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                                                             Exhibit 10.2

                         STANDARD INDUSTRIAL LEASE - GROSS

                    AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.   PARTIES.   This Lease, dated, for reference purposes only, AUGUST 30,
1999  ,is made by and between RANCHO CUCAMONGA  DEVELOPMENT COMPANY, A
CALIFORNIA GENERAL PARTNERSHIP (herein called "Lessor") and XIT, INC. A NEW
JERSEY CORPORATION (herein called "Lessee").

2.   PREMISES.  Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
that certain real property situated in the COUNTY OF SAN BERNARDINO STATE OF
CALIFORNIA commonly known as 9654 HERMOSA AVE, RANCHO CUCAMONGA, 91730 and
described as approximately 15,745 SQUARE FEET OF OFFICE/WAREHOUSE SPACE MORE
SPECIFICALLY AS EXHIBIT "A"& "B" ATTACHED HERETO AND MADE A PART OF THIS
LEASE BY THIS REFERENCE.

Said real property including the land and all improvements therein, is herein
called "the Premises".

3.   TERM.

     3.1   TERM   The term of this Lease shall be for SIXTY (60) MONTHS
commencing on DECEMBER 1. 1999 and ending on NOVEMBER 30. 2004 unless sooner
terminated pursuant to any provision hereof.

     3.2   DELAY IN POSSESSION.  Notwithstanding said commencement date, if
for any reason Lessor cannot deliver possession of the Premises to Lessee on
said date, Lessor shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations of Lessee
hereunder or extend the term hereof, but in such case, Lessee shall not be
obligated to pay rent until possession of the Premises is tendered to Lessee,
provided, however, that if Lessor shall not have delivered possession of the
Premises within sixty (60) days from said commencement date, Lessee may, at
Lessee's option, by notice in writing to Lessor within ten ( in) days
thereafter, cancel this Lease,. in which event the parties shall de
discharged from all obligations hereunder; provided further, however, that if
such written notice of Lessee is not received by Lessor within said ten (10)
day period, Lessee's right to cancel this Lease hereunder shall terminate and
be of no further force or effect.

     3.3   EARLY POSSESSION.

     See Paragraph 54-EARLY POSSESSION

4.   RENT.  Lessee shall pay to Lessor as rent for the premises, monthly
payments of $ 7,243.00, in advance, on the  FIRST day of each month of term
hereof. Lessee shall pay Lessor upon the execution hereof $7,243.00 as rent
for  DECEMBER 1-31, 1999

See Paragraph 47-RENT ESCALATIONS

Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the monthly installment. Rent shall be payable
in lawful money of the United Stales to Lessor at the address stated herein
or to such other persons or at such other places as Lessor may designate in
writing.

5.  SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof
$7,243.00 as security for Lessee's faithful performance of Lessee's
obligations hereunder. If Lessee fails to pay rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Lease,
Lessor may use, apply or retain all or any portion of said deposit for the
payment of any rent or other charge in default or for the payment of any
other sum to which Lessor may become obligated by reason of Lessee's default,
or to compensate Lessor for any loss or damage which Lessor may surfer
thereby. If Lessor so uses or applies all or any portion of said deposit,
Lessee shall within ten (10) days alter written demand therefor deposit cash
with Lessor in an amount sufficient to restore said deposit to the full
amount hereinabove stated and Lessee's failure to do so shall be a material
breach of this Lease. If the monthly rent shall, from time to time, increase
during the term of this Lease, Lessee shall thereupon deposit with Lessor
additional security deposit so that the amount of security deposit held by
Lessor shall at all times bear the same proportion to current rent as the
original security deposit bears to the original monthly rent set forth in
paragraph 4 hereof. Lessor shall not be required to keep said deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not
theretofore been applied by Lessor, shall be returned, without payment of
interest or other increment for its use, to Lessee (or, at Lessor's option,
to the last assignee, if any, of Lessee's interest hereunder) at the
expiration of the term hereof, and after Lessee has vacated the Premises. No
trust relationship is created herein between Lessor and Lessee with respect
to said Security Deposit.

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6.   USE.

     6.1   USE.  The Premises shall be used and occupied only for
ADMINISTRATIVE OFFICE/MANUFACTURING AND ASSEMBLY OF ELECTRONIC COMPONENTS or
any other use which is reasonably comparable and for no other purpose.

     6.2   COMPLIANCE WITH LAW.

           (a)  Lessor warrants to Lessee that the Premises, in its state
existing on the date that the Lease term commences, but without regard to the
use for which Lessee will use the Premises, does not violate any covenants or
restrictions of record, or any applicable building code, regulation or
ordinance in effect on such Lease term commencement date. In the event it is
determined that this warranty has been violated, then it shall be the
obligation of the Lessor, after written notice from Lessee, to promptly, at
Lessor's sole cost and expense, rectify any such violation. In the event
Lessee does not give to Lessor written notice of the violation of this
warranty within six months from the date that the Lease term commences, the
correction of same shall be the obligation of the Lessee at Lessee's sole
cost. The warranty contained in this paragraph 6.2 (a) shall be of no force
or effect if. prior to the date of this Lease, Lessee was the owner or
occupant of the Premises, and, in such event, Lessee shall correct any such
violation at Lessee's sole cost.

           (b)  Except as provided in paragraph 6.2(a), Lessee shall, at
Lessee's expense, comply promptly with all applicable statutes. ordinances,
rules, regulations, orders, covenants and restrictions of record, and
requirements in effect during the term or any part of the term hereof,
regulating the use by Lessee of the Premises. Lessee shall not use nor permit
the use of the Premises in any manner that will tend to create waste or a
nuisance or, if there shall be more than one tenant in the building
containing the Premises, shall tend to disturb such other tenants.

     6.3   CONDITION OF PREMISES.

           (a)  Lessor shall deliver the Premises to Lessee clean and free of
debris on Lease commencement date (unless Lessee is already in possession)
and Lessor further warrants to Lessee that the plumbing, lighting, air
conditioning, heating, and loading doors in the Premises shall be in good
operating condition on the Lease commencement date. In the event that it is
determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from Lessee setting
forth with specificity the nature of the violation, to promptly. at Lessor's
sole cost, rectify such violation. Lessee's failure to give such written
notice to Lessor within thirty (30) days after the Lease commencement date
shall cause the conclusive presumption that Lessor has complied with all of
Lessor's obligations hereunder. The warranty contained in this paragraph
6.3(a) shall be of no force or effect if prior to the date of this Lease,
Lessee was the owner or occupant of the Premises.

           (b)  Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises in their condition existing as of the Lease commencement
date or the date that Lessee takes possession of the Premises, whichever is
earlier, subject to all applicable zoning, municipal. county and stale laws,
ordinances and regulations governing and regulating the use of the Premises,
and any covenants or restrictions of record, and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached
hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made
any representation or warranty as to the present or future suitability of the
Premises for the conduct of Lessee's business.

7.   MAINTENANCE, REPAIRS AND ALTERATIONS.

     7.1   LESSOR'S OBLIGATIONS.  Subject to the provisions of Paragraphs 6,
7.2, and 9 and except for damage caused by any negligent or intentional act
or omission of Lessee, Lessee's agents, employees, or invitees in which event
Lessee shall repair the damage, Lessor, at Lessor's expense, shall keep in
good order, condition and repair the foundations, exterior walls and the
exterior roof of the Premises. Lessor shall not, however, be obligated to
paint such exterior, nor shall Lessor be required to maintain the interior
surface of exterior walls, windows, doors or plate glass. Lessor shall have
no obligation to make repairs under this Paragraph 7.1 until a reasonable
time after receipt of written notice of the need for such repairs. Lessee
expressly waives the benefits of any statute now or hereafter in effect which
would otherwise afford Lessee the right to make repairs at Lessor's expense
or to terminate this Lease because of Lessor's failure to keep the Premises
in good order, condition and repair.

     7.2   LESSEE'S OBLIGATIONS.

           (a)  Subject to the provisions of Paragraphs 6, 7.1 and 9, Lessee,
at Lessee's expense, shall keep in good order, condition and repair the
Premises and every part thereof (whether or not the damaged portion of the
Premises or the means of repairing the same are reasonably or readily
accessible to Lessee) including, without limiting the generality of the
foregoing, all plumbing, heating, air conditioning. (Lessee shall procure and

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maintain, at Lessee's expense, an air conditioning system maintenance
contract) ventilating, electrical and lighting facilities and Equipment
within the Premises, fixtures, interior walls and interior surface or
exterior walls, ceilings, windows, doors, plate glass, and skylights, located
within the and signs located in the Premises and all sidewalks.

           (b)  If Lessee fails to perform Lessee's obligations under this
Paragraph 7.2 or under any other paragraph of this Lease, Lessor may at
Lessor's option enter upon the Premises after 10 days prior written notice to
Lessee (except in the case of emergency, in which case no notice shall be
required), perform such obligations on Lessee's behalf and put the Premises
in good order, condition and repair, and the cost thereof together with
interest thereon at the maximum rate then allowable by law shall be due and
payable as additional rent to Lessor together with Lessee's next rental
installment.

           (c)  On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same
condition as received, ordinary wear and tear excepted, clean and free of
debris. Lessee shall repair any damage to the Premises occasioned by the
installation or removal of its trade fixtures. furnishings and equipment.
Notwithstanding anything to the contrary otherwise stated in this Lease,
Lessee  shall leave the air lines, power  panels,  electrical  distribution
systems,  lighting  fixtures,  space healers,  air  conditioning,  plumbing
and fencing on the premises in good operating condition.

     7.3   ALTERATIONS AND ADDITIONS.

           (a)  Lessee shall not, without Lessor's prior written consent make
any alterations, improvements, additions, or Utility Installations in, on or
about the Premises, except for nonstructural alterations not exceeding $2,500
in cumulative costs during the term of this Lease. In any event, whether or
not in excess of $2,500 in cumulative cost, Lessee shall make no change or
alteration to the exterior of the Premises nor the exterior of the
building(s) on the Premises without Lessor's prior written consent. As used
in this Paragraph 7.3 the term "Utility Installation" shall mean carpeting,
window coverings, air lines, power panels, electrical distribution systems,
lighting fixtures, space heaters, air conditioning, plumbing, and fencing.
Lessor may require that Lessee remove any or all of said alterations,
improvements, additions or Utility Installations at the expiration of the
term, and restore the Premises to their prior condition. Lessor may require
Lessee to provide Lessor, at Lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated
cost of such improvements, to insure Lessor against any liability for
mechanic's and materialmen's liens and to insure completion of the work.
Should Lessee make any alterations, improvements, additions or Utility
installations without the prior approval of Lessor, Lessor may require that
Lessee remove any or all of the same.

           (b)  Any alterations, improvements, additions or Utility
installations in, or about the Premises that Lessee shall desire to make and
which requires the consent of the Lessor shall be presented to Lessor in
written form, with proposed detailed plans. If Lessor shall give its consent,
the consent shall be deemed conditioned upon Lessee acquiring a permit to do
so from appropriate governmental agencies, the furnishing of a copy thereof
to Lessor prior to the commencement of the work and the compliance by Lessee
of all conditions of said permit in a prompt and expeditious manner.

           (c)  Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanics' or
materialmen's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of
any work in the Premises, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by law. If Lessee shall,
in good faith, contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend itself and Lessor against the same
and shall pay and satisfy any such adverse judgement that may be rendered
thereon before the enforcement thereof against the Lessor or the Premises,
upon the condition that if Lessor shall require, Lessee shall furnish to
Lessor a surely bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises free from the effect of such lien or claim. In
addition, Lessor may require Lessee to pay Lessor's attorneys fees and costs
in participating in such action if Lessor shall decide it is to its best
interest to do so.

           d)  Unless Lessor requires their removal, as set forth in
Paragraph 7.3(a) all alterations, installations, improvements, additions and
Utility Installations (whether or not such Utility Installations constitute
trade fixtures of Lessee) which may be made on the Premises, shall become the
properly of Lessor and remain upon and be surrendered with the Premises at
the expiration of the term. Notwithstanding the provisions of this Paragraph
7 3(d), Lessee's machinery and equipment, other than that which is affixed to
the Premises so that it cannot be removed without material damage to the
Premises, shall remain the property of Lessee and may be removed by Lessee
subject to the provisions of Paragraph 7.2(c).

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8.   INSURANCE; INDEMNITY.

     8.1   LIABILITY INSURANCE - LESSEE.  Lessee shall, at Lessee's expense,
obtain and keep in force during the term or this Lease a policy of Combined
Single Limit Bodily Injury and Property Damage Insurance insuring Lessee and
Lessor against any liability arising out of the use, occupancy or maintenance
of the Premises and all other areas appurtenant thereto. Such insurance shall
be in an amount not less than $500,000 per occurrence. The policy shall
insure performance by Lessee of the indemnity provisions or this Paragraph 8.
The limits of said insurance shall not, however, limit the liability of
Lessee hereunder.

     8.2   LIABILITY INSURANCE - LESSOR.  Lessor shall obtain and keep in
force during the term of this Lease a policy of Combined Single Limit Bodily
Injury and Properly Damage Insurance, insuring Lessor, but not Lessee,
against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto in an amount
not less than $500,000 per occurrence.

     8.3   PROPERLY INSURANCE.  Lessor shall obtain and keep in force during
the term of this Lease a policy or policies of insurance covering loss or
damage to the Premises, but not Lessee's fixtures, equipment or tenant
improvements in an amount not to exceed the full replacement value thereof,
as the same may exist from time to time, providing protection against all
perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, flood (in the event same is required by a
lender having a lien on the Premises) special extended perils ("all risk", as
such term is used in the insurance industry) but not plate glass insurance.
In addition, the Lessor shall obtain and keep in force during, the term of
this Lease, a policy of rental value insurance covering a period of one year,
with loss payable to Lessor, which insurance shall also cover all real estate
taxes and insurance costs for said period.

     8.4   PAYMENT OF PREMIUM INCREASE.

           (a)  Lessee shall pay to Lessor, during the term hereof, in
addition to the rent, the amount of any increase in premiums for the
insurance required under Paragraphs 8.2 and 8.3 over and above such premiums
paid during the Base Period, as hereinafter defined, whether such premium
increase shall be the result of the nature of Lessee's occupancy, any act or
omission of Lessee, requirements of the holder or a mortgage or deed of trust
covering the Premises, increased valuation of the Premises, or general rate
increases. In the event that the Premises have been occupied previously, the
words "Base Period" shall mean the last twelve months of the prior occupancy.
In the event that the Premises have never been previously occupied, the
premiums during the "Base Period" shall be deemed to be the lowest premiums
reasonably obtainable for said insurance assuming the most nominal use of the
Premises. Provided, however, in lieu of the Base Period, the parties may
insert a dollar amount al the end of this sentence which figure shall be
considered as the insurance premium for the Base Period: $1,738.00*. In no
event, however, shall Lessee be responsible for any portion of the premium
cost attributable to liability insurance coverage in excess of $1,000,000
procured under paragraph 8.2  * SEE PARAGRAPH 52

           (b)  Lessee shall pay any such premium increases to Lessor within
30 days after receipt by Lessee of a copy of the premium statement or other
satisfactory evidence or the amount due. If the insurance policies maintained
hereunder cover other improvements in addition to the Premises, Lessor shall
also deliver to Lessee a statement of the amount of such increase
attributable to the Premises and showing in reasonable detail, the manner in
which such amount was computed. If the term of this Lease shall not expire
concurrently with the expiration of the period covered by such insurance,
Lessee's liability for premium increases shall be prorated on an annual basis.

           (c)  If the Premises are part of a larger building, then Lessee
shall not be responsible for paying any increase in the properly insurance
premium caused by the acts or omissions of any other tenant of the building
of which the Premises are a part.

     8.5   INSURANCE POLICIES.  Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at least B plus, or
such other rating as may be required by a lender having a lien on the
Premises, as set forth in the most current issue of "Best's Insurance Guide".
Lessee shall deliver to Lessor copies of policies of liability insurance
required under Paragraph 8.1 or certificates evidencing the existence and
amounts of such insurance. No such policy shall be cancellable or subject to
reduction of coverage or other modification except after thirty (30) days
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior
to the expiration of such policies furnish Lessor with renewals or "Binders"
thereof, or Lessor may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee upon demand. Lessee shall not
do or permit to be done anything which shall invalidate the insurance
policies referred to in Paragraph 8.3.

     8.6   WAIVER OF SUBROGATION.  Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage arising out of or incident to the perils insured against
under paragraph 8.3, which perils occur in, on or about the Premises, whether
due to the negligence of Lessor or Lessee or their agents, employees,
contractors and/or invitees. Lessee and Lessor shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance
carrier or carriers that the foregoing mutual waiver of subrogation is
contained in this Lease.

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     8.7   INDEMNITY.  Lessee shall indemnify and hold harmless Lessor from
and against any and all claims arising from Lessee's use of the Premises, or
from the conduct of Lessee's business or from any activity, work or things
done, permitted or suffered by Lessee in or about the Premises or elsewhere
and shall further indemnify and hold harmless Lessor from and against any and
all claims arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any negligence of the Lessee, or any of Lessee's agents,
contractors, or employees, and from and against all costs, attorney's fees,
expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against Lessor by reason of any such claim, Lessee upon notice from
Lessor shall defend the same at Lessee's expense by counsel satisfactory to
Lessor. Lessee, as a material part of the consideration to Lessor, hereby
assumes all risk of damage to properly or injury to persons, in, upon or
about the Premises arising from any cause and Lessee hereby waives all claims
in respect thereof against Lessor.

     8.8   EXEMPTION OF LESSOR FROM LIABILITY.  Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of
income therefrom or for damage to the goods, wares, merchandise or other
properly of Lessee. Lessee's employees, invitees, customers, or any other
person in or about the Premises, nor shall Lessor be liable for injury to the
person of Lessee, Lessee's employees, agents or contractors, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects or
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether the said damage or injury results
from conditions arising upon the Premises or upon other portions of the
building of which the Premises are a part, or from other sources or places
and regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Lessee. Lessor shall not be liable for
any damages arising from any act or neglect of any other tenant, if any, of
the building in which the Premises are located.


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9.   DAMAGE OR DESTRUCTION.

     9.1   Definitions.

           (a)  "Premises Partial Damage" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is less
than 50% of the fair market value of the Premises immediately prior to such
damage or destruction. "Premises Building Partial Damage" shall herein mean
damage or destruction to the building of which the Premises are a part to the
extent that the cost of repair is less than 50% or the fair market value of
such building as a whole immediately prior to such damage or destruction.

           (b)  "Premises Total Destruction" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is 50% or
more of the fair market value of the Premises immediately prior to such
damage or destruction. "Premises Building Total Destruction" shall herein
mean damage or destruction to the building of which the Premises are a part
to the extent that the cost of repair is 50% or more of the fair market value
of such building as a whole immediately prior to such damage or destruction.

          (c)  "Insured Loss" shall herein mean damage or destruction which
was caused by an event required to be covered by the insurance described in
paragraph 8.

     9.2   PARTIAL DAMAGE -- INSURED LOSS.  Subject to the provisions of
paragraphs 9.4, 9.5, and 9.6, if at any time during the term of this Lease
there is damage which is an Insured Loss and which falls into the
classification of Premises Partial Damage or Premises Building Partial
Damage, then Lessor shall, at Lessor's sole cost, repair such damage, but not
Lessee's fixtures, equipment or tenant improvements, as soon as reasonably
possible and this Lease shall continue in full force and effect.

     9.3   PARTIAL DAMAGE -- UNINSURED LOSS.  Subject to the provisions of
Paragraphs 9.4, 9.5 and 9.6, if at any time during the term of this Lease
there is damage which is not an Insured Loss and which falls within the
classification of Premises Partial Damage or Premises Building Partial
Damage, unless caused by a negligent or willful act of Lessee (in which event
Lessee shall make the repairs at Lessee's expense), Lessor may at Lessor's
option either (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after
the date of the occurrence of such damage of Lessor's intention to cancel and
terminate this Lease, as of the date of the occurrence of such damage. In the
event Lessor elects to give such notice of Lessor's intention to cancel and
terminate this Lease, Lessee shall have the right within ten (10) days after
the receipt of such notice to give written notice to Lessor of Lessee's
intention to repair such damage at Lessee's expense, without reimbursement
from Lessor, in which event this Lease shall continue in full force and
effect, and Lessee shall proceed to make such repairs as soon as reasonably
possible. If Lessee does not give such notice within such 10-day period this
Lease shall be cancelled and terminated as of the dale of the occurrence of
such damage.

     9.4   TOTAL DESTRUCTION.  If at any time during the term of this Lease
there is damage, whether or not an Insured Loss, (including destruction
required by any authorized public authority), which falls into the
classification of Premises Total Destruction or Premises Building Total
Destruction, this Lease shall automatically terminate as of the date of such
total destruction.

     9.5   DAMAGE NEAR END OF TERM.

           (a)  If at any time during the last six months of the term of this
Lease there is damage, whether or not an Insured Loss, which fails within the
classification of Premises Partial Damage, Lessor may at Lessor's option
cancel and terminate this Lease as of the date of occurrence of such damage
by giving written notice to Lessee of Lessor's election to do so within 30
days after the date of occurrence of such damage.

           (b)  Notwithstanding paragraph 9.5(a), in the event that Lessee
has an option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Lessee shall exercise such
option, if it is to be exercised at all, no later than 20 days after the
occurrence of an Insured Loss falling within the classification of Premises
Partial Damage during the last six months of the term of this Lease. If
Lessee duly exercises such option during said 20 day period, Lessor shall, at
Lessor's expense, repair such damage as soon as reasonably possible and this
Lease shall continue in full force and effect. If Lessee fails to exercise
such option during said 20 day period, then Lessor may at Lessor's option
terminate and cancel this Lease as of the expiration of said 20 day period by
giving written notice to Lessee of Lessor's election to do so within 10 days
after the expiration of said 20 day period, notwithstanding any term or
provision in the grant of option to the contrary.

     9.6   ABATEMENT OF RENT; LESSEE'S REMEDIES.

           (a)  In the event of damage described in paragraphs 9.2 or 9.3,
                and Lessor or Lessee repairs or restores the Premises
                pursuant to the provisions of this Paragraph 9, the rent
                payable hereunder for the period during which such damage,
                repair or restoration continues shall be abated in proportion
                to the degree to which Lessee's use of the Premises is
                impaired. Except for abatement of rent, if any, Lessee shall
                have no claim against Lessor for any damage suffered by
                reason of any such damage, destruction, repair or restoration.

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           (b)  If Lessor shall be obligated to repair or restore the
Premises under the provisions or this Paragraph 9 and shall not commence such
repair or restoration within 90 days after such obligations shall accrue,
Lessee may at Lessee's option cancel and terminate this Lease by giving
Lessor written notice of Lessee's election to do so at any time prior to the
commencement of such repair or restoration. In such event this Lease shall
terminate as of the date of such notice.

     9.7   TERMINATION -- ADVANCE PAYMENTS.  Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made
concerning advance rent and any advance payments made by Lessee to Lessor.
Lessor shall, in addition, return to Lessee so much of Lessee's security
deposit as has not theretofore been applied by Lessor.

     9.8   WAIVER.  Lessor and Lessee waive the provisions of any statutes
which relate to termination of leases when leased property is destroyed and
agree that such event shall be governed by the terms of this Lease.

10.  REAL PROPERTY TAXES.

     10.1  PAYMENT OF TAX INCREASE.  Lessor shall pay the real properly tax,
as defined in paragraph 10.3. applicable to the Premises; provided, however,
that Lessee shall pay, in addition to rent, the amount, if any, by which real
property taxes applicable to the Premises increase over the fiscal real
estate tax year 1999   2000 .  Such payment shall be made by Lessee within
thirty (30) days after receipt of Lessor's written statement setting forth
the amount or such increase and the computation thereof. If the term of this
Lease shall not expire concurrently with the expiration of the tax fiscal
year, Lessee's liability for increased taxes for the last partial lease year
shall be prorated on an annual basis.

     10.2  ADDITIONAL IMPROVEMENTS.  Notwithstanding paragraph 10.1 hereof,
Lessee shall pay to Lessor upon demand therefor the entirely of any increase
in real property tax if assessed solely by reason of additional improvements
placed upon the Premises by Lessee or at Lessee's request.

     10.3  DEFINITION OF "REAL PROPERTY TAX".  As used herein, the term "real
property tax" shall include any form of real estate lax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed on the Premises by any authority
having the direct or indirect power to tax, including any city, state or
federal government, or any school, agricultural, sanitary, fire, street,
drainage or other improvement district thereof, as against any legal or
equitable interest of Lessor in the Premises or in the real properly of which
the Premises are a part, as against Lessor's right to rent or other income
therefrom, and as against Lessor's business of leasing the Premises. The term
"real properly tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
properly tax," or (ii) the nature of which was hereinbefore included within
the definition of "real property tax." or (iii) which is imposed for a
service or right not charged prior to June 1. 1978, or, if previously
charged, has been increased since June 1, 1978, or (iv) which is imposed as a
result of a transfer, either partial or total, of Lessor's interest in the
Premises or which is added to a tax or charge hereinbefore included within
the definition of real property tax by reason or such transfer, or (v) which
is imposed by reason of this transaction, any modifications or changes
hereto, or any transfers hereof.

     10.4  JOINT ASSESSMENT.  If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the real properly
taxes for all of the land and improvements included within the tax parcel
assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information
as may be reasonably available. Lessor's reasonable determination thereof, in
good faith, shall be conclusive.

     10.5  PERSONAL PROPERTY TAXES.

           (a)  Lessee shall pay prior to delinquency all taxes assessed
against and levied upon trade fixtures, furnishings, equipment and all other
personal property of Lessee contained in the Premises or elsewhere. When
possible, Lessee shall cause said trade fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the
real property of Lessor.

           (b)  If any of Lessee's said personal property shall be assessed
with Lessor's real property, Lessee shall pay Lessor the taxes attributable
to Lessee within 10 days after receipt of a written statement setting forth
the taxes applicable to Lessee's properly.

11.  UTILITIES.  Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services supplied to the Premises, together
with any taxes thereon. If any such services are not separately metered to
Lessee, Lessee shall pay a reasonable proportion to be determined by Lessor
of all charges jointly metered with other premises.

                                         3a
<PAGE>

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part or Lessee's interest in this Lease or in the
Premises, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold. Lessor shall respond to Lessee's request for consent
hereunder in a timely manner and any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent shall be void, and
shall constitute a breach of this Lease.

     12..2  LESSEE AFFILIATE.  Notwithstanding the provisions of paragraph
12.1 hereof, Lessee may assign or sublet the Premises, or any portion
thereof, without Lessor's consent, to any corporation which controls, is
controlled by or is under common control with Lessee, or to any corporation
resulting from the merger or consolidation with Lessee, or to any person or
entity which acquires all the assets of Lessee as a going concern of the
business that is being conducted on the Premises, provided that said assignee
assumes, in full, the obligations of Lessee under this Lease. Any such
assignment shall not, in any way, affect or limit the liability of Lessee
under the terms or this Lease even if after such assignment or subletting the
terms of this Lease are materially changed or altered without the consent or
Lessee, the consent of whom shall not be necessary.

     12.3  NO RELEASE OF LESSEE.  Regardless of Lessor's consent, no
subletting or assignment shall release Lessee of Lessee's obligation or alter
the primary liability of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder. The acceptance of rent by
Lessor from any other person shall not be deemed to be a waiver by Lessor of
any provision hereof. Consent to one assignment or subletting shall not be
deemed consent to any subsequent assignment or subletting. In the event of
default by any assignee of Lessee or any successor of Lessee, in the
performance of any of the terms hereof, Lessor may proceed directly against
Lessee without the necessity of exhausting remedies against said assignee.
Lessor may consent to subsequent assignments or subletting of this Lease or
amendments or modifications to this Lease with assignees of Lessee, without
notifying Lessee, or any successor of Lessee, and without obtaining its or
their consent thereto and such action shall not relieve Lessee of liability
under this Lease.

     12.4  ATTORNEY'S FEES.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or
if Lessee shall request the consent or Lessor for any act Lessee proposes to
do then Lessee shall pay Lessor's reasonable attorneys fees incurred in
connection therewith, such attorneys fees not to exceed $350.00 for each such
request.

                                               Initials _______________

                                                        _______________



                                         3b
<PAGE>

13.1 DEFAULTS; REMEDIES.

     3.1   DEFAULTS.  The occurrence of any one or more of the following
events shall constitute a material default and breach of this Lease by Lessee:

           (a)  The vacating or abandonment of the Premises by Lessee.

           (b)  The failure by Lessee to make any payment of rent or any
other payment required to be made by Lessee hereunder, as and when due, where
such failure shall continue for a period or three days after written notice
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes
such Notice to Pay Rent or Quit shall also constitute the notice required by
this subparagraph.

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

           (d)  (i) The making by Lessee of any general arrangement or
assignment for the benefit of creditors; (ii) Lessee becomes a "debtor" as
defined in 11 U.S.C.Section 101 or any successor statute thereto (unless, in
the case of a petition filed against Lessee, the same is dismissed within 60
days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within 30
days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within 30 days.
Provided, however, in the event that any provision of this paragraph 13.l(d)
is contrary to any applicable law, such provision shall be of no force or
effect.

           (e)  The discovery by Lessor that any financial statement given to
Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessee's obligation
hereunder, and any of them, was materially false.

     13.2  REMEDIES.  In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand
and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default or breach:

           (a)  Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee s default including, but not limited to, the cost
of recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's
fees, and any real estate commission actually paid; the worth at the time of
award by the court having jurisdiction thereof of the amount by which the
unpaid rent for the balance of the term after the time of such award exceeds
the amount of such rental loss for the same period that Lessee proves could
be reasonably avoided; that portion of the leasing commission paid by Lessor
pursuant to Paragraph 15 applicable to the unexpired term of this Lease.

           (b)  Maintain Lessee's right to possession in which case this
Lease shall continue in effect whether or not Lessee shall have abandoned the
Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.

           (c)  Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located. Unpaid installments of rent and other unpaid monetary obligations of
Lessee under the terms of this Lease shall bear interest from the date due at
the maximum rate then allowable by law.

    13.3   DEFAULT BY LESSOR.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but
in no event later than thirty (30) days after written notice by Lessee to
Lessor and to the holder of any first mortgage or deed of trust covering the
Premises whose name and address shall have theretofore been furnished to
Lessee in writing, specifying wherein Lessor has failed to perform such
obligation; provided, however, that if the nature of Lessor's obligations is
such that more than thirty (30) days are required for performance then Lessor
shall not be in default if Lessor commences performance within such 30-day
period and thereafter diligently prosecutes the same to completion.

     13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such, costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed
on Lessor by the terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Lessee
shall not be received by Lessor or Lessor's designee within ten (10) days
after such amount shall be due, then, without any requirement for notice to
Lessee, Lessee shall pay to

                                         4
<PAGE>

Lessor a late charge equal to 6% of such overdue amount. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the
costs Lessor will incur by reason of late payment by Lessee. Acceptance of
such late charge by Lessor shall in no event constitute a waiver of Lessee's
default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder. In the
event that a late charge is payable hereunder, whether or not collected, for
three (3) consecutive installments of rent, then rent shall automatically
become due and payable quarterly in advance, rather than monthly,
notwithstanding paragraph 4 or any other provision of this Lease to the
contrary.

     13.5  IMPOUNDS.  In the event that a late charge is payable hereunder,
whether or not collected, for three (3) installments of rent or any other
monetary obligation of Lessee under the terms of this Lease, Lessee shall pay
to Lessor, if Lessor shall so request, in addition to any other payments
required under this Lease, a monthly advance installment, payable at the same
time as the monthly rent, as estimated by Lessor, for real properly tax and
insurance expenses on the Premises which are payable by Lessee under the
terms of this Lease. Such fund shall be established to insure payment when
due, before delinquency, of any or all such real properly taxes and insurance
premiums. If the amounts paid to Lessor by Lessee under the provisions of
this paragraph are insufficient to discharge the obligations of Lessee to pay
such real properly taxes and insurance premiums as the same become due,
Lessee shall pay to Lessor, upon Lessor's demand, such additional sums
necessary to pay such obligations. All moneys paid to Lessor under this
paragraph may be intermingled with other moneys of Lessor and shall not bear
interest. In the event of a default in the obligations of Lessee to perform
under this Lease, then any balance remaining from funds paid to Lessor under
the provisions of this paragraph may, at the option of Lessor, be applied to
the payment of any monetary default of Lessee in lieu of being applied to the
payment of real properly tax and insurance premiums.

14.  CONDEMNATION.  If the Premises or any portion thereof are taken under
the power of eminent domain, or sold under the threat of the exercise of said
power (all of which are herein called "condemnation"), this Lease shall
terminate as to the part so taken as of the date the condemning authority
takes title or possession, whichever first occurs. If more than 10% of the
floor area of the building on the Premises, or more than 25% of the land area
of the Premises which is not occupied by any building, is taken by
condemnation, Lessee may, at Lessee's option, to be exercised in writing only
within ten (10) days after Lessor shall have given Lessee written notice of
such taking (or in the absence of such notice, within ten (10) days after the
condemning authority shall have taken possession) terminate this Lease as of
the date the condemning authority takes such possession. If Lessee does not
terminate this Lease in accordance with the foregoing, this Lease shall
remain in full force and effect as to the portion of the Premises remaining,
except that the rent shall be reduced in the proportion that the floor area
of the building taken bears to the total floor area of the building situated
on the Premises. No reduction of rent shall occur if the only area taken is
that which does not have a building located thereon. Any award for the taking
of all or any part of the Premises under the power of eminent domain or any
payment made under threat of the exercise of such power shall be the properly
of Lessor, whether such award shall be made as compensation for diminution in
value of the leasehold or for the taking of the fee, or as severance damages;
provided, however, that Lessee shall be entitled to any award for loss of or
damage to Lessee's trade fixtures and removable personal properly. In the
event that this Lease is not terminated by reason of such condemnation,
Lessor shall to the extent of severance damages received by Lessor in
connection with such condemnation, repair any damage to the Premises caused
by such condemnation except to the extent that Lessee has been reimbursed
therefor by the condemning authority. Lessee shall pay any amount in excess
of such severance damages required to complete such repair.

15.  BROKER'S FEE.

     (a)  Upon execution of this Lease by both parties, Lessor shall pay to
DELMAR COMMERCIAL REAL ESTATE SERVICES & LEE & ASSOCIATES Licensed real
estate broker(s), a fee as set forth in a separate agreement between Lessor
and said broker(s), or in the event there is no separate agreement between
Lessor and said broker(s), the sum of $ PER CONTRACT , for brokerage services
rendered by said broker(s) to Lessor in this transaction.

     (b)  Lessor further agrees that if Lessee exercises any Option as
defined in paragraph 39.1 of this Lease, which is granted to Lessee under
this Lease, or any subsequently granted option which is substantially similar
to an Option granted to Lessee under this Lease, or if Lessee acquires any
rights to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or if Lessee remains in possession of the
Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the
Premises and/or any adjacent property in which Lessor has an interest, then
as to any of said transactions, Lessor shall pay said broker(s) a fee In
accordance with the schedule of said broker(s) in effect at the time of
execution of this Lease.

                                         4a
<PAGE>

     (c)  Lessor agrees to pay said fee not only on behalf of Lessor but also
on behalf of any person, corporation, association, or other entity having an
ownership interest in said real property or any part thereof, when such fee
is due hereunder. Any transferee of Lessor's interest in this Lease, whether
such transfer is by agreement or by operation of law, shall be deemed to have
assumed Lessor's obligation under this Paragraph 15. Said broker shall be a
third parry beneficiary of the provisions of this Paragraph 15.

16.  ESTOPPEL CERTIFICATE.

     (a)  Lessee shall at any time upon not less than ten (10) days' prior
          written notice from Lessor execute, acknowledge and deliver to
          Lessor a statement in writing (i) certifying that this Lease is
          unmodified and in full force and effect (or, if modified, stating
          the nature of such modification and certifying that this Lease, as
          so modified, is in full force and effect) and the date to which the
          rent and other charges are paid in advance, if any, and (ii)
          acknowledging that there are not, to Lessee's knowledge, any
          uncured defaults on the part of Lessor hereunder, or specifying
          such defaults if any are claimed. Any such statement may be
          conclusively relied upon by any prospective purchaser or
          encumbrancer of the Premises.

     (b)  At Lessor's option, Lessee's failure to deliver such statement
within such time shall be a material breach of this Lease or shall be
conclusive upon Lessee (i) that this Lease is in full force and effect,
without modification except as may be represented by Lessor, (ii) that there
are no uncured defaults in Lessor's performance, and (iii) that not more than
one month's rent has been paid in advance or such failure may be considered
by Lessor as a default by Lessee under this Lease.

                                               Initials _______________

                                                        _______________









                                         4b
<PAGE>

     (c)  If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee hereby agrees to deliver to any lender or purchaser
designated by Lessor such financial statements of Lessee as may be reasonably
required by such lender or purchaser. Such statements shall include the past
three years' financial statements of Lessee. All such financial statements
shall be received by Lessor and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.

17.  LESSOR'S LIABILITY.  The term "Lessor" as used herein shall mean only
the owner or owners at the time in question of the fee title or a lessee's
interest in a ground lease of the Premises, and except as expressly provided
in Paragraph 15, in the event of any transfer of such title or interest,
Lessor herein named (and in case of any subsequent transfers then the
grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed,
provided that any funds in the hands of the Lessor or the then grantor at the
time of such transfer, in which Lessee has an interest, shall be delivered to
the grantee. The obligations contained in this Lease to be performed by
Lessor shall, subject as aforesaid, be binding on Lessor's successors and
assigns, only during their respective periods of ownership.

18.  SEVERABILITY.  The invalidity of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein provided,
any amount due to Lessor not paid when due shall bear interest at the maximum
rate then allowable by law from the date due. Payment of such interest shall
not excuse or cure any default by Lessee under this Lease, provided, however,
that interest shall not be payable on late charges incurred by Lessee nor on
any amounts upon which late charges are paid by Lessee.

20.  TIME OF ESSENCE.  Time is of the essence.

21.  ADDITIONAL RENT.  Any monetary obligations of Lessee to Lessor under the
terms of this Lease shall be deemed to be rent.

22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.  This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No
prior agreement or understanding pertaining to any such matter shall be
effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in
this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in Paragraph 15 hereof nor any cooperating broker on this transaction
nor the Lessor or any employees or agents of any of said persons has made any
oral or written warranties or representations to Lessee relative to the
condition or use by Lessee of said Premises and Lessee acknowledges that
Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance
thereof with all applicable laws and regulations in effect during the term of
this Lease except as otherwise specifically stated in this Lease.

23.  NOTICES.  Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal delivery or by certified mail, and
if given personally or by mail, shall be deemed sufficiently given if
addressed to Lessee or to Lessor at the address noted below the signature of
the respective parties, as the case may be. Either party may by notice to the
other specify a different address for notice purposes except that upon
Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's address for notice purposes. A copy of all notices required or
permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from to time to time
hereafter designate by notice to Lessee.

24. WAIVERS.  No waiver by Lessor or any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of any act,
shall not be deemed to render unnecessary the obtaining of Lessor's consent
to or approval or any subsequent act by Lessee. The acceptance of rent
hereunder by Lessor shall not be a waiver of any preceding breach by Lessee
of any provision hereof, other than the failure of Lessee to pay the
particular rent so accepted, regardless of Lessor's knowledge of such
preceding breach at the time of acceptance of such rent.

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of
this Lease for recording purposes.

26.  HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession
of the Premises or any part thereof after the expiration of the term hereof,
such occupancy shall be a tenancy from month to month upon all the provisions
of this Lease pertaining to the obligations of Lessee, but all options and
rights of first refusal, if any, granted under the terms of this Lease shall
be deemed terminated and be of no further effect during month to month
tenancy.

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

28.  COVENANTS AND CONDITIONS.  Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

                                         5

<PAGE>

29.  BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions
of Paragraph 17, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State wherein the Premises are located.

30.  SUBORDINATION.

     (a)  This Lease, at Lessor's option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation or security now or
hereafter placed upon the real property of which the Premises are a part and
to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms.
If any mortgagee, trustee or ground lessor, shall elect to have this Lease
prior to the lien of its mortgage, deed of trust or ground lease, and shall
give written notice thereof to Lessee, this Lease shall be deemed prior to
such mortgage, deed of trust, or ground lease, whether this Lease is dated
prior or subsequent to the date of said mortgage, deed of trust, or ground
lease or the date of recording thereof.

     (b)  Lessee agrees to execute any documents required to effectuate an
attornment, a subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee's failure
to execute such documents within 10 days after written demand shall
constitute a material default by Lessee hereunder, or, at Lessor's option,
Lessor shall execute such documents on behalf of Lessee as Lessee's
attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint
Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to
execute such documents in accordance with this paragraph 30(b).

31.  ATTORNEY'S FEES.  If either party or the broker named herein brings an
action to enforce the terms hereof or declare rights hereunder, the
prevailing party in any such action, on trial or appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
court. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

32.  LESSOR'S ACCESS.  Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the
same, showing the same to prospective purchasers, lenders, or lessees, and
making such alterations, repairs, improvements or additions to the Premises
or to the building of which they are a part as Lessor may deem necessary or
desirable. Lessor may at any time place on or about Premises any ordinary
"For Sale" signs and Lessor may at any time during the last 120 days of the
term hereof place on or about the Premise ordinary "For Lease" signs, all
without rebate or rent or liability to Lessee.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first
having obtained Lessor's prior written consent. Notwithstanding anything to
the contrary in this Lease, Lessor shall not be obligated to exercise any
standard of reasonableness in determining whether to grant such consent.

34.  SIGNS.  Lessee shall not place any sign upon the Premises without
Lessor's prior written consent except that Lessee shall have the right,
without the prior permission of Lessor to place ordinary and usual for rent
or sublet signs thereon.

35.  MERGER.  The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.

36.  CONSENTS.  Except for paragraph 33 hereof, wherever in this Lease the
consent of one party is required to an act of the other party, such consent
shall not be unreasonably withheld.

37.  GUARANTOR.   In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.  QUIET POSSESSION.  Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such
execution is binding upon all parties holding an ownership interest in the
Premises.

39.  OPTIONS.

     39.1  DEFINITION.  As used in this paragraph the word "Options" has the
following meaning: (1) the right or option to extend the term of this Lease
or to renew this Lease or to extend or renew any lease that Lessee has on
other properly of Lessor; (2) the option or right of first refusal to lease
the Premises or the right of first offer to lease the Premises or the right
of first refusal to lease other

                                         5a
<PAGE>

property of Lessor or the right of first offer to lease other property of
Lessor; (3) The right or option to purchase the Premises, or the right of
first refusal to purchase the Premises, or the right of first offer to
purchase the Premises or the right of option to purchase other property of
Lessor, or the right of first refusal to purchase other property of  Lessor
or the right of first offer to purchase other property or Lessor.

     39.2  OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease are
personal to Lessee and may not be exercised or be assigned, voluntarily or
involuntarily, by or to any person or entity other than Lessee, provided,
however, the Option may be exercised by or assigned to any Lessee Affiliate
as defined in paragraph 12.2 of this Lease. The Options herein granted to
Lessee are not assignable separate and apart from this Lease..

39.3  MULTIPLE OPTIONS.  In the event that Lessee has any multiple options to
extend or renew this Lease a later option cannot be exercised unless the
prior option to extend or renew this Lease has been so exercised.

39.4  EFFECT OF DEFAULT ON OPTIONS.

     (a)  Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary, (i) during the
commencing from the date Lessor gives to Lessee a notice of default pursuant
to paragraph 13.1(b) or 13.l(c) and continuing until the default alleged in
said notice of default is cured, or (ii) during the period of time commencing
on the day after a monetary obligation to Lessor is due from Lessee and
unpaid (without any necessity for notice thereof to Lessee) continuing until
the obligation is paid, or (iii) at any time after an event of default
described in paragraphs 13.l(a), 13.l(d), or 13.1 (e) (without any necessity
of Lessor to give notice of such default to Lessee), or (iv) in the that
Lessor has given to Lessee three or more notices of default under paragraph
13.1(b), where a late charge becomes payable under paragraph 13.4 for each of
such defaults, or paragraph 13.1(c), whether or not the defaults are cured,
during the 12 month period prior to the time that Lessee intends to exercise
the subject Option.

     (b)  The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of paragraph 39.4(a)

     (c)  All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option, if after such exercise and during the term
of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of
Lessee for a period of 30 days alter such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails
to commence to cure a default specified in paragraph 13.1(c) within 30 days
after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, or
(iii) Lessee commits a default described in paragraph 13.1 (a),13.l(d) or
13.1 (e) (without any necessity of Lessor to give notice of such default to
Lessee), or (iv) Lessor gives to Lessee three or more notices of default
under paragraph 13.1(b), where a late charge becomes payable under paragraph
13.4 for each such default, or paragraph 13.l(c), whether or not the defaults
are cured.

40.  MULTIPLE TENANT BUILDING.  In the event that the Premises are part of a
larger building or group of buildings then Lessee agrees that it will abide
by, keep and observe all reasonable rules and regulations which Lessor may
make from time to time for the management, safely, care, cleanliness of the
building and grounds, the parking of vehicles and the preservation of good
order therein as well as for the convenience of other occupants and tenants
of the building. The violations of any such rules and regulations shall be
deemed a material breach of this Lease by Lessee.

41.  SECURITY MEASURES.  Lessee hereby acknowledges that the rental payable
to Lessor hereunder does not include the cost or guard service or security
measures, and that Lessor shall have no obligation whatsoever to provide
same. Lessee assumes all responsibility for the protection of Lessee, its
agents and invitees from acts of third parties.

42.   EASEMENTS.  Lessor reserves to itself the right, from time to time, to
grant such easements, rights and dedications that Lessor deems necessary or
desirable, and to cause the recordation of Parcel Maps and restrictions, so
long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee shall
sign any of the aforementioned documents upon request of Lessor and failure
to do so shall constitute a material breach of this Lease.

43.  PERFORMANCE UNDER PROTEST.  If at any time a dispute shall arise as to
     any amount or sum of money to be paid by one party to the other under
     the provisions hereof, the party against whom the obligation to pay the
     money is asserted shall have the right to make payment "under protest"
     and such payment shall not be regarded as a voluntary payment, and there
     shall survive the right on the part of said party to institute suit for
     recovery of such sum. If it shall be adjudged that there was no legal
     obligation on the part of said party to pay such sum or any part
     thereof, said party shall be entitled to recover such sum or so much
     thereof as it was not legally required to pay under the provisions of
     this Lease.

                                         5b
<PAGE>

44.   AUTHORITY.  If  Lessee is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants the he or she is duly authorized to execute and
deliver this lease on behalf of said entity.  If Lessee is a corporation,
trust or Partnership, Lessee shall, within thirty (30) days alter execution
of this Lease, deliver to Lessor evidence of such authority satisfactory to
Lessor.

45.   CONFLICT.  Any conflict between the printed provisions of this Lease
and the typewritten or handwritten provisions shall be controlled by written
or handwritten provisions.

46.   ADDENDUM.  Attached hereto is an addendum or addenda containing
paragraphs 47 through 58 which constitutes a part of this Lease.






                                         5c
<PAGE>

Also attached:

Exhibit A - Site Plan
Exhibit B - Floor Plan
ADA/Hazardous Materials and Tax Disclosure



LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEAEIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.

     IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
     YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE
     BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
     BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
     EFFECT, OR TAX CONSEOUENCES OF THIS LEASE OR THE TRANSACTION RELATING TO;
     THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS
     TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

The parties hereto have executed this Lease at the place on the dates
specified immediately adjacent to their respective signatures.

                                         Rancho Cucamonga Development Company,
Executed at                                 a California General Partnership
            ---------------------------

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


By
  -------------------------------------

Address  12297 Shasta Drive              By  Alan R. Tibbetts, General Partner
       ---------------------------------    ------------------------------------

       Etiwanda, CA 91739 (909) 899-9545         "LESSOR" (Corporate seal)
       ---------------------------------          XIT, Inc.
Executed at                                       a New Jersey Corporation
            ----------------------------    ------------------------------------

on                                           By
   -------------------------------------        --------------------------------
                                                  Print Name/Title:

Address  9654 Hermosa,  Ave              By
        --------------------------------    ------------------------------------
                                                  Print Name/Title:
         Rancho Cucamonga, CA  91730              "LESSEE" (Corporate Seal)
----------------------------------------

For these forms write or call the American Industrial Real Estate
Association. 345 South Figueroa St. M-1 Los Angeles, CA 90071

<PAGE>

ADDENDUM TO STANDARD INDUSTRIAL LEASE

                        DATED    AUGUST 30, 1999
                               -----------------------------------------
                        BY AND BETWEEN   Rancho Cucamonga Development Company
                                       ---------------------------------------
 (LESSOR)

                        XIT, Inc., a New Jersey Corporation (LESSEE)
                        ------------------------------------------------------

47   RENT ESCALATIONS
--

(a)  On December 1, 2000, December 1, 2001 December 1, 2002 and December 1,
2003 the monthly rent payable under paragraph 4 of the attached Lease shall
be adjusted by the increase, if any, from the date this Lease commenced, in
the Consumer Price Index of the Bureau of Labor Statistics of the U.S.
Department of Labor for Urban Wage Earners and Clerical Workers, Los
Angeles-Long Beach-Anaheim, California (1967=100), "All Items", herein
referred to as "C.P.I."

     (b)  The monthly rent payable in accordance with paragraph (a) of this
Addendum shall be calculated as follows: the rent payable for the first month
of the term of this Lease, as set forth in paragraph 4 of the attached Lease,
shall be multiplied by a fraction the numerator of which shall be the C.P.I.
of the calendar month during which the adjustment is to take effect, and the
denominator of which shall be the C.P.I. for the calendar month in which the
original Lease term commences. The sum so calculated shall constitute the new
monthly rent hereunder, but in no event, shall such new monthly rent be less
than the rent payable for the month immediately preceding the date for rent
adjustment.

     (c)  Pending receipt of the required C.P.I. and determination of the
actual adjustment, Lessee shall pay an estimated adjusted rental, as
reasonably determined by Lessor by reference to the then available C.P.I.
information. Upon notification of the actual adjustment after publication of
the required C.P.I., any overpayment shall be credited against the next
installment of rent due, and any underpayment shall be immediately due and
payable by Lessee. Lessor's failure to request payment of an estimated or
actual rent adjustment shall not constitute a waiver of the right to any
adjustment provided for in the Lease or this addendum.

     (d)  In the event the compilation and/or publication of the C.P.I. shall
be transferred to any other governmental department or bureau or agency or
shall be discontinued, then the index most nearly the same as the C.P.I.
shall be used to make such calculation. In the event that Lessor and Lessee
cannot agree on such alternative index, then the matter shall be submitted
for decision to the American Arbitration Association in accordance with the
then rules of said association and the decision of the arbitrators shall be
binding upon the parties. The cost of said Arbitrators shall be paid equally
by Lessor and Lessee.

                                        Initials:  ____________

                                        Initials:  ____________


                                  Rent Escalations

FORM RE-3-383

<PAGE>

                 ADDENDUM TO STANDARD INDUSTRIAL LEASE - GROSS
                               BY AND BETWEEN
                RANCHO CUCAMONGA DEVELOPMENT COMPANY, LESSOR
                                     AND
                 XIT, INC., A NEW JERSEY CORPORATION, LESSEE
                            DATED: AUGUST 30, 1999

48.  GOVERNMENTAL APPROVALS:

     Subject to the provisions of Paragraph 6.2, Lessee shall have the sole
     responsibility to secure any and all governmental approvals relating to
     Lessee's use of the Premises, including but not necessarily limited to a
     business license issued by the City of Rancho Cucamonga. Lessee shall
     secure such approvals promptly and hold Lessor harmless from any costs and
     fees incurred in the process, and from any fines or penalties arising from
     Lessee's non-conformance with applicable laws or regulations.

49.  OUTSIDE STORAGE:

     No unscreened storage will be allowed outside the building nor on any of
     the common areas as pertains to landscaping, driveways, parking lots,
     fences, and all sidewalks and parkways adjacent to the Premises. This
     includes, but is not limited to, supplies, materials, goods, pallets,
     dunnage, and equipment. No vehicles, including boats and trailers, will be
     allowed outside the building overnight, Lessee may park an operating
     passenger vehicle outside the building overnight for a period not to exceed
     seven (7) days. Violation of this paragraph shall constitute a material
     breach of this Lease.

50.. SIGNAGE:

     Lessee shall provide a Lessee identification sign at his sole cost and
     expense. Lessee may install said sign upon obtaining Lessor's approval in
     writing of all copy and/or logo design and location, which said approval
     will not be unreasonable delayed or withheld. In addition, all proposed
     signs shall be submitted to the City of Rancho Cucamonga for their review
     and approval. Should Lessee fail to obtain said sign on or before March 1,
     2000, Lessor may procure and cause to be installed a suitable sign, of
     Lessor's design, and Lessee shall reimburse Lessor the cost of said sign
     within thirty (30) days after receipt of written notification of said cost
     from Lessor.

51.. PROPERTY INSURANCE (CONTINUED FROM PARAGRAPH 8.3):

     Lessee shall be responsible for and shall carry and keep in force during
     the term of this Lease a policy (or policies) of insurance covering damage
     to Lessee's fixtures and equipment.

52.  PAYMENT OF PREMIUM INCREASE (CONTINUED FROM PARAGRAPH 8.4):

     The premium shall be prorated in accordance with the square footage leased
     as compared with the total square footage in the building.

53.  PAYMENT OF PROPERTY TAX INCREASE (CONTINUED FROM PARAGRAPH 10.1:

     The property taxes shall be prorated in accordance with the square footage
     leased as compared with the total square footage of the buildings in the
     tax parcel. No property tax increase shall be the responsibility of Lessee
     resulting from the sale or transfer of title to the property or
     reassessment due to recent reconstruction of the property.

54.  EARLY POSSESSION:

     Paragraph 3.3 EARLY POSSESSION is hereby deleted and the following
     substituted therefore: Lessee is to be allowed to occupy the Premises upon
     complete execution and compliance with Lease terms (including Paragraph
     8.1: Liability Insurance--Lessee), but no sooner than October 1, 1999. Rent
     is to begin on December 1, 1999. Lessor and Lessee agree that all the terms
     and conditions of the above referenced Lease are to be in full force and
     effect as of the date of Lessee's possession of the Premises.  Lessee
     accepts Premises in its present condition (subject to the terms of any
     paragraph warranting the condition of the Premises).  Lessor agrees to
     complete all Tenant Improvements as set forth in the Lease. Lessee
     understands that his early occupancy may cause some delay in the
     construction of the Tenant Improvements and that such delay will not be a
     cause for forgiveness of any rent due.  It is further understood that any
     improvement of the leased Premises by the Lessee which may result in the
     delay in construction of Tenant Improvements or in the obtaining of a
     building permit without prior written consent of Lessor is hereby
     prohibited. Any such violation may cause the termination of this Lease.
     In the event Lessee takes possession of the Premises prior to completion of
     any construction, Lessee agrees to hold Lessor harmless from any and all
     claims for damages to goods, equipment or inconvenience.
     This Early Possession Agreement is being provided as additional
     consideration for Lessee executing this Lease.  Lessee and Lessor herein
     agree that said Early Possession is equal to a minimum of a $14, 486.00
     (Fourteen Thousand, four hundred eighty six Dollars) rent credit. In the
     event Lessee defaults during the Term of this Lease, Lessee understands and
     agrees that Lessor shall be entitled to recover this rent credit as
     additional damages.

55.  OPTION TO EXTEND:

     Lessee may, at its option, renew this Lease at the expiration of the
     initial term of this Lease for two (2) ONE-year periods upon the same terms
     and conditions as contained in this Lease, except for the monthly rent
     which shall

<PAGE>

     be negotiated at the time the option is exercised.  To exercise such
     option Lessee, shall notify Lessor in writing of Lessee's intent to
     exercise such option no later than one hundred twenty (120) days and no
     sooner than one hundred eighty (180) days prior to the expiration of the
     initial term of this Lease. The monthly rental rate and annual rental
     escalations during the option period shall be at the then fair rental
     value, i.e., prevailing market rate for the Premises. If  within thirty
     (30) days after exercise of this option, Lessor and Lessee have not
     agreed upon a rate, the rental rate shall be set by arbitration through
     appraisers.  In such an event, each of the parties within ten (10) days
     shall select and be responsible for the payment of an MAI real appraiser
     with at least live (5) years of full-time commercial appraisal
     experience in WESTERN BERNARDINO COUNTY to act as arbitrators to
     appraise and set "the rates," as outlined above, for the Premises.  The
     two appraisers appointed by the parties as stated in this paragraph
     shall meet promptly and attempt to set "the rates." If either party does
     not appoint an appraiser within ten (10) days after the other party has
     given written notice of the name of its appraiser, the single appraiser
     appointed shall be the sole arbitrator and shall set "the rates"; the
     cost of this appraiser shall be divided equally between Lessor and
     Lessee. If Lessor and Lessee are unable to agree within thirty (30) days
     after the appraiser(s) have been appointed, they shall within ten (10)
     days thereafter jointly select a "final" appraiser meeting the
     qualifications stated in this paragraph. The cost of this appraiser
     "final" shall be equally divided between Lessor and Lessee. If Lessor
     and Lessee are unable to agree on the "final" appraiser's "rate" within
     a ten 10) day period, an agreement by and between any two of the three
     appraisers shall set "the rates." However, in no event shall the monthly
     rent be less than that which was due for the last full month immediately
     preceding the renewal period.  Lessee's Option to Renew shall be subject
     to the condition that at the expiration of the origin or any extension
     thereof, Lessee shall not have been in default in performance in any of
     the covenants and conditions of the Lease. This option does not grant
     Lessee any further Option to Renew.

56.  TENANT IMPROVEMENTS:

     Lessor at Lessor's sole cost and expense, prior to commencement shall
     complete the following tenant improvements per mutually agreed spaceplan:

     a)  Install a two stall womens shop restroom
     b)  Install a one stall & urinal mens shop restroom
     c)  Install approximately 8' kitchen counter with sink
     d)  Install shop maintenance sink

57.  EARLY TERMINATION:

     Provided Lessee is not in default of this lease, Lessee at Lessee's option
     may terminate this lease on November 30, 2002. To effect such early
     termination, Lessee must give Lessor written no Lessee's intention on or
     before October 1, 2002. In addition, Lessee must pay to Lessor upon written
     notification of early termination, an amount equal to three (3) times the
     monthly base rent due for the month of November 2002. After November 30,
     2002, there shall be no further early termination rights.

58.  EARLY ACCESS:

     Upon mutual lease execution, Lessee shall be granted access to the premises
     for purposes of utility installation (i.e. phone, computer data line,
     electrical, etc.) and furniture storage (in the office area) only. This
     does not constitute possession of the premises, and Lessee agrees not to
     occupy the premises until October 1, 1999 or sooner if permitted by Lessor.

<PAGE>

                             REAL ESTATE SERVICES

            CALIFORNIA SALE/LEASE AMERICANS WITH DISABILITIES ACT,
                    HAZARDOUS MATERIALS AND TAX DISCLOSURE

ADA:  The Americans With Disabilities Act is intended to make many business
establishments equally accessible to persons with a variety of disabilities;
modifications to real property may be required. State and local laws also may
mandate changes. The real estate brokers in this transaction are not
qualified to advise you as to what, if any, changes may be required now, or
in the future. Owners and tenants should consult the attorneys and qualified
design professionals of their choice for information regarding these matters.
 Real estate brokers cannot determine which attorneys or design professionals
have the appropriate expertise in this area.

HAZARDOUS MATEERIALS:  Various construction materials may contain items that
have been or may in the future be determined to be hazardous (toxic) or
undesirable and may need to be specifically treated/handled or removed. For
example, some transformers and other electrical components contain PCB's and
asbestos has been used in components such as fire-proofing, heating and
cooling systems, air duct insulation, spray-on and tile acoustical materials,
linoleum, floor tiles, roofing, dry wall and plaster. Due to prior or current
uses of the Property or in the area, the Property may have hazardous or
undesirable metals (including lead-based paint), minerals, chemicals,
hydrocarbons, or biological or radioactive items (including electric and
magnetic fields) in soils, water, building components, above or below-ground
containers or elsewhere in areas that may or may not be accessible or
noticeable. Such items may leak or otherwise be released.  Real estate agents
have no expertise in the detection or correction of hazardous or undesirable
items. Expert inspections are necessary. Current or future laws may require
clean up by past, present and/or future owners and/or operators. It is the
responsibility of the Seller/Lessor and Buyer/Tenant to retain qualified
experts to detect and correct such matters and to consult with legal counsel
of their choice to determine what provisions, if any, they may include in
transaction documents regarding the Property.

ASBESTOS SURVEYS:  To the best of Seller/Lessor's knowledge, Seller/Lessor
has attached to this Disclosure copies of all existing surveys and reports
known to Seller/Lessor regarding asbestos and other hazardous materials and
undesirable substances related to the Property. Sellers/Lessors are required
under California Health and Safety Code Section 25915 et seq. to disclose
reports and surveys regarding asbestos to certain persons, including their
employees, contractors, co-owners, purchasers and tenants. Buyers/Tenants
have similar disclosure obligations. Sellers/Lessors and Buyers/Tenants have
additional hazardous materials disclosure responsibilities to each other
under California Health and Safety Code Section 25359.7 and other California
laws. Consult your attorney regarding this matter, DELMAR COMPANY REAL ESTATE
SERVICES, AND THEIR AGENTS, ARE NOT QUALIFIED TO ASSIST YOU IN THIS MATTER OR
PROVIDE YOU WITH OTHER LEGAL OR TAX ADVICE

FIRPTA:  Sale, lease and other transactions can have local, state and federal
tax consequences for the seller/lessor and/or buyer/tenant. In the event of
sale, Internal Revenue Code Section 1445 requires that all buyers of an
interest in any real property located in the United States must withhold and
pay over to the Internal Revenue Service (IRS) an amount equal to ten percent
(10%) of the gross sales price within ten (10) days of the date of the sale
unless the buyer can adequately establish that the seller was not a
foreigner, generally by having the seller sign a Non-Foreign Seller
Certificate.  Note that depending upon the structure of the transaction, the
tax withholding liability could exceed the net cash proceeds to be paid to
the seller at closing. California poses an additional withholding requirement
equal to three and one-third percent (3 1/3%) of the gross sales price NOT
ONLY ON FOREIGN SELLERS BUT ALSO OUT-OF-STATE AND SELLERS AND SELLERS LEAVING
THE STATE if the sale price exceeds $100,000.  Generally, withholding is
required if the sales proceeds are disbursed outside of California, if the
last known address of the seller is outside of California or if a financial
intermediary is used. Consult your tax and legal advisor. REAL ESTATE BROKERS
ARE NOT QUALIFIED TO GIVE LEGAL OR TAX ADVICE, NOR TO DETERMINE WHETHER ANY
OTHER PERSON IS PROPERLY QUALIFIED TO PROVIDE LEGAL OR TAX ADVICE.

Delmar Commercial Real Estate Services (Broker), its agents and brokers, have
not independently verified any information about the property, or its
suitability for your intended use.  Broker recommends that buyers/tenants
select experienced professionals of their choice to inspect the property and
verify all the material facts concerning the property, including, but not
limited to Utilities available, city/county permits, zoning, entitlements,
ADA requirements, legal and tax matters, soils-drainage, flood control,
seismic safety requirements, Uniform Electrical Codes requirements for all
machines, and Fire-Sprinkler Requirements.

Your signature below evidences you have received a copy of this Disclosure.

SELLOR/LESSOR                           BUYER/TENANT


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


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


Date:                                   Date:
      ----------------------------            ------------------------------