A.  Tenant agrees to pay Landlord as rental for the Premises,
              without prior notice or demand, the sum of Five Thousand Six
              Hundred Forty-four and 80/100 Dollars ($5,644.80) on or
              before the first day of the first full calendar month of the
              term hereof and a like sum on or before the first day of
              every successive calendar month thereafter during the term
              hereof, except that the first month's rent shall be paid upon
              the execution of this Lease.  Rent for any period during the
              term which is for less than one (1) month shall be a prorated
              portion of the monthly installment herein, based upon a
              thirty (30) day month.  Said rental shall be paid to Landlord
              without deduction or offset in lawful money of the United
              States of America, which shall be legal tender at time of
              payment, at 100 Smith Ranch Road, Suite 325, San Rafael,
              California 94903, or to such other place as Landlord may from
              time to time designate in writing. 

          B.  RENT ESCALATIONS  Commencing on the 13th month of this Lease
              and on each anniversary following, the Base Rent shall be
              adjusted by the increase, if any, in the Consumer Price Index
              of the Labor Statistics of the US Department of Labor for All
              Urban Consumers, San Francisco-Oakland-San Jose (1984=100),
              "All Items," herein referred to as "CPI."

              The CPI increase shall be calculated as follows: The Base
              Rent payable for the first month term of this Lease shall be
              multiplied by the percentage change in the CPI for the 12
              months preceding the 13th month of this Lease.  On each
              anniversary following, the Base Rent shall be multiplied by
              the percentage change in the CPI for the 12 months preceding. 
              No single increase shall exceed 4% of the previous year's
              rental rate and in no event shall the new monthly rent be
              less than the rent payable for the month immediately
              preceding the date for rent adjustment.

      6.  SECURITY DEPOSIT  Tenant has deposited with Landlord the sum of
          Five Thousand Six Hundred Forty-four and 80/100 Dollars
          ($5,644.80).  Said sum shall be held by Landlord as security for
          the faithful performance by Tenant of all the terms, covenants
          and conditions of this Lease to be kept and performed by Tenant
          during the term hereof.  If Tenant defaults with respect to any
          provision of this Lease including, but not limited to, the
          provisions relating to the payment of rent, Landlord may (but
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          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 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 thirty (30) days after written demand therefor, deposit
          cash with Landlord in an amount sufficient to restore the
          security deposit to its original amount and Tenant's failure to
          do so shall be a material breach of this Lease.  Landlord shall
          not be required to keep this security deposit separate from its
          general fund and Tenant shall not be entitled to interest on such
          deposit.  If Tenant shall fully and faithfully perform every
          provision 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) at the expiration of the Lease term.  In the event of
          termination of Landlord's interest in this Lease, Landlord shall
          transfer said deposit to Landlord's successor in interest.

      7.  RENTAL ADJUSTMENTS   For the purposes of this Article, the
          following terms are defined as follows: 

          A.  Landlord shall bear the Project Taxes and Operating Expenses
              during the Base Year, which is calendar year 1999.  If
              Project Taxes and Operating Expenses in any subsequent year
              of the lease term exceed the Base Year Project Taxes and
              Operating Expenses, Tenant shall pay to Landlord with respect
              to each such year, Tenant's Share of such excess.

          B.  Tenant shall pay its share of any such excess in the
              following manner: After the first calendar year following the
              Base Year (hereinafter referred to, together with each
              successive calendar year of the lease term, as the
              "Comparison Year"), Landlord shall calculate the actual
              Project Taxes and Operating Expenses and Tenant's share of
              the excess amount over the Base Year Project Taxes and
              Operating Expenses.  Landlord shall notify Tenant of the
              total amount of its share of the excess.  Tenant shall pay to
              Landlord the full amount of its share of the excess for the
              first Comparison Year within thirty (30) days after its
              receipt of the invoice.  One-twelfth (1/12th) of Tenant's
              share of the excess for the first Comparison Year shall be
              added to the monthly rental payments required to be made by
              Tenant in the current calendar year as an estimated amount of
              Tenant's share of the excess for the current Comparison Year,
              and any installments which would have been payable in the
              months preceding Landlord's notice to Tenant shall be payable
              on or before the first day of the next month following the
              date of Landlord's notice.  For example, if the notice to
              Tenant is delivered in March, the installment of Tenant's
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              share for the months of January, February and March shall be
              paid by Tenant on or before April 1.  The procedure outlined
              above shall be repeated in each successive Comparison Year,
              provided that the total amount of monthly payments made by
              Tenant in any Comparison Year shall be deducted from its
              share of the excess amount for such Comparison Year, with the
              balance to be paid by Tenant within thirty (30) days after
              its receipt of the reconciliation statement for such
              Comparison Year, or with any overpayment by Tenant to be
              credited against the next installment of rent due under the
              lease, and further provided that Tenant shall pay the same
              installment amount in each Comparison Year as in the prior
              year until such amount is adjusted by Landlord in the
              reconciliation statement for the prior Comparison Year.

          C.  Landlord shall, as soon as practicable after the close of 
              any calendar year for which rental was increased under
              Paragraph 7 (A) hereof, deliver to Tenant a written statement
              summarizing actual Project Taxes and Operating Expenses for
              such calendar year and showing Tenant's Share of any excess
              over the Base Year Project Taxes and Operating Expenses. 
              Provided that Tenant is not in default hereunder, if Tenant
              disputes the amount set forth in such statement, Tenant shall
              have the right, by written request made not later than thirty
              (30) days following receipt of such statement, to cause
              Landlord's books and records with respect to such calendar
              year to be audited by independent certified public
              accountants mutually acceptable to Landlord and Tenant. 
              Prior to any such audit, Tenant shall pay to Landlord a
              deposit equal to the full amount of any unpaid amount in
              dispute and a sum specified by Landlord's accountant for the
              estimated fees of Landlord's accountant in connection with
              such audit.  The amounts payable under Paragraph 7(B) by
              Landlord to Tenant or 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
              amount determined by Landlord pursuant to this Paragraph 7 (
              C) within thirty (30) days of receipt of Landlord's
              statement, such statement shall be conclusively binding upon
              Tenant.

          D.  Tenant's obligation under this Paragraph 7 for any fraction
              of a calendar year at the end of the lease term shall be
              determined by prorating Tenant's obligation hereunder on the
              basis which the number of days in such fractional calendar
              year in the lease term bears to 365.  If the lease term
              terminates during a calendar year, additional rent payable
              hereunder, as pro-rated, shall be due and payable, based upon
              Landlord's current projection as to likely excess actual
              Project Taxes and Operating Expenses if the same are not yet
              then ascertainable with certainty, which any such projection
     <PAGE>
              and payment by Tenant subject to subsequent adjustment if
              such projection shall thereafter prove to be less than 95%
              accurate.  For purposes of this Paragraph 7, Project Taxes
              and Operating Expenses for any year during which the Project
              is not fully occupied shall be calculated by projection as if
              the Project were 95% occupied during the entire calendar
              year.  If Landlord is not furnishing any particular work or
              service (the cost of which if performed by the Landlord would
              be included in Operating Expenses) to a tenant who has
              undertaken to perform such work or service in lieu of the
              performance thereof by Landlord, Operating Expenses shall be
              deemed to be increased by an amount equal to the additional
              Operating Expenses which would reasonably have been incurred
              during such period by the Landlord if it had at its own
              expenses furnished such work or service to such tenant.

          E.  For the purposes of this Paragraph, the following definitions
              shall apply:

              1)  "Taxes" shall include (a) all real estate taxes,
                  possessor, interest taxes, personal property taxes levied
                  upon, measured by, or assessed to Landlord in connection
                  with the Project other than taxes covered by Paragraph
                  18, and any other taxes, charges and assessments
                  (including, without limitation, any taxes, charges or
                  assessments for public improvements, services or
                  benefits, whether or not commenced or completed prior to
                  the commencement of the lease term or not to be completed
                  during the lease term, transit development fees, housing
                  funds, education funds, street, highway or traffic fees,
                  environmental charges, fees or penalties imposed as a
                  means of controlling or abating environmental degradation
                  or energy use, and taxes, charges or assessments upon or
                  measured by or for parking facilities) which are levied
                  with respect to or in connection with the Project, and
                  any improvements, fixtures and equipment and all other
                  property of Landlord, real or personal, located in or
                  around the Project and used in connection with the
                  operation of the Project; and (b) any other tax, charge,
                  assessment, fee or governmental imposition or charge of
                  every kind or nature whatsoever assessed to Landlord in
                  connection with the Project, any part thereof, or the
                  Premises (other than estate taxes, inheritance taxes, or
                  net income taxes payable against nonrental as well as
                  rental income) whether or not in addition to or in lieu
                  of such real estate and possessory interest or personal
                  property taxes, whether or not now customary or within
                  the contemplation of the parties hereof, ordinary or
                  extraordinary, foreseen or unforeseen, or similar or
                  dissimilar to any of the foregoing, including by way of
                  illustration but not limitation any and all taxes,
                  imposition, charges, fees or assessments (d) upon,
     <PAGE>
                  allocable to, or measured by the area of the Premises or
                  the Project or any portion thereof, including without
                  limitation any gross income tax, excise tax or value
                  added tax, levied by any governmental or quasi-
                  governmental entity with respect to the Project, any part
                  thereof, and ( c) the cost and expenses of contesting the
                  amount of validity of any of the foregoing taxes.  In the
                  event that it shall not be lawful for Tenant to reimburse
                  Landlord for Tenant's Share of any tax, as defined
                  herein, the rent payable to Landlord under this lease
                  shall be revised to yield to Landlord the same net rent
                  from the Premises after imposition of any such tax upon
                  Landlord as would have been received by Landlord
                  hereunder prior to the imposition of such tax. 
                  Notwithstanding the foregoing, the purposes of this
                  paragraph, "Taxes" shall not include any increases in
                  Taxes resulting from a "change in ownership" or
                  successive change in ownership (as defined in California
                  Revenue and Taxation code Sections 60 and 61 or any
                  successor or substitute statutes) of the Project or any
                  interest therein during the first five (5) year term. 
                  Notwithstanding the foregoing, Base Year Taxes shall
                  include all Taxes attributable to the fully built-out and
                  fully assessed Project, whether or not such assessment
                  occurs during the Base Year.

              2)  "Operating Expenses" shall mean all costs and expenses of
                  ownership, operation and maintenance of the Building and
                  the outside areas of the Project (excluding depreciation
                  on the buildings, all amounts paid on loans of Landlord,
                  real estate brokers' commissions, and expenses
                  capitalized for federal income tax purposes except as
                  specified herein) including by way of illustration but
                  not limited to: utilities, supplies, insurance; business
                  licenses, permits, inspections and other authorization
                  fees, charges, taxations and taxes; special charges or
                  assessments for services provided to the Project,
                  including without limitation sewer, water, fire or police
                  protection; cost of services of independent contractors
                  (including without limitation accounting and legal
                  services and property management fees); cost of
                  compensation (including employment taxes and fringe
                  benefits) of all persons who perform regular and
                  recurring duties connected with the day-to-day operation,
                  maintenance and repair of the buildings, their equipment
                  and the adjacent walks, malls, arcades, atriums,
                  balconies, roof gardens, parking area and landscaped
                  areas, including without limitation janitorial,
                  scavenger, gardening and landscaping, security, operating
                  engineer, elevator, painting, plumbing, electrical,
                  carpentry, heating, ventilation, air-conditioning, window
                  washing, signage and advertising (but excluding persons
     <PAGE>
                  performing services not uniformly available to or
                  performed for substantially all Project tenants);
                  maintenance and repair expenses, including but not
                  limited to capital expenditures required to meet changed
                  government regulations and governmental regulations for
                  environmental protection or energy conservation, (whether
                  or not capitalized for income tax purposes), and rental
                  expenses or a reasonable allowance for depreciation of
                  personal property used in the maintenance, operating and
                  repair of the Project; Landlord's reasonable
                  administration expense; and the cost of contesting the
                  validity, amount, or applicability of any governmental
                  enactments or other expenses which may affect Operating
                  Expenses.  If Landlord makes capital improvements in
                  response to changed government requirements or which have
                  the effect of reducing operating expenses, Landlord may
                  amortize the cost of such improvements (together with
                  interest thereon at the actual cost of such funds to
                  Landlord or, if such funds were not borrowed, at the
                  prime rate then in effect for the Bank of America) as an
                  operating expense in accordance with reasonable
                  accounting procedures, provided that in the case of
                  improvements which reduce expenses, such amortization
                  shall not be at a rate which exceeds the anticipated
                  savings in Operating Expenses.

                  Notwithstanding anything to the contrary contained in
                  this Paragraph 7 (E) (2), the term "Operating Expenses"
                  shall not include: (a) the cost of labor and employees
                  with respect to any employee above the level of building
                  manager; (b) the cost of labor and employees with respect
                  to any supervisory or other personnel not located at the
                  Project on a full-time basis unless such costs are
                  appropriately allocated between the Project and the other
                  responsibilities of such personnel; (c) the cost of
                  painting or decorating any leasable space in the Project;
                  (d) the cost of any alterations, improvements, or
                  replacements made to leasable space in the Project; (e)
                  cost of leasehold improvements and other preparations for
                  occupancy made for tenants; (f) amounts paid for legal or
                  other professional services in connection with the
                  leasing of space or in connection with relationships or
                  disputes with tenants or former tenants; (g) depreciation
                  and other noncash charges (except as hereinafter
                  provided); (h) interest on or amortization of debts; (i)
                  financing and refinancing costs; (j) brokerage
                  commissions; (k) cost of any work or services performed
                  of furnished to any tenant to the extent that same is not
                  provided to all tenants in the Project and is reimbursed
                  or can be reimbursed to Landlord; (l) the cost of
                  completion of the buildings in the Project; (m) the cost
                  of correcting any defects in construction; (n) expenses
     <PAGE>
                  for which Landlord is or will be reimbursed by insurance
                  proceeds or condemnation awards; (o) advertising and
                  promotional expenses; (p) income, transfer and franchise
                  taxes; (q) expenses which are properly allocable to
                  property other than the Project in which the Premises are
                  located; (4) rent, additional rent and other charges
                  payable under any ground lease or any lease superior to
                  this lease; (s) any insurance premium to the extent that
                  the cost thereof is reimbursed by any tenant or other
                  party; (t) the premium for earthquake insurance, if any,
                  carried by Landlord, unless such coverage is required by
                  an institutional lender providing financing for the
                  Project (in which case the portion of such premium that
                  represents an increase over what the premium for such
                  coverage would have been if it had been obtained during
                  the Base Year shall be an Operating Expense); (u) any
                  management or similar fee in excess of the customary fee
                  for similar properties located in the vicinity of the
                  Building; (v) any costs or other sums paid to any person
                  or entity related to or affiliated with Landlord to the
                  extent.  That same exceeds the reasonable and customary
                  cost thereof; (w) any repairs, replacement or other
                  expenses resulting from the negligence or misconduct of
                  Landlord or its employees or agents or that are due to
                  insurable casualties (other than an amount equal to what
                  would be a reasonable deductible for insurance coverage
                  for the casualty in question, which amount shall be an
                  Operating Expense if otherwise within the meaning of that
                  term as defined herein); (x) any real estate or other
                  taxes; (y) any items or amounts which are not reasonable
                  in amount and customarily included in operating expenses
                  for similar properties located in the vicinity of the
                  Building; and (z) costs incurred for any item or service
                  which is within the definition of the term Operating
                  Expense that typically would have been incurred by a
                  Landlord in owning, operating and maintaining a building
                  similar to the building but was not incurred by Landlord
                  during the Base Year, to the extent of Landlord's
                  reasonable estimate of what the amount of any such costs
                  would have been had it been incurred during the Base Year
                  (it being understood, however, that the amount of any
                  such costs in excess of the reasonably estimated Base
                  Year amount shall be an Operating Expense), provided,
                  however, that this exclusion shall not apply to repair
                  costs or other atypical costs incurred by Landlord after
                  the Base Year.

              3)  "Tenant's Share" is agreed to be 4.0% (based on the ratio
                  between the rentable square feet in the Premises and the
                  rentable square feet in the Building) for Operating
                  Expenses which relate only to the Building (such as
                  janitorial service and utilities in the Building,
     <PAGE>
                  maintenance and repair of the interior and exterior of
                  the Building and Building systems) and 1.6% (based on the
                  ratio between the rentable square feet in the Premises
                  and the rentable square feet in the Project) of Taxes and
                  those Operating Expenses which relate to the common areas
                  of the Project (such as outside area maintenance,
                  landscaping services and irrigation water, refuse
                  disposal and parking lost sweeping, resurfacing and
                  restriping) or benefit both buildings generally (such as
                  exterior window washing).

      8.  USE  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 the prior written 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 Building or any of its contents, or cause
          cancellation of any insurance policy covering said Building or
          any part thereof or any of its contents.  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.

      9.  COMPLIANCE WITH LAW  Tenant shall not use the Premises or permit
          anything to done in or about the Premises which will in any way
          conflict with any law, statute, ordinance or governmental rule or
          regulation now in force or which may hereafter be enacted or
          promulgated.  Tenant shall, at its sole cost and expense,
          promptly comply with all laws, statutes, ordinances and
          governmental rules now in force or which may hereafter be in
          force, and with the requirements of any board of fire insurance
          underwriters or other similar bodies now or hereafter
          constituted, relating to, or affecting the condition, use or
          occupancy of the Premises, excluding structural changes not
          related to or affected by Tenant's improvements or acts.  The
          judgment of any court of competent jurisdiction or the admission
          of Tenant in any action against Tenant, whether Landlord be a
          party thereto or not, that Tenant has violated any law, statute,
          ordinance or governmental rule, regulation or requirement, shall
          be conclusive of that fact as between the Landlord and Tenant.
     <PAGE>
     10.  ALTERATIONS AND ADDITIONS  Tenant shall not make or suffer to be
          made any alterations, additions or improvements to or of the
          Premises or any part thereof without the written consent of
          Landlord first had and obtained.  Any alterations, additions
          orimprovements to or of said Premises including, but not limited
          to, wallcovering, paneling, air conditioning units and built-in
          cabinet work, but excepting movable furniture and trade fixtures,
          shall on the expiration of the term become a part of the realty
          and belong to the Landlord and shall be surrendered with the
          Premises.  In the event Landlord consents to the making of any
          alterations, additions or improvements to the Premises by Tenant,
          the same shall be made by Tenant at Tenant's sole cost and
          expense, and any contractor or person selected by Tenant to make
          the same must be approved of in writing by the Landlord, which
          approval shall not unreasonably withheld.  Upon the expiration or
          sooner termination of the term hereof, Tenant shall, upon written
          demand by Landlord given at least thirty (30) days prior to the
          end of the term, at Tenant's sole cost and expense, forthwith and
          with all due diligence, remove any alterations, additions, or
          improvements made by Tenant, designated by Landlord to be
          removed, and Tenant shall, forthwith and with all due diligence
          at its sole cost and expense, repair any damage to the Premises
          caused by such removal.

     11.  REPAIRS

          A.  By taking possession of the Premises, Tenant shall be deemed
              to have accepted the Premises as being in good, sanitary
              order, condition and repair.  Tenant shall, at Tenant's sole
              cost and expense, keep the Premises and every part thereof in
              good condition and repair damage thereto from causes beyond
              the reasonable control of Tenant with ordinary wear and tear
              excepted.  Tenant shall, upon the expiration or sooner
              termination of this Lease hereof, surrender the Premises to
              the Landlord in good condition, ordinary wear and tear and
              damage from causes beyond the reasonable control of Tenant
              excepted.  Except as specifically provided in an addendum, if
              any, to this Lease, Landlord shall have no obligation
              whatsoever to alter, remodel, improve, repair, decorate or
              paint the Premises or any part thereof once the initial
              tenant improvements are completed and the parties hereto
              affirm that Landlord has made no representations to Tenant
              respecting the condition of the Premises or the Building
              except as specifically herein set forth.

          B.  Notwithstanding the provisions of Article 11.A. hereinabove,
              Landlord shall repair and maintain the structural portions of
              the Building, including the basic plumbing, air conditioning,
              heating and electrical systems installed or furnished by
              Landlord unless such maintenance and repairs are caused in
              part or in whole by the act, neglect, fault or omission of
              any duty by the Tenant, its agents, servants, employees or
     <PAGE>
              invitees, in which case Tenant shall pay to Landlord the
              reasonable cost of such maintenance and repairs.  Landlord
              shall not be liable for any failure to make any such repairs
              or to perform any maintenance unless such failure shall
              persist for an unreasonable time after written notice of the
              need of such repairs or maintenance is given to Landlord by
              Tenant.  Except as provided in Article 22 hereof, there shall
              be no abatement of rent and no liability of Landlord by
              reason of any injury to or interference with Tenant's
              business arising from the making of any repairs, alterations
              or improvements in or to any portion of the Building or the
              Premises, or in or to fixtures, appurtenances and equipment
              therein.  Tenant waives the right to make repairs at
              Landlord's expense under any law, statute or ordinance now or
              hereafter in effect.

     12.  LIENS  Tenant shall keep the premises and the property in which
          the Premises are situated free from any liens arising out of any
          work performed, materials furnished or obligations incurred by
          Tenant.  Landlord may require, at Landlord's sole option, that
          Tenant shall provide to Landlord, at Tenant's sole cost and
          expense, a lien and completion bond in an amount equal to one and
          one-half (1-1/2) times any and all estimated costs of any
          improvements, additions, or alterations in the Premises to insure
          Landlord against any liability for mechanics' and materialmen's
          liens and to insure completion of the work.

     13.  ASSIGNMENT AND SUBLETTING  Tenant shall not either voluntarily or
          by operation of law, assign, transfer, mortgage, pledge or
          encumber this Lease or any interest therein, and shall not sublet
          the said Premises or any part thereof, or any right or privilege
          appurtenant thereto, or suffer any other person (the employees,
          agents, servants and invitees of Tenant excepted) to occupy or
          use the said Premises or any portion thereof, without written
          consent of Landlord first had and obtained, which consent shall
          not be unreasonably withheld, provided however, that Landlord in
          the exercise of its good faith business judgment may refuse to
          approve the assignment or sublease and shall promptly provide
          Tenant with the reasons for its refusal.  In the event Tenant
          desires to assign this Lease or any interest therein or sublet
          all or part of the Premises, Tenant shall give Landlord written
          notice thereof, which notice shall include (i) the name of the
          proposed assignee, subtenant or occupant ("Transferee"), (ii)
          reasonable financial information regarding the Transferee, (iii)
          a description of the Transferee's business to be carried on in
          the Premises, and (iv) the terms of the assignment or sublease
          and a description of the portion of the Premises to be affected. 
          Tenant shall also provide Landlord such additional information
          regarding the Transferee or the proposed assignment or sublease
          as Landlord may reasonably request.
     <PAGE>
          In the case of a sublease other than to an affiliated party of
          Tenant approved by Landlord, Landlord may choose to terminate
          this Lease insofar as it relates to the space proposed to be
          subleased by Tenant and to lease such space for Landlord's
          account to any person, including the prospective subtenant
          identified by Tenant.

          Consent to one assignment, subletting, occupation or use by any
          other person shall not be deemed to a consent to any subsequent
          assignment, subletting, occupation or use by another person.  Any
          assignment or subletting without such consent shall be void, and
          shall, at the option of the Landlord, constitute a default under
          the Lease.

     14.  HOLD HARMLESS Tenant shall indemnify and hold harmless Landlord
          against and from any and all claims arising from Tenant's use of
          Premises for the conduct of its business or from any activity,
          work, or other thing done, permitted or suffered by the Tenant in
          or about the Building, and shall further indemnify and hold
          harmless Landlord against and from any and all claims arising
          from any breach or default in the performance of any obligation
          on Tenant's part to be performed under the terms of this Lease,
          or arising from any act or negligence of the tenant, or any
          officer, agent, employee, guest or invitee of Tenant, and from
          and against all costs, attorney's fees, expenses and liabilities
          incurred in or about any such claim or any action or proceeding
          brought thereon and in any case, action or proceeding brought
          against Landlord by reason of any such claim.  Tenant upon notice
          from Landlord shall defend the same at Tenant's expense by
          counsel reasonably satisfactory to Landlord.  Tenant as a
          material part of the consideration to Landlord hereby assumes all
          risk of damage to property or injury to persons, in, upon or
          about the Premises, from any cause other than Landlord's
          negligence or willful act, and Tenant hereby waives all claims in
          respect thereof against Landlord.

          Landlord or its agents shall not be liable for any damage to
          property entrusted to employees of the Building, nor for loss of
          damage to any property by theft or otherwise, nor for any injury
          to or damage to persons or property resulting from fire,
          explosion, falling plaster, steam, gas, electricity, water or
          rain which may leak dampness or any other cause whatsoever,
          unless caused by or due to the negligence or willful acts of
          Landlord, its agents, servants or employees.  Landlord or its
          agents shall not be liable for interference with the light or
          other incorporeal hereditaments, loss of business by Tenant, nor
          shall Landlord be liable for any latent defect in the premises or
          in the Building.  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.
     <PAGE>
     15.  SUBROGATION As long as their respective insurers so permit,
          Landlord and Tenant hereby mutually waive their respective rights
          of recovery against each other for any loss insured by fire,
          extended coverage and other property insurance policies existing
          for the benefit of the respective parties.  Each party shall
          obtain any special endorsements, if required by their insurer to
          evidence compliance with the aforementioned waiver.

     16.  LIABILITY INSURANCE Tenant shall, at Tenant's expense, obtain and
          keep in force during the term of this Lease, a policy of
          comprehensive public liability insurance insuring Landlord and
          Tenant against any liability arising out of the ownership, use,
          occupancy or maintenance of the Premises and all areas
          appurtenant thereto.  The limit of said insurance shall not,
          however, limit the liability of the Tenant hereunder.  Tenant may
          carry said insurance under a blanket policy, providing, however,
          said insurance by Tenant shall have a Landlord's protective
          liability endorsement attached thereto.  If Tenant shall fail to
          procure and maintain said insurance, Landlord may, but shall not
          be required to, procure and maintain same, but at the expense of
          Tenant.  Insurance required hereunder, shall be in companies
          rated A+ AAA or better in "Best's Insurance Guide." Tenant shall
          deliver to Landlord prior to occupancy of the Premises copies of
          policies of liability insurance required herein or certificates
          evidencing the existence and amounts of such insurance with loss
          payable clauses satisfactory to Landlord.  No policy shall be
          cancelable or subject to reduction of coverage except after ten
          (10) days prior written notice to Landlord.

     17.  SERVICES AND UTILITIES  Provided that Tenant is not in default
          hereunder, Landlord agrees to furnish to the Premises during
          reasonable hours of generally recognized business days, to be
          determined by Landlord at his sole discretion, and subject to the
          rules and regulations of the Building of which the Premises are a
          part, electricity for normal lighting and fractional horsepower
          office machines, heat and air conditioning required in Landlord's
          judgment for the comfortable use and occupation of the Premises,
          and janitorial service.  Landlord shall also maintain and keep
          lighted the common stairs, common entries and toilet rooms in the
          Building of which the Premises are a part.  Landlord shall not be
          liable for, and Tenant shall not be entitled to, any reduction of
          rent by reason of Landlord failure to furnish any of the
          foregoing when such failure is caused by accident, breakage,
          repairs, strikes, lockouts or other labor disturbances or labor
          disputes of any character, or by any other cause, similar or
          dissimilar, beyond the reasonable control of Landlord.  Landlord
          shall not be liable under any circumstances for a loss of or
          injury to property, however occurring, through or in connection
          with or incidental to failure to furnish any of the foregoing. 
          Whenever heat generating machines or equipment are used on the
          Premises which affect the temperature otherwise maintained by the
          air conditioning system, Landlord reserves the right to install
     <PAGE>
          supplementary air conditioning units in the Premises and the cost
          thereof, including the cost of installation and the cost of
          operation and maintenance thereof, shall be paid by Tenant to
          Landlord upon demand by Landlord.

     18.  PROPERTY TAXES  Tenant shall pay, or cause to be paid, before
          delinquency, any and all taxes levied or assessed and which
          become payable during the term hereof upon all Tenant's leasehold
          improvements, equipment, furniture, fixtures and personal
          property located in the Premises; except that which has been paid
          for by Landlord, and is the standard of the Building.  In the
          event any or all of the Tenant's leasehold improvements,
          equipment, furniture, fixtures and personal property shall be
          assessed and taxed with the Building, Tenant shall pay to
          Landlord its share of taxes within ten (10) days after delivery
          to Tenant by Landlord of a statement in writing setting forth the
          amount of such taxes applicable to Tenant's property.

     19.  RULES AND REGULATIONS  Tenant shall faithfully observe and comply
          with the rules and regulations that Landlord shall from time to
          time promulgate.  Landlord reserves the right from time to time
          to make all reasonable modifications to said rules.  The
          additions and modifications to those rules shall be binding upon
          Tenant upon delivery of a copy of them to Tenant.  Landlord shall
          not be responsible for the nonperformance of any said rules by
          any other tenants or occupants.

     20.  HOLDING OVER  If Tenant remains in possession of the Premises or
          any part thereof after the expiration of the term hereof, with
          the express written consent of Landlord, such occupancy shall be
          a tenancy from month-to-month at a rental in the amount of the
          last monthly rental, plus all other charges payable hereunder,
          and upon all the terms hereof applicable to a month-to-month
          tenancy.

     21.  ENTRY BY LANDLORD  reserves and shall at any and all times have
          the right to enter Premises, inspect the same, supply janitorial
          service and any other service to be provided by Landlord to
          Tenant hereunder, to submit said Premises to prospective
          purchasers or tenants, to post notices of non-responsibility, and
          to alter, improve or repair the Premises and any portion of the
          Building of which the Premises are a part of that Landlord may
          deem necessary or desirable, without abatement of rent and may
          for that purpose erect scaffolding and other necessary structures
          where reasonably required by the character of the work to be
          performed, always providing that the entrance to the Premises
          shall not be blocked thereby, and further providing that the
          business of the Tenant shall not be interfered with unreasonably. 
          Tenant hereby waives any claim for damages or for any injury or
          inconvenience to or interference with Tenant's business any loss
          of occupancy or quiet enjoyment of the Premises, and any other
          loss occasioned thereby.  
     <PAGE>
          For each of the aforesaid purposes, Landlord shall at all times
          have and retain a key with which to unlock all of the doors in,
          upon and about the Premises, excluding Tenant's vaults, safes and
          files, and Landlord shall have the right to use any and all means
          which Landlord may deem proper to open said doors in any
          emergency, in order to obtain entry to the Premises without
          liability to Tenant except for any failure to exercise due care
          for Tenant's property.  Any entry to the Premises obtained by
          Landlord by any of said means, or otherwise shall not under any
          circumstances be construed or deemed to be a forcible or unlawful
          entry into, or a detainer of, the Premises, or an eviction of
          Tenant from the Premises or any portion thereof.

     22.  RECONSTRUCTION  In the event the Premises of the Building of
          which the Premises are a part are damaged by fire or other perils
          covered by extended coverage insurance, Landlord agrees to
          forthwith repair the same, and this Lease shall remain in full
          force and effect, except that Tenant shall be entitled to a
          proportionate reduction of the rent while such repairs are being
          made, such proportionate reduction to be based upon the extent to
          which the making of such repairs shall materially interfere with
          the business carried on by the Tenant in the Premises.  If the
          damage is due to the fault or neglect of Tenant or its employees,
          there shall be no abatement of rent.

          In the event of the Premises or the Building of which the
          Premises are a part are damaged as a result of any cause other
          than the perils covered by fire or extended coverage insurance,
          then Landlord shall forthwith repair the same provided the extent
          of the destruction be less than ten percent (10%) of the then
          full replacement cost of the Premises or the Building of which
          the Premises are a part.  In the event the destruction of the
          Premises or the Building is to an extent greater than ten percent
          (10%) of the full replacement cost, then Landlord shall have the
          option (1) to repair or restore such damage, this Lease
          continuing in full force and effect, but the rent to be
          proportionately reduced as hereinabove in this Article provided;
          or (2) give notice to Tenant at any time within sixty (60) days
          after such damage terminating this Lease as of the date specified
          in such notice, which date shall be no less than thirty (30) days
          and no more than sixty (60) days after the giving of such notice. 
          In the event of giving such notice, this Lease shall expire and
          all interest of the Tenant in the Premises shall terminate on the
          date so specified in such notice and the rent, reduced by a
          proportionate amount, based upon the extent, if any, to which
          such damage materially interfered with the business carried on by
          the Tenant in the Premises, shall be paid up to date of said such
          termination.
     <PAGE>
          Notwithstanding anything to the contrary contained in this
          Article, Landlord shall not have any obligation whatsoever to
          repair, reconstruct or restore the damage to the Premises
          resulting from any casualty covered under this Article which
          occurs during the last twelve (12) months of the term of this
          Lease or any extension thereof

          Landlord shall not be required to repair any injury or damage by
          fire or other cause, or to make any repairs to replacements of
          any panels, decoration, office fixtures, railings, floor
          covering, partitions, or any property installed in the Premises
          by Tenant.

          The Tenant shall not be entitled to any compensation or damages
          from Landlord for loss of the use of the whole or any part of the
          premises, Tenant's personal property or any inconvenience or
          annoyance occasioned by such damage, repair, reconstruction or
          restoration.

     23.  DEFAULT The occurrence of any or more of the following events
          shall constitute a default and breach of this Lease by Tenant.

          A.  The vacating or abandonment of the Premises by Tenant.

          B.  The failure by Tenant to make any payment of rent or any
              other payment required to be made by Tenant hereunder, as and
              when due, where such failure shall continue for a period of
              ten (10) days after written notice thereof by Landlord to
              Tenant.

          C.  The failure by Tenant to observe or perform any of the
              covenants, conditions or provisions of this Lease to be
              observed or performed by the Tenant, other than described in
              Article 23.B. above, where such failure shall continue for a
              period of thirty (30) days after written notice thereof by
              Landlord to Tenant; provided, however, that if the nature of
              Tenant's default is such that more than thirty (30) days are
              reasonably required for its cure, then Tenant shall not be
              deemed to be in default if Tenant commences such cure within
              said thirty (30) day period and thereafter diligently
              prosecutes such cure to completion.

          D.  The making by Tenant of any general assignment or general
              arrangement for the benefit of creditors, or the filing by or
              against Tenant of a petition to have Tenant adjudged a
              bankrupt, or a petition or reorganization or arrangement
              under any law relating to bankruptcy (unless, in the case of
              a petition filed against Tenant, the same is dismissed with
              sixty (60) days); or the appointment of a trustee or a
              receiver to take possession of substantially all of Tenant's
              assets located at the Premises or of Tenant's interest in
              this Lease, where possession is not restored to Tenant within
     <PAGE>
              thirty (30) days; or the attachment, execution or other
              judicial seizure of substantially all of Tenant's assets
              located at the Premises or of Tenant's interests in this
              Lease, where such seizure is not discharged in thirty (30)
              days.

     24.  REMEDIES IN DEFAULT  In the event of any such material default or
          breach by Tenant, Landlord may at any time thereafter, with or
          without notice or demand and without limiting Landlord in the
          exercise of a right or remedy which Landlord may have by reason
          of such default or breach.

          A.  Terminate Tenant's right to possession of the Premises by any
              lawful means, in which case this Lease shall terminate and
              Tenant shall immediately surrender possession of the Premises
              to Landlord.  In such event, Landlord shall be entitled to
              recover from Tenant all damages incurred by necessary
              renovation and alteration of the Premises, reasonable
              attorney's fees, any real estate commission actually paid,
              the worth at the time of award by the court having
              jurisdiction thereof of the amount by which the unpaid rent
              for the balance of the term after the time of such award
              exceeds the amount of such rental loss for the same period
              that Tenant provides could be reasonably avoided, that
              portion of the leasing commission paid by Landlord and
              applicable to the unexpired term of this Lease.  Unpaid
              installments of rent or other sums shall bear interest from
              the date due at the rate of ten percent (10%) per annum.  In
              the event Tenant shall have abandoned the Premises, Landlord
              shall have the option of (a) taking possession of the
              Premises and recovering from Tenant the amount specified in
              this paragraph, or (b) proceeding under the provisions of the
              following Article 24.B.

          B.  Maintain Tenant's right to possession, in which case this
              Lease shall continued in effect whether or not Tenant shall
              have abandoned the Premises.  In such event, Landlord shall
              be entitled to enforce all of Landlord's right and remedies
              under this Lease, including the right to recover the rent as
              it becomes due hereunder.

          C.  Pursue any other remedy now or hereafter available to
              Landlord under the laws or judicial decision of the State in
              which the Premises are located.

     25.  EMINENT DOMAIN If more than twenty-five percent (25%) of the
          Premises shall be taken or appropriated by any public or
          quasi-public authority under the power of eminent domain, either
          party hereto shall have the right, at its option, to terminate
          this Lease, and Landlord shall be entitled to any and all income,
          rent, award or any interest therein whatsoever which may be paid
          or made in connection with such public or quasi-public use or
     <PAGE>
          purpose, and Tenant shall have no claim against Landlord for the
          value of any unexpired term of this Lease.  If either less than
          or more than twenty-five percent (25%) of the Premises is taken
          and neither party elects to terminate as herein provided, the
          rental thereafter to be paid shall be equitably reduced.  If any
          part of the Building other than the Premises may be so taken or
          appropriated, Landlord shall have the right at its option to
          terminate this Lease and shall be entitled to the entire award as
          above provided.

     26.  OFFSET STATEMENT Tenant shall at any time and from time to time
          upon not less than ten (10) days prior written notice from
          Landlord execute, acknowledge and deliver to Landlord a statement
          in writing (a) certifying that this Lease is unmodified and in
          full force and effect (or, if in full force and effect) and the
          date to which the rental and other charges are paid in advance,
          if any, and (b) acknowledging that there are not, to Tenant's
          knowledge, any uncured defaults on the part of the Landlord
          hereunder or specifying such defaults if any are claimed.  Any
          such statement may be relied upon by any prospective purchaser or
          encumbrances of all or any portion of the real property of which
          the Premises are a part.

     27.  PARKING  Tenant, its employees and guests shall have the right to
          use in common with other tenants or occupants of the Building the
          parking facilities of the Building without fees or charges.

     28.  AUTHORITY OF PARTIES

          A.  CORPORATE AUTHORITY.  If Tenant is a corporation, each
              individual executing this Lease on behalf of said corporation
              represents and warrants that he is duly authorized to execute
              and deliver this Lease on behalf of said corporation, in
              accordance with a duly adopted resolution, of the board of
              directors of said corporation or accordance with the by-laws
              of said corporation, and that this Lease is binding upon said
              corporation in accordance with its terms.

          B.  LIMITED PARTNERSHIPS.  If the Landlord herein is a limited
              partnership, it is understood and agreed that any claims by
              Tenant on Landlord shall be limited to the assets of the
              limited partnership, and furthermore, Tenant expressly waives
              any and all rights to proceed against the individual partners
              or the officers, directors or shareholders of any corporate
              partner, except to the extent of their interest in said
              limited partnership.

     29.  GENERAL PROVISIONS

          (i)     PLATS AND RIDERS.  Clauses, plats and riders, if any,
                  signed by the Landlord and the Tenant and endorsed on or
                  affixed to this Lease are a part hereof.
     <PAGE>
          (ii)    WAIVER.  The waiver by Landlord of any term, covenant or
                  condition herein contained shall not be deemed to be a
                  waiver of such term, covenant or condition on any
                  subsequent breach of the same or any other term, covenant
                  or condition herein contained.  The subsequent
                  acceptances of rent hereunder by Landlord shall not be a
                  waiver of any preceding breach by Tenant of any term,
                  covenant or condition of this Lease, other than the
                  failure of the Tenant to pay the particular rental so
                  accepted, regardless of Landlord's knowledge of such
                  preceding breach at the time of the acceptance of such
                  rent.

          (iii)   NOTICES.  All notices and demands which may or are to be
                  required or permitted to be given by either party to the
                  other hereunder shall be in writing.  All notices and
                  demands by the Landlord to the Tenant shall be sent by
                  United States Mail, postage prepaid, addressed to the
                  tenant at the Premises, or to such other places and
                  Tenant may from time to time designate in a notice to the
                  Landlord.  All notices and demands by the Tenant to the
                  Landlord shall be sent by United States Mail, postage
                  prepaid, addressed to the Landlord at 100 Smith Ranch
                  Road, Suite 325, San Rafael, California 94903, or to such
                  other person or place as the Landlord may from time to
                  time designate in a notice to the Tenant.

          (iv)    JOINT OBLIGATION.  If there be more than one Tenant the
                  obligations hereunder imposed upon Tenant shall be joint
                  and several.

          (v)     MARGINAL HEADINGS.  The marginal headings and titles to
                  the Articles of this Lease are not a part of this Lease
                  and shall have no effect upon the construction or
                  interpretation of any part hereof.

          (vi)    TIME.  Time is of the essence of this Lease and each and
                  all of its provisions in which performance is a factor. 

          (vii)   SUCCESSORS AND ASSIGNS.  The covenants and conditions
                  herein contained, subject to the provisions as to
                  assignment, apply to and bind the heirs, successors,
                  executors, administrators and assigns of the parties
                  hereto.

          (viii)  RECORDATION.  Neither Landlord nor Tenant shall record
                  this Lease or a short form memorandum hereof without the
                  prior written consent of the other party.
     <PAGE>
          (ix)    QUIET POSSESSION.  Upon Tenant paying the rent reserved
                  hereunder and observing and performing all of the
                  covenants, conditions and provisions on Tenant's part to
                  be observed and performed hereunder, Tenant shall have
                  quiet possession of the Premises for the entire term
                  hereof, subject to all the provisions of this Lease.

          (x)     LATE CHARGES.  Tenant hereto acknowledges that late
                  payment by Tenant to Landlord of rent or other sums due
                  hereunder will cause Landlord to incur costs not
                  contemplated by this Lease, the exact amount of which
                  will be extremely difficult to ascertain.  Such costs
                  include, but are not limited to, processing and
                  accounting charges, and late charges which may be imposed
                  upon Landlord by terms of any mortgage or trust deed
                  covering the Premises.  Accordingly, if any installment
                  of rent or of a sum due from Tenant shall not be received
                  by Landlord or Landlord's designee within then (10) days
                  after said amount is due, the Tenant shall pay to
                  Landlord a late charge equal to ten percent (10%) of such
                  overdue amount.  The parties hereby agree that such late
                  charges represent a fair and reasonable estimate of the
                  cost that Landlord will incur by reason of the late
                  payment by Tenant.  Acceptance of such late charges by
                  Landlord shall in no event constitute a waiver of
                  Tenant's default with respect to such overdue amount, nor
                  prevent Landlord from exercising any of the other rights
                  and remedies granted hereunder.

          (xi)    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 provision
                  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.

          (xii)   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 the Landlord.
     <PAGE>
          (xiii)  ATTORNEY'S FEES.  In the event of any action or
                  proceeding brought by either party against the other
                  under this Lease the prevailing party shall be entitled
                  to recover all costs and expenses including the fees of
                  its attorneys in such action or proceeding in such amount
                  as the court may adjudge reasonable attorney's fees.

          (xix)   SALE OF PREMISES BY LANDLORD.  In the event of any sale
                  of the Building, Landlord shall be and is hereby entirely
                  freed and relieved of all liability under and all of its
                  covenants and obligations contained in or derived from
                  the Lease arising out of any act, occurrence or omission
                  occurring after the consummation of such sale; and the
                  purchaser, at such sale or any subsequent sale of the
                  Premises shall be deemed, without any further agreement
                  between the parties or their successors in interest or
                  between the parties and any such purchaser to have
                  assumed and agreed to carry out any and all of the
                  covenants and obligations of the Landlord under this
                  lease.

          (xv)    SUBORDINATION ATTORNMENT.  Upon request of the Landlord,
                  Tenant will in writing subordinate its rights hereunder
                  to the lien of any first mortgage, or first deed of trust
                  to any bank, insurance company or other lending
                  institution, now or hereafter in force against the land
                  and Building of which the Premises are a part, and upon
                  any buildings hereafter placed upon the land of which the
                  Premises are a part, and to all advances made or
                  hereafter to be made upon the security thereof.

          (xvi)   In the event any proceedings are brought for foreclosure,
                  or in the event of the exercise of power of sale under
                  any mortgage or deed of trust made by the Landlord
                  covering the Premises, the Tenant shall attorn to the
                  purchaser upon any such foreclosure or sale and recognize
                  such purchaser upon any such foreclosure or sale and
                  recognize such purchaser as the Landlord under this
                  Lease.

          (xvii)  NAME.  Tenant shall not use the name of the Building or
                  of the development in which the Building is situated for
                  any purpose other than as an address of the business to
                  be conducted by the Tenant in the Premises.

          (xviii) SEPARABILITY.  Any provision of this Lease which shall
                  prove to be invalid, void or illegal shall in no way
                  effect, impair or invalidate any other provision hereof
                  and such other provisions shall remain in full force and
                  effect.
     <PAGE>
          (xix)   CUMULATIVE REMEDIES.  No remedy or election hereunder
                  shall be deemed exclusive but shall, wherever possible,
                  be cumulative with all other remedies at law or in
                  equity.

          (xx)    CHOICE OF LAW.  This Lease shall be governed by the laws
                  of the State in which the Premises are located. 

          (xxi)   SIGNS AND AUCTIONS.  Tenant shall not place any sign upon
                  the Premises of Building or conduct any auction thereon
                  without Landlord's prior written consent.

     30.  BROKERS  Tenant warrants that it has had no dealings with any
          real estate broker or agents in connection with the negotiation
          of this Lease excepting only Jack Wilkinson of Wilkinson Real
          Estate Services and it knows of no other real estate broker or
          agent who is entitled to a commission in connection with this
          Lease.

     The Joseph Pell and Eda Pell Revocable    Ambassadors Performance
       Ambassador Performance Group, Inc.        Group, Inc.
       Trust Dated August 19, 1989

     /s/ Joseph Pell                           /s/ Ronald L. Merriman
     --------------------------------------    ----------------------------
                                               President

     7-30-98
     --------------------------------------
     <PAGE>
                               ADDENDUM TO LEASE 
                  BY AND BETWEEN THE JOSEPH PELL AND EDA PELL 
                      REVOCABLE TRUST DATED AUGUST 19,1989 
                                  ("LANDLORD") 
                                      AND 
                       AMBASSADOR PERFORMANCE GROUP, INC. 
                                 ("THE TENANT") 
                                     DATED 
                                  JULY 24, 1998

      1.  TENANT IMPROVEMENTS

          Landlord shall, prior to commencement of the lease term,
          construct tenant improvements in the building standard based on
          the space plan prepared by David Wahler & Associates dated
          7/22/98.  All tenant improvement work shall be at Landlord's
          expense.  Any tenant improvement work which is not shown on
          Exhibit B shall be extra and tenant shall be required to
          authorize and pay for any such changes or additions to the tenant
          improvements.

          Tenant shall be responsible for installation of all wiring,
          connections and coverplates for all phone equipment and computer
          equipment.

                                        Landlord:  /s/ Joseph Pell
                                                  -------------------------

                                        Tenant:   /s/ Ronald L. Merriman
                                                  -------------------------
     <PAGE>
                                    SITE PLAN

        [Exhibit A-1 contains a site plan of Pell Office Plaza, Novato,
        California, including the locations of 500 Redwood Boulevard and
        504 Redwood Boulevard relative to Hwy 101]
     <PAGE>
        [Exhibit A contains a blueprint of Ambassadors Performance Group
        premises at 504 Redwood Boulevard, Novato, California]
     <PAGE>
        [Exhibit B contains a diagram of New Spaces for Ambassador at
        Pell Office Plaza, in a scale of 1/8" = 1'0", and dated 7/22/98]
     <PAGE>
                               Pell Office Plaza 
                              Rules and Regulations


      1.  COMMON AREAS.  Tenant will not obstruct the sidewalks, parking
          areas, halls, passages, exits, entrances, elevators, stairways or
          other common areas of the Project and the building, and Tenant
          will not use these areas for any purpose other than ingress and
          egress to and from the premises.  These areas, except for the
          sidewalks and parking areas, are not open to the general public
          and Landlord reserves the right to control and prevent access to
          them of any person whose presence, in Landlord's opinion, would
          be prejudicial to the safety of the Project and its tenants, or
          who is intoxicated or under the influence of alcohol or drugs, or
          who shall in any manner do any act in violation of these rules
          and regulations.

      2.  SIGNAGE.  Subject to any express provisions in the lease, no
          sign, placard, pictures, advertisement, name or notice visible
          from the exterior of the premises shall be inscribed, painted,
          printed, affixed or otherwise displayed by Tenant on or in any
          part of the outside or inside of the building without the written
          consent of the Landlord first had and obtained and Landlord shall
          have the right to remove any such sign, placard, picture,
          advertisement, name or notice without notice to and at the
          expense of Tenant.  All approved signs or lettering shall be
          inscribed, painted, printed or affixed at the expense of tenant
          by a person approved of by Landlord, said approval not to be
          unreasonably withheld.  Tenant shall not place anything or allow
          anything to be placed near the glass of any window, door,
          partition or wall visible from the outside the premises that is
          inconsistent with the operation and maintenance of a first class
          office building.

      3.  KEYS AND LOCKS.  Landlord shall furnish Tenant two (2) keys to
          each door or lock in the premises.  Landlord may make a
          reasonable charge for any additional or replacement keys.  Tenant
          shall not alter any lock or install any new or additional locks
          or any bolts on any doors or windows of the premises, or on any
          other part of the building without the prior written consent of
          Landlord and, in any event, Tenant will provide Landlord with a
          key or a combination for any such lock.  On termination of the
          lease, Tenant will deliver all keys to any locks or doors in the
          premises or the building which Tenant has in its possession or
          under its control.

      4.  NO ACCESS TO ROOF.  Tenant has no right of access to the roof of
          the building and will not install, repair or place any antenna,
          aerial, aerial wires, fan, air conditioner or other device on the
          roof of the building without the prior written consent of
          Landlord, which consent shall not be unreasonably withheld.  Any
          such device installed without such written consent is subject to
     <PAGE>
          removal at Tenant's expense without notice at any time.  In any
          event, Tenant will be liable for any damages or repairs incurred
          or required as a result of its installation, use, repair,
          maintenance or removal of such devices on the roof and agrees to
          indemnify and hold harmless Landlord from any liability, loss,
          damage, cost or expense, including reasonable attorneys' fees,
          arising from any activities of Tenant or its agents, employees,
          contractors or invitees on the roof of the building.

      5.  FLOOR LOAD.  Tenant shall not overload the floor of the premises
          or in any way deface the premises or any part thereof.

      6.  FREIGHT; HEAVY OBJECTS.  Upon not less than eight (8) hours prior
          notice to Landlord, which notice may be verbal, an elevator will
          be made available for Tenant's use for transportation of freight,
          subject to such scheduling as Landlord in its discretion deems
          appropriate and to the other restrictions contained herein
          regarding any such freight.  Tenant shall not transport freight
          in loads exceeding the weight limitations of any such elevator. 
          No furniture, freight or equipment of any kind shall be brought
          into the building without the prior notice of Landlord and all
          moving of the same into or out of the building shall be done at
          such time and in such manner as Landlord shall designate. 
          Landlord shall have the right to prescribe the weight, size and
          position of all safes and other heavy equipment brought into the
          building and also the times and manner of moving the same in and
          out of the building.  Safes or other heavy objects shall, if
          considered necessary by Landlord, stand on supports of such
          thickness as is necessary to properly distribute the weight. 
          Landlord will not be responsible for loss of damage to any such
          safe or property from any cause and all damage done to the
          premises or the building by moving or maintaining any such safe
          or other property shall be repaired at the expense of the Tenant.

      7.  NUISANCES; DANGEROUS SUBSTANCES.  Neither the Tenant nor any
          agent, employee, contractor or invitee of Tenant shall use, keep
          or permit to be used or kept in the premises any foul or noxious
          gas or substance, kerosene, gasoline or inflammable or
          combustible fluid or material, or permit or suffer the premises
          or the Project's common areas to be occupied or used in a manner
          that produces noise, odors, vibrations, and/or conduct that is
          inconsistent with the operation and maintenance of a first class
          office building, or interfere in any way with other tenants or
          those having business therein, nor shall any animals or birds be
          brought in or kept in or about the premises or the Project.

      8.  MISCELLANEOUS PROHIBITED USES.  No cooking or similar food
          preparation shall be done or permitted by Tenant on the premises
          (other than one UL-approved microwave oven in Tenant's "break
          room," or to the extent otherwise contemplated by the Final Plans
          for the tenant improvements for the premises or otherwise
          approved by Landlord), nor shall the premises be used for the
     <PAGE>
          storage of merchandise held for sale or for the sale of
          merchandise to the general public, for washing clothes, for
          lodging, or for any improper, objectionable or immoral purposes.

      9.  HEATING AND AIR CONDITIONING.  Tenant shall not use any method of
          heating or air conditioning other than that supplied by Landlord.

     10.  ELECTRICAL INSTALLATIONS.  Landlord will direct Tenant's
          electricians, if any, as to where and how telephone, telegraph
          and electrical wires are to be installed.  No boring or cutting
          for wires will be allowed without the prior written consent of
          the Landlord.  The location of telephones, call boxes, burglar
          alarms, smoke detectors and other office equipment affixed to the
          premises shall be subject to the prior written approval of
          Landlord.

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

     12.  SECURITY.  On Saturdays, Sundays and legal holidays and on other
          days between the hours of 6:00 p.m. and 8:00 a.m. the following
          day, access to the building, or to the halls, corridors,
          elevators or stairways in the building, or to the premises may be
          refused unless the person seeking access is known to the person
          or employee of the building in charge and has a pass or is
          properly identified; provided, however, that this provision shall
          not be construed to require the Landlord to provide building
          security other than as may be provided in the lease.  The
          Landlord shall in no case be liable for damages for any error
          with regard to the admission to or exclusion from the building or
          the premises of any person.  In case of invasion, mob, riot,
          public excitement, or other commotion, the Landlord reserves the
          right to prevent access to the building during the continuance of
          the same by closing of the doors or otherwise for safety of the
          tenants and protection of property in the building and the
          Project.

     13.  VENDING MACHINES.  No vending machine or machines of any
          description shall be installed, maintained or operated upon the
          premises without the prior written consent of the Landlord.

     14.  BUILDING ADDRESS.  Landlord shall have the right, exercisable
          without notice and without liability to Tenant, to change the
          name and street address of the Project and/or the building of
          which the premises are a part.
     <PAGE>
     15.  BUILDING NAME.  Without the prior written consent of Landlord,
          Tenant shall not use the name of the Project in connection with
          or in promoting or advertising the Tenant's business, except as
          Tenant's address.

     16.  OFFICE CLOSING PROCEDURES.  Tenant will be responsible for making
          sure that the doors of the premises are closed and locked and
          that all water faucets, water apparatus and utilities are shut
          off before Tenant or its employees leave the premises, so as to
          prevent waste or damage.  Tenant will keep the doors to the
          building corridors closed at all times except for normal ingress
          and egress.

     17.  BUILDING DIRECTORY.  In any building in the Project occupied by
          more than one Tenant, a directory will be provided for the
          display of the name and location of tenants.  Landlord reserves
          the right to approve any additional names Tenant desires to place
          in the directory and, if so approved, Landlord may assess a
          reasonable charge for adding such additional names.

     18.  WINDOW COVERINGS.  No curtains, draperies, blinds, shutters,
          shades, awnings, screens or other coverings, window ventilators,
          hangings, decorations or similar equipment shall be attached to,
          hung or placed in, or used in connection with any window of the
          premises without the prior written consent of Landlord.

     19.  USE OF HAND TRUCKS.  Tenant will not use or permit to be used in
          the premises or the common areas of the building in which the
          premises are located any hand trucks, carts or dollies except
          those equipped with rubber tires and side guards or such other
          equipment as Landlord may approve, and Tenant shall be liable for
          all damage to the premises and the common areas resulting from
          the use of any such equipment.

     20.  REFUSE.  Tenant will store all its trash and garbage within the
          premises.  No material will be placed in the trash boxes or
          receptacles if such material may not be disposed of in the
          ordinary and customary manner of removing and disposing of trash
          and garbage in the city in which the Project is located without
          being in violation of any law, ordinance or rule governing such
          disposal.  All trash and garbage removal will be only through
          common areas as are provided for such purposes and at such times
          as Landlord may designate. 

     21.  LANDLORD'S CONTROL.  Landlord shall have the right to control and
          operate the common areas of the Project, including the public
          facilities and facilities furnished for the common use of
          tenants, and the heating and air conditioning and other services
          provided for tenants, in such manner as it deems best for the
          benefit of the tenants generally, provided that Landlord
          exercises its rights hereunder in a manner that is consistent
          with the operation and maintenance of a first class office
          building.
     <PAGE>
     22.  SOLICITING.  Canvassing, peddling, soliciting and distribution of
          handbills or any other written materials in the Project are
          prohibited and Tenant will cooperate to prevent same.

     23.  PARKING.  Tenant will use and will cause its agents, employees,
          contractors and invitees to use the parking spaces to which it is
          entitled under the lease in a manner consistent with Landlord's
          directional signs and markings in the parking facility. 
          Specifically, but without limitation, Tenant will not park, nor
          permit its agents, employees, contractors or invitees to park, in
          a manner that impedes access to and from the Project or any
          building or the parking facility or that violates such
          reservations for handicapped drivers registered as such with the
          California Department of Motor Vehicles.  Landlord may use such
          reasonable means as necessary to enforce the directional signs
          and markings in the parking facility, including but not limited
          to towing services, and Landlord will not be liable for any
          damage to vehicles towed as a result of non-compliance with such
          parking regulations.

     24.  FIRE, SECURITY AND SAFETY REGULATIONS.  Tenant will comply with
          all safety, security, fire protection and evacuation measures and
          procedures established by Landlord or any governmental entry to
          the premises closed. 

     25.  RESPONSIBILITY FOR THEFT.  Tenant assumes any and all
          responsibility for protecting the premises from theft, robbery
          and pilferage, which includes keeping doors locked and other
          means of entry to the premises closed.

     26.  SALES AND AUCTIONS.  Tenant will not display or sell merchandise
          outside the exterior walls and doorways of the premises nor use
          such areas for storage.  Tenant will not install any exterior
          lighting, amplifiers or similar devices or use in or about the
          premises an advertising medium which may be heard or seen outside
          the premises, including flashing lights, searchlights,
          loudspeakers, phonographs or radio broadcasts. Tenant will not
          conduct or permit to be conducted any sale by auction in, upon or
          from the premises or elsewhere in the Project, whether said
          auction be voluntary, involuntary, pursuant to any assignment for
          the payment of creditors or pursuant to any bankruptcy or other
          insolvency proceeding.

     27.  ENFORCEMENT.  Landlord shall enforce these rules in a reasonable,
          nondiscriminatory manner; provided, however, that this shall not
          preclude Landlord from waiving any one or more of these building
          rules for the benefit of any particular tenant or tenants so long
          as such waiver is reasonable under the circumstances, and no such
          waiver by Landlord will be construed as a waiver of such building
          rules in favor of any other tenant or tenants nor prevent
          Landlord from thereafter enforcing these building rules against
          any or all of the tenants of the Project.
     <PAGE>
     28.  EFFECT ON LEASE.  These building rules are in addition to and
          shall not be construed to in any way modify or amend, in whole or
          in part, the terms, covenants, agreements and conditions of the
          lease.  Violation of these building rules constitutes a failure
          to fully perform the provisions of the lease.

     29.  ADDITIONAL AND AMENDED RULES.  Landlord reserves the right to
          rescind or amend these building rules and/or to adopt any other
          reasonable rules and regulations as in its judgment may from time
          to time be needed for the safety, care and cleanliness of the
          Project and for the preservation of good order therein; provided,
          however, that any such amendment or new rules shall not take
          effect upon less than fifteen (15) days prior written notice to
          Tenant.
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