SUBLEASE AGREEMENT

         This SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the
5th day of September 2002 by and between Hoffski & Pisano,  CPAs, A Professional
Corporation   &  Herrington   Management,   Inc.,   a   California   corporation
("Sublandlord") and Sky Frames, Inc. ("Subtenant").

         WHEREAS, AGL Investments No. 5 Limited Partnership, a Colorado limited
partnership, as landlord ("Landlord"), and Tickets.com, Inc. a Delaware
Corporation (Tickets.com) as tenant ("Original Tenant"), entered into a lease
dated July 23, 1999, and amended by that certain First Amendment to Lease dated
November 19, 1999 (collectively referred to herein as "Master Lease") whereby
Landlord leased to Tenant approximately 20,128 rentable square feet ("RSF") on
the 12th floor and approximately 20,180 RSF on the 11th floor ("Master
Premises") of the building located at 555 Anton Boulevard, Costa Mesa,
California (the "Building"), as more particularly described in the Master Lease,
upon the terms and conditions contained therein. All capitalized terms used
herein shal1 have the same meaning ascribed to them in the Master Lease unless
otherwise defined herein. A copy of the Master Lease is attached hereto as
Exhibit "A" and made a part hereof

         WHEREAS, Tickets.com as tenant ("Original Tenant") and Hoffski &
Pisano, CPAs, A Professional Corporation & Herrington Management, Inc., a
California corporation ("Original Subtenant"), entered into a sublease dated
July 10, 2001, whereby Original Tenant leased to Original Subtenant
approximately 11,354 rentable square feet ("RSF") on the 12th floor of the
building.

         WHEREAS, Sublandlord and Subtenant are desirous of entering into a
sublease of that portion of the Master Premises shown cross-hatched in black on
the demising plan annexed hereto as Exhibit "B" and made a part hereof
("Sublease Premises") on the terms and conditions hereafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually
covenant and agree as follows:

         1. Demise. Sublandlord hereby subleases and demises to Subtenant and
Subtenant hereby hires and subleases from Sublandlord the Sublease Premises
(which the parties stipulate contains approximately 854 RSF), upon and subject
to the terms, covenants and conditions hereinafter set forth.

         2. Lease Term.

         (a) Lease Term. The term of this Sublease ("Term") shall be for the
term of three years, commencing on March 1, 2003 ("Sublease Commencement Date")
and ending, unless sooner terminated as provided herein, on September 25, 2005.
("Sublease Expiration Date"). Subtenant shall be granted early access to the
Sublease Premises immediately after mutual execution of this Sublease, which
early access period shall continue until the Sublease Commencement Date, for the
purpose of making tenant improvement modifications and to install furniture,
fixtures, equipment and additional network/telecommunications cabling. Said
early access period shall be subject to Landlord's approval, and at no cost to
Subtenant (other than parking charges/restrictions which shall be handled
directly between Subtenant and Landlord's parking operator).


<PAGE>

         3. Use. The Sublease Premises shall be used and occupied by Subtenant
for the uses permitted under and in compliance with Section 1.1 (e) of the
Master Lease and for no other purpose.

         4. Subrental.

         (a) Base Rental. Beginning with the Sublease Commencement Date and
thereafter during the Term of this Sublease and ending on the Sublease
Expiration Date, Subtenant shall pay to Sublandlord the following monthly
installments of base rent ("Base Rental"):

Period       Rate/RSF/Month (Full-Service Gross)     Monthly Base Rent
------       -----------------------------------     -----------------


03/1/03-
9/30/03         $2.05                                  $1,750.70

10/1/03-
9/30/04         $2.10                                  $1,793.40

10/1/04-
9/25/05         $2.15                                  $1,836.10

         The first monthly installment of Base Rental shall be paid by Subtenant
upon the execution of this Sublease. Base Rental and additional rent (including
without limitation, late fees) shall hereinafter be collectively referred to as
"Rent."

         (b) Prorations. If the Sublease Commencement Date is not the first
(1st) day of a month, or if the Sublease Expiration Date is not the last day of
a month, a prorated installment of monthly Base Rental based on a thirty (30)
day month shall be paid for the fractional month during which the Term commenced
or terminated.

         (c) Additional Rent. Beginning with the Sublease Commencement Date and
continuing to the Sublease Expiration Date, Subtenant shall pay to Sublandlord
as additional rent for this subletting all special or after-hours cleaning,
heating, ventilating, air-conditioning, elevator and other Building charges
incurred at the request of, or on behalf of, Subtenant, or with respect to the
Sublease Premises and all other additional expenses, costs and charges payable
to Landlord in connection with Subtenant's use of the Sublease Premises.

         (d) Operating Expenses. Beginning with the expiration of calendar year
2002 ("Base Year") and thereafter during the Term of this Sublease, Subtenant
shall pay to Sublandlord as additional rent for the subleased premises, an
amount equal to nineteen and 33/100 percent (19.33) ("Subtenant's Share") of the
excess of operating expenses (as set forth in Section 1.3 (g) of the Master
Lease) for the Master Premises over the total amount of operating expenses for
the Master Premises incurred by Sublandlord during the Base Year pursuant to the
terms and conditions of the Master Lease. Subtenant's Share is a percentage
which reflects the ratio of the rentable square feet in the this Sublease
Premises to the rentable square feet in the overall Sublease Premises.
Notwithstanding anything in this Sublease to the contrary, Subtenant shall only
be responsible for payment of additional rent as set forth in this Section 4 (c)
commencing on January 1, 2003.


<PAGE>

         (e) Payment of Rent. Except as otherwise specifically provided in this
Sublease, Rent shall be payable in lawful money without demand, and without
offset, counterclaim, or setoff in monthly installments, in advance, on the
first day of each and every month during the Term of this Sublease. All of said
Rent is to be paid to Sublandlord at its office at the address set forth in
Section 13 herein, or at such other place or to such agent and at such place as
Sublandlord may designate by notice to Subtenant. Any additional rent payable on
account of items which are not payable monthly by Sublandlord to Landlord under
the Master Lease is to be paid to Sublandlord as and when such items are payable
by Sublandlord to Landlord under the Master Lease unless a different time for
payment is elsewhere stated herein. Upon written request therefor, Sublandlord
agrees to provide Subtenant with copies of any statements or invoices received
by Sublandlord from Landlord pursuant to the terms of the Master Lease.

         (f) Late Charge. Subtenant shall pay to Sublandlord an administrative
charge at an annual interest rate equal to the prime rate charged by Bank of
America, N.T. & S.A. plus two percent (2%) ("Interest Rate") on all past-due
amounts of Rent payable hereunder, such charge to accrue from the date upon
which such amount was due until paid.



<PAGE>

         5. Security Deposit. Concurrently with the execution of this Sublease,
Subtenant shall deposit with Sublandlord the sum of One Thousand Eight Hundred
and thirty-six Dollars and 10 cents ($1,836.10) ("Deposit"), which shall be held
by Sublandlord as security for the full and faithful performance by Subtenant of
its covenants and obligations under this Sublease. The Deposit is not an advance
Rent deposit, an advance payment of any other kind, or a measure of
Sublandlord's damage in case of Subtenant's default. If Subtenant defaults in
the full and timely performance of any or all of Subtenant's covenants and
obligations set forth in this Sublease, then Sublandlord may, from time to time,
without waiving any other remedy available to Sublandlord, use the Deposit, or
any portion of it, to the extent necessary to cure or remedy the default or to
compensate Sublandlord for all or a part of the damages sustained by Sublandlord
resulting from Subtenant's default. Subtenant shall immediately pay to
Sublandlord within five (5) days following demand, the amount so applied in
order to restore the Deposit to its original amount, and Subtenant's failure to
immediately do so shall constitute a default under this Sublease. If Subtenant
is not in default with respect to the covenants and obligations set forth in
this Sublease at the expiration or earlier termination of the Sublease,
Sublandlord shall return the Deposit to Subtenant after the expiration or
earlier termination of this Sublease. Sublandlord's obligations with respect to
the Deposit are those of a debtor and not a trustee. Sublandlord shall not be
required to maintain the Deposit separate and apart from Sublandlord's general
or other funds and Sublandlord may commingle the Deposit with any of
Sublandlord's general or other funds. Subtenant shall not at any time be
entitled to interest on the Deposit.

         6. Signage. Subtenant is granted the right, at or about the inception
of the Term of this Sublease, to install an appropriate sign identifying
Subtenant on the entry to the Sublease Premises, subject to Landlord's and
Sublandlord's prior written approval, which approval shall not be unreasonably
withheld, delayed or conditioned. Subtenant shall have the right to its prorata
share of directory signage. Except for the foregoing, Subtenant shall have no
right to maintain Subtenant identification signs in any other location in, on,
or about the Premises. The size, design, color and other physical aspects of all
such permitted signs shall also be subject to Landlord's and Sublandlord's prior
written approval, which approval shall not be unreasonably withheld, delayed or
conditioned and shall also be subject to any covenants, conditions or
restrictions encumbering the Sublease Premises and any applicable municipal or
other governmental permits and approvals. The cost of all such signs, including
the installation, maintenance and removal thereof, shall be at Subtenant's sole
cost and expense. If Subtenant fails to maintain its signs, or if Subtenant
fails to remove same upon the expiration or earlier termination of this Sublease
and repair any damage caused by such removal, Sublandlord may do so at
Subtenant's expense and Subtenant shall reimburse Sublandlord for all actual
costs incurred by Sublandlord to effect such removal.

         7. Parking. Subtenant shall have the right, during the Term of this
Sublease, to use its pro-rata share of parking privileges in the parking
facilities of the Building as set forth in Section 19 of the Master Lease (as
amended by Section 6 of the First Amendment to Lease). All such parking
privileges shall be at the rates and subject to the terms and conditions set
forth in the Master Lease, and Subtenant shall reimburse Sublandlord, upon
demand, for those amounts billed to Sublandlord by Landlord for said parking
privileges.

         8. Incorporation of Terms of Master Lease.



<PAGE>

         (a) This Sublease is subject and subordinate to the Master Lease.
Subject to the modifications set forth in this Sublease, the terms of the Master
Lease are incorporated herein by reference, and shall, as between Sublandlord
and Subtenant (as if they were Landlord and Tenant, respectively, under the
Master Lease) constitute the terms of this Sublease except to the extent that
they are inapplicable to, inconsistent with, or modified by, the terms of this
Sublease. In the event of any inconsistencies between the terms and provisions
of the Master Lease and the terms and provisions of this Sublease, the terms and
provisions of this Sublease shall govern. Subtenant acknowledges that it has
reviewed the Master Lease and is familiar with the terms and conditions thereof.

         (b) For the purposes of incorporation herein, the terms of the Master
Lease are subject to the following additional modifications:

         (i) In all provisions of the Master Lease (under the terms thereof and
without regard to modifications thereof for purposes of incorporation into this
Sublease) requiring the approval or consent of Landlord, Subtenant shall be
required to obtain the approval or consent of both Sublandlord and Landlord.

         (ii) In all provisions of the Master Lease requiring Tenant to submit,
exhibit to, supply or provide Landlord with evidence, certificates, or any other
matter or thing, Subtenant shall be required to submit, exhibit to, supply or
provide, as the case may be, the same to both Landlord and Sublandlord. In any
such instance, Sublandlord shall determine if such evidence, certificate or
other matter or thing shall be satisfactory.

         (iii) Sublandlord shall have no obligation to restore or rebuild any
portion of the Sublease Premises after any destruction or taking by eminent
domain.

         (c) The following provisions of the Master Lease are specifically
excluded: Section 21, Exhibit B, Exhibit E-Section 27, Exhibit E-Section 28,
Exhibit E-Section 29, Exhibit E-Section 31, Exhibit E-Section 32 and Exhibit
E-Section 33.


<PAGE>

         9. Subtenant's Obligations. Subtenant covenants and agrees that all
obligations of Sublandlord under the Master Lease shall be done or performed by
Subtenant with respect to the Sublease Premises, except as otherwise provided by
this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord
as Sublandlord may determine to be appropriate or be required by the respective
interests of Sublandlord and Landlord. Subtenant agrees to indemnify
Sublandlord, and hold it harmless, from and against any and all claims, damages,
losses, expenses and liabilities (including reasonable attorneys' fees) incurred
as a result of the non-performance, non-observance or non-payment of any of
Sublandlord's obligations under the Master Lease which, as a result of this
Sublease, became an obligation of Subtenant. If Subtenant makes any payment to
Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the
rights of Sublandlord concerning said payment. Subtenant shall not do, nor
permit to be done, any act or thing, which is, or with notice or the passage of
time would be, a default under this Sublease or the Master Lease.

         10. Sublandlord's Obligations. Sublandlord agrees that Subtenant shall
be entitled to receive all services and repairs to be provided by Landlord to
Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for
all such services and shall not, under any circumstances, seek nor require
Sublandlord to perform any of such services, nor shall Subtenant make any claim
upon Sublandlord for any damages, which may arise by reason of Landlord's
default under the Master Lease. Any condition resulting from a default by
Landlord shall not constitute as between Sublandlord and Subtenant an eviction,
actual or constructive, of Subtenant and no such default shall excuse Subtenant
from the performance or observance of any of its obligations to be performed or
observed under this Sublease, or entitle Subtenant to receive any reduction in
or abatement of the Rent provided for in this Sublease. In furtherance of the
foregoing, Subtenant does hereby waive any cause of action and any right to
bring any action against Sublandlord by reason of any act or omission of
Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant
that Sublandlord will pay all fixed rent and additional rent payable by
Sublandlord pursuant to the Master Lease to the extent that failure to perform
the same would adversely affect Subtenant's use or occupancy of the Sublease
Premises.

         11. Default by Subtenant. In the event Subtenant shall be in default of
any covenant of, or shall fail to honor any obligation under this Sublease,
Sublandlord shall have available to it against Subtenant all of the remedies
available (a) to Landlord under the Master Lease in the event of a similar
default on the part of Sublandlord thereunder or (b) at law.

         12. Quiet Enjoyment. So long as Subtenant pays all of the Rent due
hereunder and performs all of Subtenant's other obligations hereunder,
Sublandlord shall do nothing to affect Subtenant's right to peaceably and
quietly have, hold and enjoy the Sublease Premises.

         13. Notices. Anything contained in any provision of this Sublease to
the contrary notwithstanding, Subtenant agrees, with respect to the Sublease
Premises, to comply with and remedy any default in this Sublease or the Master
Lease which is Subtenant's obligation to cure, within the period allowed to
Sublandlord under the Master Lease, even if such time period is shorter than the
period otherwise allowed therein due to the fact that notice of default from
Sublandlord to Subtenant is given after the corresponding notice of default from
Landlord to Sublandlord. Sublandlord agrees to forward to Subtenant, promptly
upon receipt thereof by Sublandlord, a copy of each notice of default received
by Sublandlord in its capacity as Tenant


<PAGE>

under the Master Lease. Subtenant agrees to forward to Sublandlord, promptly
upon receipt thereof, copies of any notices received by Subtenant from Landlord
or from any governmental authorities. All notices, demands and requests shall be
in writing and shall be sent either by hand delivery or by a nationally
recognized overnight courier service (e.g., Federal Express), in either case
return receipt requested, to the address of the appropriate party. Notices,
demands and requests so sent shall be deemed given when the same are received.
Notices to Sublandlord shall be sent to the attention of:

        Francis X. Pisano
        Hoffski & Pisano, CPAs
        555 Anton Blvd., Ste. 1200
        Costa Mesa, CA 92626

        With a copy to:

        Herrington Management, Inc.
        555 Anton Blvd., Ste. 1200
        Costa Mesa, CA 92626
        ATTN: Scott Cooper

        Notices to Subtenant shall be sent to the attention of:

        Sky Frames, Inc.
        ATTN: James France
        555 Anton Blvd., Ste. 1200
        Costa Mesa, CA 92626

        With a copy to:

        Tickets.com, Inc.
        555 Anton Blvd., 11th Floor
        Costa Mesa, CA 92626
        ATTN: Chief Financial Officer



<PAGE>

         14. Broker. Sublandlord and Subtenant represent and warrant to each
other that, no brokers were involved in connection with the negotiation or
consummation of this Sublease. Each party agrees to indemnify the other, and
hold it harmless, from and against any and all claims, damages, losses, expenses
and liabilities (including reasonable attorneys' fees) incurred by said party as
a result of a breach of this representation and warranty by the other party.

         15. Condition of Premises. Subtenant acknowledges that it is subleasing
the Sublease Premises "as-is" and that Sublandlord is not making any
representation or warranty concerning the condition of the Sublease Premises and
that Sublandlord is not obligated to perform any work to prepare the Sublease
Premises for Subtenant's occupancy, with the following exceptions:

         (a) Sublandlord shall remove the pony wall from the two offices, fix
the drywall and touch up the offices. Removal of the pony walls is subject to
approval of the building management (Landlord).

         (b) Sublandlord shall leave in the Sublease Premises for Subtenant's
use during the Sublease Term, the existing cabling and a portion of the
furniture/cubicles which is currently located within the Sublease Premises.

         Subtenant acknowledges that it is not authorized to make or do any
alterations or improvements in or to the Sublease Premises except as permitted
by the provisions of this Sublease and the Master Lease and that it must deliver
the Sublease Premises to Sublandlord on the Sublease Expiration Date in the
condition required by the Master Lease.

         16. Consent of Landlord. Section 13 of the Master Lease requires
Sublandlord to obtain the written consent of Landlord to this Sublease.
Sublandlord shall solicit Landlord's consent to this Sublease promptly following
the execution and delivery of this Sublease by Sublandlord and Subtenant. In the
event Landlord's written consent to this Sublease has not been obtained within
ninety (90) days after the execution hereof, then this Sublease may be
terminated by either party hereto upon notice to the other, and upon such
termination neither party hereto shall have any further rights against or
obligations to the other party hereto.

         17. Termination of the Lease. If for any reason the term of the Master
Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall
automatically be terminated and Sublandlord shall not be liable to Subtenant by
reason thereof unless said termination shall have been caused by the default of
Sublandlord under the Master Lease, and said Sublandlord default was not as a
result of a Subtenant default hereunder.

         18. Assignment and Subletting.

         (a) Independent of and in addition to any provisions of the Master
Lease, including without limitation the obligation to obtain Landlord's consent
to any assignment, it is understood and agreed that Subtenant shall have no
right to sublet the Sublease Premises or any portion thereof or any right or
privilege appurtenant thereto; provided, however, that Subtenant shall have the
right to assign this Sublease or any interest therein, and to suffer or permit
any other person (other than agents, servants or associates of the Subtenant) to
occupy or use the Sublease Premises, only upon the prior written consent of
Sublandlord and Landlord, which

<PAGE>

consent shall not be unreasonably withheld. Any assignment by Subtenant without
Sublandlord's prior written consent shall be void and shall, at the option of
Sublandlord, terminate this Sublease.

         (b) Subtenant shall advise Sublandlord by notice of (i) Subtenant's
intent to assign this Sublease, (ii) the name of the proposed assignee and
evidence reasonably satisfactory to Sublandlord that such proposed assignee is
comparable in reputation, stature and financial condition to tenants then
leasing comparable space in comparable buildings, and (iii) the terms of the
proposed assignment. Sublandlord shall, within thirty (30) days of receipt of
such notice, and any additional information requested by Landlord concerning the
proposed assignee's financial responsibility, elect one of the following:
grounds; or

         (i) Consent to such proposed assignment;

         (ii) Refuse such consent, which refusal shall be on reasonable grounds;
or

         (iii) Elect to terminate the Sublease.

         (c) In the event that Sublandlord shall consent to an assignment under
the provisions of this Section 18, Subtenant shall pay Sublandlord's reasonable
processing costs and reasonable attorneys' fees incurred in giving such consent.
Notwithstanding any permitted assignment, Subtenant shall at all times remain
directly, primarily and fully responsible and liable for all payments owed by
Subtenant under the Sublease and for compliance with all obligations under the
terms, provisions and covenants of the Sublease. If for any proposed assignment,
Subtenant receives Rent or other consideration, either initially or over the
term of the assignment, in excess of the Rent required by this Sublease, after a
deduction for the following: (a) any brokerage commission paid by Subtenant in
connection therewith and (b) any reasonable attorneys' fees in connection with
preparing and negotiating an assignment document ("Profit"), Subtenant shall pay
to Sublandlord as additional Rent, fifty percent (50%) of such Profit or other
consideration received by Subtenant within five (5) days of its receipt by
Subtenant or, in the event the assignee makes payment directly to Sublandlord,
Sublandlord shall refund fifty percent (50%) of the Profit to Subtenant after
deducting (a) and (b) above.

         (d) Occupancy of all or part of the Sublease Premises by parent,
subsidiary, or affiliated companies or a joint venture partnership of Subtenant
shall not be deemed an assignment or subletting provided that such parent,
subsidiary or affiliated companies or a joint venture partnership were not
formed as a subterfuge to avoid the obligation of this Section 18. If Subtenant
is a corporation, unincorporated association, trust or general or limited
partnership, then the sale, assignment, transfer or hypothecation of any shares,
partnership interest, or other ownership interest of such entity or the
dissolution, merger, consolidation, or other reorganization of such entity, or
the sale, assignment, transfer or hypothecation of the assets of such entity,
shall not be deemed an assignment or sublease subject to the provisions of this
Section 18.

         19. Limitation of Estate. Subtenant's estate shall in all respects be
limited to, and be construed in a fashion consistent with, the estate granted to
Sublandlord by Landlord.


<PAGE>

Subtenant shall stand in the place of Sublandlord and shall defend, indemnify
and hold Sublandlord harmless with respect to all covenants, warranties,
obligations, and payments made by Sublandlord under or required of Sublandlord
by the Master Lease with respect to the Subleased Premises. In the event
Sublandlord is prevented from performing any of its obligations under this
Sublease by a breach by Landlord of a term of the Master Lease, then
Sublandlord's sole obligation in regard to its obligation under this Sublease
shall be to use reasonable efforts in diligently pursuing the correction or cure
by Landlord of Landlord's breach.

         20. Entire Agreement. It is understood and acknowledged that there are
no oral agreements between the parties hereto affecting this Sublease and this
Sublease supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements and understandings, if any, between the parties hereto or
displayed by Sublandlord to Subtenant with respect to the subject matter
thereof, and none thereof shall be used to interpret or construe this Sublease.
This Sublease, and the exhibits and schedules attached hereto, contain all of
the terms, covenants, conditions, warranties and agreements of the parties
relating in any manner to the rental, use and occupancy of the Sublease Premises
and shall be considered to be the only agreements between the parties hereto and
their representatives and agents. None of the terms, covenants, conditions or
provisions of this Sublease can be modified, deleted or added to except in
writing signed by the parties hereto. All negotiations and oral agreements
acceptable to both parties have been merged into and are included herein. There
are no other representations or warranties between the parties, and all reliance
with respect to representations is based totally upon the representations and
agreements contained in this Sublease.

         IN WITNESS WHEREOF, the parties have entered into this Sublease as of
the date first written above.

                                 SUBLANDLORD:

                                 Hoffski & Pisano, A Professional Corporation
                                 By:
                                 Its:

                                 SUBLANDLORD:

                                 Herrington Management, Inc.
                                 A California Corporation
                                 By:
                                 Its:


<PAGE>

                                 SUBTENANT:

                                 Sky Frames, Inc.

                                 ---------------------------------------------
                                 James France, President, CEO


                                 LANDLORD:

                                 AGL Investments No. 5 Limited Partnership


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

                                 ORIGINAL TENANT:

                                 Tickets.com, Inc.


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

<PAGE>

                              GUARANTY OF SUBLEASE

         IN CONSIDERATION OF and as an inducement to Hoffski & Pisano, CPAs, a
California corporation and Herrington Managment, Inc.,a California Corporation,
Sublandlord, to enter into that certain Sublease, dated August 2, 2002 with
Samani & Associates, A Ca Professional Parntership, as Subtenant, for certain
premises in the office building at 555 Anton Boulevard, Costa Mesa, California
("Sublease") and other valuable consideration, the receipt of which is hereby
acknowledged, the undersigned, Keyvan Samini and Babak Samini, hereinafter
referred to as the "Guarantors"), hereby absolutely and unconditionally
guarantee to Sublandlord, any assignees of Sublandlord's interest under the
Sublease, or any parties entitled to enforce the Sublandlord's right hereunder,
or any subsequent owner of the Subleased premises, the prompt and punctual
payment of all rents and all other sums to be paid by Subtenant under the
Sublease during the full term thereof, and during the period of any extension or
renewal thereof, and the full, complete and faithful performance by Subtenant of
all of the provisions, covenants, agreements, conditions and stipulations in the
Sublease contained, to be kept, observed and performed by Subtenant during the
full term of said Sublease and during the period of any extension or renewal
thereof. Notwithstanding anything contained herein to the contrary, this
Guaranty shall no longer be effective following the first day of the twelfth
(12th) month of the Sublease Term.

         Guarantors hereby agree that no extension of time granted to Subtenant
for the payment of said rents or other sums, or for the performance of any of
the obligations of Subtenant or forbearance or delay on the part of Sublandlord
to enforce any of the provisions, covenants, agreements, conditions and
stipulations of the Sublease, or waiver by Sublandlord of any of said
provisions, covenants, agreements, conditions and stipulations, shall operate to
release or discharge the Guarantors from their full liability under this
instrument of guaranty or prejudice the rights of Sublandlord hereunder.

         Guarantors hereby expressly waive notice of acceptance of this
Guaranty, notice of any default of Subtenant, notice of any other action taken
or omitted to be taken by Sublandlord with reference to the Sublease, any and
all other notices whatsoever given or received by Sublandlord under said
Sublease, and any duty of Sublandlord to advise Guarantors of any information
known to Sublandlord regarding the financial condition of Subtenant and all
other circumstances affecting Subtenant's ability to perform its obligations to
Sublandlord and agrees that no assignment of Subtenant of said Sublease, or any
other transfer of Subtenant's interest therein and no bankruptcy, insolvency or
similar proceedings shall operate to reSublease or discharge this Guaranty or
the obligations of the Guarantors hereunder. Guarantors further agree that if
said Sublease contains provisions regarding acceptance of the improvements by
Subtenant, any such acceptance by Subtenant shall be binding on the Guarantors
hereunder the same as if the Guarantors had joined in the execution of such
acceptance, and it shall not be necessary for the Guarantors to join in the
execution or be notified of such acceptance.

         Guarantors hereunder further agree that Subtenant may, as determined in
its sole discretion, enter into any one or more agreements with Sublandlord
amending the Sublease, and any such amendment shall be binding upon the
Guarantors hereunder without the necessity of the Guarantors joining in the
execution of or being notified of any such amendment.


<PAGE>

         All of Sublandlord's rights and remedies under the Sublease and under
this Guaranty shall be distinct, separate and cumulative, and no such right or
remedy therein or herein set forth shall be in exclusion of or a waiver of any
other rights or remedy to which Sublandlord shall be entitled at law or in
equity with respect to the Sublease or this Guaranty.

         The obligations of the Guarantors hereunder shall be independent of the
obligations of Subtenant under the Sublease, and Sublandlord may proceed to
enforce this Guaranty without first proceeding against Subtenant or joining
Subtenant. Guarantors further expressly agree that nothing shall operate as a
release of this Guaranty, or of the obligation of the Guarantors herein except
the payment in full of all rents and other sums payable by Subtenant under the
Sublease, and any extension or renewal thereof, and the full and complete
performance by Subtenant of all of the provisions, agreements, conditions and
stipulations on the part of Subtenant thereunder to be performed, and that this
Guaranty shall be a continuing Guaranty and shall remain in full force and
effect during the full term of the Sublease and any extension or renewal
thereof, and beyond such term or extension or renewal thereof until any and all
liabilities and obligations of Subtenant under the Sublease and of the
undersigned of this Guaranty have been paid, performed and discharged in full.

         Guarantors hereby waive any defense, except payment, which Guarantors
might have, including specifically but without limitation, any rights of
subrogation Guarantors may have against Subtenant. Guarantors consent to any
form or election of remedy pursued by the Sublandlord to enforce its rights
under the Sublease, in whatever order it may choose, including any remedies that
may result in a relinquishment of any deficiency judgment in its favor against
Subtenant and Guarantors waive any right Guarantors may have under California
Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and
3433, or any successor sections.

         Guarantors agree to pay all costs and expenses including reasonable
attorneys' fees, which may be incurred by Sublandlord in any effort to collect
or enforce the Sublease or the obligations of Guarantors hereunder, whether or
not any lawsuit is filed, including without limitation, all costs and attorneys'
fees incurred by Sublandlord in any bankruptcy proceeding and in any judicial or
nonjudicial foreclosure action.

         If claim is ever made upon Sublandlord for repayment of any amount or
amounts received by Sublandlord in payment of the obligations under the Sublease
and Sublandlord repays all or any part of said amount, then, notwithstanding any
revocation or termination of this Guaranty or the termination of the Sublease,
Guarantors shall be and remain liable to Sublandlord for the amount so repaid to
the same extent as if such amount had never originally been received by
Sublandlord.


<PAGE>

                                   GUARANTORS


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                                        Keyvan Samini

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                                        Babak Samini