EXHIBIT 10.1
                              OFFICE BUILDING LEASE
                            VILLAGE GREEN OFFICE PARK

1. PARTIES.  This Lease,  dated, for reference  purposes only, March 15, 2002 is
made by and between  Village Green Office Park,  (herein called  "Landlord") and
Quick Test 5, Inc. (herein call Tenant").

2. PREMISES.  Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord  that certain  office space  (herein  called  "Premises")  indicated on
Exhibit "A"  attached  hereto and hereby  reference  thereto made a part hereof,
said Premises  being  situated in that certain  Building  known as Village Green
Office Park,  5655 Lindero Canyon Road,  Suites 120 and 124,  Westlake  Village,
California, 91362.

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

4. TERM. The term of this Lease shall be for three (3) years,  commencing on the
fifteenth  (15th) day of April 2002 and  ending on the  thirtieth  (30th) day of
April 2005.

5. POSSESSION.

         a.  If  the  Landlord,  for  any  reason  whatsoever,   cannot  deliver
possession  of the said Premises to the Tenant at the  commencement  of the term
hereof,  this Lease shall not be void or voidable,  nor shall Landlord be liable
to Tenant for any loss or damage resulting  therefrom,  nor shall the expiration
date of the above term be in any way extended, but in that event, all rent shall
be abated during the period between the  commencement  of said term and the time
when Landlord delivers possession.

         b. In the event  that  Landlord  shall  permit  Tenant  to  occupy  the
Premises prior to the  commencement  date of the term,  such occupancy  shall be
subject to all the  provisions of this Lease.  Said early  possession  shall not
advance the termination date hereinabove provided.

6. RENT.

         a. Tenant agrees to pay to Landlord as rental,  without prior notice or
demand, for the Premises,  the sum of Seven Thousand Six hundred and Sixty Eight
Dollars  and Fifty  Cents  ($7,668.50),  on or before the first day of the first
full calendar month of the term hereof and a like sum on or before the first day
of each and every  successive  calendar  month  thereafter.  Rent for any period
during the term hereof  which is for less that one (1) month shall be a prorated
portion of the monthly installment  herein,  based upon a thirty (30)-day month.
Said rental  shall be paid to  Landlord,  without  deduction or offset in lawful
money of the United  States of America,  which shall be legal tender at the time
of  payment at the Office of the  Building,  or to such other  person or at such
other place as Landlord may from time to time designate in writing.

         b. Rent Abatement:  Landlord shall grant Tenant one (1) month free rent
beginning  April 15, 2002  through May 15, 2002. A full first month rent payment
(May  15'*'  through  June  15th) in the  amount of  $7,668.50  shall be paid in
advance at lease  signing;  a prorated  rent  payment in the amount of $3,834.25
(June 15- 2002  through June 30, 2002) shall be paid on June 1' 2002 and regular
rent payments shall begin July 1, 2002.
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7.  SECURITY  DEPOSIT.  Tenant  has  deposited  with  Landlord  the sum of Eight
Thousand One Hundred Six Dollars and Seventy Cents  ($8,106.70).  Said sum shall
be held by Landlord as security  for the faithful  performance  by Tenant of all
the terms,  covenants  and  conditions of this Lease to be kept and performed by
Tenant during the term hereof.  If Tenant defaults with respect to any provision
of this  Lease,  including  but not  limited to the  provisions  relating to the
payment of rent,  Landlord  may (but  shall not be  required  to) use,  apply or
retain all or any part of this  security  deposit for the payment of any rent or
any other sum in default,  or for the payment of any amount  which  Landlord may
spend or  become  obligated  to spend  by  reason  of  Tenant's  default,  or to
compensate  Landlord for any other loss or damage  which  Landlord may suffer by
reason  of  Tenant's  default.  If any  portion  of said  deposit  is so used or
applied,  Tenant  shall,  within five (5) days after written  demand  therefore,
deposit  cash with  Landlord in an amount  sufficient  to restore  the  security
deposit to its original amount and Tenant's failure to do so shall be a material
breach of this  Lease.  Landlord  shall not be  required  to keep this  security
deposit  separate  from its general  funds,  and Tenant shall not be entitled to
interest on such  deposit.  If Tenant shall fully and  faithfully  perform every
provision,  specifically  provisions  number  10 and  23,  of this  Lease  to be
performed by it, the security deposit or any balance thereof,  shall be returned
to Tenant (or, at Landlord's  option,  to the last assignee of Tenant's interest
hereunder) upon vacating the Premises.  Tenant acknowledges and agrees, however,
that the cost of Tenant Signage may be deducted from Tenant's  security  deposit
upon vacating the premises at a rats of one hundred  fifty dollars  ($150.00) if
Tenant vacates the Premises prior to twenty-four  (24) months of occupancy or at
a rate of  seventy-five  ($75.00)  if  Tenant  vacates  the  Premises  prior  to
forty-eight (48) months of occupancy.  In the event of termination of Landlord's
interest in this Lease,  Landlord  shall  transfer  said  deposit to  Landlord's
successor in interest.

8. USE.  Tenant shall use the Premises for General office purposes and shall not
use or permit the  Premises to be used for any other  purpose  without the prior
written consent of Landlord.

Tenant  shall not do or permit  anything to be done in or about the Premises nor
bring or keep anything  therein which will in any way increase the existing rate
of or  affect  any  fire or other  insurance  upon  the  Building  or any of its
contents,  or cause  cancellation of any insurance policy covering said Building
or any part  thereof  or any of its  contents.  Tenant  shall  not do or  permit
anything to be done in or about the  Premises  which will in any way obstruct or
interfere  with the rights of other  tenants or  occupants  of the  Building  or
injure or annoy them or use or allow the  Premises to be used for any  improper,
immoral,  unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any  nuisance  in, on or about the  Premises.  Tenant shall not commit or
suffer to be committed any waste in or upon the Premises.

9.  COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to
be done in or about the Premises  which will in any way  conflict  with any law,
statute,  ordinance or government  rule or regulation  now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly  comply with all laws,  statutes,  ordinances and  governmental  rules,
regulations or requirements now in force or which may hereafter be in force, and
with the  requirements  of any  board of fire  insurance  underwriters  or other
similar  bodies now or hereafter  constituted,  relating  to, or  affecting  the
condition,  use or occupancy of the Premises,  excluding  structural changes not
related to or affected by Tenant's  improvements  or acts.  The  judgment of any
court of competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord by a party thereto or not, that Tenant has violated any
law, statute, ordinance or government rule, regulation or requirement,  shall be
conclusive of that fact as between the Landlord and Tenant.
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10. ALTERATIONS AND ADDITIONS.

         a. Landlord approves,  at the sole cost and expense of Lessee permitted
alterations and improvements as follows:

               1.  Remove  partition  wall in suite  124,  and open the two door
         patches  in the  Kitchen  and  the  hall of  Suite  120,  creating  one
         contiguous suite between 120 and 124.

         b. Landlord agrees to provide at Landlord's cost and expense:

               1. Matching  doors and molding for the two door openings  created
         by Lessee as stated in item 10.a.1.;

               2. Patch and stain carpet, work to be approved by lessee;

               3. Replace  Linoleum in Kitchen  area of Suite 124 with  standard
         commercial grade Linoleum;

               4. Replace  ceiling tiles to make ceiling  consistent  throughout
         both suites;

               5.  Replace  tiles in entry of suite 120 with sheet  rock  making
         ceiling consistent;

               6. Fix or  replace  any  door  handles  or locks  that are not in
         working condition.

         c.  Tenant  shall  not  make  or  suffer  to  be  made  any  additional
alterations,  additions,  or  improvements  to or of the  Premises  or any  part
thereof without the written consent of Landlord first had and obtained, with the
exception  of  those  noted  in  10.a.;  and  any   alterations,   additions  or
improvements  to or of  said  Premises,  including  but  not  limited  to,  wall
covering,  paneling and built-in cabinet work, but excepting  movable  furniture
and trade  fixtures,  shall on the expiration of the term,  become a part of the
realty and belong to the Landlord and shall be surrendered with the Premises. In
the event  Landlord  consents  to the making of any  alterations,  additions  or
improvements  to the  Premises  by  Tenant,  the same shall be made by Tenant at
Tenant's sole cost and expense,  and any contractor or person selected by Tenant
to make the same must first be approved of, in writing,  by the  Landlord.  Upon
the  expiration or sooner  termination  of the term hereof,  Tenant shall,  upon
written demand by Landlord,  given at least thirty (30) days prior to the end of
the  term,  at  Tenant's  sole  cost  and  expense,  forthwith  and with all due
diligence,  remove any alterations,  additions,  or improvements made by Tenant,
designated by Landlord to be removed,  and tenant shall,  forthwith and with all
due diligence,  at its sole cost and expense,  repair any damage to the Premises
caused by such removal.

11. REPAIRS.

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

         b.  Notwithstanding  the  provisions  of  Article  11 .a.  hereinabove,
Landlord  shall  repair and maintain the  structural  portions of the  Building,
including the basic plumbing, air conditioning, heating, and electrical systems,
installed  or furnished by  Landlord,  unless such  maintenance  and repairs are
caused in part or in whole by the act, neglect, fault or omission of any duty by
the Tenant, its agents,  servants,  employees or invitees,  in which case Tenant
shall pay to Landlord  the  reasonable  cost of such  maintenance  and  repairs,
Landlord  shall not be liable  for any  failure  to make any such  repairs or to
perform any  maintenance  unless such failure shall persist for an  unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant.  Except as provided in Article 23 hereof,  there shall be no
abatement  of rent and no  liability  of  Landlord by reason of any injury to or
interference  with  Tenant's  business  arising  from  the  making  of  repairs,
alterations or improvements in or to any portion of the Building or the Premises
or in or to fixtures,  appurtenances  and equipment  therein.  Tenant waives the
right to make repairs at Landlord's  expense under any law, statute or ordinance
now or hereafter in effect.

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

13.  ASSIGNMENT  AND  SUBLETTING.  Tenant  shall not  either  voluntarily  or by
operation of law, assign, transfer,  mortgage,  pledge,  hypothecate or encumber
this Lease or any interest  therein,  and shall not sublet the said  Premises or
any part thereof, or any right or privilege  appurtenant  thereto, or suffer any
other person (the employees,  agents,  servants and invitees of Tenant excepted)
to occupy or use the said Premises, or any portion thereof,  without the written
consent  of  Landlord  first  had  and  obtained,  which  consent  shall  not be
unreasonably withheld, and a consent to one assignment,  subletting,  occupation
or use by any other person shall not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by another person. Any such assignment
or subletting  without such consent shall be void,  and shall,  at the option of
the  Landlord,  constitute a fraud under this Lease.  In the event that Landlord
shall consent to an assignment, hypothecation, subletting or transfer under this
Article,  Tenant  shall pay to  Landlord  a fee of  $250.00  to defray  expenses
incurred by Landlord in giving such consent.

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

Landlord or its agents shall not be liable for any damage to property  entrusted
to employees of the Building, nor for loss or damage to any property by theft or
otherwise, nor for any injury to or damage to persons or property resulting from
fire, explosion,  falling plaster, steam, gas, electricity,  water or rain which
may leak from any part of the Building or from the pipes, appliances or plumbing
works  therein or from the roof,  street or  subsurface  or from any other place
resulting from dampness or any other cause  whatsoever,  unless caused by or due
to the negligence of Landlord,  its agents,  servants or employees.  Landlord or
its  agents  shall  not be  liable  for  interference  with  the  light or other
incorporeal  hereditaments,  loss of business by Tenant,  nor shall Landlord "be
liable for any latent  defect in the Premises or in the  building.  Tenant shall
give prompt  notice to Landlord in case of fire or  accidents in the Premises or
in the Building or of defects therein or in the fixtures or equipment.

15. SUBROGATION.  As long as their respective  insurers so permit,  Landlord and
Tenant hereby mutually waive their  respective  rights of recovery  against each
other  for any loss  insured  by fire,  extended  coverage  and  other  property
insurance  policies  existing for the benefit of the  respective  parties.  Each
party shall  obtain any special  endorsements,  if required by their  insurer to
evidence compliance with the aforementioned waiver.

16. LIABILITY INSURANCE.  Tenant shall, at Tenant's expense,  obtain and keep in
force during the term of this Lease a policy of  comprehensive  public liability
insurance  insuring Landlord and Tenant against any liability arising out of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant thereto.  The limit of said insurance shall not, however,  limit the
liability  of the Tenant  hereunder.  Tenant may carry  said  insurance  under a
blanket  policy,  providing,  however,  said  insurance  by Tenant  shall have a
Landlord's  protective  liability  endorsement attached thereto. If Tenant shall
fail to procure and  maintain  said  insurance,  Landlord  may, but shall not be
required to, procure and maintain same, but at the expense of Tenant.  Insurance
required  hereunder,  shall be in  companies  rated A+ AAA or better in  "Best's
Insurance  Guide".  Tenant shall  deliver to Landlord  prior to occupancy of the
Premises  copies  of  policies  of  liability   insurance   required  herein  or
certificate  evidencing  the existence and amounts of such  insurance  with loss
payable  clauses  satisfactory  to Landlord.  No policy shall be  cancelable  or
subject to  reduction  of coverage  except  after ten (10) days'  prior  written
notice to Landlord. Refer to Article 32 for coverage limits.

17. SERVICES AND UTILITIES.

         a.  Tenant  shall pay all  charges  for  electricity  furnished  to the
Premises,  including  any taxes  thereon.  Tenant's  failure to pay when due the
electricity  charges  herein  shall  constitute  a default of this  Lease.  Upon
Tenant's  failure to pay such charges  Landlord  may, but shall not be obligated
to, pay such  charges  in place of  Tenant,  in which case the amount so paid by
Landlord shall be deemed to be overdue and shall be subject to the provisions of
Article 23.b. hereof.

         b. Tenant shall arrange and pay for adequate  janitorial service to the
Premises.  Tenant's  failure  to pay when due the  charges  for such  janitorial
service,  and/or its  failure to provide  for such  service on a regular  basis,
<PAGE>
shall  constitute  a default of this Lease.  Upon  Tenant's  failure to pay such
charges or to make  arrangements for such service Landlord may, but shall not be
obligated to, pay such charges or make such  arrangements in place of Tenant, in
which case any amounts paid by Landlord in connection  with  janitorial  service
furnished to the Premises  shall be deemed to be overdue and shall be subject to
the provisions of Article 23.b. hereof.

         c. Landlord shall  maintain and keep lighted the common stairs,  common
entries and public toilet rooms in the Building of which the Premises are a part
from dusk until 10:00 p.m., weekdays only. Landlord shall not be liable for, and
Tenant shall not be entitled to, any  reduction of rent by reason of  Landlord's
failure to furnish any of the foregoing when such failure is caused by accident,
breakage,  repairs,  strikes,  lockouts  or other  labor  disturbances  or labor
disputes of any character, or by any other cause, similar or dissimilar,  beyond
the  reasonable  control of  Landlord.  Landlord  shall not be liable  under any
circumstances for a loss of or injury to property, however occurring, through or
in connection  with or  incidental  to failure to furnish any of the  foregoing.
Whenever heat generating  machines or equipment are used 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.

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

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

20.  HOLDING  OVER.  Any holding over after the  expiration  of the term of this
Lease  or any  extensions  thereof,  with  the  consent  of  Landlord,  shall be
construed to a tenancy from  month-to-month  on the terms and conditions  herein
specified so far as applicable,  except for the rent which shall be as specified
by notice, in writing, by Landlord, or In the event no notice is given, shall be
adjusted each April 1, Anniversary Date, as provided in Article  thirty-one (31)
hereof.

21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the
right to enter the Premises, inspect the same, supply any service to be provided
by  Landlord  to  Tenant  hereunder,  to submit  said  Premises  to  prospective
purchasers  or tenants,  to post  notices of  non-responsibility,  and to alter,
improve or repair the  Premises  and any  portion of the  Building  of which the
Premises are a part that  Landlord  may deem  necessary  or  desirable,  without
abatement of rent and may for that purpose erect scaffolding and other necessary
structures  where  reasonably  required  by  the  character  of the  work  to be

<PAGE>
performed,  always  providing  that the  entrance to the  Premises  shall not be
blocked thereby, and further providing that the business of the Tenant shall not
be interfered with  unreasonably.  Tenant hereby waives any claim for damages or
for any injury or inconvenience to or interference with Tenant's  business,  any
loss of  occupancy  or quiet  enjoyment  of the  Premises,  and any  other  loss
occasioned thereby.  For each of the aforesaid  purposes,  Landlord shall at all
times have and  retain a key with which to unlock all of the doors in,  upon and
about the Premises,  excluding  Tenant's  vaults,  safes and files, and Landlord
shall have the right to use any and all means which  Landlord may deem proper to
open  said  doors in an  emergency,  in order to  obtain  entry to the  Premises
without  liability  to Tenant  except for any failure to  exercise  due care for
Tenant's property. Any entry to the Premises obtained by Landlord by any of said
means, or otherwise shall not under any  circumstances be construed or deemed to
be forcible  or  unlawful  entry into,  or a detainer  of, the  Premises,  or an
eviction of Tenant from the Premises or any portion thereof.

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

         In the event the  Premises or the  Building of which the Premises are a
part are damaged as a result of any cause other than the perils  covered by fire
and extended coverage insurance,  then Landlord shall forthwith repair the same,
provided  the extent of the  destruction  be less than ten (10%) per cent of the
then full  replacement  cost of the  Premises  or of the  Building  of which the
Premises  are a part.  In the  event  the  destruction  of the  Premises  or the
Building is to an extent greater than ten (10%) per cent of the full replacement
cost, then Landlord shall have the option: (1) to repair or restore such damage,
this  Lease   continuing  in  full  force  and  effect,   but  the  rent  to  be
proportionately  reduced as  hereinabove in this Article  provided:  or (2) give
notice to Tenant at any time with sixty (60) days after such damage  terminating
this Lease as of the date specified in such notice,  which date shall be no less
than  thirty  (30) and no more than  sixty  (60) days  after the  giving of such
notice.  In the event of giving such  notice,  this Lease  shall  expire and all
interest of the Tenant in the Premises shall  terminate on the date so specified
in such notice and the Rent, reduced by a proportionate  amount,  based upon the
extent,  if any, to which such damage  materially  interfered  with the business
carried on by the Tenant in the Premises,  shall be paid up to date of said such
termination.

         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  resulting from any casualty  covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof.

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



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

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

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

         b. The  failure  by  Tenant  to make any  payment  of rent or any other
payment  required to be made by Tenant  hereunder,  as and when due,  where such
failure  shall  continue  for a period of three (3) days  after  written  notice
thereof by Landlord to Tenant.

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

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

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

         a. Terminate Tenant's right to possession of the premises by any lawful
means,  in which case this Lease shall  terminate  and Tenant shall  immediately
surrender possession of the Premises to Landlord.  In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant'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, any real
estate  commission  actually  paid,  the worth at the time of award by the court
having  jurisdiction  thereof  of the  amount by which the  unpaid  rent for the
balance  of the term  after the time of such  award  exceeds  the amount of such
rental loss for the same period that Tenant proves could be reasonably  avoided;
that portion of the leasing  commission  paid by Landlord and  applicable to the
unexpired term of this Lease.  Unpaid  installments  of rent or other sums shall
bear interest from the date due at the rate of ten (10%) per cent per annum.  In
the event Tenant shall have  abandoned  the  Premises,  Landlord  shall have the
option of (a) taking  possession of the Premises and recovering  from Tenant the
amount  specified in this paragraph,  or (b) proceeding  under the provisions of
the following Article 24.b.
<PAGE>
         b.  Maintain  Tenant's  right to  possession,  in which case this Lease
shall  continue  in effect  whether  or not  Tenant  shall  have  abandoned  the
Premises. In such event, Landlord shall be entitled to enforce all of Landlord'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 Landlord under
the laws or judicial decision of the State in which the Premises are located.

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

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

27. PARKING.  Tenant shall have the right to use in common with other tenants or
occupants of the  Building,  the parking  facilities  of the  Building,  if any,
subject to the monthly rates,  rules and  regulations,  and any other charges of
Landlord  for such parking  facilities  which may be  established  or altered by
Landlord at any time or from time to time during the term hereof.

28. AUTHORITY OF PARTIES.

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

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


<PAGE>
29. GENERAL PROVISIONS.

         (i) Plats and Riders.  Clauses, plats and riders, if any, signed by the
Landlord  and the  Tenant  and  endorsed  on or affixed to this Lease are a part
hereof.

         (ii) Waiver. The waiver by Landlord of any term,  covenant or condition
herein  contained  shall not be deemed to be a waiver of such term  covenant  or
condition on any  subsequent  breach of the same or any other term,  covenant or
condition  herein  contained.  The  subsequent  acceptance of rent  hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term,  covenant or  condition  of this Lease,  other than the failure of the
Tenant  to pay the  particular  rental so  accepted,  regardless  or  Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.

         (iii) Notices.  All notices and demands which may or are to be required
or  permitted  to be given by either  party to the other  hereunder  shall be in
writing.  All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail, postage prepaid, addressed to the Tenant at the Premises, or
to such other place as Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the Landlord shall be sent by
United States Mail, postage prepaid,  addressed to the Landlord at the Office of
the Building,  or to such other person or place as the Landlord may from time to
time designate in a notice to the Tenant.

         (iv) Joint Obligation.  If there is more than one Tenant the obligation
hereunder imposed upon Tenants shall be joint and several.

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

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

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

         (viii) Recordation. Neither Landlord nor Tenant shall record this Lease
or a short form memorandum hereof without the prior written consent of the other
party.

         (ix) Quiet Possession.  Upon Tenant paying the rent reserved  hereunder
and observing and performing all of the covenants,  conditions and provisions on
Tenant's  part to be observed and performed  hereunder,  Tenant shall have quiet
possession  of the  Premises  for the  entire  term  hereof,  subject to all the
provisions of this lease.

         (x) Late  Charges.  Tenant  hereby  acknowledges  that late  payment by
Tenant to Landlord of rent or other sums due  hereunder  will cause  Landlord to
incur costs not  contemplated  by this Lease,  the exact amount of which will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and accounting  charges,  and late charges which may be imposed upon
Landlord  by  terms  of any  mortgage  or  trust  deed  covering  the  Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or  Landlord's  designee  within  three (3) days after said
amount is due,  then Tenant  shall pay to  Landlord a late  charge  equal to ten

<PAGE>
(10%) per cent of such overdue  amount.  The parties hereby agree that such late
charges represent a fair and reasonable  estimate of the cost that Landlord will
incur by reason of the late payment by Tenant.  Acceptance  of such late charges
by the Landlord shall in no event  constitute a waiver of Tenant's  default with
respect to such overdue amount,  nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.

         (xi) Prior Agreements. This Lease contains all of the agreements of the
parties  hereto with  respect to any matter  covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Lease may be amended or added to
except  by an  agreement  in  writing  signed  by the  parties  hereto  or their
respective successors in interest.  This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

         (xii)  Inability  to  Perform.  This Lease and the  obligations  of the
Tenant  hereunder  shall not be  affected or  impaired  because the  Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike,  labor troubles,  acts of
God, or any other cause beyond the reasonable control of the Landlord.

         (xiii)  Attorneys'  Fees.  In the  event of any  action  or  proceeding
brought by either party against the other under this Lease, the prevailing party
shall be entitled to recover all costs and  expenses  including  the fees of its
attorneys in such action or  proceeding  in such amount AS the court may adjudge
reasonable as attorney's fees.

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

         (xv) Subordination,  Attornment.  This Lease is subject and subordinate
to all  mortgages  and  deeds of trust  which now  affect  the  Building  or the
Premises and to all renewals,  modifications,  consolidations,  replacements and
extensions  thereof;  provided  however,  if the  holder or  holders of any such
mortgage or deed of trust shall advise Landlord that they desire or require this
Lease to be prior and  superior  thereto,  upon  written  request of Landlord to
Tenant,  Tenant agrees to promptly execute,  acknowledge and deliver any and all
documents or  instruments  which Landlord or holder or holders deem necessary or
desirable  for  purposes  thereof.  Landlord  shall have the right to cause this
Lease to be and become and remain subject and  subordinate to any and all ground
or  underlying  leases,  mortgages  or deeds of trust  which  may  hereafter  be
executed covering the Premises, or any renewals, modifications,  consolidations,
replacements or extensions thereof,  for the full amount of all advances made or
to be made  thereunder  and  without  regard  to the time or  character  of such
advances,  together  with  interest  thereon  and  subject  to all the terms and
provisions  thereof;  and Tenant agrees,  within ten (10) days after  Landlord's
written request therefore, to execute,  acknowledge and deliver upon request any
and all documents or instruments requested by Landlord or necessary or proper to
assure the subordination of this Lease to any such mortgages, deeds of trust, or
leasehold  estates.  Tenant hereby  appoints  Landlord the attorney-  in-fact of
Tenant irrevocably to execute and deliver any document or documents provided for
herein  for  and in the  name of  Tenant.  Such  power,  being  coupled  with an
interest, is irrevocable.
<PAGE>
         In the event any  proceedings  are brought for  foreclosure,  or in the
event of the  exercise of the power of sale under any  mortgage or deed of trust
made by the  Landlord  covering  the  Premises,  the Tenant  shall attorn to the
purchaser upon any such  foreclosure or sale and recognize such purchaser as the
Landlord under this Lease.

         The provisions of this Article to the contrary notwithstanding,  and so
long as Tenant is not in  default  hereunder,  this Lease  shall  remain in full
force and effect for the full term hereof.

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

         (xvii)  Separability.  Any provision of this Lease which shall prove to
be invalid,  void, or illegal shall in no way affect,  impair or invalidate  any
other provision  hereof and such other provisions shall remain in full force and
effect.

         (xviii) Cumulative  Remedies.  No remedy or election hereunder shall be
deemed  exclusive but shall,  wherever  possible,  be cumulative  with all other
remedies at law or in equity.

         (xix)  Choice of Law.  This Lease  shall be governed by the laws of the
State in which the Premises are located.

         (xx)  Signs  and  Auctions.  Tenant  shall  not place any sign upon the
Premises or Building or conduct any auction  thereon  without  Landlord's  prior
written consent.

         (xxi) Returned  Checks  Charge.  Should a check remitted to Landlord as
any  payment due  hereunder  not be honored  for any reason  including,  but not
limited to  non-sufficient  funds,  Tenant shall pay the greater of (1) the late
charge applicable per Article 29 (x) herein or (2) forty ($40.00) dollars.

30. BROKERS. Tenant warrants that it has had no dealings with any real estate
broker or agents in connection with the negotiation of this Lease excepting only
Tim J. Owens & Associates and it knows of no other real estate broker or agent
who is entitled to a commission in connection with this Lease.

31.  COST OF LIVING  ADJUSTMENTS.  The rent shall be adjusted as of each year of
the lease term to reflect  the  change in the cost of living  since,  (the "Term
Commencement  Date") in the manner sot forth in this Article 31. On each of each
year of the lease term (an  "Anniversary  Date"),  commencing  with the  January
first following the Term  Commencement  Date, the rent specified in Article five
(5) above shall be multiplied-by a fraction, the numerator of which shall be-the
Consumer  Price  Index  ("CPI")  for  AIIUrban  Consumers  for the  Los  Angeles
Riverside- the three (3) months immediately prior to the month in which the Term
Commencement Date falle. The rent for the year period following each Anniversary
Date shall be the greater of (i) the product of such multiplication, or (ii) the
rent  specified  in Article  five (6)  above.  In the event the CPI ceases to be
published on a monthly  basis or otherwise,  Landlord  shall select a comparable
CPI  published by the Bureau in place of the GPI and shall notify  Tenant of the
selection and of any  adjustments  to the use of such GPI as may be necessary of
appropriate. Such selection and notification of adjustments by Landlord shall be
binding on Tenant unless patiently unreasonable.



<PAGE>
32.  INSURANCE  LIMITS.  Tenant's  insurance  coverage  (Article  16)  shall  be
maintained  with  policy  coverage(s)  with no less than One Million and No/100s
Dollars ($1.000,000.00),  combined single limit per occurrence,  insuring Tenant
against  liability  for bodily  injury,  property  damage,  personal  injury and
Tenant's Legal Liability  arising out of the operation,  use or occupancy of the
premises  by  Tenant.   Such  coverage   shall  be  written  on  a  "broad  form
comprehensive  general  liability"  insurance  form.  Tenant  shall  deliver  to
Landlord a certificate of insurance,  naming  Landlord and Landlord's  Agent, if
applicable, as additional insureds prior to Tenants initial occupancy.

33. TERMINATION.

         a. If the tenancy described herein is month-to-month,  either party may
terminate  this Lease by giving the other party at least  thirty (30) days prior
written notice.

         b. If the tenancy if for a fixed term,  Lessee may not  terminate  this
Lease prior to the expiration of the term hereof without the written  consent of
Lessor. Lessor may not terminate this Lease during the term hereof unless Lessee
defaults as hereinafter described.

         c. If either party desires to terminate this Lease at the expiration of
the term hereof,  that party shall  provide the other party at least thirty (30)
days prior written notice.  If neither party gives written notice of termination
to the other party, this Lease shall become a month-to- month tenancy, requiring
each party to give at least thirty (30) days prior  written  notice to terminate
this Lease as provided in subparagraph (a) above.

34.  RENT  SCHEDULE:  Monthly  rent will  increase  on each  anniversary  of the
commencement date of this lease by five cents (.05) per square foot as follows:

                4/1/2002 - 3/31/2003 =$7668.50
                4/1/2003 - 3/31/2004 =$7887.60
                4/1/2004 - 3/31/2005 =$8106.70

35. OPTIONS: One (1) Three (3) year option to renew at existing lease terms.

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

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 to the
real estate broker or its agents or employees as to the legal sufficiency, legal
effect, or tax consequences of this Lease or the transaction relating hereto.















<PAGE>
                                   EXHIBIT "B"
                              Rules and Regulations

1. Sidewalks,  entrances, passages, courts, vestibules,  stairways, corridors or
halls shall not be  obstructed  or used for any purpose  other than  ingress and
egress. Halls, passages,  entrances,  stairways,  balconies and roof are not for
the use of the general public, and Lessor shall in all cases retain the right to
control  and  prevent  access  thereto by all  persons  whose  presence,  in the
judgment of Lessor,  be  prejudicial  to the safety,  character,  reputation  or
interest of the Premises or its lessees;  provided however,  that nothing herein
contained  shall be construed to prevent such access to persons with whom Lessee
normally  deals only for the purpose of  conducting  its  business on the Leased
Premises (such as clients,  customers,  office suppliers and equipment  vendors)
unless such persons are engaged in illegal activities. No Lessee and no employee
of any Lessee shall go upon the roof of the Premises  without the prior  written
consent of Lessor.

2. No awnings or other projections shall be attached to the outside walls of the
Premises.  No curtains,  blinds, shades or screens shall be attached or hung, or
otherwise used in connection with, any window or door of the Premises other than
Lessor's  standard  drapes.  All electric  ceiling  fixtures  hung in offices or
spaces along the  perimeter of the Premises must be  fluorescent,  of a quality,
type,  design,  and bulb color approved by Lessor.  Neither the interior nor the
exterior of any windows  shall be coated or otherwise  sun-screened  without the
prior written consent of Lessor.

3. No sign, advertisement,  notice or handbill shall be exhibited,  distributed,
painted or affixed by Lessee on,  about or from any part of the Leased  Premises
without the prior written consent of the Lessor. If Lessor shall have given such
consent at the time,  whether before or after the execution of this Lease,  such
consent shall in no way operate AS A waiver or release of any of the  provisions
hereof or of this Lease,  and shall be deemed to relate  only to the  particular
sign,  advertisement  or  notice  so  consented  to by  Lessor  and shall not be
construed as dispensing  with the  necessity of obtaining  the specific  written
consent of Lessor with  respect to each and every other sign,  advertisement  or
notice.  Upon  violation of the  foregoing by Lessee,  Lessor may remove or stop
same without any liability,  and may charge the expense incurred in such removal
or stopping to Lessee.  Interior  signs on doors and  directory  tablet shall be
inscribed,  painted or affixed  for each Lessee by Lessor at the expense of such
Lessee,  and shall be of a size,  color  and style  acceptable  to  Lessor.  The
directory  tablet will be provided  exclusively  for the display of the name and
location  of lessees  only and Lessor  reserves  the right to exclude  any other
names  therefrom.  Nothing may be placed on the  exterior  of corridor  walls or
corridor doors other than Lessor's standard lettering.

4. The sashes, sash doors,  skylights,  windows, and doors that reflect or admit
light and air into halls,  passageways  or other public  places in the Premises,
shall not be covered or obstructed by any Lessee, nor shall any bottles, parcels
or other  articles  be placed on the  window  sills.  Lessee  shall see that the
windows,  transoms  and doors of the Leases  Premises  are  closed and  securely
locked  before  leaving the Premises  and must observe  strict care not to leave
windows open when it rains. Lessee shall exercise extraordinary care and caution
that all water faucets or water apparatus are entirely shut off before Lessee or
its employees  leave the Premises,  and that all  electricity,  gas or air shall
likewise be carefully  shut off so as to prevent  waste or damage.  Lessee shall
cooperate with Lessor in obtaining  maximum  effectiveness of the cooling system
by  closing  drapes  when the sun's  rays fall  directly  on the  windows of the
Premises.  Lessee shall not tamper with or change the setting of any thermostats
or temperature control valves.
<PAGE>
5. The toilet rooms,  water and wash closets and other  plumbing  fixtures shall
not be used for any  purpose  other than those for which they were  constructed,
and no sweepings,  rubbish,  rags, or other  substances shall be thrown therein.
All  damages  resulting  from any misuse of the  fixtures  shall be borne by the
Lessee who, or whose subtenants,  assignees or any of their servants, employees,
agents, visitors or licensees shall have caused the same.

6. No Lessee shall mark, paint, drill into, or in any way deface any part of the
Leased  Premised or the  Premises.  No boring,  cutting or stringing of wires or
laying of linoleum or other similar floor coverings  shall be permitted,  except
with the prior written consent of Lessor and as it may direct.

7. No bicycles,  vehicles, birds or animals of any kind shall be brought into or
kept in or about the Leased  Premises and no cooking  shall be done or permitted
by any Lessee,  except the preparation of coffee, tea, hot chocolate and similar
items for Lessees and their  employees  shall be permitted  provided power shall
not exceed that amount  which can be  provided  by a 30 amp  circuit.  No Lessee
shall  cause or permit any  unusual or  objectionable  odors to be  produced  or
permeate the Leased Premises.  Smoking or carrying lighted cigars, cigarettes or
pipes in the common areas of the Premises is prohibited.

8. The  Leased  Premises  shall  not be used for  manufacturing  or  storage  of
merchandise except as such storage may be incidental to the permitted use of the
Leased  Premises.  No Lessee  shall  occupy or permit any  portion of the Leased
Premises to be occupied as an office for public  stenographer or typist,  or for
the  manufacture  or sale of liquor,  narcotics or tobacco in any form,  or as a
medical  office,  or a barber or  manicure  shop,  or as an  employment  bureau,
without the express written consent of Lessor. No Lessee shall engage or pay any
employees on the Leased Premises or the Premises  except those actually  working
for such Lessee,  nor  advertise  for  laborers  giving an address at the Leased
Premises.  The  Premises  shall not be used for  lodging or  sleeping or for any
immoral or illegal purposes.

9. No Lessee shall make, or permit to be made any unseemly or disturbing  noises
or disturb or  interfere  with  occupants  of this or  neighboring  buildings or
premises  or those  having  business  with them,  whether by use of any  musical
instrument,  radio,  phonograph,  unusual noise,  or in any other way. No Lessee
shall  throw  anything  out of the  doors,  windows  or  skylight  or  down  the
passageways.

10. No Lessee or its servants,  employees, agents, visitors or licensees, shall,
at any  time,  bring or keep  upon the  Leased  Premises  or the  Premises,  any
flammable, combustible OR explosive fluid, chemical or substance.

11. No  additional  locks or bolts of any kind  shall be placed  upon any of the
doors or windows by Lessee,  nor shall any changes be made in existing  locks or
the  mechanisms  thereof.  Each Lessee must,  upon  termination  of his tenancy,
restore to Lessor all keys of stores, offices and toilet rooms, either furnished
to, or  otherwise  procured by, such Lessee and in the event of the loss of keys
so furnished,  such Lessee shall pay to Lessor the cost of replacing the same of
changing  the lock or locks  opened  by such lost key if  Lessor  shall  deem it
necessary to make such changes.

12. All removals,  or the carrying in or out of safes,  freight,  furniture,  or
bulky  matter of any  description  must take place during the hours which Lessor
shall  determine  from time to time,  without the prior  written  consent of the
Lessor.  The moving of safes or other fixtures or bulky matter must be done upon
previous notice to the superintendent of the Premises and under his supervision,
and the  persons  employed  by any  Lessee for such work must be  acceptable  to
<PAGE>
Lessor.  Lessor reserves the right to inspect all safes,  freight or other bulky
articles to be brought into the  Premises  and to exclude all safes,  freight or
other bulky  articles  which violate any of these Rules and  Regulations  or the
Lease.  Lessor  reserves the right to  prescribe  the weight and position of all
safes,  which must be placed upon supports  approved by Lesspr to distribute the
weight.

13. Lessor shall have the right to prohibit any advertising by any Lessee which,
in  Lessor's  opinion,  tends to impair the  reputation  of the  Premises or its
desirability  as an office  location,  and upon written notice from Lessor,  any
Lessee shall refrain from or discontinue such advertising.

14. All doors opening onto public corridors shall be kept closed, except when in
use for ingress or egress.

15. The  requirements  of Lessee will be attended  to only upon  application  to
Premises.

16. Canvassing,  soliciting and peddling in the Premises are prohibited and each
Lessee shall report and otherwise cooperate to prevent same.

17. All office equipment of any electrical or mechanical  nature shall be placed
by Lessee in the Premises in settings  approved by Lessor,  to absorb or prevent
vibration, noise and annoyance.

18. No air  conditioning  unit or other similar  apparatus shall be installed or
used by any Lessee without the prior written consent of Lessor.

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

20.  No  vending  machines  or  similar  machines  of any  description  shall be
installed,  maintained or operated  upon the Premises  without the prior written
consent of Lessor.

21.  The  scheduling  of Lessee  move-ins  shall be  subject  to the  reasonable
discretion of Lessor.

22. If Lessee  desires  telephone or telegraph  connections,  Lessor will direct
electricians  as to where and how the wires are to be  introduced.  No boring or
cutting for wires or otherwise shall be made without the directions from Lessor.

23. The term "personal  goods or services  vendors" as used herein means persons
who periodically enter the Premises for the purpose of selling goods or services
to a Lessee,  other than goods or services which are used by the Lessee only for
the purpose of conducting its business on the Leased  Premises.  "Personal goods
or services" include but are not limited to, drinking water and other beverages,
food, barbering services, and shoe-shining  services.  Lessor reserves the right
to prohibit  personal  goods and  services  vendors  from access to the Premises
except upon such reasonable  terms and conditions,  including but not limited to
the payment of a reasonable  fee and provision for  insurance  coverage,  as are
related to the safety, care and cleanliness of the Premises, the preservation of
such vendors or the sale by them of personal  goods or services to the Lessee or
its employees. If necessary for the accomplishment of these purposes, Lessor may
exclude a particular  vendor  entirely or limit the number of vendors who may be
present at any one time in the Premises.


<PAGE>
24. Lessee's  monetary  obligations under this Lease shall not be increased as a
result or  modification  of these  rules  and  regulations  except as  otherwise
provided in this Lease.

25.  Tenant,  nor Tenant's  employees  and/or  invitees shall feed or molest the
ducks or any other wildlife on the property. It shall be the duty of each Tenant
to instruct its employees and/or invitees of this.  Flagrant  disregard for this
Rule shall be considered a breach of this Lease.



















































<PAGE>
                                   EXHIBIT "C"
                                Parking Agreement


So long as the Lease to which this  Parking  Agreement  is  attached  remains in
effect,  and so long as the rules and regulations  adopted by the Lessor are not
violated.  Lessee  or  persons  designated  by  Lessee  shall be  entitled  on a
non-exclusive basis, to use the parking space In the Premises.  Lessor expressly
reserves the right to designate parking areas.

A condition of any parking  shall in be  compliance by the parker with rules and
regulations.  The following  rules and regulations are in effect until notice is
given by Lessee of any change.  Lessor reserves the right to modify and/or adopt
such other  reasonable and  nondiscriminatory  rules and regulations as it deems
necessary.  Lessor may refuse to permit any person who violates the within rules
to park, and any violation of the rules shall subject the vehicle to removal.

                              RULES AND REGULATIONS

1.    Parking hours shall be 6:00 a.m. to 12:00 a.m.

2.    Cars must be parked entirely within the stall lines painted on the floor.

3.    All directional signs and arrows must be observed.

4.    The speed limit shall be five (5) miles per hour.

5.    Parking is  prohibited:  (a), in areas not striped  for  parking;  (b). in
      aisles;  (c). where "no parking" signs are posted;  (d). on ramps; (e). in
      cross-hatched  areas;  (f) in such  other  areas as may be  designated  by
      Lessor or Lessor's agent.

6.    Every parker is required to park and lock his own car. All  responsibility
      for damage to cars or persons is assumed by parker.

7.    Spaces are for the express  purpose of parking one  automobile  per space.
      Washing,  cleaning or  servicing  of any vehicle by the parker  and/or his
      agents is prohibited.

8.    Lessor  reserves  the right to refuse to any  Lessee or person  and/or his
      agents or  representatives  who willfully  refuse to comply with the above
      rules and regulations and all unposted City,  State or Federal  ordinance,
      laws or agreements.