EXHIBIT 10.75
                              NET INDUSTRIAL LEASE



                    THIS LEASE IS BETWEEN NONAR ENTERPRISES,

                 A CALIFORNIA GENERAL PARTNERSHIP ("LANDLORD"),


                                       AND


                         IPAC PRECISION MACHINING, INC.

                      A CALIFORNIA CORPORATION ("TENANT"),


                        EXECUTED AS OF NOVEMBER 18, 2000

<PAGE>
                                TABLE OF CONTENTS
                                -----------------

1.     LEASE  OF  PREMISES.                    3
2.     EXHIBITS  AND  ADDENDA.                    3
3.     DEFINITIONS                    3
4.     DELIVERY  OF  POSSESSION.                    5
5.     ACCEPTANCE.                    6
6.     USE,  LIMITATIONS.                    6
7.     RENT.                    9
8.     LATE  CHARGES.                    9
9.     SECURITY  DEPOSIT.                    10
10.     OPTION  TO  EXTEND.                    10
11.     ADDITIONAL  SPACE  -  RIGHT  OF  FIRST  REFUSAL.               10
12.     OPERATING  EXPENSES.                    10
13.     TAXES;  ASSESSMENTS.                    11
14.     MAINTENANCE.                    12
15.     UTILITIES  AND  SERVICES.                    14
16.     INDEMNITY  AND  EXCULPATION.               15
17.     INSURANCE.                    15
18.     ALTERATIONS.                    17
19.     MECHANICS'  LIENS.                    18
20.     DESTRUCTION.                    18
21.     CONDEMNATION.                    19
22.     ASSIGNMENT.                    20
23.     DEFAULT.                    22
24.     ADVERTISING.                    25
25.     NO  PUBLIC  DISCLOSURES.                    25
26.     LANDLORD'S  ENTRY  ON  PREMISES.               26
27.     OFFSET  STATEMENT,  ATTORNMENT,  SUBORDINATION.               26
28.     NOTICE.                    27
29.     WAIVER.                    27
30.     SALE  OR  TRANSFER  OF  PREMISES.               28
31.     HOLDING  OVER.                    28
32.     SURRENDER  OF  PREMISES.                    28
33.     ABANDONMENT.                    29
34.     ATTORNEYS'  FEES.                    29
35.     ACCESS;  CHANGES  IN  BUILDING  FACILITIES;  NAME.               29
36.     QUIET  ENJOYMENT.                    29
37.     FORCE  MAJEUR.                    29
38.     RELATIONSHIP  OF  PARTIES.                    30
39.     GENERAL  PROVISIONS.                    30


                              NET INDUSTRIAL LEASE
          This Lease between NONAR ENTERPRISES, a California general partnership
("Landlord"),  and  IPAC  PRECISION  MACHINING,  INC.,  a California corporation
("Tenant"),  executed  as  of  November  18,  2000.

1.     LEASE  OF  PREMISES.

1.1.     In  consideration of the Rent (as defined in the Article titled "Rent")
and  the  provisions  of this Lease, Landlord leases to Tenant and Tenant leases
from  Landlord  the Premises described in the Article titled "Definitions."  The
Premises  are  located  within  the  Building  described  in  the Article titled
"Definitions."  Tenant  shall  have  the  non-exclusive  right (unless otherwise
provided  herein)  in  common  with  Landlord,  other  tenants,  subtenants  and
invitees,  to use of the Project Enhancement Areas And Unit Shared Use Areas (as
defined  in  the  Article  titled  "Definitions").

1.2.     Tenant  has  examined  the  Premises  and  is  fully  informed of their
condition.

1.3.     This  Lease  confers  no rights either with regard to the subsurface of
the land below the ground level of the Premises or with regard to airspace above
the  top  of  the  roof  of  the  building  that  is  a  part  of  the Premises.

2.     EXHIBITS  AND  ADDENDA.
The  exhibits  and  addenda  listed below (unless lined out) are incorporated by
reference  in  this  Lease:

2.1.     Exhibit  "A"  -  Site Plan designating the Premises, Building, Unit and
Project  Enhancement  Areas.

2.2.     Exhibit  "B"  -  Rules  and  Regulations.

2.3.     Exhibit  "C"  -  Floor  Plan  and  Tenant Improvements to the Premises.

2.4.     Exhibit  "D"  -  Hazardous  Materials  Addendum.

3.     DEFINITIONS
As  used  in  this Lease, the following terms shall have the following meanings:

3.1.     Base  Rent:  Commencing  November  18,  2000,  the Base Rent shall be $
29,441.00  per  month.

3.2.     Building:  The  building  in  the  Project  containing  the  Premises.

3.3.     Commencement  Date:  November  18,  2000.

3.4.     Cost  of  Living  Adjustment  Range:     Minimum  3  %     Maximum 3 %.

3.5.     Expiration  Date:  June 30, 2008, unless otherwise sooner terminated in
accordance  with  the  provisions  of  this  Lease.

3.6.     Landlord's  Mailing  Address:     NONAR  ENTERPRISES
4275  Executive  Square,  Suite  1020,  La  Jolla,  California  92037
     Attention:  Michael  P.  Cafagna,  General  Partner

3.7.     Tenant's  Mailing  Address:      IPAC  PRECISION  MACHINING,  INC.
                         1375  Specialty  Drive,  A,  Vista,  CA  92083
                         Attention:  Patrick  W.  Moore, Chief Executive Officer

3.8.     Operating  Expenses:  All direct costs of operation and maintenance, as
determined  by  standard  accounting  practices,  including, but not limited to,
Common  Area  expenses,  real  property  taxes, insurance, maintenance, repairs,
utilities,  management  fees,  pest  control,  services  and  reserves.

3.9.     Parking:Tenant  shall  be permitted to park One Hundred (100) cars on a
non-exclusive  basis  in  the  area(s)  designated  by  Landlord  for  parking.

3.10.     Premises:  That  portion  of  the  Project  located  at 1375 Specialty
Drive,  Vista,  California, Suite A  containing approximately 58,382 square feet
of  Rentable  Area,  shown  by diagonal lines on Exhibit "C."  Landlord does not
purport  to  represent this figure as an accurate measurement.  Measurements are
to  the  drip-line  of  the  exterior  walls and include a pro-rata share of the
electric  meter  room.

3.11.     Project:  A  multi-tenant  industrial/office/commercial  real property
development  of Landlord and Landlord's affiliates located in Vista, California.
The  Project includes the land, the buildings and all other improvements located
thereon,  including the Project Enhancement Areas And The Unit Shared Use Areas.
The  Project  is  known  as  the  Rancho  Vista  Business  Park

3.12.     Project  Enhancement  Areas: Specific areas of one or more lots within
the  Project  which  have  been designated to be used for the enhancement of the
Project.  Project  Enhancement  Areas  may  include,  but  are  not  limited to,
landscaped  areas  containing  lighted  monument  signs  for  the  Project.

3.13.     Project  Enhancement  Area Expenses: All direct costs of operation and
maintenance  of  the  Project  Enhancement  Areas,  as  determined  by  standard
accounting  practices,  including,  but  not limited to, electrical lighting for
Project  monument signs, water for landscaping, landscape maintenance and repair
and  reserves.

3.14.     Rentable  Area:  As to the Premises, the measurements of floor area as
may,  from  time  to  time, be subject to lease by Tenant and all tenants of the
Building  respectively,  as  determined  by Landlord and applied on a consistent
basis  throughout  the  Building.

3.15.     Security  Deposit  (See  the  Article  titled  "Security  Deposit"): $
29,441.00.  The  portion  of the Security Deposit which shall be designated as a
Cleaning  Deposit  shall  be  $2,944.10.

3.16.     Tenant's  First  Adjustment  Date  (See  the  Article  titled "Rent"):
December  1,  2001.

3.17.     Tenant's  Pro  Rata  Share of the Building: Tenant's Pro Rata Share of
the  Building  is a fraction, the numerator of which is the Rentable Area of the
Premises  (as determined by Landlord), and the denominator of which is the total
Rentable  Area  of  all tenants in the Building (as determined by Landlord).  If
Rentable  Area  is  added  to  or  removed  from  the  Building,  Landlord shall
recalculate  the fractions described in this Section for purposes of this Lease.

3.18.     Tenant's  Pro  Rata Share of the Project:  Such share is calculated as
follows: Tenant's Pro Rata Share of the Building times a fraction, the numerator
of which is the gross square footage of the lot on which the Premises is located
(as  determined  by  Landlord),  and  the denominator of which is 2,617,630 (the
total gross square footage of the Project).  If land is added to or removed from
the  Project,  Landlord  shall recalculate the total gross square footage of the
Project  for  purposes  of  this  Lease.

3.19.     Tenant's  Pro  Rata  Share  of  the  Unit: Such share is calculated as
follows: Tenant's Pro Rata Share of the Building times a fraction, the numerator
of  which  is  the  gross  square  footage  of  the lot on which the Premises is
located,  and  the denominator of which is the total gross square footage of all
the  lots  in  the Unit, as determined by Landlord from time to time. If land is
added  to  or  removed  from  the  any  of  the lots in the Unit, Landlord shall
recalculate  the  total  gross square footages of the lots and the corresponding
fractions  for  purposes  of  this  Lease.

3.20.     Tenant's  Use  Clause  (See  the  Article  titled "Use, Limitations"):
Precision  sheet  metal  and  related  activities.

3.21.     Term:  The  period commencing on the Commencement Date and expiring at
midnight  on  the  Expiration  Date.

3.22.     Trade  Name:  IPAC  AND  NMT.

3.23.     Unit:  A portion of the Project consisting of one or more lots and one
or more Buildings, one of which contains the Premises, as designated on the Site
Plan  attached  hereto  as  Exhibit  "A".

3.24.     Unit  Shared  Use  Area: All areas of a lot within the Unit except for
Buildings  and  Exclusive  Use  Areas,  if  any.

3.25.     Unit  Shared  Use  Area  Expenses:  All  direct costs of operation and
maintenance  of the Unit Shared Use Areas of the Unit, as determined by standard
accounting practices, including, but not limited to, exterior lighting, exterior
water,  landscape  maintenance  and  repair, porter, parking lot maintenance and
repair,  trash  collection  services  and  reserves.

3.26.     Miscellaneous  Definitions:

ALTERATION:  any addition or change to, or modification of, the Premises made by
Tenant  after the fixturing period, including, without limitation, fixtures, but
excluding  trade  fixtures,  and  Tenant  Improvements.

AUTHORIZED  REPRESENTATIVE:  any  officer,  agent,  employee,  or  independent
contractor  retained  or employed by either Party, acting within authority given
him  by  that  Party.
CLAIMS:  all  claims,  actions, demands, liabilities, damages, costs, penalties,
forfeitures,  losses  or  expenses,  including,  without  limitation, reasonable
attorneys'  fees  and  the  costs and expenses of enforcing any indemnification,
defense  or  hold  harmless  obligation  under  the  Lease.

COMMENCEMENT  DATE  MEMORANDUM:  the  form  of memorandum attached to the Lease.

DAMAGE:  injury,  deterioration,  or  loss  to  a  person  or property caused by
another  person's  acts  or  omissions.  Damage  includes  death.

DAMAGES:  a  monetary  compensation  or  indemnity  that can be recovered in the
courts  by any person who has suffered damage to his person, property, or rights
through  another's  act  or  omission.

DESTRUCTION:  any  damage  to  or  disfigurement  of  the  Premises.

DOMESTIC  WATER:  metered  water  service  to  the  interior  of  the  Building.

ENCUMBRANCE:  any  deed  of trust, mortgage, or other written security device or
agreement  affecting  the  Premises, and the note or other obligation secured by
it,  that  constitutes  security  for the payment of a debt or performance of an
obligation.

EXPIRATION:  the  coming  to  an  end  of  a time period specified in the Lease,
including,  without  limitation,  any  extension  of the term resulting from the
exercise  of  an  option  to  extend.

GOOD CONDITION:  the good physical condition of the Premises and each portion of
the  Premises,  including,  without  limitation,  signs,  windows, show windows,
appurtenances,  and  Tenant's  personal  property.  "In  good  condition"  means
first-class,  neat, clean, and broom-clean, and is equivalent to similar phrases
referring  to  physical  adequacy  in  appearance  and  for  use.

HOLD  HARMLESS:  to  defend and indemnify from all liability, losses, penalties,
damages,  costs,  expenses  (including,  without  limitation,  attorneys' fees),
causes  of action, claims, or judgments arising out of or related to any damage,
as  defined  hereinabove,  to  any  person  or  property.

LANDLORD  PARTIES:  Landlord and Property Manager and their respective officers,
directors,  partners,  shareholders,  members  and  employees.

LAW:  any  law, judicial decision, statute, constitution, ordinance, resolution,
regulation,  rule,  administrative order, direction, or other requirement of any
municipal,  county,  state,  federal,  or  other  government agency or authority
having  jurisdiction  over  the  Parties,  Project, Building, or the Premises in
effect  either  at  the time of execution of the Lease or at any time during the
term, including, without limitation, any regulation or order of a quasi-official
entity  or  body  (e.g.,  board  of  fire  examiners  or  public utilities). The
reference  in this Lease to any legislation or any portion thereof shall be read
as  though  the words "or any statutory modifications or re-enactment thereof or
any  statutory  provisions  substituted  thereof"  were added to such reference.

LENDER:  the  beneficiary,  mortgagee,  secured  Party,  or  other  holder of an
encumbrance,  as  defined  hereinabove.

LIEN:  a charge imposed on the Premises by someone other than Landlord, by which
the Premises are made security for the performance of an act.  Most of the liens
referred  to  in  this  Lease  are  mechanics'  liens.
Maintenance:  repairs,  replacement,  repainting,  and  cleaning.

MORTGAGE:  any  mortgage,  deed  of  trust,  security interest or other security
document  of  like  nature  that at any time may encumber all or any part of the
Project and any replacements, renewals, amendments, modifications, extensions or
refinancings  thereof,  and  each advance (including future advances) made under
any  such  instrument.

PARTY:  shall  mean Landlord or Tenant; and if more than one person or entity is
Landlord  or  Tenant,  the  obligations imposed on that Party shall be joint and
several.

PERSON:  one  or  more  human  beings,  or  legal  entities  or other artificial
persons,  including,  without  limitation,  partnerships,  corporations, trusts,
estates,  associations,  and any combination of human beings and legal entities.

PROPERTY  MANAGER: An agent Landlord may appoint from time to time to manage the
Project.  Property  Manager  is  authorized  to  manage  the  Project.  Landlord
appointed Property Manager to act as Landlord's agent for leasing, managing, and
operating  the  Project.  The  Property  Manager  then  serving is authorized to
accept  service  of  process  and  to  receive  and  give notices and demands on
Landlord's  behalf.

PROVISION:  any  term,  agreement,  covenant,  condition, clause, qualification,
restriction,  reservation,  or  other  stipulation  in the Lease that defines or
otherwise controls, establishes, or limits the performance required or permitted
by  either  Party.

RESTORATION:  the  reconstruction,  rebuilding, rehabilitation, and repairs that
are necessary to return destroyed portions of the Premises and other property to
substantially  the same physical condition in which they were immediately before
the  destruction.

SUCCESSOR:  assignee, transferee, personal representative, heir, or other person
or  entity succeeding lawfully, and pursuant to the provisions of this Lease, to
the  rights  or  obligations  of  either  Party.

TENANT:  a  person  or  entity (or their successor in interest) who has signed a
valid  existing  lease  for  a  space  in  the  Project.

TENANT IMPROVEMENTS:  any addition to or modification of the Premises made by or
for  Tenant before, at, or near the commencement of the term, including, without
limitation,  fixtures  (not  including  Tenant's  trade  fixtures).

TENANT'S  PERSONAL  PROPERTY:  Tenant's  equipment,  furniture, merchandise, and
movable  property  placed  in  the  Premises by Tenant, including Tenant's trade
fixtures.

TENANT'S  TAXES:  Any  and  all  taxes,  assessments,  levies,  fees,  and other
governmental  charges  of  every kind or nature levied or assessed by municipal,
county,  state,  federal,  or other taxing or assessing authorities with respect
to:  all  furniture, fixtures, equipment, and any other personal property of any
kind  owned  by  Tenant and placed, installed, or located within, upon, or about
the  Premises  to  the extent that the property tax on such property is assessed
directly to Landlord; all alterations of whatsoever kind or nature, if any, made
by  or  for  Tenant  to  the Premises after the execution of this Lease; and the
leasehold  interest  of  Tenant.  Tenant's  Taxes  shall  also  include  taxes
irrespective  of  whether  any  of  the  items  are assessed as real or personal
property  and irrespective of whether any of such items or taxes are assessed to
or  against  Landlord  or  Tenant.

TENANT'S TRADE FIXTURES:  any property installed in or on the Premises by Tenant
for  purposes  of  trade,  manufacture,  ornament,  or  related  use.

TERMINATION:  the  ending  of  the  term  before  expiration  for  any  reason.

4.     DELIVERY  OF  POSSESSION.

4.1.     If  for any reason Landlord does not deliver possession of the Premises
to  Tenant  on  the  Commencement  Date,  Landlord  shall  not be subject to any
liability  for  such failure, the Expiration Date shall not change, the validity
of  this  Lease  shall  not  be  impaired,  this Lease shall be neither void nor
voidable,  but  Rent  shall  be  abated  until  delivery  of  possession.

4.2.     If  Landlord  permits  Tenant  to enter into possession of the Premises
before the Commencement Date, such possession shall be subject to the provisions
of  this  Lease,  including,  without  limitation,  the  payment  of  Rent.

4.3.     If  the  delay  in  delivery  of the Premises is the result of Tenant's
delay,  the Commencement Date shall not be delayed by the number of days of such
Tenant  delay  and,  for  purposes  of  Tenant's  obligation  to  pay  rent, the
Commencement Date shall be deemed to have occurred on the date that the Premises
would  have  been  ready  for  occupancy  but for the Tenant delay. In the event
Tenant  requests  not  to  initially  improve certain areas of the Premises, the
Commencement  Date  for  those  areas will be the same as the improved Premises.

4.4.     Tenant's  occupancy  of  the  Premises  conclusively  establishes  that
Landlord  completed improvements, if any, in a manner satisfactory to Tenant and
constitutes  Tenant's waiver and release of any and all rights, benefits, claims
or  warranties  available  to  Tenant  under  this Lease, at law or in equity in
connection  with  such  improvements.

5.     ACCEPTANCE.

5.1.     By  taking  possession,  Tenant  acknowledges that Premises are in good
condition.

5.2.     The  taking  of  possession  or  use  of the Premises by Tenant for any
purpose  other  than construction shall conclusively establish that the Premises
and the Project were, at such time, in satisfactory condition (except for latent
defects)  and  in  conformity with the provisions of this Lease in all respects,
excepting  only  items  of  which  Tenant  shall give Landlord written notice in
reasonable detail within fifteen (15) days after Tenant takes such possession or
commences  such  use  of  the  Premises  or  the  term  of  this Lease otherwise
commences.

5.3.     Tenant acknowledges that neither Landlord nor any agent of Landlord has
made  any representation or warranty with respect to the Premises or the Project
or  with  respect  to  their  suitability or fitness for the conduct of Tenant's
business  or  for  any  other  purpose.

6.     USE,  LIMITATIONS.

6.1.     Tenant  shall use the Premises solely for the purposes set forth in the
Tenant's  Use  Clause  and  for  no  other  use without Landlord's prior written
consent.  Landlord  may  grant  or  withhold  consent  at  its  sole discretion.

6.2.     Tenant  shall conduct its business at the Premises under the trade name
set forth in the Tenant's Trade Name Clause and under no other trade name unless
first  obtaining the written consent of Landlord. Landlord may grant or withhold
consent  at  its  sole  discretion.

6.3.     Tenant  shall  not do, bring, or keep anything in or about the Premises
that  will  cause  a  cancellation of any insurance covering the Premises or its
contents.  If  the  rate  of any insurance carried by Landlord is increased as a
result of Tenant's use, Tenant shall pay to Landlord within ten (10) days before
the  date Landlord is obligated to pay a premium on the insurance, or within ten
(10)  days  after  Landlord  delivers  to  Tenant  a  certified  statement  from
Landlord's  insurance  carrier  stating  that the rate increase was caused by an
activity  of  Tenant on the Premises, as permitted in this Lease, whichever date
is  later,  a  sum  equal to the difference between the original premium and the
increased  premium.

6.4.     Tenant  shall  comply  with  any  master  Covenants,  Conditions  and
Restrictions  and/or  any Declaration of Restrictions that may encumber the real
property  on  which  the  Premises  are  located.

6.5.     Tenant  shall  comply with all Laws concerning the Premises or Tenant's
use  of  the Premises, including, without limitation, the obligation at Tenant's
cost  to  alter,  maintain,  change,  or  restore the Premises in compliance and
conformity  with  all  Laws  relating to the condition, use, or occupancy of the
Premises  during the term.  Tenant will also comply with the requirements of any
fire  insurance  underwriters or other similar body now or hereafter constituted
relating  to  or  affecting  the  conditions, use, or occupancy of the Premises.
Tenant agrees to install at its sole cost and expense any improvements, changes,
or  alterations  authorized  in  writing  by  Landlord  and  required  by  any
governmental authority as a result of Tenant's use of the Premises or its manner
of  operation or any alterations made by Tenant. If Tenant contests the validity
or  application  of  any Law or other requirement of any governmental authority,
Tenant  shall  furnish a bond as required by Landlord and shall protect, defend,
hold  harmless,  and  indemnify  Landlord and the Project to the satisfaction of
Landlord  from  and  against  all  claims, losses, damages, costs, expenses, and
liabilities arising from any such contest, including attorneys' fees incurred by
Landlord  in  monitoring  Tenant's  compliance.

6.6.     Tenant  shall  not  do  or  permit  anything to be done in or about the
Premises  that  will,  in  any  way, unreasonably obstruct or interfere with the
rights  of  other tenants or occupants of the Project or materially injure them.
Tenant  shall  not  use  the  Premises  in any manner that will cause, maintain,
permit, or constitute waste, nuisance, or an unreasonable annoyance to the quiet
enjoyment of the tenants of the Building (including, without limitation, the use
of  loudspeakers  or  sound or light apparatus that can be heard or seen outside
the  Premises).  Tenant shall not allow the Premises to be used for any unlawful
purpose.

6.7.     Tenant  shall  not  use  the  Premises  for  sleeping, washing clothes,
cooking,  or the preparation, manufacture, or mixing of anything that might emit
any  odor  or  objectionable  noises  or  lights.

6.8.     Tenant  shall  not,  without the prior written consent of the Landlord:
use  any  apparatus  or  device  in  or  about the Premises that will change the
temperature  otherwise  maintained  by  the  air conditioning or heating system;
increase  the  amount  of  electricity  or  water,  if any, usually furnished or
supplied  for use of the Premises, Building, or Project for the use described in
the  Tenant's  Use  Clause;  nor  connect  with electric current, except through
existing  electrical  outlets  in the Premises, or water pipes, any apparatus or
device  for  the  purposes  of  using  electric  current  or  water.

6.9.     Tenant  shall not do or permit anything on the Premises that will cause
damage  to  the  Premises.  Any  overloading of electrical circuits shall be the
responsibility  of Tenant.  No machinery, apparatus, or other appliance shall be
used  or operated in or on the Premises that will in any manner injure, vibrate,
or  shake  the Premises. Landlord reserves the right to prescribe the weight and
position  of  all files, safes, and heavy equipment that Tenant desires to place
in  the Premises so as to properly distribute weight. Tenant's business machines
and  mechanical  equipment that cause vibration or noise that may be transmitted
to the Building structure or to any other space in the Building or Project shall
be  so  installed, maintained, and used by Tenant as to eliminate such vibration
or noise. Tenant shall be responsible for all structural engineering required to
determine  structural  load.

6.10.     Tenant  shall not display or sell merchandise or allow carts, portable
signs,  devices  or  other  objects  to  be stored or remain outside the defined
exterior  and  permanent  doorways  of  the  Premises.

6.11.     After  opening for business, Tenant shall continuously remain open for
business  at least those days and hours as is customary for a business of a like
character  in  the  city  in  which  the  Premises  are  situated.

6.12.     Tenant  shall  not  conduct  or  permit  any  sale  by  auction on the
Premises.

6.13.     Tenant  shall  have for its use and benefit the non-exclusive right in
common  with  Landlord  and  future  owners,  other  tenants  and  their agents,
employees,  customers,  licensees,  subtenants, invitees, and all others to whom
Landlord  has granted or may grant such rights, to use the Unit Shared Use Areas
during  the entire term of this Lease, or any extension thereof, for ingress and
egress, roadway, automobile parking and sidewalks.   However, Landlord shall, at
all  times, have the right and privilege of determining the nature and extent of
the  Unit  Shared  Use Areas and of making such changes which in its opinion are
deemed  to  be desirable.  Such changes may include, but shall not be limited to
the  following:  Converting  Unit  Shared  Use Areas into leasable areas; adding
additional buildings and improvements on the land or on adjacent land, which may
share  access,  Project Enhancement Areas And Unit Shared Use Areas, and parking
facilities;  constructing  additional  parking facilities in the Unit Shared Use
Areas;  increasing  or  decreasing  Unit Shared Use Area land and/or facilities;
changing the location, , number, size, and shape of driveways, entrances, exits,
lobbies,  automobile parking spaces, parking areas, loading and unloading areas,
ingress,  egress, landscaped areas, walkways, the direction and flow of traffic,
(provided  such  changes  shall not unreasonably restrict or prevent Tenant from
having proper access to the Premises for loading, parking or other normal day to
day  operations);  installation  of  prohibited areas, landscaped areas, and all
other  facilities  thereof.  Tenant acknowledges that such activities may result
in occasional inconvenience to Tenant.  Landlord reserves the right from time to
time  to  close  temporarily  any  of  the Unit Shared Use Areas for maintenance
purposes  so  long  as  reasonable  access to the Premises is available. Nothing
contained  herein  shall  be  deemed  to create any liability upon Landlord as a
result  of  said  changes  or  for  any damage to motor vehicles of customers or
employees or for loss of property from within such motor vehicles, unless caused
by  the  negligence of Landlord, its agents, servants or employees.  Any changes
in  the  Unit Shared Use Area land and/or facilities shall not entitle Tenant to
any  compensation  or diminution or abatement of rent, nor shall any  diminution
of  such  areas be deemed constructive or actual eviction.   All Unit Shared Use
Areas  and  facilities  not  located  within  the  Premises, which Tenant may be
permitted to use and occupy, pursuant to this Lease, are to be used and occupied
under  a  revocable  license.

6.14.     Landlord  reserves  the  right  from  time  to  time  to install, use,
maintain,  repair  and  replace  pipes,  ducts,  conduits, wires and appurtenant
meters and equipment for service to other parts of the Project above the ceiling
surfaces,  below the floor surfaces, within the walls and in central core areas,
and  to  relocate  any  pipes, ducts, conduits, wires and appurtenant meters and
equipment  included  in the Premises that are located in the Premises or located
elsewhere  outside  the  Premises,  and  to  expand  the  Project.

6.15.     Landlord  shall,  at all times during the term of this Lease, have the
sole  and  exclusive  control of the Unit Shared Use Areas, and may, at any time
during  the  term  hereof, exclude and restrain any person from use or occupancy
thereof,  excepting, however, bona fide customers, patrons and service-suppliers
of  Tenant,  and  other  tenants  of  Landlord  who  make  use  of such areas in
accordance  with  the rules and regulations established by Landlord from time to
time  with  respect thereto.  The rights of Tenant hereunder, in and to the Unit
Shared  Use  Areas,  shall,  at all times, be subject to the rights of Landlord,
other  tenants  of the Building and all others to whom Landlord has granted such
rights,  to  use the same in common with Tenant.  Tenant shall not, at any time,
interfere  with  the  rights  of  Landlord,  other  tenants, or any other person
entitled  to  use  the  Unit Shared Use Areas. It shall be the duty of Tenant to
keep  all  Unit  Shared  Use Areas free and clear of any obstructions created or
permitted  by  Tenant or resulting from Tenant's operation and to permit the use
of  any  of  the  parking  and  roadway access areas only for normal parking and
ingress  and  egress by the such customers, patrons and service-suppliers to and
from  the  Building.

6.16.     If,  in  the  opinion  of Landlord, unauthorized persons are using any
Unit  Shared  Use  Areas  by  reason  of the presence of Tenant in the Premises,
Tenant,  upon  demand  of  Landlord, shall enforce Landlord's rights against all
such  unauthorized  persons  by  appropriate  proceedings.  Nothing herein shall
affect  the  rights  of  Landlord,  at any time, to remove any such unauthorized
persons from the Unit Shared Use Areas or to restrain the use of any of the Unit
Shared  Use  Areas  by  unauthorized  persons.

6.17.     Tenant  agrees  to  comply  with such reasonable rules and regulations
(the "Rules and Regulations") in the use of the Premises and the Unit Shared Use
Areas  as  Landlord  may  adopt  from  time  to  time for the orderly and proper
operation of the Project.  Tenant shall use its best efforts to cause others who
use  the  Unit  Shared  Use Areas with Tenant's express or implied permission to
abide by Landlord's Rules and Regulations.  Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Project of
any  of such Rules and Regulations.  Such Rules and Regulations may include, but
are  not  limited  to,  the  following:

6.17.1.     Normal  business  hours;

6.17.2.     Hours  during  which  the  Common  Areas  shall  be  open  for  use;

6.17.3.     The restricting of employee parking to a limited, designated area or
areas  and  the  imposition  of  fines  for  violations  of such restrictions or
designations;  and

6.17.4.     The  regulation of removal, storage, and disposal of Tenant's refuse
and  other  rubbish.

6.18.     Tenant  shall  make a reasonable inspection as to the existence of any
Hazardous  Substances  on the Premises prior to the commencement of the Lease as
necessary  to  satisfy  itself  as  to  the  condition  of  the  Premises.

6.19.     Tenant,  at  its sole cost and expense, will comply with all Hazardous
Substances  Laws  (including,  but  not  limited  to any federal, state or local
statutes,  laws,  ordinances  or  regulations  in  effect  either at the time of
execution  of  the Lease or at any time during the term, that control, classify,
regulate,  list  or  define  Hazardous  Substances) and prudent industry storage
practice relating to the presence, treatment, storage, transportation, disposal,
release  or  management  of  Hazardous  Substances  in,  on,  under or about the
Project. Tenant shall not enter into any settlement agreement, consent decree or
other  compromise with respect to any Claims relating to or in any way connected
with  Hazardous  Substances  in,  on,  under or about the Project, without first
notifying  Landlord  of  Tenant's  intention  to  do  so  and affording Landlord
reasonable  opportunity  to  investigate, appear, intervene and otherwise assert
and  protect  Landlord's  interest  in  the  Project.

6.20.     Tenant  shall  not cause or permit any Hazardous Substance to be used,
stored,  generated,  or  disposed  of  on or in the Premises by Tenant, Tenant's
agents,  employees,  contractors, or invitees without first obtaining Landlord's
written  consent.  If  Hazardous  Substances  are  used,  stored,  generated, or
disposed  of on or in the Premises except as permitted above, or if the Premises
become  contaminated  in  any  manner for which Tenant is legally liable, Tenant
shall  indemnify, defend and hold harmless the Landlord from any and all claims,
damages,  fines, judgments, penalties, costs, liabilities, or losses (including,
without  limitation, a decrease in value of the Premises, damages caused by loss
or  restriction  of  rentable  or usable space, or any damages caused by adverse
impact  on  marketing  of the space, and any and all sums paid for settlement of
claims,  litigation  expenses,  attorneys' fees, consultant, and expert fees) of
whatever  kind  or  nature,  known  or unknown, contingent or otherwise, arising
during  or after the Lease term and arising as a result of that contamination by
Tenant.  This  indemnification  includes,  without limitation, any and all costs
incurred  because  of  any investigation of the site or any cleanup, removal, or
restoration  mandated  by  a  federal,  state,  or  local  agency  or  political
subdivision.  Without  limitation  of the foregoing, if Tenant causes or permits
the  presence  of  any  Hazardous  Substance on the Premises and that results in
contamination,  Tenant  shall  promptly,  at  its sole expense, take any and all
necessary  actions to return the Premises to the condition existing prior to the
presence  of  any  such Hazardous Substance on the Premises.  Tenant shall first
obtain  Landlord's approval for any such remedial action. The provisions of this
Section shall be in addition to any other obligations and liabilities Tenant may
have  to  Landlord  at  law  or  equity  and  shall  survive  the  transactions
contemplated  herein  and  shall  survive  the  termination  of  this  Lease.
Notwithstanding  the  foregoing,  Tenant  may  use  nominal amounts of Hazardous
Substances  as  are  normal  and customary for conduct of its business, provided
that  Tenant  complies  with  all  applicable  Laws  relating  thereto.

6.20.1.     As  used  herein,  "Hazardous Substance" means any substance that is
toxic,  ignitable, reactive, or corrosive and that is now or hereafter regulated
by  any local or State government with jurisdiction over the Premises or Tenant,
or  the  United  States  Government.  "Hazardous Substance" includes, but is not
limited  to,  any  and all material or substances that are defined as "hazardous
waste," "extremely hazardous waste," or a "hazardous substance" pursuant to Law.
"Hazardous Substance" includes, but is not limited to, petroleum based products,
paints  and solvents, lead, cyanide, DDT, printing inks, acids, asbestos, PCB's,
contaminants,  toxic  wastes,  toxic  pollutants,  dredged  soil,  solid  waste,
pesticides,  herbicides, fertilizers and other agricultural chemicals or wastes,
incinerator  residue,  sewage,  garbage,  sewage  sludge,  munitions,  chemical
products  and  wastes,  and  any  other  liquid,  solid or gaseous pollutants or
hazardous  substances  or  wastes  which are or may become subject to regulation
under  any  State  or  Federal  environmental  protection  law  or  regulation.

6.20.2.     Any Hazardous Substance permitted on the Premises as provided above,
and  all  containers therefor, shall be used, kept, stored, and disposed of in a
manner  that  complies  with  all  Laws  applicable to this Hazardous Substance.

6.20.3.     Tenant  shall  not  discharge,  leak,  or  emit,  or  permit  to  be
discharged,  leaked, or emitted, any material into the atmosphere, ground, sewer
system,  or  any body of water, if that material (as is reasonably determined by
the  Landlord, or any governmental authority) does or may pollute or contaminate
the same, or may adversely affect (a) the health, welfare, or safety of persons,
whether  located  on  the  Premises  or  elsewhere, or (b) the condition, use or
enjoyment  of the building or any other real or personal property.  Tenant shall
immediately notify Landlord of any release of any Hazardous Substance on or near
the  Premises  whether or not such release is in a quantity that would otherwise
be  reportable  to  a  public agency and shall also comply with the notification
requirements  of  California  Health  &  Safety  Code  section  25359.7.

6.20.4.     At  the  commencement  of  each Lease Year, Tenant shall disclose to
Landlord the names and approximate amounts of each and every Hazardous Substance
that  Tenant  intends to store, use, or dispose of on the Premises in the coming
Lease Year.  In addition, at the commencement of each Lease Year, beginning with
the  second  Lease Year, Tenant shall disclose to Landlord the names and amounts
of  all  Hazardous Substances that were actually used, stored, or disposed of on
the  Premises  if  those materials were not previously identified to Landlord at
the  commencement  of  the  previous  Lease  Year.

6.21.     Tenant shall notify Landlord of any of the following actions affecting
Landlord,  Tenant,  or  the  Project  that  result  from or in any way relate to
Tenant's  use of the Project immediately after receiving notice of the same: (a)
any  enforcement,  clean-up,  removal or other governmental or regulatory action
instituted,  completed or threatened under any Hazardous Substances Law; (b) any
Claim  made  or  threatened  by  any  person  relating  to damage, contribution,
liability, cost recovery, compensation, loss or injury resulting from or claimed
to  result from any Hazardous Substance; and (c) any reports made by any person,
including  Tenant,  to  any  environmental  agency  relating  to  any  Hazardous
Substance,  including  any complaints, notices, warnings or asserted violations.
Tenant  will  also deliver to Landlord, as promptly as possible and in any event
within  five business days after Tenant first receives or sends the same, copies
of  all  Claims,  reports,  complaints, notices, warnings or asserted violations
relating  in  any  way  to  the  Premises  or Tenant's use of the Premises. Upon
Landlord's  written  request,  Tenant  will  promptly  deliver  to  Landlord
documentation acceptable to Landlord reflecting the legal and proper disposal of
all  Hazardous  Substances  removed or to be removed from the Premises. All such
documentation  will list Tenant or its agent as a responsible party and will not
attribute  responsibility  for  any  such  Hazardous  Substances  to Landlord or
Property  Manager.

6.22.     Tenant  acknowledges  and  agrees  that  all  reporting  and  warning
obligations  required  under  Hazardous Substances Laws resulting from or in any
way  relating  to  Tenant's  use  of  the  Premises or Project are Tenant's sole
responsibility,  regardless  whether  the  Hazardous  Substances  Laws permit or
require  Landlord  to  report  or  warn.

6.23.     Tenant  shall  obtain  proper permits from the City of Vista, the Fire
Department,  and any other government agencies necessary to operate its business
at  this  location.  In  the  event  any  of  these  agencies  require  building
modifications  to  adapt  the building to Tenant's current or future use, Tenant
shall  make  such  modifications  at  Tenant's  sole  expense.

6.24.     Landlord  shall,  at  an interval determined at Landlord's discretion,
monitor  Tenant's program and efforts to manage and control Hazardous Substances
and  conduct  inspections  that  it  deems  proper  to  determine  whether  any
contamination  has taken place.  If contamination caused by Tenant is discovered
through  such  monitoring  and  inspection,  the  following  program  shall  be
instituted  at  Tenant's  expense:

6.25.     A  low-level  geotechnical  reconnaissance  shall  be  conducted  to
determine  soil  classification,  depth  of ground water, nearest drinking water
aquifer,  direction  of  ground  water  flow.

6.26.     Based  on the result of this inspection, three (3) to (6) ground water
monitor  wells  shall  be  placed  at  strategic points on the Premises or other
appropriate  locations  in  the  Project.  These  are  wells shall use specially
prepared  PVC  and  stainless  steel  pipes  and  fittings as recommended by the
testing  engineers  or  technicians.

6.27.     A  "background  analysis"  of  the  site  shall  then be conducted for
"priority  pollutants."  This analysis establishes the pollutants present in the
soil  and ground water at the beginning of the monitoring period.  This analysis
should  be  maintained  on  file by Landlord and Tenant for future reference and
comparison.

6.28.     Every three (3) years, or such other interval as may be recommended by
the  testing  engineers  or technicians, an analysis shall be made of the ground
water  drawn  from  the  monitoring  wells  to  determine  if  new  or increased
pollutants  are present in the ground water.   Analysis shall be conducted by an
industrial  environmental  laboratory using a spectrometer and other appropriate
analytical  processes.

6.29.     If, on the basis of this testing procedure it is determined that there
is  continued  pollution of the Premises, Tenant shall immediately take steps as
required,  at  Tenant's  sole expense, to contain, clean up, and discontinue the
contamination  of  the  soil  and/or  groundwater.

6.30.     Regular  monitoring  of  the  ground water shall then continue for the
duration  of  the  lease  period.

6.31.     The  discovery  of  Hazardous  Substances  on  the  Premises shall not
constitute  grounds  for recision or termination of the Lease by the Tenant, nor
for offset against, or abatement of, any rents due under the terms of the Lease.

7.     RENT.

7.1.     All costs and expenses that Tenant assumes or agrees to pay to Landlord
under  this  Lease shall be deemed additional rent (that together with Base Rent
is  at  times  referred  to herein as the "Rent").  Tenant shall pay the Rent in
lawful  money  of  the  United  States of America to Landlord without deduction,
setoff,  prior notice, or demand. Rent is due on or before the first day of each
month, commencing on the Commencement Date and continuing during the Term.  Base
Rent  for  the first month or portion of it shall be paid upon execution of this
Lease.   Base Rent for any partial month shall be prorated at the rate of 1/30th
of  the  Base Rent per day.  Thereafter rent shall be payable in accordance with
the  terms  of this Section.  The total consideration for the term of this Lease
shall  be  increased  by  the  amount  of  any  such prorated installment hereby
required.  All  rent  shall  be  paid to Landlord at the address provided at the
beginning of this Lease or at such other place as Landlord may from time to time
designate  in  writing.

7.2.     Landlord  shall  have  the right to accept all rent and other payments,
whether  full  or  partial, and to negotiate checks and payments thereof without
any waiver of rights, irrespective of any conditions to the contrary that Tenant
seeks  to  impose. No security or guaranty that may now or later be furnished to
Landlord for the payment of Rent herein reserved or for performance by Tenant of
the  other  covenants  or  conditions of this Lease shall in any way be a bar or
defense  to any action in unlawful detainer, or for the recovery of the Premises
or  to  any action that Landlord may at any time commence for a breach of any of
the  covenants  or  conditions  of  this  Lease.

7.3.     The  amount of Base Rent (and the corresponding Monthly Installments of
Base Rent) payable hereunder shall be adjusted annually (the "Adjustment Date"),
commencing  on  Tenant's  First  Adjustment Date.  Adjustments, if any, shall be
based  upon increases (if any) in the Index.  The Index in publication three (3)
months  before  the  Commencement  Date  shall  be  the  "Base  Index."  On each
Adjustment  Date,  the Base Rent shall be increased by a percentage equal to the
percentage increase, if any, in the Index in publication three (3) months before
the Adjustment Date (the "Comparison Index") over the Base Index ("adjusted Base
Rent").  In  the  event  the  Comparison  Index  in  any  year  is less than the
Comparison Index (or Base Index, as the case may be) for the preceding year, the
Base  Rent  shall  remain  the amount of Base Rent payable during that preceding
year.  When  the  adjusted  Base  Rent  payable  as  of  each Adjustment Date is
determined, Landlord shall give Tenant written notice of such adjusted Base Rent
and  the  manner  in  which  it  was  computed.  The  adjusted  Base  Rent shall
thereafter  be  the "Base Rent" for all purposes under this Lease.  This Section
is  subject  to  the  Section  titled  "Cost  of  Living  Adjustment  Range".

7.3.1.     If  at  any  Adjustment  Date  the Index no longer exists in the form
described  in  this  Lease, Landlord may substitute any substantially equivalent
official  index  published  by  the Bureau of Labor Statistics or its successor.
Landlord  shall  use  any  appropriate  conversion  factors  to  accomplish such
substitution.  The  substitute  index  shall  then become the "Index" hereunder.

7.3.2.     In  no  event  shall the Base Rent be adjusted to reflect an increase
greater  or lesser than the percentages (if any) described in the Cost of Living
Adjustment  Range  Clause.

7.3.3.     Rent  or  any  other  sum  not  paid  to Landlord when due shall bear
interest  at  the  rate  of  10%  per  annum from the date due until fully paid.
Paying  such  interest shall not excuse or cure any default by Tenant under this
Lease.

7.4.     If  this  Lease terminates before the expiration date for reasons other
than  Tenant's  default, Base Rent shall be prorated to the date of termination,
and  Landlord  shall  immediately repay to Tenant all Base Rent then prepaid and
unearned.

8.     LATE  CHARGES.

8.1.     In the event any payment of rent or any other sum required hereby shall
not  be paid within (5) business days after the same shall be due and payable, a
late  charge  by way of damages shall be immediately due and payable in addition
to the interest provided above.  Tenant recognizes and acknowledges that default
in  making,  when  due, payments of rent required hereby will result in Landlord
incurring  additional  costs and expenses.  Such costs and expenses include, but
are not limited to, processing and accounting charges, legal costs, late charges
that may be imposed on Landlord by the terms of any encumbrance and note secured
by  any  encumbrance  covering  the Premises, loss to Landlord of the use of the
money  due, and late charges that may be imposed on Landlord by the terms of any
mortgage or trust deed covering the Premises.  Tenant hereby agrees that, in the
event of any such late payment, Landlord will be damaged and will be entitled to
compensation  for  these  damages, but such damages are, and will continue to be
extremely  difficult and impractical to ascertain for the following reasons: (i)
the  damages  to which Landlord will be entitled in a court of law will be based
on  the  difference between the actual value of rent on the Premises at the time
such  payment  is  due  and the rent for the Premises as set forth in this Lease
which difference must be based on opinions of rental value of the Premises which
can  vary in significant amounts; and (ii) it is impossible to predict as of the
date  on  which  this  Lease  is  entered  into  whether the rental value of the
Premises  will  increase  or decrease as of the date of any future payments, and
Tenant  desires  to limit the amount of damages for which Tenant might be liable
should  Tenant  fail  to  make  any  payment  of  rent  required hereby.  Tenant
therefore agrees (i) that a late charge equal to percent (5%) of each payment of
rent  that  becomes  delinquent  is  a  reasonable  estimate  of said damages to
Landlord  and  (ii)  to  pay  said  sum  on  demand.

8.2.     Acceptance  of  any  late  charge,  or  any  part  thereof,  shall  not
constitute  a  waiver of Tenant's default with respect to the overdue amount, or
prevent  Landlord from exercising any of the other rights and remedies available
to  Landlord.  Any  late  charge  shall be deemed additional rent and collection
thereof  shall  be  in  addition  to all of Landlord's other rights and remedies
hereunder or at law or in equity and shall be construed as liquidated damages or
as  limiting  Landlord's  remedies in any manner. If rent is not received by the
due  date, Landlord shall notify Tenant and Tenant shall, on demand of Landlord,
immediately cure the default by presentment of rent and late charge to Landlord.

8.3.     Any  payments  of  any  kind  returned  for  insufficient funds will be
subject  to  an  additional  handling  charge  of  twenty-five dollars ($25.00).

8.4.     Tax Allocation: For purposes of the Internal Revenue Code, Landlord and
Tenant  hereby agree to allocate the stated rents provided herein to the periods
that  correspond  to  the  actual  rent payments as provided under the terms and
conditions  of  this  Lease.

9.     SECURITY  DEPOSIT.

9.1.     On  execution  of  this  Lease,  Tenant shall deposit with Landlord the
Security  Deposit  for  the  full  and  faithful  performance  by  Tenant of the
provisions  of this Lease.  If Tenant is in default, Landlord can use, apply, or
retain  the Security Deposit, or any portion of it, to cure the default, for the
payment of any other amount that Landlord may spend or become obligated to spend
by  reason of Tenant's default, or to compensate Landlord for any loss or damage
sustained  by Landlord resulting from Tenant's default. Tenant shall immediately
upon  demand  pay to Landlord a sum equal to the portion of the Security Deposit
expended  or  applied  by Landlord as provided in this Section so as to maintain
the  Security  Deposit  in  the  sum  initially  deposited  with Landlord. It is
expressly agreed that the Security Deposit is not an advance rental deposit or a
measure of Landlord's damages in the case of Tenant's default.  A portion of the
Security  Deposit  has  been  designated  herein  as  a  Cleaning Deposit.  Said
Cleaning  Deposit  shall  be  non-refundable, and shall be used for cleaning the
Premises  following  the  termination or expiration of this Lease.  Tenant shall
remain  liable  for  the  cost of cleaning the Premises if such cost exceeds the
Cleaning  Deposit.  If Tenant is not in default at the expiration or termination
of  this  Lease,  Landlord shall return the Security Deposit, less the amount of
the  Cleaning  Deposit,  if any remains, to Tenant, less any amounts required to
restore  the  Premises  to good condition and repair, including damage resulting
from  the  removal  by  Tenant  of  its trade fixtures or equipment.  Landlord's
obligations with respect to the Security Deposit are those of a debtor and not a
trustee.  Landlord  can  maintain  the  Security Deposit separate and apart from
Landlord's  general  funds or can commingle the Security Deposit with Landlord's
general  and other funds.  Landlord shall not be required to pay Tenant interest
on  the Security Deposit.  In addition, Landlord may, at Landlord's sole option,
require  Tenant to, immediately upon demand, increase the amount of the Security
Deposit  to  an  amount not to exceed the sum of (i) the then current Base Rent,
plus  (ii)  the  equivalent  of Tenant's Pro Rata Share of one month's estimated
Operating  Expenses.

10.     OPTION  TO  EXTEND.

10.1.     Tenant  shall  have  Two  (2),  Five (5)-year option(s) to extend this
Lease,  subject  to  the  following  conditions  precedent: (i) Tenant is not in
default  under  any  of  the  terms  hereof; and (ii) Tenant shall give Landlord
notice in writing at least six (6) months prior to the expiration of the initial
term, and the first extended term, that Tenant intends to extend the term.  Each
extended term shall be subject to all of the terms and conditions of this Lease,
except  that  the  amount  of Base Rent for the first year of each such extended
term  shall  be  adjusted  to  market rates for comparable space at the time the
extended  term is to commence.  The market rate shall be determined by agreement
of  the  parties.  The  extended  term  shall be subject to all of the terms and
conditions  of  this  Lease,  except  that the amount of Base Rent for each year
after the first year of each such extended term shall be increased three percent
(3%)  annually  over  the  previous  years  Base  Rent.

11.     ADDITIONAL  SPACE  -  RIGHT  OF  FIRST  REFUSAL.

11.1.     If,  during  the  Term  of this Lease, Landlord receives an offer from
someone  (the  "Offerer")  other  than  Tenant to lease the area of the Building
known as Suite "B" (referred to herein as the "Additional Space") Landlord shall
notify Tenant of such offer.  Within seventy-two (72) hours after Landlord gives
such  notice,  Tenant  may  elect,  in  writing  sent  to Landlord, to lease the
Additional  Space  on  the same terms as are contained in such offer.  If Tenant
fails  to  make  such  election  in  writing  within  the time specified herein,
Tenant's  rights,  as  set  forth in this Article, shall not apply, and Landlord
shall  have  the  right to proceed to lease the Additional Space to the Offerer.

12.     OPERATING  EXPENSES.

12.1.     For  purposes  of this Lease, Operating Expenses shall mean all direct
costs paid or incurred in connection with the operation, management, repair, and
maintenance,  as determined by standard accounting practices, including, but not
limited  to:  Common  Area expenses; real property taxes and assessments and any
taxes  or  assessments  hereafter  imposed  in  lieu  thereof; rent taxes, gross
receipt  taxes (whether assessed against Landlord or assessed against Tenant and
paid  by  Landlord,  or  both);  water  and  sewer  charges;  accounting, audit,
verification,  legal  and  other  consulting  fees  (but excluding legal fees in
connection  with  a  dispute  between Landlord and any tenant); the net cost and
expense  of  insurance  for  which  Landlord  is  responsible hereunder or which
Landlord  or  any  first mortgagee with a lien affecting the Building reasonably
deems necessary in connection with the Building; maintenance; repairs; utilities
and utilities surcharge; management fees; pest control, janitorial, and security
services;  reserves,  any and all assessments Landlord must pay for the Building
pursuant  to  any covenants, conditions or restrictions and agreements affecting
the Building or the Project; any costs levied, assessed or imposed by, or at the
direction  of,  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, including required traffic
management and fire safety programs and the Americans With Disabilities Act; the
cost (amortized over such reasonable period as Landlord shall determine together
with  interest  at the rate of Landlord's financing of such improvements or at a
rate allowed by Law on the unamortized balance) of any capital improvements made
to  the  Project  or  the  Common  Areas  by  the Landlord or replacement of any
building  equipment  (a)  needed  to operate the Building or the Common Areas as
required  by  any  federal,  state,  regional,  municipal, or local governmental
authority,  (b)  installed as a labor-saving device or to effect other economies
in  the  operation or maintenance of the Building, or (c) needed periodically to
maintain  the  appearance of the Building and its quality; costs incurred in the
management  of  the  Building  including  supplies,  wages,  salaries,  payroll
expenses,  taxes  and  similar  governmental  charges  with  respect  thereto of
employees  used  in  the  management,  repair, operation, and maintenance of the
Building; Project or Building management office rental; a market rate management
fee;  air  conditioning,  waste  disposal,  utility systems, mechanical systems,
heating,  ventilating,  and  elevator  maintenance  costs;  supplies, materials,
equipment,  and  tools; costs of maintaining the plumbing, heating, ventilating,
air  conditioning,  and  electrical  systems installed or furnished by Landlord;
depreciation  of  the cost of acquiring or the rental value of personal property
used in maintenance, and all other upkeep of Common Areas; costs and expenses of
gardening,  landscaping, and interior plant service; maintenance of signs (other
than  Tenant's  signs);  personal  property  taxes  levied on or attributable to
personal  property  used  in  connection with the Building, including the Common
Areas;  costs  and  expenses  of  resurfacing, repairing, maintenance, painting,
lighting,  cleaning,  refuse  removal,  security,  and  similar items, including
appropriate  reserves  for  the  parking  garage;  and,  appropriate reserves to
provide  for maintenance, repair and replacement of improvements in the Building
as  determined  by  Landlord  based  on  annual  projections  of  such  costs.

12.2.     Tenant  shall  pay  to Landlord, as additional rent, Tenant's Pro Rata
Share  of  such  Operating  Expenses  in  the  following  manner:

12.2.1.     Tenant  shall  pay to Landlord, as additional rent, on the first day
of  each calendar month of the term of this Lease, an amount equal to Landlord's
best  estimate  (based  on  Landlord's budgeted figures) of Tenant's monthly Pro
Rata  Share  of  the  Operating  Expenses.

12.2.2.     Within  ninety  (90)  days  following the end of each calendar year,
Landlord  shall  furnish Tenant with a statement covering the calendar year just
expired (certified as correct by an authorized representative of Landlord, or if
requested  by  a  majority  of the tenants in the Building by a certified public
accountant)  showing  (i)  the  total  Operating  Expenses;  (ii)  the amount of
Tenant's  Pro  Rata Share of such Operating Expenses for such calendar year; and
(iii)  the  payments  made by Tenant with respect to such period as set forth in
this  Article.  If  Tenant's  payments  exceed  Tenant's  Pro Rata Share of such
Operating  Expenses,  Tenant  shall be entitled to offset the excess against the
next  payments  due Landlord as set forth in this Article.  However, if Tenant's
Pro  Rata  Share  of  such  Operating Expenses exceeds Tenant's payments, Tenant
shall  pay  Landlord  the  deficiency within ten (10) days after receipt of such
statement.  In addition, Tenant's Pro Rata Share of the total Operating Expenses
for the previous calendar year shall be used as an estimate for the current year
and  paid  to  Landlord  pursuant  to  the  provisions  of  this  Article.

12.2.3.     Landlord may, at its option, by service of written notice on Tenant,
choose  to  alter  any  payment  periods  provided  for  by this Lease under the
Articles  titled  "Rent,"  "Operating  Expenses,"  "Taxes;  Assessments,"
"Maintenance,"  "Indemnity  and  Exculpation"  and  "Insurance."

12.3.     If  at  any time during the term of this Lease, it shall be determined
by  rule,  regulation  or  competent  authority  of  any  governmental  or
quasi-governmental  entity having jurisdiction over the Premises or the Project,
that  any material, substance, service equipment, or system must be installed in
or removed from the Premises or the Building in order to protect or maintain the
health  or  safety  of  Tenant  or  those  entering  upon  or working within the
Premises,  Landlord shall make such installation or removal and the cost of such
installation  or  removal shall be included in Operating Expenses, provided that
the  requirement of the installation or removal of any such material, substance,
service  or  equipment  is  not occasioned by the fault of Tenant in which event
such  cost  shall  be  borne  by  Tenant.

13.     TAXES;  ASSESSMENTS.

13.1.     Tenant  shall  pay,  before delinquency, all taxes that are levied and
assessed  against  Tenant's  personal property installed or located in or on the
Premises,  and  that  become  payable  during  the term.  On demand by Landlord,
Tenant  shall  furnish  Landlord  with  satisfactory evidence of these payments.
"Taxes" shall include assessments, license fees, license taxes, business license
fees,  commercial  rental  taxes,  levies,  charges, penalties, taxes or similar
impositions,  imposed by any authority having the direct power to tax, including
any  city,  county,  state,  or federal government, or any school, agricultural,
lighting, drainage, or other improvement or special assessment district thereof,
as against any legal or equitable interest of Landlord in the Project, including
but  not  limited  to,  the  following:

13.1.1.     any  tax on Landlord's right to other income from the Premises or as
against  Landlord's  business  of  leasing  the  Premises;

13.1.2.     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, including but not limited to, any
assessments,  taxes,  fees,  levies,  and  charges  that  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 be included in Real Property Taxes for the purposes of this
Lease;

13.1.3.     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
Tenant  of  the  Premises,  or  any  portion  thereof,  and

13.1.4.     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.

13.2.     Whenever  possible,  Tenant  shall  cause  said  trade  fixtures,
furnishings,  equipment  and  personal  property to be separately assessed.  If,
however,  any taxes on Tenant's personal property are levied against Landlord or
Landlord's  property,  or  if the assessed value of the Premises is increased by
the  inclusion  of a value placed on Tenant's personal property, and if Landlord
pays  the  taxes  on  any  of  these  items  or the taxes based on the increased
assessment  of  these  items,  Tenant,  on  demand,  shall immediately reimburse
Landlord  for the sum of the taxes levied against Landlord, or the proportion of
the  taxes resulting from the increase in Landlord's assessment.  Landlord shall
have  the  right  to  pay  these  taxes  regardless of the validity of the levy.

13.3.     Tenant  shall  pay  to Landlord, in the manner provided in the Article
titled "Operating Expenses," Tenant's Pro Rata Share, of all real property taxes
and  general and special assessments ("real property taxes") levied and assessed
against  the  land, building, and other improvements of which the Premises are a
part.

13.4.     If  any  general  or special assessment is levied and assessed against
the  Premises which under the Laws then in force may be evidenced by improvement
or  other  bonds and may be paid in annual installments, only the amount of such
annual  installment,  with  appropriate  proration  for  any  partial  year, and
interest  thereon,  shall  be  included  within  a  computation  of  taxes  and
assessments  levied  against  the  Premises.

13.5.     Tenant  shall pay to Landlord any and all excise, privileges and other
taxes  (other  than  net  income  and  estate  taxes)  levied or assessed by any
federal, state or local authority ("taxing authority") upon the rent received by
Landlord  hereunder.  Tenant shall also pay to Landlord any business tax imposed
upon  Landlord  by  any  taxing  authority  whether  or not such tax is based or
measured,  in  whole  or  in  part,  by amounts charged to Tenant or received by
Landlord  from  Tenant  under  this  Lease.

13.6.     If  at  any  time  during the term of this Lease, any taxing authority
shall  alter  the  methods  and/or standards of taxation and/or assessment ("tax
plan"),  in  whole  or  in  part,  so  as  to impose a tax plan in lieu of or in
addition  to  the tax plan in existence as of the date of this Lease, such taxes
or  assessments  based  upon  such  altered  tax  plan  including:  (i) any tax,
assessment,  excise,  surcharge,  fee,  penalty,  bond  or  similar  imposition
("impositions") whether or not in lieu, partially or totally, of any impositions
assessed  against  the  land,  building,  and  other  improvements  of which the
Premises  are  a  part  prior  to  any  alterations  in  the  tax plan; (ii) any
impositions  on  Landlord's  right  to rent or other income from the Premises or
against  Landlord's  business  of  leasing  the  Premises; (iii) any impositions
allocable  to  or  measured  by  the  area  of  the Premises or the rent payable
hereunder,  including  without  limitation  any impositions levied by any taxing
authority  with  respect  to  such  rental  or  with  respect to the possession,
leasing,  operation,  management,  maintenance,  alteration,  repair,  use  or
occupancy by Tenant of the Premises or any portion thereof; (iv) any impositions
upon  this  Lease  transaction  or any document to which Tenant is a party which
creates  or  transfers any interest or estate in or to the Premises; and (v) any
special,  unforeseen  or extraordinary impositions however described, shall also
be  considered  taxes  for  the  purposes  of  this  Lease.

13.7.     Tenant's liability to pay real property taxes shall be prorated on the
basis  of  a 365-day year to account for any fractional portion of a fiscal year
included  in  the  term  at  its  commencement  and  expiration.

13.8.     If at any time during the term of this Lease any of Tenant's Taxes are
levied  against Landlord or Landlord's property, or if the assessed value of the
Project  is  increased  by  the  inclusion  therein  of a value placed upon such
personal  property  or  fixtures of Tenant or upon such improvements made to the
Premises,  Landlord  shall  not  be  obligated  to  pay  such Tenant's Taxes. If
Landlord  pays  such  Tenant's  Taxes  so levied or so based upon such increased
assessment, which Landlord shall have the right to do regardless of the validity
thereof,  but  only under protest if requested by Tenant in writing, then Tenant
shall,  within  ten  (10)  days  after  receipt of Landlord's written demand for
payment  thereof,  repay to Landlord such Tenant's Taxes so paid by Landlord, or
the  portion  of  such  Tenant's  Taxes  resulting  from  such  increase  in the
assessment. However, in any such event, Tenant shall have the right, in the name
of  the  Landlord  and with Landlord's full cooperation, but without any cost to
Landlord,  to  bring  suit in any court of competent jurisdiction to recover the
amount  of any such Tenant's Taxes so paid, any amount so recovered to belong to
Tenant.  The portion of any such Tenant's Taxes to be paid by Tenant pursuant to
this Section shall be determined by Landlord from the respective values assigned
in  the  assessor's  worksheets  or  from  such other best information as may be
reasonably  available  to  Landlord.

14.     MAINTENANCE.

14.1.     Except  as otherwise provided in this Article, and the Articles titled
"Destruction"  and  "Condemnation,"  Tenant shall, at its sole expense, maintain
the  entire  Premises  (including, but not limited to, any and all appurtenances
thereto wherever located, including the interior surfaces of the exterior walls,
the exterior and interior portions of all doors, door frames, door checks, other
entrances,  interior  portions  of  windows,  window  frames, plate glass, suite
fronts,  signs,  all  plumbing  and  sewage  fixtures  and equipment, within the
Premises,  fixtures,  walls, floors, ceiling, carpets, drapes, painted surfaces,
wall coverings, cabinets, shelves, whether any such work or repair, replacement,
renewal,  or restoration is interior or exterior to the Premises, is foreseen or
unforeseen,  or  is  ordinary or extraordinary) in good tenantable condition and
repair  as  reasonably  determined by Landlord, including without limitation all
additions  and  improvements  made  by or for the Tenant as well as all items of
maintenance,  alteration,  or  reconstruction  that  may  be  required  by  a
governmental  agency  having  jurisdiction  thereof.

14.2.     If Tenant fails, refuses, or neglects to commence and complete repairs
promptly  and  adequately,  to  remove any liens, to pay any cost or expense, to
reimburse  Landlord,  or  otherwise to perform any act or fulfill any obligation
required  of Tenant, Landlord may make or complete any such repairs, remove such
lien,  pay  any  such cost or expense, perform the same without prior notice to,
but at the sole expense of, Tenant. Tenant shall promptly reimburse Landlord for
all  expenses  of  Landlord for all expenses of Landlord thereby incurred within
ten (10) days after receipt by Tenant from Landlord of a statement setting forth
the  amount  of  such  expenses. Landlord's rights and remedies pursuant to this
Section  shall  be in addition to any and all rights and remedies provided under
this  Lease  or  at  law  and shall not affect a waiver of Tenant's obligations.

14.3.     Landlord  shall  not have any responsibility to maintain the Premises.
Tenant,  as  a  material  part  of  the  consideration  rendered to Landlord, in
entering  into  this Lease, hereby waives the provisions of the California Civil
Code with respect to Landlord's obligation for tenantability of the Premises and
Tenant's  right  to  make  repairs  and deduct the expenses of such repairs from
rent.

14.4.     Tenant  shall, at its sole cost, keep and maintain all window and door
glass,  utilities,  fixtures  and  mechanical  equipment  used by Tenant in good
order,  condition  and  repair.

14.5.     Landlord  shall, at Tenant's sole expense, arrange for the maintenance
of  any  heating  and/or  air  conditioning  units servicing the Premises with a
reputable  maintenance  service person or entity.  Tenant shall pay the costs of
said  maintenance  as additional Rent.  In the event that any heating and/or air
conditioning  unit  services more than one Tenant, Tenant shall pay a reasonable
proportion  of  the  cost  of the maintenance (including labor and parts), which
proportion  shall  be  determined  by Landlord based upon Tenant's proportionate
share  of  the  square  footage  of  the  area  serviced  by  any  such  unit.

14.6.     Landlord  shall  keep  in  good  condition  and  repair  the  roof and
structural components of the Premises except when such maintenance and repair is
necessitated  by reason of Tenant's negligence, alteration of or addition to the
Premises,  or  breach  of  any  term  or  condition of this Lease.  All costs of
Landlord's  maintenance and repairs shall be borne by Tenant and prorated in the
manner  set  forth  in  the Article titled "Operating Expenses."  Landlord shall
have  no obligation to make any such repairs until Landlord has received written
notice from Tenant with respect to the need for such repairs, and Landlord shall
not  be  deemed to be in default with respect to its obligation to repair unless
and  until Landlord has (i) received said written notice and (ii) failed to make
such  repairs  within  a reasonable period following the receipt of said notice.
Landlord shall, after receiving written notice, exercise due diligence in making
such  repairs.  Tenant  hereby  waives  any  provisions  of  any  and  all  Laws
permitting Tenant to make repairs at Landlord's expense.  Landlord shall enforce
any express construction warranties for the benefit of Tenant to the extent that
they  are  available.  There  shall  be no abatement of rent and no liability of
Landlord  under  any  circumstances  by  reason  of any loss of or any injury to
property,  lost profits, or for injury to or interference with Tenant's business
arising  from  the  making  of  or  Landlord's  failure  to  make  any  repairs,
alterations,  or  improvements.

14.7.     Landlord  shall,  at  Tenant's  cost,  repair and maintain the Project
Enhancement  Areas  And  Unit  Shared  Use  Areas  in  a neat, clean and orderly
condition  and  repair,  properly  lighted and landscaped, and shall operate the
Project,  in  Landlord's  sole  discretion,  as  a  first  class
industrial/office/commercial  real  property  development.  All  expenses  in
connection with the Project Enhancement Areas And Unit Shared Use Areas shall be
charged  and  prorated  in the manner set forth in the Article titled "Operating
Expenses."  It  is understood and agreed that the phrase "expenses in connection
with  said  Project  Enhancement Areas And Unit Shared Use Areas" shall include,
but  shall  not be limited to, all sums expended in connection with said Project
Enhancement  Areas  And  Unit  Shared  Use Areas for all general maintenance and
repairs,  resurfacing,  painting,  restriping, cleaning, sweeping and janitorial
services;  maintenance and repair of sidewalks, curbs, and Building signs (other
than  Tenant's  sign), sprinkler systems, planting and landscaping; lighting and
other  utilities; painting of all exterior surfaces of the Building or buildings
in the Project; directional signs and other markers and bumpers; maintenance and
repair  of  any  fire  protection systems, automatic sprinkler systems, lighting
systems,  storm  drainage  systems  and  any other utility systems; personnel to
implement  such  service,  including,  if  Landlord deems necessary, the cost of
security  guards  and/or  all  costs and expenses pertaining to a security alarm
system  for  the tenants; police and fire protection services; personal property
taxes  levied on or attributable to personal property owned by Landlord which is
consumed  in  the  operation or maintenance of the Project Enhancement Areas And
Unit  Shared  Use Areas; depreciation and maintenance on operating machinery and
equipment  (if  owned)  and  rental  paid  for  such machinery and equipment (if
rented);  any  parking charges, surcharges or any other costs levied or assessed
by  local,  state or federal governmental agencies in connection with the use of
parking  facilities;  fees  for  required  licenses and permits; adequate public
liability  and  property  damage  insurance on the Project Enhancement Areas And
Unit  Shared  Use  Areas;  reserves  for exterior painting and other appropriate
reserves;  and  a reasonable allowance to Landlord for Landlord's supervision of
the  said  Project Enhancement Areas And Unit Shared Use Areas, which cost shall
not  exceed  three  percent (3%) of the total of the aforementioned expenses for
said calendar year.  Landlord may, however, cause any or all of said services to
be  provided  by  an  independent  contractor  or  contractors.

14.8.     Landlord's  exercise  of any right or obligation to maintain or repair
the  Premises,  Project Enhancement Areas And Unit Shared Use Areas and/or other
areas  of  the  Project  shall  not  entitle  Tenant  to  any abatement of rent,
compensation  or  damages  for injury, loss or inconvenience occasioned thereby.

14.9.     Tenant  waives  the  right to make repairs at Landlord's expense under
any  Law,  including, but not limited to, Sections 1932, 1933, 1941, and 1942 of
the  California  Civil  Code.

14.10.     Tenant,  at  its  own  expense, shall make all repairs to the Project
that are made necessary by any breach of this Lease or any misuse or neglect by:

14.10.1.     Tenant  or  any  of  its  officers, agents, employees, contractors,
licensees,  or  subtenants;  or

14.10.2.     Any  visitors,  patrons,  guests,  or  invitees  of  Tenant  or its
subtenant.

14.11.     All  such  repairs  shall be at lest equal in quality to the original
work, shall be made only by a licensed, bonded contractor approved in advance by
Landlord,  and  shall be made only at such time or times as shall be approved by
Landlord.  Landlord  may  impose  reasonable  restrictions and requirements with
respect  to  such  repairs. At the time of the expiration of the tenancy created
herein,  Tenant  shall  surrender  the  Premises  in  good order, condition, and
repair, ordinary wear and tear excepted. Tenant shall not commit or suffer to be
committed  any  waste  in  or  upon  the  Premises.

14.12.     Tenant shall, at its own expense, keep and maintain the Premises in a
clean,  sanitary,  and  safe  condition  in  accordance  with  all  Laws.

14.13.     Tenant  shall,  at  its  own  expense, install and maintain such fire
extinguishers  and  other fire protection devices (other than sprinkler systems)
as  may  be  required  in  the  Premises  from time to time by any agency having
jurisdiction  and/or  by  the  insurance  underwriters  insuring  the  Building

15.     UTILITIES  AND  SERVICES.

15.1.     Except  as  otherwise  provided in this Article, Tenant shall make all
arrangements  for and pay for all utilities and services furnished to or used by
it,  including,  without limitation, gas, electricity, water, telephone service,
and  trash  collection,  and  for  all connection charges. If Tenant requires or
utilizes  more  water  or electrical power than Landlord considers reasonable or
normal for general office use, light manufacturing, or warehousing, Landlord may
at its option (a) require Tenant to pay, as additional rent, the cost, as fairly
determined  by  Landlord,  incurred  by such extraordinary usage and (b) install
separate  meter(s)  or  monitors  for  the  Premises,  at Tenant's sole expense.

15.2.     In the event that Landlord furnishes any utilities (referred to herein
as  the "Jointly Metered Utilities"), Landlord shall only be required to provide
heating, air conditioning, and ventilation during normal business hours.  Normal
business  hours  shall be defined from time to time by Landlord in the rules and
regulations.

15.3.     Tenant  shall  pay  to  Landlord,  as additional rent, the cost of all
Jointly  Metered  Utilities  in  the  following  manner:

15.3.1.     Tenant  shall  pay to Landlord, as additional rent, on the first day
of  each calendar month of the term of this Lease, an amount equal to Landlord's
best  estimate  (based  on  Landlord's  budgeted figures) of all Jointly Metered
Utilities based upon Tenant's proportionate share of the occupied square footage
of  the  building or buildings serviced by such meter and any extraordinary uses
which  may  be  made  by  Tenant;

15.3.2.     Within  sixty  (60)  days  following  the end of each calendar year,
Landlord  shall  furnish Tenant with a statement covering the calendar year just
expired (certified as correct by an authorized representative of Landlord, or if
requested  by  a  majority  of the tenants in the Building by a certified public
accountant)  showing  (i)  the total cost of Jointly Metered Utilities; (ii) the
amount  of Tenant's proportionate share of the Jointly Metered Utilities for the
calendar year; and (iii) the payments made by Tenant with respect to such period
as  set  forth  in  this  Article.  If  Tenant's  payments  exceed  Tenant's
proportionate share of such costs, Tenant shall be entitled to offset the excess
against  the  next payments due Landlord as set forth in this Article.  However,
if  Tenant's  proportionate  share  of  the  Jointly  Metered  Utilities exceeds
Tenant's payments, Tenant shall pay Landlord the deficiency within ten (10) days
after  receipt  of such statement.  In addition, Tenant's proportionate share of
the total Jointly Metered Utilities for the previous calendar year shall be used
as  an  estimate  for  the  current  year  and  paid to Landlord pursuant to the
provisions  of  this  Article.

15.4.     Tenant  shall  pay to Landlord, as additional rent, the Domestic Water
Fee  in  the  following  manner:

15.4.1.     Tenant  shall  pay to Landlord, as additional rent, on the first day
of  each  calendar  month of the term of this Lease, the Domestic Water Fee. The
Domestic  Water  Fee  is  an  amount equal to Landlord's best estimate (based on
Landlord's  budgeted figures) of the cost of all domestic water furnished to the
Premises  based upon Tenant's proportionate share of the occupied square footage
of  the  building or buildings serviced by such meter and any extraordinary uses
which may be made by Tenant. The Domestic Water Fee does not include the cost of
water used in any industrial cooling or washing processes. Such additional water
costs  shall  be  borne  by  Tenant.

15.4.2.     Ninety  (90)  days following the end of each calendar year, Landlord
shall  furnish  Tenant  with a statement covering the calendar year just expired
(certified  as  correct by an authorized representative of Landlord) showing (i)
the  total  cost  of  domestic  water  charges  (ii)  the  amount  of  Tenant's
proportionate  share  of  the  domestic water charges for the calendar year; and
(iii)  the  payments  made by Tenant with respect to such period as set forth in
this  Article.  If Tenant's payments exceed Tenant's proportionate share of such
costs,  Tenant  shall be entitled to offset the excess against the next payments
due  Landlord  as  set forth in this Article. However, if Tenant's proportionate
share  of the domestic water charges exceeds Tenant's payments, Tenant shall pay
Landlord the deficiency within ten (10) days after receipt of such statement. In
addition,  Tenant's  proportionate share of the total domestic water charges for
the previous calendar year shall be used as an estimate for the current year and
paid  to  Landlord  pursuant  to  the  provisions  of  this  Article

15.5.     Landlord shall not be liable for, and Tenant shall not be entitled to,
any reduction of rental by reason of Landlord's failure to furnish any utilities
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. No such
failure  or  interruption shall entitle Tenant to terminate this Lease. 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. Wherever heat generating machines or
equipment  are  used  in  the  Premises  which  affect the temperature otherwise
maintained  by  the  air  conditioning  system,  Landlord  reserves the right to
install  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.

15.6.     Tenant  may,  at  its sole expense, elect to install its own meter for
any  utilities which are jointly metered by written notice delivered to Landlord
one  (1)  month prior to the initiation by Tenant of any work to effectuate such
change.

15.7.     Landlord  shall,  during  all normal business hours, maintain and keep
lighted  the  common stairs, common entries, and toilet rooms in the building of
which  the  Premises  are  a  part.

15.8.     Landlord shall not be liable for, and Tenant shall not be entitled to,
any  abatement  or  reduction of rent by reason of Landlord's failure to furnish
any  utilities  when  such  failure is caused by accident; act of God; breakage:
repairs;  strikes; lockouts or other labor disturbances or labor disputes of any
character;  any  Law, moratorium, or other action of any federal, state, county,
or  municipal  authority; inability despite the exercise of reasonable diligence
by  Landlord  to  obtain  electricity,  water,  or  fuel; or by any other cause,
similar  or  dissimilar,  beyond  the  reasonable  control of Landlord.  No such
failure  or interruption shall entitle Tenant to terminate this Lease.  Also, no
eviction  of  Tenant  shall  result  from  such  failure and Tenant shall not be
relieved from the performance of any covenant or agreement in this Lease because
of  such  failure.  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.  Wherever heat
generating  machines  or  equipment  are  used  in the Premises which affect the
temperature  otherwise  maintained  by  the  air  conditioning  system, Landlord
reserves  the  right  to  install  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.

15.9.     Landlord  reserves  the right to stop providing plumbing, ventilation,
air  conditioning,  electric,  water,  or any other service provided by Landlord
under  this  Lease,  when  necessary  by  reason of accident or emergency or for
repairs,  alterations  or  improvements,  which  in  the  reasonable judgment of
Landlord are desirable or necessary to be made, until said repairs, alterations,
or  improvements  shall  have  been  completed.

16.     INDEMNITY  AND  EXCULPATION.

16.1.     Tenant  is  liable for, and shall indemnify, protect, defend, and hold
Landlord  harmless  from  and against, any and all loss, claims, actions, suits,
liabilities,  judgments,  costs,  and  expenses  (including  attorneys' fees) by
reason  of  the  following:

16.1.1.     injury  to  any  person  or property, from whatever cause, all or in
part  connected with the condition or use of the Premises or the improvements or
personal  property located therein, including, but not limited to, any liability
for injury to the person or property of Tenant, its agents, officers, employees,
invitees,  or  trespassers;

16.1.2.     any activity, work or thing done, permitted or suffered by Tenant in
or  about  the  Premises,  the  Project  or  the  Common  Area;  and

16.1.3.     any  breach  or  default  in the performance of any obligation to be
performed  by  Tenant  under  the  terms  of  this  Lease;  and

16.1.4.     any  act,  neglect,  fault or omission of Tenant or of its agents or
employees, except to the extent caused by or resulting from the gross negligence
or  willful  misconduct  of  Landlord  or  its  employees  in  the  operation or
maintenance  of  the  Premises,  the  Building,  or  the  Project.

16.2.     Tenant  shall, at Tenant's expense, resist and defend any such action,
suit,  or  proceeding  or  cause  the same to be resisted or defended by counsel
designated  by  Tenant and approved by Landlord in writing.  Tenant's obligation
hereunder shall survive the termination of this Lease, if the incident requiring
such  defense  occurred  during  the  Lease  term.

16.3.     Neither  Landlord nor any manager, member, partner, director, officer,
agent  or  employee  of  Landlord  shall  be  liable  to Tenant or its partners,
directors,  officers,  contractors,  agents,  employees,  invitees,  sublessees,
licensees  for  any loss, injury or damage to or death of Tenant or to any other
person, or to its or their property, goods, wares, and merchandise in, upon, and
about  the  Premises  irrespective  of the cause of such injury, damage or loss,
except to the extent caused by or resulting from the gross negligence or willful
misconduct  of  Landlord or its employees in the operation or maintenance of the
Premises,  the  Building,  or  the  Project.  Further,  neither Landlord nor any
manager, member, partner, director, officer, agent or employee of Landlord shall
be liable (i) for any such damage caused by other tenants or persons in or about
the  Project,  or caused by quasi-public work; or (ii) for consequential damages
arising  out  of  any  loss  of  the  use  of  the  Premises of any equipment or
facilities  therein  by  Tenant  or any person claiming through or under Tenant.
Tenant,  as a material part of the consideration to Landlord, hereby assumes all
risk  of  all  such  damage to property or injury or death to person in, upon or
about  the  Premises  from  any  cause  whatsoever.  Except  as provided in this
Section,  Tenant  hereby  waives  all  its  claims  in  respect  thereof against
Landlord.

16.4.     All  of  Tenant's  releases  and  indemnification,  defense,  and hold
harmless  obligations  under  this  Lease  survive  the  expiration  or  other
termination  of  this  Lease,  without  limitation.

16.5.     Any  diminution or shutting off of light, air or view by any structure
which  may  be  erected  on lands adjacent to the Project shall in no way affect
this  Lease  or  impose  any  liability  on  Landlord.

17.     INSURANCE.

17.1.     Landlord  shall maintain, at Tenant's expense, a policy or policies of
insurance,  as  Landlord  reasonably  deems  necessary  from  time to time or is
required  by  Landlord's  lenders,  protecting  against  the  following:

17.1.1.     Fire  and  other  perils  normally included in the extended coverage
insurance  with  special  form,  to  the  extent of at least one hundred percent
(100%)  of  the  insurable  value  of the Building and other improvements on the
Premises  exclusive  of trade fixtures, equipment, goods and materials belonging
to  Tenant;

17.1.2.     Rent  loss  insurance  to the extent of at least one hundred percent
(100%)  of  the  annual  gross  rentals  from  the Project of which the Premises
constitutes  a  part;  and

17.1.3.     Public  liability  and  property  damage  insurance  and  products
liability  insurance  with  respect to Project Enhancement Areas And Unit Shared
Use  Areas  for the joint benefit of Landlord and Tenant in amounts (i) not less
than  $1,000,000  for  injury  or  death  to  any one person, (ii) not less than
$1,000,000  per  occurrence, and (iii) not less than $250,000 per occurrence for
damage  to property.  Said amount shall be subject to adjustment every Three (3)
years to the then prevailing limits normally required for operations of the type
conducted  by  Tenant  on  the  Premises.

17.2.     Tenant  shall  pay  to Landlord, as additional rent, and in the manner
provided  in the Article titled "Operating Expenses," Tenant's Pro Rata Share of
the  cost  of  insurance  required  in  Sections  1  and  6  of  this  Article.

17.3.     Tenant shall maintain in force and effect at all times during the term
of this Lease, and at all times during any early entry whereby Tenant desires to
perform  any work or store any property in the Premises, a policy or policies of
fire,  extended  coverage,  and special extended coverage ("all risk") insurance
with  respect  to  Tenant's  fixtures,  furniture, personal property, equipment,
goods  and  materials located in the Premises, sprinkler leakage, energy systems
coverage,  coverage  for  water  damage  to  contents,  and earthquake sprinkler
leakage,  with vandalism and malicious mischief endorsements to the extent of at
least  one  hundred  percent  (100%)  of  their  insurable  value, including all
leasehold  improvements and betterments to the Premises installed by or paid for
by  Tenant.  Coverage  shall also include all personal property of third parties
to the extent any such fixtures and personal property are used or located in the
Premises.  During  the  term  of  this Lease, the proceeds of any such policy or
policies of fire insurance shall be used solely for the repair or replacement of
the  fixtures or equipment so insured.  Landlord shall have no claim or interest
in  said  insurance  and  shall  sign  all documents necessary to effectuate the
settlement  of  any  claim  or  loss  by  Tenant.

17.4.     Tenant shall maintain in force and effect at all times during the term
of this Lease, with an insurance company acceptable to Landlord, a comprehensive
general  liability  insurance policy with respect to the Premises, for the joint
benefit  of  Landlord and Tenant for personal injury in amounts of not less than
$1,000,000  for  bodily injury or death to any one person, in an amount not less
than  $3,000,000  per  occurrence,  for property damage in an amount of not less
than  $1,000,000  per  occurrence,  and  in  an  amount not less than $3,000,000
general  aggregate  on  a per location basis.  Such insurance shall also include
blanket  contractual coverage covering Tenant's indemnity obligations hereunder,
public  liability,  broad  form  property  damage, products liability, completed
operations, legal liability in excess of recovery obtained by Landlord under any
insurance  maintained by Landlord, liquor liability or host liquor liability, if
Tenant  serves  liquor  in  the  Premises,  and  owned  and non-owned automobile
coverages.  The  amounts  of  such public liability insurance shall be increased
from  time  to  time  as Landlord may reasonably determine or as required by any
lender  with  an  interest  in  the  Project.  Such  insurance must include: (a)
specific  coverage  provisions  or  endorsements  naming  Landlord  and Property
Manager  as  additional insureds by an "Additional Insured - Managers or Lessors
of  Premises"  endorsement  (or  equivalent  coverage  or  endorsement); and (b)
provisions  stating that the insurer has a duty to defend all insureds under the
policy  (including  additional  insureds),  and  that  defense costs are paid in
addition  to,  and  do  not  deplete,  the  policy  limits. Tenant shall furnish
Landlord with a certificate of insurance with respect to such policy or policies
prior  to  entry  of  the  Premises.

17.5.     Tenant shall maintain in force and effect at all times during the term
of  this  Lease  with  an  insurance  company  acceptable  to Landlord, workers'
compensation  insurance, including employer's liability coverage, as required by
any  and  all  Laws.

17.6.     Tenant  shall  not  keep,  use,  sell or offer for sale in or upon the
Premises  any  article  which  may  be  prohibited  by  any  insurance  policy
periodically  in  force  covering the Project. If Tenant's occupancy or business
in,  or  on,  the  Premises,  whether or not Landlord has consented to the same,
results  in  any  increase in premiums for the insurance periodically carried by
Landlord  with  respect  to the Project or any portion thereof, Tenant shall pay
any  such  increase  in  premiums  as additional rent within ten (10) days after
being  billed  therefor  by Landlord.  In determining whether increased premiums
are  a  result  of  Tenant's  use  of  the  Premises,  a  schedule issued by the
organization  computing  the  insurance  rate  on  the  Project  or  the  Tenant
Improvements  showing  the  various components of such rate, shall be conclusive
evidence of the several items and charges which make up such rate.  Tenant shall
promptly  comply  with all reasonable requirements of the insurance authority or
any  present  or  future  insurer  relating  to  the  Premises.

17.7.     Landlord  and Tenant hereby mutually release each other from liability
and  waive  all  right  to  recover against each other (and against the members,
officers, employees, and agents of the other party) from any loss or damage from
perils insured against under their respective fire insurance policies, including
any extended coverage and endorsements to said policies.   However, this Section
shall  be  inapplicable if it would have the effect, but only to the extent that
it  would have the effect, of invalidating any insurance coverage of Landlord or
Tenant.  The Parties shall, in obtaining the policies of insurance that they are
required to maintain under this Lease, give notice to their respective insurance
carriers  that  the  foregoing mutual waiver of subrogation is contained in this
Lease,  and  each  shall  obtain,  if available, from their respective insurance
companies, a waiver of any right of subrogation which said insurance company may
have  against the Landlord or the Tenant, as the case may be.  In the event that
the  insurance company of Tenant does not waive the right of subrogation against
Landlord and its insurance company, Tenant shall (i) maintain during the term of
this  Lease  fire legal liability coverage with respect to the Premises and (ii)
shall  pay  to  Landlord  upon demand, Landlord's cost incurred in securing fire
legal  liability protecting Landlord in the event of the destruction of Tenant's
property.

17.8.     Landlord  may  maintain,  at  the  Tenant's  expense (pro rated in the
manner  described  in  the  Article  titled  "Operating  Expenses"),  boiler and
machinery  insurance  on  all  boilers,  heating  equipment,  air  conditioning
equipment, and other pressure vessels and systems that may be located in, on, or
about  the Premises.  Tenant shall reimburse Landlord for the insurance provided
by Landlord under this Section in accordance with the terms set forth in Section
2  of  this  Article.

17.9.     All  the  insurance  required  under  this  Lease  shall:

17.9.1.     Be  issued  by  insurance  companies  authorized  and licensed to do
business in the State of California, with a General Policyholders Rating of "A",
and  a  financial rating of at least superior status as rated in the most recent
edition  of  Best's  Insurance  Reports;

17.9.2.     Be  issued  as  a  primary  policy;

17.9.3.     Contain  an  endorsement requiring one (1) month written notice from
the insurance company to both Landlord and Landlord's lender before cancellation
or  change  in  the  coverage,  scope,  or  amount  of  any  policy.

17.9.4.     Be  issued  by  a  responsible  carrier  reasonably  acceptable  to
Landlord.

17.10.     Tenant  may  elect  to  have (i) reasonable deductibles not to exceed
$2,500 in connection with the policies of insurance required to be maintained by
Tenant  under  this  Section  and  (ii)  the  insurance  coverage required to be
maintained  under  this  Lease  by  Tenant provided under "umbrella" policies of
insurance  provided  that  Tenant  obtains  a  "per  project,  per  location
endorsement".

17.11.     Tenant  shall deliver to Landlord at least ten (10) days prior to the
time such insurance is first required to be carried by Tenant, and thereafter at
least  thirty (30) days prior to expiration of each such policy, certificates of
insurance  evidencing  the  above  coverages  with  limits  not  less than those
specified  above  and  certified  copies of all required endorsements.  With the
exception of Workers Compensation, such certificates and the policies they refer
to, shall (i) be endorsed to name Landlord and each of its , affiliates, lenders
and  agents  so designated by Landlord from time-to-time as additional insureds,
(ii)  expressly  provide that the interests of such persons therein shall not be
affected  by  any  breach  by  Tenant  of  any  policy  provision for which such
certificates  or endorsements evidence coverage, (iii) be on an occurrence basis
and  (iv)  contain  a  cross-liability  endorsement  or severability of interest
clause acceptable to Landlord.  A copy of the additional insured endorsement for
policies  currently  in effect shall be attached to the certificates as required
above.  Further,  each  such certificate and endorsement shall expressly provide
that no less than thirty (30) days' prior written notice shall be given Landlord
in the event of material alteration or cancellation of the coverage evidenced by
such  certificate  or  endorsement.  The  words  "Carrier agrees to provide such
notice"  shall  be  used  on  Certificates  of  Insurance  provided to Landlord.
Certificates  of insurance containing such phrases as "Carrier shall endeavor to
notify Certificate Holder" " shall not be considered acceptable for the purposes
of  this provision.  The insurance which Tenant is required to maintain in force
and  effect  under  this  Agreement  shall  be the primary insurance as respects
Landlord  (and  any  other  additional  insureds designated by Landlord) and not
contributory  with  any other available insurance. The certificates of insurance
evidencing the liability insurance coverage shall contain an endorsement to such
effect.

17.12.     If on account of a failure of Tenant to comply with the provisions of
the  above  Section, Landlord is adjudged a co-insurer by its insurance carrier,
then  any loss or damage Landlord shall sustain by reason thereof shall be borne
by  Tenant  and  shall  be  immediately  paid  by Tenant as additional rent upon
receipt  of  a  bill  therefor  and  evidence  of  such  loss  or  damage.

17.13.     In  no  event  shall  the limits of any coverage maintained by Tenant
pursuant to this Article be considered as limiting Tenant's liability under this
Lease.

17.14.     If  Tenant  fails  to  maintain  any  insurance  required  hereunder,
Landlord  may  procure such policies for Tenant's account, and the cost thereof,
plus  an  administrative  fee of fifteen percent (15%), shall be immediately due
and  payable  by  Tenant  as  additional  rent.

18.     ALTERATIONS.

18.1.     Tenant  shall  not  make  any  alterations,  additions or improvements
(collectively,  "alterations")  to  the Premises except as provided herein.  Any
alterations,  additions  or  improvements  desired  by  Tenant shall be made, at
Tenant's  expense only after Tenant submits detailed final plans and drawings to
Landlord  and  obtains  Landlord's  consent  to alterations and approval of such
plans  Work  shall  be  performed  only  by contractors or mechanics approved by
Landlord,  which  approval  shall  not  be  unreasonably  withheld. Tenant shall
construct  such  Alterations  in  accordance  with  the plans and specifications
approved  by  Landlord,  and  shall  not  amend  or  modify  such  plans  and
specifications  without Landlord's prior written consent. If the proposed change
requires  the  consent  or  approval of the holder of a mortgage encumbering the
Project,  such  consent or approval must be secured prior to the construction of
such Alteration. Tenant agrees that there shall be no construction of partitions
or  other  obstructions  which  might  interfere  with Landlord's free access to
mechanical installations or service facilities of the Building or interfere with
the  moving  of  Landlord's  equipment to or from the enclosures containing said
installations  or  facilities.  All such work shall be done at such times and in
such  manner  as  Landlord  may from time to time reasonably designate. Any such
alterations,  additions or improvements shall be in conformity with all Laws and
in  full  compliance  with  the  requirements  of  any mortgages encumbering the
Project and any insurance policies relating to the Project and excepting movable
furniture, trade fixtures, machinery and other trade equipment shall become part
of  the  realty and belong to Landlord.  However, Landlord can elect, within one
(1)  month  before  expiration  of  the  term,  or  within  one  (1) month after
expiration  or  termination  of  the  term,  to  require  Tenant  to  remove any
alterations,  additions  or  improvements  Tenant  has made to the Premises.  If
Landlord  so  elects,  Tenant at its sole cost shall restore the Premises to the
condition  designated  by  Landlord  in its election, before the last day of the
term,  or  within  fifteen (15) days of Landlord's election, whichever is first.

18.2.     Before  commencing  any  work,  whether  or  not Landlord's consent is
required,  Tenant  shall give Landlord at least ten (10) days' written notice of
the  proposed commencement of such work to allow Landlord to post and record, at
Tenant's  expense,  notices of non-responsibility.  Tenant shall, if required by
Landlord, secure at Tenant's own cost and expense, appropriate insurance and, if
the  cost  of  the  work  exceeds  $25,000, a completion and lien indemnity bond
satisfactory to Landlord for any said work.  Tenant further covenants and agrees
that any mechanic's lien or other lien filed against the Premises or against the
Building  for  work  claimed to have been done for, or materials claimed to have
been  furnished  to,  Tenant  will  be  discharged  by Tenant as provided in the
Article  titled  "Mechanics  Liens"  below.  Upon completion of any work, Tenant
shall record a notice of completion sufficient under applicable mechanic's' lien
Laws.

18.3.     Tenant may install trade fixtures, machinery, or other trade equipment
in conformance with all Laws and in full compliance with the requirements of any
mortgages  encumbering  the  Project  and any insurance policies relating to the
Project.  Tenant  may  remove  any  of such trade fixtures or machinery upon the
expiration  or  termination  of this Lease if Tenant is not in default under the
terms  and  conditions  of this Lease. If Tenant shall fail to remove all of its
effects  from  the  Premises  upon  termination  of  this  Lease  for  any cause
whatsoever,  the  provisions under the Article titled "Surrender of Premises" of
this  Lease  shall  apply.

18.4.     In  the  event that Tenant installs trade fixtures, machinery or other
trade  equipment,  Tenant shall return the Premises on expiration or termination
of  this Lease to the same condition as existed at the date of entry, reasonable
wear  and tear excepted.  In any event, Tenant shall repair any damage resulting
from  the  removal  of  trade  fixtures,  machinery  or other trade equipment of
Tenant.

18.5.     Any  electrical  wiring, conduit, junction boxes and outlets installed
by  Tenant shall comply with all building codes and shall become the property of
Landlord  upon  termination  of  this  Lease.

18.6.     If  Tenant fails to promptly commence and diligently pursue completion
of  removal  and  restoration of alterations, additions, or improvements, Tenant
shall  pay  to  Landlord  the  cost  thereof,  including a reasonable charge for
Landlord's  overhead,  upon  Landlord's  demand.  If Tenant has not removed such
items  and  completed restoration of the Premises upon the expiration or earlier
termination  of this Lease, Tenant shall continue to pay rent for the portion of
the  Premises  not  completely  vacated.

19.     MECHANICS'  LIENS.

19.1.     Tenant  shall  pay, when due, all costs for construction done by it or
caused  to  be  done  by  it on the Premises as permitted by this Lease.  Tenant
shall  keep  the  building,  other  improvements, and land free and clear of all
mechanics'  liens  resulting  from  construction  or  other  work done by or for
Tenant.  Tenant  hereby  indemnifies  and  holds Landlord harmless against loss,
damage,  attorney's  fees and all other expenses on account of claims of lien of
laborers  or  materialmen  or others for work performed or materials or supplies
furnished  for  Tenant or persons claiming under it. If Tenant shall not, within
ten  (10) days following the imposition of any such liens, cause such lien to be
released  of  record  by  payment  or  posting  of a proper bond satisfactory to
Landlord,  then  Landlord shall have, in addition to all other remedies provided
herein or by law, the right to cause such lien to be released by such reasonable
means  as  Landlord  shall deem proper, including payment and/or defense against
the  claim  giving rise to such lien. All sums paid by Landlord and all expenses
incurred  by  it in connection therewith, together with an administrative fee of
fifteen percent (15%), shall create automatically an obligation of Tenant to pay
an  equivalent  amount  to  Landlord  as Rent, which rent shall be so payable by
Tenant  on  Landlord's demand therefore with a late charge (as defined under the
article  titled  "Late  Charges")  and  interest  accruing from the date paid or
incurred  by  Landlord  until  reimbursed  to  Landlord  by  Tenant.

19.2.     Tenant shall have the right to contest the correctness or the validity
of  any  such  lien  if,  immediately on demand by Landlord, Tenant procures and
records  a  lien release bond issued by a corporation authorized to issue surety
bonds  in  California in an amount equal to one and one-half times the amount of
the claim of lien.  The bond shall meet the requirements of the California Civil
Code  and shall provide for the payment of any sum that the claimant may recover
on  the  claim  (together  with  costs  of  suit, if it recovers in the action).

20.     DESTRUCTION.

20.1.     In  the  event  of total or partial destruction of the Building and/or
the  Premises, Landlord may elect, as soon as reasonably possible thereafter, to
commence  repair,  reconstruction  and  restoration  of  the Building and/or the
Premises.  In  that  event,  this  Lease  shall remain in full force and effect.
However,  within  ninety (90) days after the date of such damage or destruction,
Landlord,  in  Landlord's  sole  and  absolute discretion, and regardless of the
availability  of  insurance proceeds, may elect not to so repair, reconstruct or
restore  the  Building  and/or  the  Premises.  In  that event, this Lease shall
terminate  as  of  the  date  of  such  damage  or  destruction.

20.2.     In  the  event  of  a partial damage to or destruction of the Building
and/or the Premises, to an extent not exceeding twenty-five percent (25%) of the
full  insurable  value  thereof,  Landlord  shall  commence  and  proceed  with
reasonable diligence with the work of repair, reconstruction and restoration if:
(i)  the  damage  thereto  is  such  that  the  Building  and/or Premises may be
repaired, reconstructed or restored within a period of ninety (90) days from the
date  of the happening of such casualty; and (ii) if Landlord receives insurance
proceeds sufficient to cover the cost of such repairs. In that event, this Lease
shall  continue  in  full  force and effect.  Otherwise, Landlord, in Landlord's
sole and absolute discretion, may either: (i) elect to so repair, reconstruct or
restore,  in  which  case  the Lease shall continue in full force and effect; or
(ii) Landlord may elect not to repair, reconstruct or restore, in which case the
Lease  shall  terminate  as  of  the date of such partial damage or destruction.
Under  any of the conditions of this Section, Landlord shall give written notice
to  Tenant  of  its  intention  within  said  sixty  (60)  day  period.

20.3.     If  any  partial  damage or destruction is due to any cause other than
fire  or  other  peril  covered by extended coverage insurance, Landlord may, by
written  notice  to Tenant within ninety (90) days after the date of such damage
or  destruction,  elect to terminate this Lease as of the date of such damage or
destruction.

20.4.     If  Landlord  determines  in Landlord's reasonable opinion that Tenant
cannot be provided with reasonable use of and access to the repaired Premises or
the  Building within six (6) months (or three (3) months during the last year of
the  Lease  term)  after  the  date of any damage or destruction thereto, Tenant
shall  have  the  right  to  terminate this Lease by written notice delivered to
Landlord  within  fifteen  (15) days after the date of Landlord's determination,
provided that the damage or destruction was not due to the negligence or willful
misconduct  of  Tenant  or  its  agents,  employees  or  invitees.

20.5.     Notwithstanding  anything  to  the contrary contained in this Article,
Landlord  shall  not  have  any  obligation whatsoever to repair, reconstruct or
restore  the Premises when the damage or destruction resulting from any casualty
occurs  during  the  last twelve (12) months of the term of this Lease. Landlord
may elect to terminate this Lease as of the date the damage occurred, regardless
of  the  sufficiency  of  any  insurance  proceeds.  However,  if Tenant has any
unexpired  options  to extend the term of this Lease, if Tenant delivers written
notice  to  Landlord  exercising  such  option  within  five (5) days after such
termination  by  Landlord,  this  Lease  shall  remain  in effect subject to the
remaining  terms  of  this  Article.

20.6.     Tenant  shall  not  be released from any of its obligations under this
Lease  except  to  the  extent  and upon the conditions expressly stated in this
Article.  Landlord  shall not be liable for any failure to make any such repairs
if such failure is caused by any Unavoidable Delays (as defined below). However,
if  such  failure  shall  persist  for  more than one hundred eighty (180) days,
either party may, by written notice to the other, terminate this Lease as of the
date  of  the  occurrence  of  such  damage.

20.7.     Upon any termination of this Lease under any of the provisions of this
Article,  the  parties shall be released without further obligation to the other
arising  after  the  date possession of the Premises is surrendered to Landlord.

20.8.     If  Landlord is required or elects to restore the Premises as provided
in  this Article, Landlord shall prosecute the same with reasonable diligence to
completion.  However,  Landlord  shall not be required to restore alterations or
improvements  made  by  Tenant, Tenant Improvements, Tenant's Trade Fixtures, or
Tenant's  Personal Property.  Such excluded items are the sole responsibility of
Tenant  to  restore.  Without interfering with Landlord's repair and restoration
process, Tenant shall commence and diligently prosecute to completion the repair
and  restoration  of  such  alterations  and  improvements and shall replace all
Tenant  Improvements,  Tenant's  Trade  Fixtures,  or Tenant's Personal Property
promptly  upon  delivery  of  the  Premises  to  Tenant.

20.9.     If Landlord elects to repair the damage, and, if the damage was due to
the  negligence  or  willful  misconduct of Tenant, Tenant shall pay Landlord an
amount  equal  to  the  difference  between  the  actual  cost of repair and any
insurance  proceeds  received by Landlord.  If the Premises, the Building or the
Project  is  damaged,  and  such damage is of the type insured against under the
fire  and  special  form  property  damage  insurance  maintained  by  Landlord
hereunder, the cost of repairing said damage, up to the amount of the deductible
under  said insurance policy, shall be included as a part of Operating Expenses.

20.10.     Landlord  and  Tenant  hereby waive the provisions of any statutes or
court  decisions  that  relate to the abatement of rent or termination of leases
when  leased property is damaged or destroyed and agree that such event shall be
exclusively  governed  by  the  terms  of  this  Lease.

20.11.     If  the  existing  laws do not permit the restoration as described in
this Article, either Party may terminate this Lease immediately by giving notice
to  the  other  Party.

20.12.     If Landlord is required or elects to restore the Premises as provided
in  this  Article,  Tenant  shall  continue the operation of its business on the
Premises,  during  the  restoration period, to the extent reasonably practicable
from  the  standpoint  of  prudent business management and to the extent that it
will  not  interfere  with  the  repair  and  restoration  process.

20.13.     Except  for  abatement  of  rent  as provided in this Article, Tenant
shall  have  no  claim against Landlord for any damage suffered by reason of any
damage, destruction, repair or restoration of the Premises.  Tenant shall not be
entitled to any compensation or damages from Landlord as a result of any partial
or  total  destruction of the Premises or for any inconvenience, loss, or damage
that  Tenant  may  incur  as  a  result  of  the  restoration  process.

20.14.     In  the  event that either Party elects to terminate this Lease under
the  enabling provisions of this Article, Tenant shall surrender to the Landlord
all  proceeds  from  the  insurance  policies  described  in  the Article titled
"Insurance,"  excluding  proceeds for the Tenant's trade fixtures and equipment.

20.15.     In  the  case  of damage or destruction caused from a risk covered by
insurance  provided  in  the  Article  titled  "Insurance,"  there  shall  be no
abatement  or  reduction  of  rent.  In the case of damage or destruction caused
from  a  risk  not  covered  by  the  insurance  provided  in the Article titled
"Insurance,"  there  shall be an abatement or reduction of rent between the date
of destruction and the date of completion of restoration, based on the extent to
which  the  destruction  interferes  with  Tenant's  use  of  the  Premises.

20.16.     In  the  case of damage or destruction caused from a risk not covered
by  the  insurance provided in the Article titled "Insurance," if such damage or
destruction  is  caused  by  or arises out of Tenant's acts or omissions, or the
acts  or  omissions of Tenant's agents, employees, contractors, and/or invitees,
Landlord  shall not have any obligation to repair or restore under this Article,
and  there  shall  be  no  abatement  of rent under this Lease.  Nothing in this
Article  shall  relieve or limit any liability of Tenant on account of such acts
or  omissions.

21.     CONDEMNATION.

21.1.     "Condemnation"  means  (i)  the  exercise  of  any governmental power,
whether  by  legal proceedings or otherwise, by a condemnor and (ii) a voluntary
sale  or  transfer  by  Landlord  to  any  condemnor,  either  under  threat  of
condemnation  or  while  legal  proceedings  for  condemnation  are  pending.

21.2.     "Date  of  taking"  means  the  date  the  condemnor  has the right to
possession  of  the  property  being  condemned.

21.3.     "Award"  means  all  compensation, sums, or anything of value awarded,
paid,  or  received  on  a  total  or  partial  condemnation.

21.4.     "Condemnor"  means  any  public  or quasi-public authority, or private
corporation  or  individual,  having  the  power  of  condemnation.

21.5.     If, during the term or during the period of time between the execution
of  this  Lease  and  the  date  the  term  commences,  there  is  any taking by
condemnation of all or any part of the land, building, or other improvements, of
which  are a part of the Premises, or any interest in this Lease, the rights and
obligations  of  the  Parties  shall  be  determined  pursuant  to this Article.

21.6.     If  the  Premises  are totally taken by condemnation, this Lease shall
terminate  on  the  date  of  taking.

21.7.     If  any  portion  of the Premises is taken by condemnation, this Lease
shall  remain in effect, except that Tenant can elect to terminate this Lease if
the  remaining  portion  of  the  Premises  is  rendered unsuitable for Tenant's
continued use of the Premises.  If Tenant elects to terminate this Lease, Tenant
must  exercise  its right to terminate pursuant to this Section by giving notice
to  Landlord  within one (1) month after the nature and the extent of the taking
have  been  finally  determined.  If  Tenant  elects  to terminate this Lease as
provided  in  this  Section,  Tenant  also  shall notify Landlord of the date of
termination,  which  date shall not be earlier than one (1) month nor later than
three  (3)  months  after  Tenant  has  notified  Landlord  of  its  election to
terminate.  However,  this  Lease  shall  terminate on the date of taking if the
date  of  taking falls on a date before the date of termination as designated by
Tenant.  If  Tenant  does  not  terminate  this  Lease  within the one (1) month
period,  this  Lease  shall  continue  in  full  force  and  effect.

21.8.     If any portion of the Premises is taken by condemnation and this Lease
remains  in  full force and effect, on the date of taking the Base Rent shall be
reduced  by an amount that is in the same ratio to Base Rent as the value of the
area  of  the  portion  of  the  Premises  taken bears to the total value of the
Premises  immediately  before  the  date  of  taking.

21.9.     If  the  parking  area  of the Premises is taken by condemnation, this
Lease  shall  remain in full force and effect.   However, if fifty percent (50%)
or  more  of  the parking area is taken by condemnation, either Party shall have
the  election  to  terminate  this  Lease  pursuant  to  this  Section.

21.10.     If, within one (1) month after the date that the nature and extent of
the taking are finally determined, Landlord notifies Tenant that Landlord at its
cost  shall  add on to the remaining Premises' parking area so that the area and
the  approximate  layout  of the Premises and parking area will be substantially
the  same  after  the date of taking as they were before the date of taking, and
Landlord  commences  the  restoration  immediately and completes the restoration
within  three  (3)  months  after  Landlord  notifies  Tenant,  this Lease shall
continue in full force and effect without any reduction in Base Rent, except the
abatement  or  reduction  made  pursuant  to  Section  12  of  this  Article.

21.11.     Each  Party  waives  the  provisions  of the California Code of Civil
Procedure allowing either Party to petition the superior court to terminate this
Lease  in  the  event  of  a  partial  taking  of  the  Premises.

21.12.     If  there  is a partial taking of the Premises and this Lease remains
in  full force and effect pursuant to Section 7 of this Article, Landlord at its
cost  shall  accomplish  all  necessary  restoration.

21.13.     Rent  shall  be  abated or reduced during the period from the date of
taking  until the completion of restoration, but all other obligations of Tenant
under  this  Lease  shall  remain  in  full  force and effect.  The abatement or
reduction  of  rent  shall  be  based  on  the  extent  to which the restoration
interferes  with  Tenant's  use  of  the  Premises.

21.14.     The award shall belong to and be paid to Landlord, except that Tenant
shall  receive  from  the  award  the  following:

21.14.1.     A  sum attributable to Tenant's improvements or alterations made to
the  Premises  by  Tenant  in  accordance  with  this  Lease,  which  Tenant's
improvements  or  alterations  Tenant  has the right to remove from the Premises
pursuant to the provisions of this Lease but elects not to remove; or, if Tenant
elects  to  remove  any  such  Tenant's  improvements  or alterations, a sum for
reasonable  removal  and relocation costs not to exceed the market value of such
improvements  or  alterations.

21.14.2.     A  sum  attributable  to  any  excess  of  the  market value of the
Premises  (exclusive of Tenant's improvements or alterations for which Tenant is
compensated  under this Section) for the remainder of the term, over the present
value  at  the  date of taking of the Base Rent payable for the remainder of the
term.

21.14.3.     A  sum  attributable  to  that  portion  of  the award constituting
severance  damages  for  the  restoration  of  the  Premises.

21.15.     The taking of the Premises or any part of the Premises by military or
other public authority shall constitute a taking of the Premises by condemnation
only when the use and occupancy by the taking authority has continued for longer
than  six  (6)  consecutive  months.  During  the  six (6) month period, all the
provisions  of  this Lease shall remain in full force and effect.  However, rent
shall  be  abated or reduced during such period of taking based on the extent to
which  the  taking interferes with Tenant's use of the Premises.  Landlord shall
be  entitled  to  whatever  award  may be paid for the use and occupation of the
Premises  for  the  period  involved.

22.     ASSIGNMENT.

22.1.     Tenant shall not voluntarily assign or encumber its rights or 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  through  strict  accordance  with  the  following
procedure:

22.1.1.     Tenant  must  first  give  to Landlord a written notice of intent to
sublease  or  assign  (referred to herein as "Tenant's Notice") at least one (1)
month  prior  to  the  effective  date of any proposed subletting or assignment.
Tenant's  Notice  must  contain  the  following:  (i) whether Tenant proposes to
assign  or  sublet;  (ii)  the  identity  and  trade of the proposed assignee or
sublessee  (each  of  which  is  referred  to  herein  as the "Transferee") with
accompanying  financial  statements  and  background  information  for  both the
individual  Transferee  and  its  business  entities;  (iii)  the  nature of the
proposed  subtenant's  or  assignee's business to be carried on in the Premises;
(iv) a signed statement from both the Tenant and the proposed Transferee stating
all  the terms and conditions of all their transactions concerning the Premises;
and  (v)  in  the  case  of  a  subletting,  a  copy  of  the proposed sublease.

22.1.2.     Tenant  must  at  all  times  promptly notify Landlord of any change
and/or  alteration  of  the  items  required to be in Tenant's Notice.  Tenant's
failure  to  do  so,  or  any misrepresentation or untruth contained in Tenant's
Notice,  by  either  the  Tenant  or the proposed Transferee, shall constitute a
default  by Tenant, and Landlord shall have the right to elect to terminate this
Lease  Agreement.

22.1.3.     After  receipt  of Tenant's Notice, Landlord may, at any time within
one  (1)  month  of  said  receipt, elect to recapture the Premises, or any part
thereof,  and  cancel this Lease as to the amount of the Premises recaptured, by
mailing  a written cancellation notice to Tenant. Such cancellation shall become
effective  one  (1)  month  after  receipt  of  said notice by Tenant. If only a
portion  of  the  Premises  is recaptured, this Lease shall terminate only as to
such portion and rent payable under this Lease shall be proportionately reduced.
Notwithstanding  the foregoing, Tenant may avoid such termination by withdrawing
its  proposed  assignment  or  sublease  by written notice delivered to Landlord
within  five  (5)  days after Landlord's termination notice, and, in such event,
this  Lease  shall  continue  in  full  force  and  effect.

22.1.4.     If  Landlord fails to exercise its right to cancel this Lease within
the  before-mentioned  one (1) month period, said cancellation right on the part
of  the Landlord shall be deemed waived, but only with respect to the assignment
or  sub-letting specified in Tenant's Notice.  Tenant may thereafter assign this
Lease or sublet the Premises in accordance with the terms of Tenant's Notice and
the  restrictions  of  this  Article.  Tenant  understands and acknowledges that
Landlord's  right,  as  provided in this Article, to terminate this Lease rather
than  approve  the assignment thereof or the subletting of all or any portion of
the  Premises  is  a  material  inducement  for Landlord's agreeing to lease the
Premises  to  Tenant  upon  the  terms  and  conditions  herein  set  forth.
Sections  22.1.3  and  22.5  shall  not  apply to an assignment by Tenant of its
interest  in  this  Lease  to  an  affiliate if: (i) Tenant remains obligated to
perform  all  covenants  according to the terms and conditions of the Lease; and
(ii)  NATIONAL  MANUFACTURING  TECHNOLOGIES, INC. reaffirms its Guaranty of this
Lease  concurrently  with  the  assignment.  For  purposes  of  this  Article,
"affiliate"  shall  mean  a  wholly  owned  subsidiary  of  Tenant  or  NATIONAL
MANUFACTURING  TECHNOLOGIES,  INC.

22.2.     Tenant  agrees  to  pay  Landlord's  reasonable  costs  and  expenses
(including  attorneys'  fees)  incurred  in  connection  with the processing and
documentation  of  any  requested  assignment,  subletting,  transfer, change of
ownership,  or  hypothecation  of  this Lease or Tenant's interest in and to the
Premises,  which  is  submitted  to  Landlord  for  Landlord's  consent.

22.3.     Any  mortgage,  pledge  or assignment of this Lease, or if Tenant is a
corporation,  any  transfer  of this Lease from Tenant by merger, consolidation,
reorganization or liquidation shall constitute an assignment for the purposes of
this  Article.  If  Tenant  is  a corporation (other than a corporation publicly
traded  stock  on  a  nationally  recognized  stock exchange), an unincorporated
association,  a  limited  liability  company or a partnership, then the transfer
(including  a transfer by means of a merger), assignment or hypothecation of any
stock  or interest in such corporation, association, a limited liability company
or  partnership  in  the  aggregate  in excess of fifty percent (50%) during any
consecutive  twelve  (12)  month period shall be deemed an assignment within the
meaning and provisions of this Article. However, a transfer or assignment of any
such  stock  or  interest  by a shareholder or member to his spouse, children or
grandchildren  is  excepted  from  the  foregoing  provision.  Tenant  further
acknowledges  and  understands that Landlord's consent is required to any change
in  entity form by Tenant, including, but not limited to, Tenant's change from a
general  partnership  to  a limited liability partnership or a limited liability
company  and  that a condition to Landlord's consent to any such change shall be
Tenant's  acknowledgment  in writing that Tenant and its constituent partners or
owners  remain  fully  liable  and responsible under the Lease subsequent to the
date  of  the  change  in  entity  form.

22.4.     Should  any transfer, assignment (whether voluntary or involuntary, by
operation  of  law, under legal process or proceedings, by mortgage, by security
assignment,  by  receivership,  in  bankruptcy,  or  otherwise), encumbrance, or
sublease be made, or any of Tenant's right under this Lease be sold or otherwise
transferred  by  or  under  court  order  or legal process or otherwise, without
obtaining  Landlord's  written  consent,  according  to  the procedure described
above, such transfer, assignment, encumbrance, or sublease shall be voidable and
ineffective and, at Landlord's election, shall constitute a default.  Landlord's
consent  to  any  assignment,  encumbrance,  or  sublease shall not constitute a
further  waiver of the provisions of this Section, including without limitation,
Landlord's  recapture  right.  The same shall apply to each successive transfer,
assignment,  or  subletting,  if  any.  Landlord shall not unreasonably withhold
consent.  It  shall  not  be  unreasonable for Landlord to withhold such consent
because it wishes to exercise its right to recapture all or part of the Premises
or  because  the proposed transferee is any governmental agency, federal, state,
local  or foreign government, inconsistent with other tenants in the Project, or
for  Landlord  to  condition such consent upon Landlord's determination that (i)
Tenant  is not in default in the performance of any of its obligations (monetary
or non-monetary) under this Lease; (ii) the proposed assignee or subtenant is as
financially stable as Tenant and meets reasonable standards of credit-worthiness
then  used  by  Landlord to assess a prospective tenant's ability to fulfill the
obligations of the Lease; and (iii) the proposed assignee or subtenant is likely
to  conduct  on the Premises a business of a character and quality substantially
equal  to  that  conducted  by  Tenant and the entire Project in general. Tenant
agrees  to  pay  Landlord's  reasonable costs and expenses (including attorneys'
fees)  incurred  in  connection  with  the  processing  and documentation of any
requested  assignment,  subletting,  transfer,  change  of  ownership,  or
hypothecation  of  this Lease or Tenant's interest in and to the Premises, which
is  submitted  to  Landlord  for  Landlord's  consent. Consent by Landlord to an
assignment  or  a  subletting  shall  neither  release  Tenant  from its primary
liability  under  this Lease nor from its obligations as stated in this Article.

22.5.     Without  in any way limiting any other rights available to Landlord at
the  time  of  any proposed assignment, Landlord expressly reserves the right to
adjust  the  Base  Rent  according  to any change in the Consumer Price Index as
specified  in the Article titled "Rent," whether or not such an adjustment would
otherwise  be  due  at  that  time.

22.6.     One  half  (1/2)  of  any  consideration received by Tenant for either
assigning  this  Lease or from entering into a sublease contract, as well as one
half  (1/2) of any continuing rent paid to Tenant from a Transferee in excess of
the  rent  Tenant was obligated to pay to Landlord at the time of the assignment
or  sublease, shall be paid to the Landlord, within ten (10) days of receipt, in
consideration  for Landlord's consent to any assignment or subletting.  Tenant's
failure  to  pay  to  Landlord  said  required  consideration shall constitute a
default  by  Tenant  and  Landlord shall have the right to immediately terminate
this  Lease  Agreement  in  addition  to  all  other  remedies.

22.7.     Tenant  immediately  and  irrevocably assigns to Landlord, as security
for  Tenant's  obligations under this Lease, all rent from any subletting of all
or  a part of the Premises as permitted by this Lease, and Landlord, as assignee
and  as  attorney-in-fact  for  Tenant,  or  a  receiver for Tenant appointed on
Landlord's  application,  may  collect  such  rent  and apply it toward Tenant's
obligations  under  this  Lease.  However,  until  the  occurrence of default by
Tenant,  Tenant  shall  have the right to collect such rent. Notwithstanding any
assignment, sublease, or other transfer, Tenant shall remain fully and primarily
liable  under  this  Lease  and shall not be released from performing any of the
terms,  covenants  and  conditions  of  this  Lease.  In  the event of a default
hereunder,  Landlord  may  proceed  directly against Tenant without pursuing any
assignee  or subtenant.  Landlord may modify this Lease without releasing Tenant
from  its  obligations  under  this  Lease,  provided  that  Tenant shall not be
responsible  for  any  new  obligations  created  by  any  such  modification.

22.8.     No  interest  of Tenant in this Lease shall be assignable by operation
of  law (including, without limitation, the transfer of this Lease by testacy or
intestacy).  Each  of  the  following  acts  shall  be considered an involuntary
assignment:

22.8.1.     If  Tenant  is or becomes bankrupt or insolvent, makes an assignment
for  the  benefit  of creditors, or institutes a proceeding under the Bankruptcy
Act  in which Tenant is the bankrupt; or, if Tenant is a partnership or consists
of  more  than  one person or entity, if any partner of the partnership or other
person or entity is or becomes bankrupt or insolvent, or makes an assignment for
the  benefit  of  creditors;

22.8.2.     If  a  writ  of  attachment  or  execution  is levied on this Lease;

22.8.3.     If,  in  any  proceeding  or  action  to  which Tenant is a Party, a
receiver  is  appointed  with  authority  to  take  possession  of the Premises.

22.9.     An  involuntary  assignment  shall  constitute a default by Tenant and
Landlord  shall  have the right to elect to terminate this Lease; in which case,
this  Lease  shall  not  be  treated  as  an  asset  of  Tenant.

22.10.     If  a writ of attachment or execution is levied on this Lease, Tenant
shall  have  10 days in which to initiate removal of the attachment or execution
and  six  (6)  months  to  remove  the  same.  If  any involuntary proceeding in
bankruptcy  is  brought  against  Tenant,  or if a receiver is appointed, Tenant
shall  have two (2) months in which to have the involuntary proceeding dismissed
or  the  receiver  removed.  Landlord  shall have the option to extend said time
limitations.

22.11.     Regardless  of  Landlord's  consent,  no  subletting,  assignment,
hypothecation,  license  or  concession  shall  release  Tenant  of  Tenant's
obligations or alter the primary liability of Tenant to pay the rent and perform
all  other  obligations  to be performed by Tenant hereunder.  The acceptance of
rent  by  Landlord  from  any other person shall not be deemed to be a waiver by
Landlord  of  any  provision  hereof.  Consent  to  one  assignment, subletting,
hypothecation,  license  or  concession agreement shall not be deemed consent to
any  subsequent  assignment,  subletting,  hypothecation,  license or concession
agreement.  In  the  event of default by any assignee of Tenant or any successor
of  Tenant  in  the performance of any of the terms hereof, Landlord may proceed
directly  against  Tenant  without  the necessity of exhausting remedies against
such  assignee  or  successor.  Landlord  may consent to subsequent assignments,
subletting,  hypothecations, licenses or concession agreements and to amendments
or  modifications  to  this  lease, with assignees or other successors of Tenant
without  notifying  Tenant or any successor of Tenant, and without obtaining its
or  their  consent thereto and such action shall not relieve Tenant of liability
under  this  Lease.

22.12.     If  Landlord  does  not  elect to recapture pursuant to this Article,
Tenant  may  enter  into  a  valid assignment or sublease provided that Landlord
consents thereto pursuant to this Article, and provided that (i) such assignment
or  sublease  is  executed  within ninety (90) days after Landlord has given its
consent  to  same, (ii) Tenant pays (or causes to be paid) Landlord's reasonable
costs  and  expenses (including attorneys' fees) incurred in connection with the
processing  and documentation of any requested assignment, subletting, transfer,
change  of ownership, or hypothecation of this Lease or Tenant's interest in and
to  the  Premises,  (iii)  Tenant  is  not in default under this Lease as of the
effective  date  of the assignment or sublease, (iv) there have been no material
changes  (since  the date on which Landlord's consent was given) with respect to
the  financial  condition or background of the proposed subtenant or assignee or
the  business which said party plans to conduct on the Premises, and (v) a fully
executed  original  of  such assignment or sublease (either of which shall state
that  the  assignee or subtenant agrees, for the express benefit of Landlord, to
be  bound  by  all  of  the  terms,  covenants, and conditions of this Lease) is
delivered  to  Landlord  prior  to  the  date  the  assignee  or subtenant takes
possession  of  any  portion  of  the  Premises.

22.13.     Indemnity  For  Commissions.  Tenant  agrees  to  protect, defend and
indemnify  and  hold  Landlord  harmless  with  respect to any and all costs and
expenses  (including  attorneys' fees) and liability for compensation claimed by
any  broker  or  agent  in  connection  with any assignment, subletting or other
transfer  of  Tenant's  interest  under  this  Lease.

22.14.     Notwithstanding  any other provision of this Lease, Tenant shall not,
without Landlord's prior written consent, assign this Lease or sublet all or any
part  of  the Premises for any purpose which would violate any negative covenant
as to use contained in any then outstanding lease affecting the Building, in any
declaration  of  restrictions affecting the Building, or in any mortgage or deed
of trust affecting the Building.  Landlord shall from time to time advise Tenant
of any such negative covenants, upon Tenant's making written request to Landlord
for  such  information. Moreover, Tenant shall not assign or sublet to any party
for a use which is not in compliance with the permitted uses as specified in the
Article  titled  "Use,  Limitations"  above.

22.15.     If  Tenant  is  a  partnership,  any new general partner added to the
partnership  after  the  execution  of  this  Lease  shall  be  liable  for  the
obligations  of  Tenant.  Any general partner who ceases to be a general partner
in  Tenant  after  the  execution  of  this  Lease  shall not be relieved of his
liability  for  the  obligations  of  Tenant.

22.16.     In  addition, Tenant expressly warrants that the rental rate for such
sublet  Premises  shall  not  be included in any printed advertising or mailings
which  Tenant  or  its  agents  shall utilize in seeking to sublet the Premises.

23.     DEFAULT.

23.1.     The  occurrence  of  any  of the following shall constitute a material
default  and  breach  of  this  Lease  by  Tenant:

23.1.1.     The  failure of Tenant to pay or cause to be paid when due any rent,
monies,  or  charges  required  by  this  Lease  to  be  paid  by  Tenant;

23.1.2.     The abandonment of the Premises by Tenant as such term is defined in
the  Article  titled  "Abandonment;"

23.1.3.     Tenant  causing  or  permitting,  without  prior  written consent of
Landlord,  any  act when this Lease requires Landlord's prior written consent or
prohibits  such  act;

23.1.4.     The  making  by  Tenant of any general assignment for the benefit of
creditors  or any similar action for the protection or benefit of creditors; the
filing  by  or  against Tenant of a petition to have Tenant adjudged a Chapter 7
debtor  or  to  have  debts  discharged  or  of a petition for reorganization or
arrangement  under  any  Law  relating  to  bankruptcy (unless, in the case of a
petition  filed against Tenant, the same is dismissed within sixty (60)  days of
the appointment of a trustee or receiver to take possession of substantially all
of  Tenant's  assets  located  at  the  Premises or of Tenant's interest in this
Lease,  where  possession is not restored to Tenant within sixty (60) days); the
attachment,  execution,  or  other  judicial  seizure  of  substantially  all of
Tenant's  assets  located at the Premises or of Tenant's interest in this Lease,
where  such  seizure  is  not  discharged  within  sixty  (60) days; or Tenant's
convening  of a meeting of its creditors or any class thereof for the purpose of
effecting  a  moratorium  or  composition  of  its  debts;

23.1.5.     If  Tenant shall file a voluntary petition in bankruptcy or shall be
adjudicated  bankrupt or insolvent, or shall file any petition or answer seeking
any  reorganization,  arrangement,  composition,  readjustment,  liquidation,
dissolution  or similar relief for itself under any present or future applicable
Law  relative  to  bankruptcy, insolvency, or other relief for debtors, or shall
seek  or  consent  to  or acquiesce in the appointment of any trustee, receiver,
conservator  or  liquidator  of  Tenant or of all or any substantial part of its
properties or its interest in the Premises (the term "acquiesce" as used in this
Section,  includes,  but  is  not  limited to, the failure to file a petition or
motion  to  vacate, appeal or discharge any order, judgment or decree within ten
(10)  days  after  entry  of  such  order,  judgment  or  decree);

23.1.6.     If  a court of competent jurisdiction shall enter an order, judgment
or  decree approving a petition filed against Tenant seeking any reorganization,
arrangement,  composition,  readjustment,  liquidation  dissolution  or  similar
relief  under any present or future Federal bankruptcy act, or any other present
or future applicable Law relating to bankruptcy, insolvency, or other relief for
debtors,  and  Tenant  shall  acquiesce  in the entry of such order, judgment or
decree if such order, judgment or decree shall remain unvacated and unstayed for
an  aggregate  of  sixty (60) days (whether or not consecutive) from the date of
entry  thereof, or any trustee, receiver, conservator or liquidator of Tenant or
of  all  or any substantial part of its property or its interest in the Premises
shall  be  appointed  without  the  consent  or  acquiescence of Tenant and such
appointment  shall  remain unvacated and unstayed for an aggregate of sixty (60)
days  (whether  or  not  consecutive);

23.1.7.     If  Tenant  shall admit in writing its inability to pay its debts as
they  mature;

23.1.8.     If  Tenant  shall give notice to any governmental body of insolvency
or  pending  insolvency,  or  suspension or pending suspension of operations; or

23.1.9.     The occurrence of any of the events described in this Article by any
guarantor  of  Tenant's  obligations  under  this  Lease  or the default by such
guarantor  under  its  guaranty.

23.1.10.     The  existence of any material misrepresentation or omission in any
financial  statements,  correspondence or other information provided to Landlord
by  or  on  behalf  of  Tenant  or any guarantor in connection with (a) Tenant's
negotiation or execution of this Lease; (b) Landlord's evaluation of Tenant as a
prospective  tenant  at  the Project; (c) any proposed or attempted transfer; or
(d)  any  consent  or  approval  Tenant  requests  under  this  Lease.

23.1.11.     Guarantor's  default  (beyond  any  applicable  notice  and  grace
periods)  under any guaranty now or after Lease commencement securing all or any
part  of  Tenant's  obligations  under  this  Lease.

23.1.12.     Failure  to  perform  any  other  provision  of  this  Lease.

23.2.     Any such notice provided to Tenant under this Section shall be in lieu
of,  and not in addition to, any notice required under Section 1161, et seq., of
the  California  Code of Civil Procedure. Notices given under this Section shall
specify  the  alleged  default  and  the  applicable Lease provisions, and shall
demand  that Tenant perform the provisions of this Lease or pay the rent that is
in  arrears,  as  the case may be, within the applicable period of time, or quit
the  Premises.  No  such notice shall be deemed a forfeiture or a termination of
this  Lease  unless  Landlord  so  elects  in  the  notice.

23.3.     Landlord  shall  have  the  following  remedies  if  Tenant  commits a
default.  These  remedies are not all inclusive; they are cumulative in addition
to  any  remedies now or later allowed by law or other provisions of this Lease.
No  waiver  by Landlord of a breach of any of the terms, covenants or conditions
of  this  Lease  by  Tenant  shall  be  construed  or held to be a waiver of any
succeeding  or  preceding  breach  of  the  same  or any other term, covenant or
condition therein contained.  No waiver of any default of Tenant hereunder shall
be  implied  from any omission by Landlord to take any action on account of such
default  if  such  default  persists  or is repeated and no express waiver shall
affect  default other than as specified in said waiver.  The consent or approval
by  Landlord to or of any act by Tenant requiring Landlord's consent or approval
shall  not  be  deemed  to  waive or render unnecessary Landlord's consent to or
approval  of  any  subsequent  similar acts by Tenant. No statement on a payment
check  from  Tenant  or  in  a letter accompanying a payment check is binding on
Landlord.  Landlord  may, with or without notice to Tenant, negotiate such check
without  being bound to the conditions of any such statement. If Tenant pays any
amount  other than the actual amount due Landlord, receipt or collection of such
partial  payment  does  not constitute an accord and satisfaction.  Landlord may
retain  any  such  partial payment, whether restrictively endorsed or otherwise,
without  prejudice  to  Landlord's right to collect the balance properly due. If
all or any portion of any payment is dishonored for any reason, payment will not
be  deemed  made  until the entire amount due is actually collected by Landlord.
The  foregoing  provisions  apply  in  kind  to the receipt or collection of any
amount  by  a  lock  box  agent  or  other  person  on  Landlord's  behalf.

23.3.1.     Landlord  can continue this Lease in full force and effect and shall
have the right to collect rent when due. During the period Tenant is in default,
Landlord  may  relet  the  Premises,  or  any part thereof, to third parties for
Tenant's  account.  Landlord  shall  have the right, with or without terminating
this  Lease,  to  re-enter the Premises and remove all persons and property from
the  Premises.  Such property may be removed and stored in a public warehouse or
elsewhere  at  the  cost  of  and  for  the account of Tenant. Tenant waives and
releases  all  Claims  Tenant  may  have  resulting from Landlord's re-entry and
taking  possession  of the Premises by any lawful means and removing and storing
Tenant's  property  as permitted under this Lease, regardless whether this Lease
is  terminated  and,  to  the  fullest  extent  allowable under the Laws, Tenant
releases  and  will  indemnify,  defend  (with  counsel reasonably acceptable to
Landlord),  protect  and hold harmless the Landlord Parties from and against any
and  all  Claims  occasioned  thereby.  No  re-entry or taking possession of the
Premises  by Landlord, shall be construed as an election to terminate this Lease
unless a written notice of such intention is given to Tenant.  If Landlord shall
elect  to  re-enter  the  Premises under the provision of this Section, Landlord
shall  not  be  liable  for  damages by reason of such re-entry. Tenant shall be
liable  immediately  to  Landlord for all costs Landlord incurs in reletting the
Premises,  including,  without  limitation,  brokers'  commissions,  expenses of
remodeling  the  Premises  required by the reletting, and like costs.  Reletting
can  be  for  a  period shorter or longer than the remaining term of this Lease.
Tenant shall pay to Landlord the rent due under this Lease on the dates the rent
is  due,  less  the  rent  Landlord  receives from any reletting. After Tenant's
default,  and  for  as  long  as  Landlord  does not terminate Tenant's right to
possession  of  the Premises, if Tenant obtains Landlord's consent, Tenant shall
have  the  right  to assign or sublet its interest in this Lease pursuant to the
Article  titled  "Assignment."  Tenant acknowledges that Landlord shall have the
remedy  described in California Civil Code Section 1951.4 (Landlord may continue
this  Lease  in effect after Tenant's breach and abandonment and recover rent as
it  becomes  due, if Tenant has the right to sublease or assign, subject only to
reasonable  limitations).  In  the event that Landlord should elect to relet the
Premises  or  any  part  thereof on terms and conditions as Landlord in its sole
discretion  may deem advisable with the right to make alterations and repairs to
the  Premises,  it  may  execute any new lease in its own name. Tenant hereunder
shall  have  no  right  or  authority  whatsoever  to collect any rent from such
tenant.  The  proceeds  of  any  such  reletting  shall  be  applied as follows:

23.3.1.1.     First,  to  the  payment  of  any indebtedness other than rent due
hereunder from Tenant to Landlord, including but not limited to storage charges;

23.3.1.2.     Second,  to the payment of the costs and expenses of reletting the
Premises,  including  brokerage  commissions,  alterations  and  repairs  which
Landlord,  in  its sole discretion, deems reasonably necessary and advisable and
reasonable  attorneys' fees incurred by Landlord in connection with the retaking
of  the  said  Premises  and  such  reletting;

23.3.1.3.     Third,  to  the  payment  of rent and other charges due and unpaid
hereunder;  and

23.3.1.4.     Fourth, to the prorated value of the concessions granted to Tenant
upon  signing  the  Lease;  and

23.3.1.5.     Fifth,  to the payment of future rent and other damages payable by
Tenant  under  this  Lease.

23.3.2.     Landlord  can terminate Tenant's right to possession of the Premises
at  any  time. Unless Landlord shall have notified Tenant in writing that it has
elected to terminate this Lease, Landlord shall not be deemed to have terminated
this  Lease,  Tenant's  right  to  possession of the Leasehold, the liability of
Tenant  to  pay  rent thereafter, or Tenant's liability for damages under any of
the provisions hereof.  Tenant agrees that the service by Landlord of any notice
pursuant  to  the  unlawful  detainer  statutes  of  the State of California and
Tenant's surrender of possession pursuant to such notice shall not  be deemed to
be  a  termination  of  this  Lease  or  of Tenant's right to possession thereof
(unless  Landlord  elects  to  the  contrary  at  the  time  of,  or at any time
subsequent  to  the service of, such notice, and such election be evidenced by a
written  notice  to Tenant). Acts of maintenance, efforts to relet the Premises,
or  the appointment of a receiver on Landlord's initiative to protect Landlord's
interest  under  this Lease shall not constitute a termination of Tenant's right
to  possession.  On  termination, Landlord has the right to recover from Tenant:

23.3.2.1.     The  worth,  at  the time of the award ("The worth, at the time of
the award," as used in this Subsection is to be computed by allowing interest at
the  rate  of 10% per annum or the maximum amount allowed by law if that rate is
higher  than  10%)  of  the  unpaid  rent  that  had  been earned at the time of
termination  of  this  Lease;  plus

23.3.2.2.     The  worth,  at  the time of the award, of the amount by which the
unpaid  rent  that  would have been earned after the date of termination of this
Lease until the time of award exceeds the amount of the loss of rent that Tenant
proves  could  have  been  reasonably  avoided;  plus

23.3.2.3.     The  worth,  at  the time of the award, of the amount by which the
unpaid  rent  for  the  balance  of the term after the time of award exceeds the
amount  of  the  loss  of  rent  that  Tenant  proves could have been reasonably
avoided;  plus

23.3.2.4.     Any  other  amount,  and  court  costs,  necessary  to  compensate
Landlord  for  all  detriment  proximately  caused  by  Tenant's  default.

23.3.3.     Landlord,  at  any time after Tenant commits a default, can cure the
default  at  Tenant's  costs.  If  at  any  time, by reason of Tenant's default,
Landlord  pays any sum or does any act that requires the payment of any sum, the
sum  paid  by  Landlord  shall be due immediately from Tenant to Landlord at the
time the sum is paid, and if Tenant pays such sum at a later date, it shall bear
interest  at the rate of 10% per annum from the date the sum is paid by Landlord
until  Landlord  is  reimbursed  by  Tenant.  The  sum,  together  with  accrued
interest,  shall  be  additional  rent.

23.4.     In the event of a material and undisputed default of Tenant hereunder,
Landlord  shall  have the right, at its option, to suspend or discontinue all or
any  one  or more of the services specified in the Article titled "Utilities and
Services"  during  continuance  of  any  such default; and no such suspension or
discontinuance  shall  be  deemed  or construed to be an eviction or ejection of
Tenant.

23.5.     Landlord  shall  be in default of this Lease if it fails or refuses to
perform  any  provision  of  this  Lease  that it is obligated to perform if the
failure to perform is not cured within one (1) month after written notice of the
default  has been given by Tenant to Landlord.  If the default cannot reasonably
be cured within one (1) month, Landlord shall not be in default of this Lease if
Landlord  commences  to  cure  the  default  within the one (1) month period and
diligently  and  in  good  faith  continues  to  cure  the  default.

23.6.     In  no  event  is  Landlord  liable  to Tenant or any other person for
consequential,  special or punitive damages, including, without limitation, lost
profits.  If  Landlord  is in default of this Lease, and as a consequence Tenant
recovers a money judgment against Landlord, the judgment shall be satisfied only
out  of  the  proceeds  of  sale  received on execution of the judgment and levy
against  the  right, title, and interest of Landlord in the Premises, and out of
rent  or  other  income from such real property receivable by Landlord or out of
the consideration received by Landlord from the sale or other disposition of all
or  any  part  of  Landlord's  right,  title,  and interest in the Premises. The
obligations  of Landlord under this Lease do not constitute personal obligations
of  Landlord  or  the  individual  partners,  shareholders, directors, officers,
employees or agents of Landlord. Tenant shall look solely to Landlord's interest
in  the Leased Premises, and to no other assets of Landlord, for satisfaction of
any  liability in respect of this Lease, and shall not seek recourse against the
individual  partners, shareholders, directors, officers, employees, or agents of
Landlord  or  any  of  their  personal  assets  for  such  satisfaction.

23.7.     If a court of competent jurisdiction determines that any act described
in  this Article does not constitute a default, and the court appoints a trustee
to  take possession of the Premises (or if Tenant remains a debtor in possession
of  the  Premises)  and  such  trustee  or  Tenant  transfers  Tenant's interest
hereunder,  then Landlord is entitled to receive, as Additional Rent, the amount
by  which  the  Rent  (or  any  other consideration) paid in connection with the
Transfer  exceeds  the  Rent  otherwise  payable  by  Tenant  under  this Lease.

23.8.     Tenant  will  reimburse  and  compensate  Landlord  on  demand  and as
Additional  Rent  for  any  actual  loss  Landlord  incurs  in  connection with,
resulting  from  or related to any breach or default of Tenant under this Lease,
regardless  of  whether  suit  is  commenced  or  judgment is entered. Such loss
includes all reasonable legal fees, costs and expenses (including paralegal fees
and  other  professional  fees  and  expenses)  Landlord  incurs  investigating,
negotiating,  settling  or  enforcing  any  of  Landlord's rights or remedies or
otherwise  protecting  Landlord's  interests  under this Lease. Tenant will also
indemnify,  defend (with counsel reasonably acceptable to Landlord), protect and
hold  harmless  the Landlord Parties from and against all Claims Landlord or any
of  the  other  Landlord Parties incurs if Landlord or any of the other Landlord
Parties  becomes  or  is  made a party to any claim or action: (a) instituted by
Tenant  or  by  or  against  any person holding any interest in the Premises by,
under  or  through Tenant; (b) for foreclosure of any lien for labor or material
furnished to or for Tenant or such other person; or (c) otherwise arising out of
or  resulting  from  any  act  or  omission  of Tenant or such other person.  In
addition  to  the  foregoing,  Landlord  is  entitled to reimbursement of all of
Landlord's fees, expenses and damages, including, but not limited to, reasonable
attorneys' fees and paralegal and other professional fees and expenses, Landlord
incurs  in  connection  with  protecting  its  interests  in  any  bankruptcy or
insolvency  proceeding  involving  Tenant,  including,  without  limitation, any
proceeding  under  any  chapter  of  the  Bankruptcy  Code;  by  exercising  and
advocating  rights under Section 365 of the Bankruptcy Code; by proposing a plan
of  reorganization  and  objecting to competing plans; and by filing motions for
relief  from  stay.  Such  fees  and  expenses are payable on demand, or, in any
event,  upon  assumption  or  rejection  of  this  Lease  in  bankruptcy.

24.     ADVERTISING.

24.1.     Tenant  shall  not  affix  any  signs,  banners, advertising placards,
names, insignias, trademarks (collectively referred to in this Article as "Signs
or "Signs") or other descriptive materials on any window or upon the exterior of
the  Building, unless Tenant has received the prior written approval of Landlord
as  to  size,  type,  color, location, copy, nature and display qualities of any
such  proposed  materials.  Any  Sign  that  is  affixed  or  displayed  without
Landlord's  written  approval  shall  be  subject  to  a sign removal fee of One
Hundred Dollars ($100.00) per occurrence.  All Signs must conform with the other
signs  used throughout the Building.  Any Sign must meet the requirements of any
Declaration  of Restrictions encumbering the Project and the requirements of the
City  of Vista.  Tenant shall not display, store or sell any merchandise outside
the defined exterior walls and permanent doorways of the Premises.  Tenant shall
not  install  any exterior lighting, amplifiers or similar devices, or use in or
about  the Premises any advertising media which may be heard or seen outside the
Premises,  such  as flashing lights, search lights, loudspeakers, phonographs or
radio  broadcasts.

24.2.     Tenant  shall pay for the creation and installation of the appropriate
tenant  identification  signs  at  the  Project.

24.3.     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  the  Project  or  their desirability; and upon written notice from
Landlord,  any  tenant  shall  refrain  from  or  discontinue  such advertising.

25.     NO  PUBLIC  DISCLOSURES.

25.1.     The  terms  and  conditions  of  this  Lease  constitute  proprietary
information  of Landlord that Tenant will keep confidential. Tenant's disclosure
of  the  terms  and  conditions  of this Lease could adversely affect Landlord's
ability  to negotiate other leases and impair Landlord's relationship with other
tenants. Accordingly, Tenant will not, without Landlord's consent (which consent
Landlord may grant or withhold in its sole and absolute discretion), directly or
indirectly  disclose  the terms and conditions of this Lease to any other tenant
or  prospective  tenant  of  the Building or to any other person or entity other
than  Tenant's  employees  and  agents  who  have a legitimate need to know such
information  (and  who  will  also  keep  the  same  in  confidence).

25.2.     Tenant  expressly  warrants  that  the  rental  rate  for  such sublet
Premises  shall  not  be  included  in any printed advertising or mailings which
Tenant  or  its  agents  shall  utilize  in  seeking  to  sublet  the  Premises.

25.3.     Tenant  will  not  record  this  Lease  or  a Memorandum of this Lease
without  Landlord's  prior  written consent, which consent Landlord may grant or
withhold  in  its  sole  and  absolute  discretion.

26.     LANDLORD'S  ENTRY  ON  PREMISES.

26.1.     Upon  giving  Tenant  twenty-four  (24) hours notice, Landlord and its
authorized  representatives  and  agents  shall  have the right to enter or pass
through  the  Premises  during  all  reasonable hours, including normal business
hours  for  any  of  the  following  purposes:

26.1.1.     To  determine whether the Premises are in good condition and whether
Tenant  is  complying  with  its  obligations  under  this  Lease;

26.1.2.     To  protect  the  interest therein of Landlord; to make alterations,
additions  and  to  do  any  necessary  maintenance  and  repairs;  to  make any
restoration to the Premises, or the building and other improvements in which the
Premises  are  located, that Landlord has the right or obligation to perform; to
provide  any  services  in  accordance  with  this  Agreement;  to  perform  any
obligations  of  Tenant  that  Tenant fails to perform; and to take all required
materials and equipment into the Premises and perform all required work therein,
including  the  erection  of  scaffolding,  props,  or other mechanical devices.

26.1.3.     To serve, post, or keep posted any notices required or allowed under
the  provisions  of  this  Lease;

26.1.4.     To  post  "for sale" signs at any time during the term, to post "for
rent"  or  "for  lease"  signs  during the last three (3) months of the term, or
during  any  period  while  Tenant  is  in  default;

26.1.5.     To  show  the  Premises  to  prospective  brokers,  agents,  buyers,
Tenants,  persons  interested  in  an  exchange,  holders of encumbrances on the
interest  of Landlord under the Lease, and prospective, mortgagees or tenants of
the  Building  at  any  time  during  the  term;  or

26.1.6.     To shore the foundations, footings, and walls of the Premises and to
erect  scaffolding  and protective barricades around and about the Premises, but
not  so  as  to  prevent entry to the Premises, and to do any other act or thing
necessary  for  the  safety  or  preservation  of  the  Premises if there is any
excavation  on  any  adjacent  property  or  nearby  street.  With  Landlord's
consent,  Landlord's  right  under  this  Subsection extends to the owner of the
adjacent  property  on which excavation or construction is to take place and the
adjacent  property  owner's  authorized  representatives.

26.2.     Landlord  shall  not  be  liable  in any manner for any inconvenience,
disturbance,  loss  of  business,  nuisance,  loss  of quiet enjoyment, or other
damage  arising  out  of Landlord's or Landlord's authorized representative's or
agent's  entry  on  the  Premises  as  provided  in  this  Article except damage
resulting  from  the  acts  or  omissions  of  Landlord  or  its  authorized
representatives.

26.3.     If  during  the last month of the term of this Lease Tenant shall have
removed  substantially all of Tenant's property and personnel from the Premises,
Landlord  may  enter  the  Premises  and repair, alter, and redecorate the same,
without  abatement  of  rent and without liability to Tenant and such acts shall
have  no  effect  on  Tenant's  obligations  under  this  Lease.

26.4.     For  each of the purposes described in this Article, Landlord shall at
all  times have and retain a key with which to unlock all the doors in, upon, or
about  the  Premises,  excluding Tenant's vaults and safes.  Landlord shall have
the  right  to use any and all means which Landlord may deem proper to open such
doors  during  the  continuance  of an emergency in order to obtain entry to the
Premises,  and  any  entry  to  the Premises obtained by Landlord by any of such
means  shall not under any circumstances be construed or deemed to be a forcible
or  unlawful  entry  into, or detainer of, the Premises, or to be an eviction of
Tenant  from the Premises or any portion thereof.  All locks and locking devices
shall  be  a  part  of the building's master-keying system and no locks shall be
changed  by  Tenant  or  any  other  person  other  than Landlord or its agents.

26.5.     Tenant  shall  be  entitled  to  an abatement or reduction of rent, if
Landlord  exercises  any  rights  reserved  in  this  Article to the extent that
Landlord's  entry  and  activities  interfere  with  Tenant's  business  on  the
Premises.  However,  if  Landlord's  entry and activities on the Premises result
from  Tenant's  default,  Tenant  shall  not  be  entitled  to  any abatement or
reduction  of  rent.

26.6.     Landlord  shall  conduct its activities on the Premises, as allowed in
this  Article,  in  a  manner  that will cause the least possible inconvenience,
annoyance,  or  disturbance  to  Tenant.

26.7.     Nothing  in  this  Article  shall  prohibit Landlord from entering the
Premises  without  first giving notice to Tenant, as allowed by law, in response
to  an  emergency  situation.

27.     OFFSET  STATEMENT,  ATTORNMENT,  SUBORDINATION.

27.1.     After  request  therefor  by  Landlord,  or in the event that upon any
sale,  assignment  or  hypothecation  of  the  Premises  by  Landlord, an offset
statement  and/or  estoppel  certificate  shall  be required from Tenant, Tenant
agrees  to  deliver a certificate, in recordable form, to any proposed lender or
purchaser,  or  to  Landlord,  certifying:  (1) The date of commencement of this
Lease;  (2)  the fact that this Lease is unmodified and in full force and effect
(or,  if  there have been modifications hereto, that this Lease is in full force
and effect, and stating the date and nature of such modifications); (3) the date
to  which the rental and other sums payable under this Lease have been paid; (4)
that  there  are  no  defenses  or  offsets thereto, or stating those claimed by
Tenant  (5)  that  there  are  no  current  defaults  under this Lease by either
Landlord or Tenant except as specified in Tenant's statement; and (6) such other
matters requested by Landlord, or any proposed lender and/or purchaser. Landlord
and  Tenant  intend that any statement delivered pursuant to this Article may be
relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of
the  Building  or any interest therein. Tenant shall deliver the certificate, in
the  form  proposed  by  the  requesting  entity, within ten (10) days after the
request  is  made.  Tenant's failure to deliver such statements within such time
shall be conclusive upon the Tenant that this Lease is in full force and effect,
except  as  and to the extent any modification has been represented by Landlord,
and  that  there  are no uncured defaults in Landlord's performance and that not
more  than  one  month's  rent  has  been  paid  in  advance.  Such failure also
constitutes  a  default  of  this  Lease. In such event, Tenant is estopped from
denying  the  truth  of  such  facts.

27.2.     Tenant  will,  within  10  days  after  Landlord's request at any time
during the Term, deliver to Landlord complete, accurate and up-to-date financial
statements  with  respect  to  Tenant  and  any  Guarantor(s)  or  other parties
obligated  upon  this  Lease,  which  financial  statements must be (a) prepared
according  to generally accepted accounting principles consistently applied, and
(b)  certified  by an independent certified public accountant or by Tenant's (or
Guarantor's,  as  the  case  may be) chief financial officer that the same are a
true,  complete  and  correct  statement  of Tenant's (or Guarantor's) financial
condition  as  of  the  date  of  such  financial  statements.

27.3.     In  the  event of termination of any underlying lease, or in the event
of  foreclosure  or  exercise of any power of sale under any mortgage or deed of
trust  superior  to this Lease or to which this Lease is subject or subordinate,
Tenant,  upon  demand, shall attorn to the lessor under said underlying lease or
to the purchaser at any foreclosure sale or sale pursuant to the exercise of any
power  of  sale  under  any mortgage or deed of trust, in which event this Lease
shall  not  terminate and Tenant shall automatically be and become the tenant of
the  lessor under said underlying lease or to the purchase, whichever shall make
demand  therefore.  Tenant  waives  the protection of any statute or rule of law
that  gives  or  purports  to  give  Tenant any right to terminate this Lease or
surrender  possession  of the Premises upon the transfer of Landlord's interest.
No landlord or purchaser at any foreclosure sale pursuant to the exercise of any
power  of  sale or any successor thereto shall be liable for any act or omission
of  any  prior  landlord  (including  Landlord),  or  subject  to any offsets or
defenses  which  Tenant  might  have  against  any  prior  landlord  (including
Landlord),  or  be  bound by any rent or additional rent which Tenant might have
paid  in  advance  to  any  prior  landlord (including Landlord) for a period in
excess  of  one  month,  or  by  any security deposit, cleaning deposit or other
prepaid  charge  which  Tenant  might have paid in advance to any prior landlord
(including  Landlord),  or  bound by any agreement or modification of this Lease
made  without  the  prior  written  consent  of  such  party.

27.4.     Upon  the  request  of  Landlord,  Tenant shall subordinate its rights
hereunder  to  the  lien  of any deed(s) of trust or the lien resulting from any
other  method of financing or refinancing, now or hereafter in force against the
Premises,  Building,  or  Project  or  any  part  thereof, or upon any buildings
hereafter  placed upon the Premises, and to all advances made or hereafter to be
made  upon  the  security  thereof.  This  Section shall be self-operative if no
further  instrument  of  subordination  is required by any lender, provided that
Tenant's  right  to possession of the Premises shall not be disturbed so long as
Tenant  is  not  in  default  hereunder.

27.5.     Upon  the  request  of Landlord or any other Party in interest, Tenant
shall  promptly  execute such documents, instruments or certificates that may be
necessary  to  carry out the intent of this Article. Tenant's failure to execute
or  deliver  any  certificate,  or other document or instrument required by this
Article,  in a timely manner, shall be a material breach of this Lease. Landlord
shall  be  entitled  to  receive all monetary damages caused by any such breach.
Tenant  hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with
full power and authority to execute and deliver, in the name of Tenant, any such
instruments  or certificates.  If Tenant shall not have executed the same within
fifteen  (15)  days  after  the  date  of  a request by Landlord to execute such
instruments,  Landlord  may,  at its option, cancel this Lease without incurring
any  liability  on  account thereof. The term of this Lease is expressly limited
accordingly.

27.6.     If,  in connection, with obtaining construction, interim, or permanent
financing  for  the Project the lender shall request reasonable modifications in
this Lease as a condition to such financing, Tenant shall not withhold, delay or
defer  its consent thereto, provided that such modifications do not increase the
monetary  obligations of Tenant hereunder or materially and adversely affect the
leasehold  interest  hereby  created  or  Tenant's  rights  hereunder.

27.7.     At  any time during the term of this Lease, Tenant shall upon ten (10)
days'  prior  written  notice  from  Landlord,  provide  Landlord with a current
financial  statement  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 and shall be audited by
an  independent  certified  public  accountant.

27.8.     Tenant  will  give  the  holder of any Mortgage, by registered mail, a
copy  of any notice of default Tenant serves on Landlord, provided that Landlord
or  the  holder  of the Mortgage previously notified Tenant (by way of notice of
assignment  of  rents  and  leases  or otherwise) of the address of such holder.
Tenant  further  agrees  that  if Landlord fails to cure such default within the
time provided for in this Lease, then Tenant will provide written notice of such
failure  to  such  holder and such holder will have an additional 30 days within
which to cure the default.  If the default cannot be cured within the additional
30  day  period,  then  the  holder  will  have  such  additional time as may be
necessary  to  effect  the  cure  if,  within  the 30 day period, the holder has
commenced  and  is  diligently  pursuing  the cure (including without limitation
commencing  foreclosure  proceedings  if  necessary  to  effect  the  cure).

28.     NOTICE.

28.1.     Except  as otherwise specifically provided herein, any notice, demand,
request,  consent  approval,  or  communication  that either Party desires or is
required  to  give  the other Party or any other person, shall be in writing and
shall  be  deemed  to  have  been  duly  delivered  upon personal delivery, upon
delivery by electronic facsimile transmission (verified by the sending machine),
the  following  day  after  sending  by  overnight  courier, or as of the second
business day after mailing by United States registered or certified mail, return
receipt  requested, postage prepaid, addressed to the other Party at the address
designated  at the beginning of this Lease.  Either Party may change its address
by  notifying  the  other  Party  of  the  change  of  address.

29.     WAIVER.

29.1.     A delay or omission in the exercise of any right or remedy of Landlord
on  any  default  by  Tenant  shall  neither  impair such right or remedy nor be
construed  as  a  waiver,  nor  shall  any  custom or practice which may grow up
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.

29.2.     The  receipt  and  acceptance by Landlord of delinquent rent shall not
constitute  a  waiver of any other default; it shall constitute only a waiver of
timely payments for the particular rent payment involved.  No payment by Tenant,
or  receipt  by  Landlord,  of  a  lesser  amount  than  the rent payment herein
stipulated  shall  be  deemed to be other than on account of the rent, nor shall
any  endorsement  or statement on any check or any letter accompanying any check
or  payment  as  rent  by  deemed  an  accord and satisfaction, (unless Landlord
expressly  agrees  to  an  accord  and  satisfaction  in a separate writing duly
executed  by  Landlord).  Landlord  may accept any such check or payment without
prejudice to Landlord's right to recover the balance of such rent, including any
interest  and  late  charges, or pursue any other remedy provided in this Lease.

29.3.     No  act  or  conduct  of  Landlord, including, without limitation, the
acceptance  of  the  keys to the Premises, shall constitute an acceptance of the
surrender  of  the Premises by Tenant before the expiration of the term.  Only a
notice  from  Landlord to Tenant shall constitute acceptance of the surrender of
the  Premises  and  accomplish  a  termination  of  the  Lease.

29.4.     Landlord's  consent  to  or  approval  of  any act by Tenant requiring
Landlord's  consent  or  approval  shall  not  be  deemed  to  waive  or  render
unnecessary  Landlord's  consent to or approval of any subsequent act by Tenant.

29.5.     Any waiver by Landlord of any default must be in writing and shall not
be  a waiver of any other default concerning the same or any other provisions of
the  Lease.

29.6.     Any  claim Tenant may have against Landlord for default in performance
of any of Landlord's obligations under this Lease is deemed waived unless Tenant
notifies Landlord of the default within 30 days after Tenant knew or should have
known  of  the  default.

30.     SALE  OR  TRANSFER  OF  PREMISES.

30.1.     Upon consummation of a sale, exchange, assignment or other transfer of
all  or  any  portion  of  the  Premises,  Landlord  shall  be released from any
liability  and  all obligations thereafter accruing under this Lease. Landlord's
covenants  and  obligations  in  this  Lease  bind each successive Landlord only
during  and  with  respect  to  its  respective  period  of  ownership. However,
notwithstanding  any  such  Transfer,  the  transferor  remains  entitled to the
benefits  of  Tenant's  releases  and  indemnity  and insurance obligations (and
similar  obligations)  under  this  Lease  with  respect  to  matters arising or
accruing  during  the  transferor's  period  of  ownership.

30.2.     If  any  Security  Deposit  or  prepaid  rent has been paid by Tenant,
Landlord  shall  transfer  the  Security  Deposit  or prepaid rent to Landlord's
successor.  Upon  such  transfer,  Landlord shall be discharged from any further
liability  in  reference  to  the  Security  Deposit  or  prepaid  rent.

31.     HOLDING  OVER.

31.1.     If  Tenant,  with  Landlord's  consent,  remains  in possession of the
Premises  after expiration or termination of the Lease, or after the date in any
notice  given  by  Landlord to Tenant terminating this Lease, such possession by
Tenant  shall  be  deemed  to  be a month-to-month tenancy terminable on one (1)
months'  notice  given at any time by either Party, and neither a renewal hereof
nor  an  extension  for  any  further term.  During such month-to-month tenancy,
Tenant  shall pay all rent required by this Lease.  All provisions of this Lease
except  those  pertaining  to  term  shall  apply to the month-to-month tenancy.
Acceptance  by  Landlord  of  rent  after such expiration or earlier termination
shall  not  constitute  a  consent  to  a  holding over hereunder or result in a
renewal of this Lease.  The provisions of this Article are in addition to and do
not  affect  Landlord's  right of re-entry or any other rights of Landlord under
this  Lease  or  as  otherwise  provided  by  law.

32.     SURRENDER  OF  PREMISES.

32.1.     Upon  expiration of the term or within ten (10) days after termination
of  the  Lease, Tenant shall quit and surrender to Landlord the Premises and all
Tenant's  improvements  and  alterations  in  good condition, order, and repair,
except  for:  (i)  ordinary  wear  and  tear  occurring after the last necessary
maintenance  made  by  Tenant;  (ii)  destruction to the Premises covered by the
Article  titled "Destruction;" or (iii) alterations that Tenant has the right to
remove  or  is  obligated  to  remove under the provisions of the Article titled
"Alterations."  Tenant shall  remove  all debris, rubbish, furniture, equipment,
business  and  trade  fixtures,  free  standing  cabinet work, shelving, movable
partitions, and other articles of personal property owned by Tenant or installed
or  placed  by  Tenant  at  its  expense  in  the  Premises,  and  perform  all
restoration  made  necessary by such removal, prior to surrendering the Premises
to Landlord. Failing such, Landlord may so repair the Premises and charge Tenant
for  same,  or withhold such sums from any balance of the Security Deposit which
may  at  the  time  remain.  Tenant  shall surrender all keys to the Premises to
Property  Manager or to Landlord at the place then fixed for Tenant's payment of
Basic Rent or as Landlord or Property Manager otherwise direct. Tenant will also
inform  Landlord  of all combinations on locks, safes and vaults, if any, in the
Premises  or  on  the  Project.

32.2.     Landlord  can  elect  to  retain  or  dispose  of  (in any manner) any
alterations  or  Tenant's personal property that Tenant does not remove from the
Premises  on  expiration or termination of the Lease by giving at least ten (10)
days'  notice  to  Tenant.  Title  to  any such alterations or Tenants' personal
property  that  Landlord  elects to retain or dispose of after expiration of the
ten  (10)  day  period shall vest in Landlord.  Tenant waives all claims against
Landlord  for  any  damage  to  Tenant  resulting  from  Landlord's retention or
disposition of any such alterations or Tenant's personal property.  Tenant shall
be  liable to Landlord for Landlord's costs for storing, removing, and disposing
of  any  alterations  or Tenant's personal property. Landlord may store Tenant's
personal  property in a public warehouse or elsewhere for the account and at the
expense and risk of Tenant.  If Tenant shall fail to pay the cost of storing any
such property after it has been stored for a period of thirty (30) days or more,
Landlord may sell any or all of such property at public or private sale, in such
manner  and  at  such  times and places as Landlord, in its sole discretion, may
deem  proper, without notice to or demand upon Tenant.  Landlord shall apply the
proceeds  of  such  sale  as  follows:

32.2.1.     First,  to the costs and expenses of such sale, including Landlord's
attorneys'  fees;

32.2.2.     Second,  to the payment of the expense of or charges for removal and
storing  any  such  property;

32.2.3.     Third,  to  the  payment of any other sum of money which may then or
thereafter  be due to Landlord from Tenant under any of the terms of this Lease;
and

32.2.4.     Fourth,  the  balance,  if  any,  to  Tenant.

32.3.     If  Tenant fails to surrender the Premises to Landlord upon expiration
or  ten  (10)  days  after termination of the Lease as required by this Article,
Tenant  shall  hold  Landlord  harmless  from  all  damages resulting therefrom,
including, without limitation, claims made by a succeeding Tenant resulting from
Tenant's  failure  to  surrender  the  Premises.

32.4.     The voluntary or other surrender by Tenant or a mutual cancellation of
this  Lease  shall  not  work  a merger, and shall, at the election of Landlord,
either terminate all or any existing subleases or subtenancies or may operate as
an  assignment  to it of any or all of such subleases or subtenancies.  Landlord
shall  exercise  its  election  within  one (1) month of the event so requiring.

33.     ABANDONMENT.

33.1.     Tenant  shall  not  vacate nor abandon the Premises at any time during
the  term  of  this  Lease,  nor  permit the Premises to remain unoccupied for a
period  of  longer than ten (10) consecutive days during the term of this Lease.
If  Tenant shall abandon the Premises, any personal property belonging to Tenant
and  left  on the Premises shall be dealt with or disposed of as provided in the
Article  titled  "Surrender  of  Premises."

34.     ATTORNEYS'  FEES.

34.1.     In  the  event  Landlord  or Tenant retains an attorney to enforce any
provision  of this Lease against the other, the Party which establishes a breach
of  this  Lease  shall  be  entitled  to  recover  from  the  other all expenses
incidental  to  such  enforcement  incurred  in  any legal proceeding whatsoever
(including  but  not limited to insolvency, bankruptcy, arbitration, declaratory
relief,  unlawful  detainer  or  other litigation), regardless of whether or not
suit  is  brought.  Such  expenses  include,  but are not limited to, attorneys'
fees,  appraisers'  fees,  accountants'  fees,  service of process, filing fees,
court  and  court  reporter costs, investigative costs, expert witness fees, and
the  cost  of  any  bonds,  whether taxable or not.  Such reimbursement shall be
included  in  any  judgment or final order issued in any proceeding. If Landlord
employs  a collection agency and/or an attorney to recover delinquent charges or
to  otherwise enforce this Lease after Tenant's notice and grace period, if any,
expires,  Tenant  agrees  to  pay all collection agency fees and attorneys' fees
(whether or not litigation is commenced or pursued to final judgment) charged to
Landlord  in  addition  to  rent,  late charges, interest and other sums payable
under this Lease.  In addition, Tenant shall pay a charge of Two Hundred Dollars
($200)  to  Landlord  for  preparation  of a demand for delinquent rent or other
notice  of  default.  Any  expenses  to  which  Landlord  is  entitled  shall be
considered  as  rent and are payable within ten (10) days of notice to Tenant of
the  amount  due.

34.2.     If Landlord is named as a defendant in any suit brought against Tenant
in  connection with or arising out of Tenant's occupancy hereunder, Tenant shall
pay  to Landlord its costs and expenses incurred in such suit, including without
limitation, its actual professional fees including, but not limited to, the fees
of  appraisers,  accountants,  expert  witnesses,  and  attorneys  fees.

35.     ACCESS;  CHANGES  IN  BUILDING  FACILTIES;  NAME.

35.1.     Landlord  reserves,  for  the  purpose  of  operation,  maintenance,
decoration,  and  repair,  access  to:

35.1.1.     All  walls,  windows,  and  doors  bounding the Premises, except the
inside  surfaces thereof (including exterior building walls, core corridor walls
and  doors,  and  any  core  corridor  entrance);  and

35.1.2.     All  space  in  or adjacent to the Premises used for shafts, stacks,
pipes,  conduits, fan rooms, ducts, electric or other utilities, sinks, or other
Building  facilities, and the use thereof, as well as access thereto through the
Premises.  Landlord  may  install,  use  and maintain pipes, ducts, and conduits
within  the  demising  walls,  bearing  columns  and  ceilings  of the Premises.

35.2.     Landlord  may,  at any time before or after completion of the Project,
without  incurring any liability to Tenant therefore, make such changes in or to
the  Project  and the fixtures and equipment thereof or any other portion of the
Project,  as  well as in or to the street entrances, halls, passages, stairways,
and  other  improvements  thereof,  as Landlord may deem necessary or desirable.

35.3.     Landlord  may,  at any time before or after completion of the Project,
without incurring any liability to Tenant therefore, adopt or change any name or
address  or identity for the Project (or any part thereof) including roof signs,
entrances,  signage,  and  other  Project  identification.

36.     QUIET  ENJOYMENT.

36.1.     Notwithstanding  any  subordination  as provided in the Article titled
"Offset  Statement, Attornment, Subordination," if Tenant is not in breach under
the  covenants  made  in  this  Lease, Landlord covenants that Tenant shall have
peaceful  and  quiet  enjoyment of the Premises without hindrance on the part of
Landlord,  and  Landlord shall defend Tenant in the peaceful and quiet enjoyment
of  the  Premises  against  claims  of all persons claiming through or under the
Landlord.

37.     FORCE  MAJEUR.

37.1.     Any  prevention,  delay  or  stoppage  due to strikes, lockouts, labor
disputes,  acts  of  God,  inability  to obtain labor or materials or reasonable
substitutes therefor, governmental restrictions, regulations, or controls, enemy
or  hostile  governmental  action,  civil commotion, fire or other casualty, and
other  causes; or, any failure or defect in the supply, quantity or character of
gas,  electricity  or  water  furnished  to  the  Premises,  by  reason  of  any
requirement,  act  or  omission  of  the public utility or others furnishing the
Project with gas, electricity or water, or for any other reason, whether similar
or  dissimilar to the above beyond the reasonable control of the Party obligated
to  perform,  shall  excuse  the performance by such Party for a period equal to
that resulting from such prevention, delay or stoppage, except those obligations
of  Tenant to make payment for rental and other charges pursuant to the terms of
this  Lease.

38.     RELATIONSHIP  OF  PARTIES.

38.1.     The relationship of the Parties hereto is that of Landlord and Tenant,
and it is expressly understood and agreed that Landlord is not in any way or for
any  purpose a partner of Tenant, or a joint venturer with Tenant in the conduct
of  Tenant's  business  or  otherwise.

39.     GENERAL  PROVISIONS.

39.1.     Unless  the  context  otherwise  indicates,  whenever  used  in  this
Agreement  the  word  "party"  or "parties" means Landlord and/or Tenant, as the
context  may  require.

39.2.     All  pronouns  and  any variations thereof shall be deemed to refer to
the  masculine,  feminine  or neuter, singular or plural, as the identity of the
person,  persons,  entity  or  entities  may  require.

39.3.     Titles  and captions in this Agreement are inserted for convenience of
reference  only  and  do not define, describe, amplify or limit the scope of the
intent  of  this  Agreement  or  any  of  the  terms  hereof.

39.4.     References  in  this Agreement to Articles, Sections, Subsections, and
Exhibits  are  to Articles, Sections, Subsections and Exhibits herein and hereto
unless  otherwise  indicated.

39.5.     Any  exhibits, schedules or descriptions referred to in this Agreement
are  expressly incorporated herein by reference as if set forth in full, whether
or  not  attached  hereto.

39.6.     The representations, warranties, covenants, agreements and indemnities
set  forth  in  or  made  pursuant  to  this  Agreement,  or  in any instrument,
certificate,  opinion,  or  other  writing  provided  for  in  it,  shall remain
operative,  shall  be deemed made upon execution of this Agreement and shall not
be  merged  therein.

39.7.     This  Agreement  contains  the  entire  agreement  between the parties
relating  the  transactions  contemplated  hereby.  All prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are
merged herein. Except as expressly provided herein, there are no representations
or  warranties  between  the  parties.

39.8.     Each  party  has  relied  upon  its  own  examination  of  the  entire
Agreement,  and  the  warranties,  representations,  and  covenants  expressly
contained  in  the  Agreement itself.  The failure or refusal of either party to
inspect  the Agreement or other documents, or to obtain legal advice relevant to
this  transaction,  constitutes  a waiver of any objection, contention, or claim
that  might  have  been  based  upon  such  reading,  inspection  or advice. The
submission  of  this  Lease  by  Landlord,  its agent, or its representative for
examination  or  execution  by  Tenant does not constitute an option or offer to
lease the Premises or a reservation of the Premises in favor of Tenant, it being
intended  that  this Lease shall only become effective upon Landlord's execution
and  delivery  of  a  fully  executed  counterpart  thereof  to  Tenant.

39.9.     The parties acknowledge that this Agreement, in its final form, is the
result  of  the  combined  efforts of the parties hereto and any counsel who may
have  advised  the  parties,  neither  of  which  has  acted under any duress or
compulsion,  whether legal, economic, or otherwise. Should any provision of this
Agreement  be  found  to  be  ambiguous  in any way, such ambiguity shall not be
resolved  by  construing this Agreement in favor of or against any party herein,
but  rather  by  construing the terms of this Agreement fairly and reasonably in
accordance with their generally accepted meaning and the purposes for which this
Agreement  is  made.  Landlord's  submission  of  this  instrument to Tenant for
examination  or  signature  by Tenant does not constitute a reservation of or an
option  to lease and is not effective as a lease or otherwise until Landlord and
Tenant  both execute and deliver this Lease.  The parties agree that, regardless
of  which party provided the initial form of this Lease, drafted or modified one
or  more  provisions  of  this Lease, or compiled, printed or copied this Lease,
this  Lease  is  to  be  construed  solely  as an offer from Tenant to lease the
Premises,  executed  by  Tenant  and  provided to Landlord for acceptance on the
terms  set  forth in this Lease, which acceptance and the existence of a binding
agreement  between  Tenant and Landlord may then be evidenced only by Landlord's
execution  of  this  Lease.

39.10.     No  modification,  waiver,  amendment,  discharge  or  change of this
Agreement  shall be valid unless the same is in writing and signed by the party,
or  their  successor  in  interest,  against  which  the  enforcement  of  such
modification,  waiver,  amendment,  discharge  or  change  is  or may be sought.

39.11.     In  the  event  any term, covenant, condition, provision or agreement
herein  contained  is  held  to  be  invalid  or  void by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision or
agreement  shall in no way affect any other term, covenant, condition, provision
or  agreement  herein  contained.

39.12.     Each  of  the  Parties  shall  fully  cooperate  with  the  other  in
connection  with  the  requirements  imposed by this Agreement and each agree to
take  such  further  actions  and to execute and deliver such further documents,
with acknowledgment or affidavit, if required, as may be reasonably necessary to
carry  out  the purposes of this Agreement and to facilitate the satisfaction of
any  conditions  set  forth  herein.

39.13.     This Agreement, and any dispute arising hereunder, shall be construed
and  enforced  in  accordance  with,  and  be governed by, California Laws.  The
parties  hereto agree that proper jurisdiction and venue for any suit brought to
interpret  or  enforce  any  term or provision of this Agreement shall be in San
Diego  County, California. The reference in this Lease to any legislation or any
portion  thereof  shall  be  read  as  though  the  words  "or  any  statutory
modifications  or  re-enactment  thereof or any statutory provisions substituted
thereof"  were  added  to  such  reference.

39.14.     This Agreement may be executed in any number of counterparts, each of
which  shall  be  deemed  to  be  an  original,  but all of which together shall
constitute  one  and  the  same  instrument.

39.15.     Whenever  consent or approval of either Party is required, that Party
shall  not  unreasonably  withhold  such  consent  or  approval.

39.16.     If Tenant is a corporation, partnership, a limited liability company,
or  other entity, execution of this Lease by Tenant constitutes a representation
by  Tenant  and  the  officers,  partners, members, managers, or other agents of
Tenant  executing this Lease that this Lease has been duly authorized by Tenant,
corporation,  partnership,  or other entity.  Tenant shall provide to Landlord a
certified  copy  of  a  duly  adopted resolution of its partners or the Board of
Directors of Tenant (or other appropriate evidence of authority) authorizing the
execution  and  delivery  of  this  Lease  and  naming  the  officers  that  are
authorized  to  execute  this  Lease  on  behalf  of  the  corporation.

39.17.     If  Tenant is an entity, Tenant will, within 10 days after Landlord's
written  request, deliver to Landlord:  (a) Certificate(s) of Good Standing from
the  state  of formation of Tenant and, if different, the State, confirming that
Tenant  is in good standing under the laws governing formation and qualification
to transact business in such state(s); and (b) a copy of Tenant's organizational
documents  and  any  amendments  or modifications thereof, certified as true and
correct  by  an  appropriate  official  of  Tenant.  Tenant  and each individual
signing  this  Lease  on  behalf of Tenant represents and warrants that they are
duly authorized to sign on behalf of and to bind Tenant and that this Lease is a
duly  authorized,  binding  and  enforceable  obligation  of  Tenant.

39.18.     All parties signing this Lease as Tenant and any Guarantor(s) of this
Lease:  (1)  is  jointly  and  severally  liable  for the keeping, observing and
performing of all of the terms, covenants, conditions, provisions and agreements
of  this  Lease  to  be kept, observed and performed by Tenant; and (2) the term
"Tenant"  as  used in this Lease shall mean and include each of them jointly and
severally.  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.

39.19.     This  Lease  shall  be  binding  on  and  inure to the benefit of the
Parties  and  their  heirs,  personal representatives, successors, and assigns.,
except  as provided in the Articles titled "Assignment" and "Sale or Transfer of
the  Premises,"  and  all  of  the Parties hereto shall be jointly and severally
liable  for  the  covenants  contained  herein.  Notwithstanding the immediately
preceding sentence or any other provision of this Lease, this Lease shall not be
assigned  or  assignable by operation of law. In no event shall this Lease be an
asset  of  Tenant in any receivership, bankruptcy, insolvency, or reorganization
proceeding.

39.20.     All  provisions,  whether  covenants  or  conditions,  on the part of
Tenant  shall  be  deemed  to  be  both  covenants  and  conditions.

39.21.     The  definitions  contained  in this Lease shall be used to interpret
this  Lease.

39.22.     Rent  and  all  other  sums payable under this Lease shall be paid in
lawful  money  of  the  United  States  of  America.

39.23.     Except as may otherwise be expressly stated, each payment required to
be  made  by  Tenant  shall  be in addition to and not in substitution for other
payments  to  be  made  by  Tenant.

39.24.     Tenant's  execution  of  this  Lease  is  conditioned upon Landlord's
execution  on  or  before  the  thirtieth (30th ) day following the date of this
Lease.

39.25.     Tenant  recognizes  that  the  General  Partner  of  Landlord  (i) is
licensed  as  an attorney in the State of California; (ii) is acting entirely on
behalf  of  Landlord in this Lease; and (iii) has no fiduciary relationship with
Tenant.

39.26.     Time  is  of  the  essence  with  respect to the performance of every
provision  of  this  Lease  in  which  time  of  performance  is  a  factor.

39.27.     All  of Tenant's obligations under this Lease (together with interest
on  payment  obligations  at  the  rate  of  10% per annum or the maximum amount
allowed  by law if that rate is higher than 10%) accruing prior to expiration or
other  termination  of this Lease survive the expiration or other termination of
this  Lease.  Further, all of Tenant's releases and indemnification, defense and
hold  harmless  obligations  under  this  Lease  survive the expiration or other
termination  of  this  Lease,  without  limitation.

39.28.     With  the  exception of the real estate brokerage commission, if any,
payable to the party identified in the Definitions section, pursuant to separate
written  agreement with Landlord, and which commission Landlord hereby agrees to
pay, each of the parties represents to the other party that it has not incurred,
and  agrees to protect, defend, indemnify and hold harmless the other party from
and  against,  any  real  estate  commission, finder's fee or other compensation
arising out of or in connection with this Lease or the transaction of which this
Lease  is  a  part.




EXECUTED  as  of  the  day  and  year  first above written, at San Diego County,
California.

LANDLORD                              TENANT
NONAR  ENTERPRISES,                         IPAC  PRECISION  MACHINING,  INC.,
a  California  general  partnership                    a  California corporation



By:  /s/  Michael  P.  Cafagna               By:  /s/  Patrick W. Moore
     -------------------------                    ----------------------
    -
     Michael  P.  Cafagna,                              Patrick  W.  Moore,
     General  Partner                              Chief  Executive  Officer




                                   EXHIBIT "A"
                                    SITE PLAN



                                   EXHIBIT "B"

     RANCHO  VISTA  BUSINESS  PARK
     RULES  AND  REGULATIONS

     These Rules and Regulations (referred to herein as the "Rules") are adopted
by  Landlord  pursuant  to  the  terms  of  the lease (referred to herein as the
"Lease")  executed  by  Landlord  and Tenant for the Premises located within the
Rancho  Vista  Business  Park (referred to herein as the "Project").  Subject to
any  restrictions  set  forth  in  the  Lease,  Landlord may, in Landlord's sole
discretion,  enact,  rescind,  alter or waive any rule or regulation at any time
prescribed  for  the  Project  when,  in  Landlord's  judgment, it is necessary,
desirable  or  proper  for the best interest of the Project or its Tenants.  Any
such  amendment  shall  be  effective immediately upon written notice to Tenant.

     Tenant's  use  of  the  Premises  shall  be  in  accordance with all of the
following:

1.     GENERAL  RULES.
       ---------------

     1.1.     Tenant  shall  comply  with  all  laws  concerning the Premises or
Tenant's  use  of the Premises, including, without limitation, the obligation at
Tenant's  cost  to  alter,  maintain,  or restore the Premises in compliance and
conformity  with  all  laws  relating to the condition, use, or occupancy of the
Premises  during  the  term.

     1.2.     Tenant  shall  not  use  the  Premises  in  any  manner  that will
constitute  waste, nuisance, or an unreasonable annoyance to the quiet enjoyment
of  the  tenants  of  the  Building  (including,  without limitation, the use of
loudspeakers  or  sound or light apparatus that can be heard or seen outside the
Premises).

     1.3.     Tenant  shall  not use the Premises for sleeping, washing clothes,
cooking,  or the preparation, manufacture, or mixing of anything that might emit
any  odor  or  objectionable  noises  or  lights.

     1.4.     Tenant  shall  not do or permit anything on the Premises that will
cause  damage  to the Premises.  Any overloading of electrical circuits shall be
the  responsibility  of  Tenant.

     1.5.     After  opening for business, Tenant shall continuously remain open
for  business  at least those days and hours as is customary for a business of a
like  character  in  the  city  in  which  the  Premises  are  situated.

     1.6.     Tenant  shall  not  conduct  or  permit any sale by auction on the
Premises.

     1.7.     Without  the written consent of Landlord, Tenant shall not use the
name  of  the  Project  in  connection  with  or in promoting or advertising the
business  of  Tenant  except  as  Tenant's  address.

     1.8.     Tenant  shall  not  sell,  or  permit  the  sale  at  retail,  of
newspapers,  magazines,  periodicals,  theater  tickets  or  any  other goods or
merchandise to the general public in or on the Premises.  However, the preceding
limitation  shall  not  apply  to  the  retail  sale  of  goods  and merchandise
manufactured  or  assembled  by Tenant at the Premises as required by the Lease.
Tenant  shall  not  make  any  door-to-door solicitations of business from other
Tenants  in  the Project.  Tenant shall not use the Premises for any business or
activity  other  than  those  specifically  provided  for  in  Tenant's  Lease.

     1.9.     Tenant,  its  employees,  and  or its business customers shall not
disturb,  solicit,  or canvas any occupant of the Project and shall cooperate to
prevent  same.

     1.10.     No sign, placard, picture, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside (if visible from the
exterior)  of  any  building  without  the  prior  written  consent of Landlord.
Landlord  shall  have  the  right  to  remove any item installed or displayed in
violation  of  this  Rule  without  notice to and at the expense of Tenant.  All
approved  signs  or  lettering  on  doors  and  walls shall be printed, painted,
affixed  or  inscribed at the expense of Tenant and in a configuration and style
approved  by  Landlord,  in  its  sole  discretion.

     1.11.     Tenant shall not place anything against or near glass partitions,
doors  or  windows  which  may  appear  unsightly from outside the Premises.  If
Landlord  objects in writing to any curtains, blinds, shades, screens or hanging
plants  or  other  similar  objects  attached  to or used in connection with any
window  or  door of the Premises, or placed on any window sill, which is visible
from  the  exterior  of  the  Premises,  Tenant  shall immediately remove and/or
discontinue  such  use.

     1.12.     Tenant  shall  not  place  a  load upon any floor of the Premises
which  exceeds  the  load per square foot which such floor was designed to carry
and  which  is  allowed  by law.  Landlord shall have the right to prescribe the
weight,  size  and  position  of  all  equipment,  materials, furniture or other
property brought into the Project.  Heavy objects shall, if considered necessary
by  Landlord,  stand on such platforms as determined by Landlord to be necessary
to  properly  distribute  the  weight.  All  such platforms shall be provided at
Tenant's  expense.  In the event any of Tenant's business machines or mechanical
equipment  cause  noise  or vibration that may be transmitted to any part of any
structure  of the Project to such a degree as to be objectionable to Landlord or
to  any  other  Tenants  in the Project, Tenant, at Tenant's sole expense, shall
place  and maintain any such equipment on vibration eliminators or other devices
sufficient to eliminate noise or damage to any equipment or other property.  All
damage  done  to  the  Project  by maintaining or moving such equipment or other
property  shall  be  repaired  at  the  expense  of  Tenant.

     1.13.     No  material, equipment, supplies, or products shall be stored or
permitted  to  remain  in the Project outside a permanent structure unless prior
approval is obtained from Landlord.  Approval of outside storage will be granted
only  where  storage  is  visually  screened from all approaches and where it is
allowed  by  applicable  zoning  codes.

     1.14.     All Tenant's installations, improvements and alterations shall be
carried  out  in a manner and method designed to minimize removal of such items.
Tenant  shall  repair  any  damage  resulting  from  Tenant's  installations,
improvements  and  alterations  and  the removal thereof upon termination of the
Lease.  No  Tenant  shall  lay  linoleum,  tile,  carpet  or other similar floor
coverings  so that the same shall be affixed to the floor of the Premises in any
manner  except as approved by the Landlord.  The expense of repairing any damage
resulting  from  a violation of this rule or removal of any floor covering shall
be  borne by the Tenant by whom, or by whose contractors, employees or invitees,
the  floor  covering  shall  have  been  laid.

     1.15.     Tenant  shall  not install any radio antenna, television antenna,
or  satellite dishes, loudspeaker or other devices on the roof or exterior walls
of any building without the prior written consent of Landlord.  Tenant shall not
interfere  with  radio  or  television  broadcasting or reception from or in the
Project  or  elsewhere.

     1.16.     Tenant  shall  not  use any method of heating or air-conditioning
other  than  that  supplied  by  Landlord,  except  with  the written consent of
Landlord.

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

     1.18.     Tenant shall not waste water or other utilities that are commonly
metered  to  the  Project.

     1.19.     Concurrently  with  Tenant's  occupancy of the Premises, Landlord
shall  furnish  Tenant, free of charge, one set of keys to each door lock on the
Premises.  Tenant  may  have  additional  keys made at Tenant's expense.  Tenant
shall  not  alter  any  lock or install any new additional locks or bolts on any
door  of the Premises without the written consent of Landlord.  Tenant, upon the
termination  of its Lease, shall deliver to Landlord all of the existing keys to
all  doors  of  the  Premises.

     1.20.     Tenant  assumes  any  and  all  responsibility for protecting its
Premises  from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to the Premises closed.  Landlord shall have no duty to
provide  security  protection  for the Premises at any time or to monitor access
thereto.

     1.21.     Tenant  shall  see  that the doors of the Premises are closed and
securely  locked  before  leaving the Premises and that all water faucets, water
apparatus  and  electricity  are  entirely  shut  off  before Tenant or Tenant's
employees leave the Premises.  Tenant shall be responsible for any damage to the
Premises, Project or other Tenants caused by a failure to comply with this rule.

     1.22.     No  telegraphic,  telephonic,  burglar  alarm  or similar service
shall be installed without the prior written consent of Landlord.  Tenant agrees
to  acquire,  at  Tenant's  expense,  all  necessary  permits for any burglar or
security  alarm  systems  and  provide  Landlord  with  copy  of  same.

     1.23.     Tenant  shall store all its trash and garbage within its Premises
or  in  other  facilities provided by Landlord and in accordance with directions
issued  from  time to time by Landlord.  Tenant shall not place in any trash box
or  receptacle  any  material  which  cannot  be disposed of in the ordinary and
customary  manner  of  trash  and  garbage  disposal.

     1.24.     Tenant shall not use or keep in the Premises or about the Project
any kerosene, gasoline, or flammable or combustible fluid or material other than
those  limited  quantities  necessary for the operation or maintenance of office
equipment.  All  flammable  liquids  and  combustible  rags  are to be stored in
appropriate  storage cabinets approved by the fire department.  Tenant shall not
use  or  permit to be used in the Premises any foul or noxious gas or substance,
or  permit or allow the Premises to be occupied or used in a manner offensive or
objectionable  to Landlord or other occupants of the Project by reason of noise,
odors  or  vibrations.  No  animals  or  birds shall be brought in or kept in or
about  the  Premises.

     1.25.     Deliveries  of  equipment,  materials,  furniture,  packages,
supplies,  merchandise  or  other property shall be received at the Project in a
manner  and  method  which does not impede or interfere with other Tenants or in
the  operation  of  any portion of the Project.  Tenant shall be responsible for
all  repairs  and  replacements to the Project required as a result of damage or
injury  caused  by  deliveries  to  Tenant's  Premises.

     1.26.     Tenant  shall  not obstruct the sidewalks, halls, passages, exits
and  entrances used by them for any purpose other than for ingress to and egress
from  their respective Premises.  The halls, passages, exits, entrances and roof
are  not  for  the use of the general public and the Landlord shall in all cases
retain  the  right  to control thereof and prevent access thereto by all persons
whose  presence  in  the  judgment  of  the Landlord shall be prejudicial to the
safety,  character,  reputation  and  interests  of  the  Project  or any of its
Tenants.  However, nothing herein contained shall be construed to prevent access
by  persons  with  whom  the  Tenant  normally  deals  in the ordinary course of
Tenant's  business  unless  such  persons are engaged in illegal activities.  No
Tenant  and no employees or invitees of any Tenant shall go upon the roof of the
Premises  or  any  other  building  in  the  Project.

     1.27.     Tenant  shall  comply  with  all  safety,  fire  protection  and
evacuation  procedures  and  regulations  established  by  Landlord  or  any
governmental  agency  having  authority  over  the  Project.

     1.28.     Tenant shall be responsible for the enforcement of these Rules as
they  pertain  to  Tenant's  employees,  agents clients, customers, invitees and
guests.

2.     PARKING  RULES.
       ---------------

     2.1.     Landlord  shall  not  be responsible for loss, injury or damage to
any  vehicle  arising  from the use of parking in the Project.  In the event the
general exclusion of liability set forth in the preceding sentence is determined
not  to  apply  to  any  particular claim, specific limitations on liability set
forth below shall apply to any claim against Landlord arising in connection with
the  use  of  parking  areas in the Project.  All claimed damage or loss must be
reported  and  itemized  in  writing,  and  delivered to Landlord within two (2)
business days after any claimed damage or loss occurs.  Any claim not so made is
waived.  Landlord has the option to make repairs, at its expense, of any claimed
damage  within  two  (2)  business days after filing of any claim.  In all court
actions  the  burden  of  proof to establish a claim remains with Tenant.  Court
actions  by Tenant for any claim must be filed within ninety (90) days from date
of parking when a claimed loss occurred.  Landlord is not responsible for damage
by  water,  fire  or  defective brakes, or parts, or for the act or omissions of
others,  or  for  articles  left in the car.  The total liability of Landlord is
limited  to  Two  Hundred  Fifty and No/100 Dollars ($250.00) for all damages or
loss  to  any  vehicle.  Landlord  is  not  responsible  for  loss  of  use.

     2.2.     Tenant  shall  not park or permit the parking of any vehicle under
Tenant's reasonable control in any parking areas designated by Landlord as areas
for  parking  by  visitors to the Project or for deliveries or assigned to other
Tenants  or  occupants  of  the Project.  Tenant shall not leave vehicles in the
parking  areas  overnight  nor park any vehicles in the parking areas other than
automobiles,  motorcycles,  motor  driven  or  non-motor  driven  bicycles.

     2.3.     All vehicles must be parked only within the painted stall lines of
a  single parking stall.  Parking in any other area shall subject the vehicle to
removal.  All  directional  signs  and arrows must be observed.  The speed limit
within  all  parking  areas  shall  be  five  (5)  miles  per  hour.

     2.4.     Every  parker is required to park and lock his or her own vehicle.
All  responsibility  for damage to a vehicle or theft of property from a vehicle
is  assumed  by  the  parker.

     2.5.     Parking  areas are for the temporary parking of vehicles only.  No
storage of vehicles or other items will be permitted.  Washing, waxing, cleaning
or  servicing  of any vehicle is prohibited.  No vehicle repair of any type will
be  permitted  within  the  industrial  units  or  on or about the common areas.

     2.6.     Tenant  shall  acquaint all persons to whom Tenant assigns parking
spaces  of  these Rules.  Parking attendants, if any, are not authorized to make
or  allow  any  exceptions  to  the  Rules.

3.     MISCELLANEOUS  PROVISIONS.
       --------------------------

     3.1.     Landlord  reserves  the right to exclude or expel from the Project
any person who, in Landlord's judgment, is intoxicated or under the influence of
liquor  or  drugs or who is in violation of any of the Rules.  However, Landlord
shall  be  under no obligation to do so and shall have no liability to Tenant on
account  of  Landlord's  failure  to  exclude  any  person.

     3.2.     Landlord  may,  in  its  sole  discretion, waive any one or all of
these  Rules  for  the  benefit of Tenant or any other Tenant.  However, no such
waiver by Landlord shall be construed as a waiver of any other Rule, nor prevent
Landlord  from  thereafter enforcing any Rules against any or all of the Tenants
of  the  Project.

     3.3.     The 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  Tenant's  Lease  of  its  Premises  in  the  Project.  The Rules
supplement  the  Lease and in the event of any conflict or inconsistency between
the  Lease  and  the  Rules,  the  Lease  shall  control.





LANDLORD                              TENANT
NONAR  ENTERPRISES,                         IPAC  PRECISION  MACHINING,  INC.,
a  California  general  partnership                    a  California corporation



By:  /s/  Michael  P.  Cafagna                By:  /s/  Patrick W. Moore
     -------------------------                     ---------------------
Michael  P.  Cafagna,                              Patrick  W.  Moore,
General  Partner                              Chief  Executive  Officer


                                   EXHIBIT "C"
                                 FLOOR PLAN AND
                               TENANT IMPROVEMENTS


                                   EXHIBIT "D"
                          HAZARDOUS MATERIALS ADDENDUM

1.     As  used  herein,  the terms "Hazardous Material" and "Toxic Waste" shall
include,  but are not limited to, petroleum based products, paints and solvents,
lead,  cyanide,  DDT, printing inks, acids, asbestos, PCB's, contaminants, toxic
wastes,  toxic  pollutants,  dredged  soil, solid waste, pesticides, herbicides,
fertilizers  and  other  agricultural  chemicals or wastes, incinerator residue,
sewage, garbage, sewage sludge, munitions, chemical products and wastes, and any
other  liquid,  solid  or  gaseous  pollutants or hazardous substances or wastes
which  are  or  may  become  subject  to  regulation  under any State or Federal
environmental  protection  law  or  regulation.

2.     Landlord  hereby warrants to Tenant that Landlord has no knowledge of any
Hazardous  Material  or  Toxic Waste existing on the Premises, and that Landlord
has  no  knowledge of any previous use of the Premises which would result in any
Hazardous  Material  or  Toxic  Waste  being  left  or dumped onto the Premises,
including,  but  not  limited  to  storage  tanks  above  or  below  the ground.

3.     Landlord  and  Tenant  have  reviewed  the  Report of Site Assessment for
Hazardous  Materials Contamination, dated October 17, 1989, which indicated that
there  was  no  Hazardous  Material  or  Toxic  Waste  present  on the Premises.

4.     Tenant  shall  make  a  reasonable  inspection  as  to  the  existence of
Hazardous  Material and Toxic Waste on the Premises prior to the commencement of
the  Lease  as  necessary to satisfy itself as to the condition of the Premises.

5.     Should  Landlord or Tenant become aware of the existence of any Hazardous
Material or Toxic Waste on the Premises which was present at the commencement of
the  Lease,  Landlord  shall take action to see that said substances are removed
and  properly  disposed  of  in  an  appropriate  manner.

6.     Tenant shall take all necessary precautions to prevent the use or storage
of any Hazardous Material or Toxic Waste on the Premises in any manner which may
cause  contamination  of the soils, water, improvements or other portions of the
Premises.  Landlord  is  aware  that  Tenant will in the normal operation of its
business  use  chemicals  and  compounds  which  may  be classified as Hazardous
Materials  or  Toxic  Waste.  Tenant  hereby represents and warrants to Landlord
that  Tenant  shall:

     6.1.     Not  dispose  of  any hazardous or toxic materials or waste on the
Premises;
     6.2.     Not  allow  any  hazardous  or  toxic materials or waste to escape
Tenant's  control  on  the  Premises  or  in  the  Project;  and
     6.3.     Establish  and  maintain  storage,  use and disposal procedures to
insure the proper use, storage and disposal of hazardous and toxic materials and
waste.  Such  procedures  shall be set forth in writing and approved by Landlord
prior  to Tenant's bringing any hazardous or toxic materials on to the Premises.

7.     If, during the term of this Lease, or following its termination, Landlord
or  Tenant become aware of the presence of any Hazardous Material or Toxic Waste
present  in  soils,  water,  sewer system, improvements or other portions of the
Premises, which were not present at the commencement of the Lease, or which were
caused  by  Tenant's  activities on the Premises, Tenant shall, at Tenant's sole
expense,  take  action  to  see  that  such  substances are removed and properly
disposed  of  in  an  appropriate  manner to restoring the Premises in its prior
condition.  Tenant  shall  indemnify and defend Landlord as to any costs, claims
or liability which may arise as a result of such toxic or hazardous materials on
the  Premises  or  in the Project as a result of Tenant's use of the Premises or
occupancy  within  the  Project.

8.     Landlord  shall,  at  an  interval  determined  at Landlord's discretion,
monitor  Tenant's  program and efforts to manage and control hazardous and toxic
materials and conduct inspections which it deems proper to determine whether any
contamination  has taken place.  If contamination caused by Tenant is discovered
through  such  monitoring  and  inspection,  the  following  program  shall  be
instituted  at  Tenant's  expense:

     8.1.     A  low  level  geotechnical  reconnaissance  shall be conducted to
determine  soil  classification,  depth  of ground water, nearest drinking water
aquifer,  direction  of  ground  water  flow.
     8.2.     Based  on  the  result of this inspection, three (3) to (6) ground
water monitor wells shall be placed at strategic points on the Premises or other
appropriate  locations  in  the  Project.  These  are  wells shall use specially
prepared  PVC  and  stainless  steel  pipes  and  fittings as recommended by the
testing  engineers  or  technicians.
     8.3.     A  "background  analysis"  of the site shall then be conducted for
"priority  pollutants."  This analysis establishes the pollutants present in the
soil  and ground water at the beginning of the monitoring period.  This analysis
should  be  maintained  on  file by Landlord and Tenant for future reference and
comparison.
     8.4.     Every  three  (3)  years,  or  such  other  interval  as  may  be
recommended  by  the testing engineers or technicians, an analysis shall be made
of  the  ground  water  drawn  from  the monitoring wells to determine if new or
increased  pollutants  are  present  in  the  ground  water.  Analysis  shall be
conducted  by  an  industrial  environmental laboratory using a spectrometer and
other  appropriate  analytical  processes.
     8.5.     If,  on  the basis of this testing procedure it is determined that
there  is  continued  pollution  of  the Premises, Tenant shall immediately take
steps  as  required,  at  Tenant's  sole  expense,  to  contain,  clean  up, and
discontinue  the  contamination  of  the  soil  and/or  groundwater.
     8.6.     Regular monitoring of the ground water shall then continue for the
duration  of  the  lease  period.

9.     The discovery of Hazardous Materials or Toxic Waste on the Premises shall
not  constitute  grounds for recision or termination of the Lease by the Tenant,
nor  for  offset  against, or abatement of, any rents due under the terms of the
Lease.


LANDLORD                              TENANT
NONAR  ENTERPRISES,                         IPAC  PRECISION  MACHINING,  INC.,
a  California  general  partnership                    a  California corporation



By:  /s/  Michael  P.  Cafagna                   By:  /s/  Patrick W. Moore
     -------------------------                        ---------------------

Michael  P.  Cafagna,                              Patrick  W.  Moore,
General  Partner                              Chief  Executive  Officer