EXHIBIT 10.8


                          STANDARD OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.   Basic Lease Provisions ("Basic Lease Provisions")

     1.1 Parties:  This Lease,  dated, for reference purposes only,  December 2,
1999,  is made by and  between Don  Pearlman  Joint  Venture Six (herein  called
"Lessor") and Pawnbroker.Com,  Inc. a Nevada  corporation,  doing business under
the name of . (herein called "Lessee").

     1.2 Premises:  Suite  Numbers(s)  201 floors,  consisting of  approximately
3,578 feet,  more or less, as defined in paragraph 2 and as shown on Exhibit "A"
hereto (the "Premises"),

     1.3 Building:  Commonly  described as being located at 2900 Gordon Avenue ,
in the City of Santa Clara , County of Santa Clara State of California , as more
particularly described in Exhibit A hereto, and as defined in paragraph 2.

     1.4 Use: General Office subject to paragraph 6.

     1.5 Term: Four years two weeks Commencing  January 15, 2000  ("Commencement
Date"), and ending January 31, 2004 as defined in paragraph 3.

     1.6 Base Rent,  See Paragraph 50 per month,  payable on the 1ST day of each
month, per paragraph 4.1

     1.7 Base Rent  Increase:  On See paragraph 50 the monthly Base Rent payable
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.

     1.8 Rent Paid Upon  Execution:  $4,484 for January 15, 2000 through January
31, 2000

     1.9 Security Deposit: $39,196

     1.10  Lessee's  Share of  Operating  Expense  Increase:  10 % as defined in
paragraph 4.2.

2.   Premises, Parking and Common Areas.

     2.1 Premises:  The Premises are a portion of a building,  herein  sometimes
referred to as the  "Building"  identified  in paragraph  1.3 of the Basic Lease
Provisions.  "Building"  shall  include  adjacent  parking  structures  used  in
connection  therewith.  The Premises,  the Building,  the Common Areas, the land
upon which the same are located, along with ail other buildings and improvements
thereon  or  thereunder,  are herein  collectively  referred  to as the  "Office
Building  Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental,  and upon all of the  conditions  set forth herein,
the real property referred to in the Basic.  Lease Provisions,  paragraph 1.2,as
the "Premises," including rights to the Common Areas as hereinafter specified.

     2.2  Vehicle  Parking:  So long as Lessee is not in default  subject to the
rules and regulations attached hereto, and as established by Lessor from time to
time,  Lessee shall be entitled to rent and use 14 parallel spaces in the Office
Building  Project at the monthly rate  applicable  from time to time for monthly
parking as set!, by Lessor and/or its licensee.

          2.2.1 If  Lessee  commits,  permits  or allows  any of the  prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right,  without  notice,  in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

          2.2.2 The monthly  parking  rate per parking  space will be $no charge
per month at the  commencement  of the term of this  Lease,  and is  subject  to
change upon five (5) days prior written notice to Lessee.  Monthly  parking fees
shall be payable  one month in advance  prior to the first day of each  calendar
month.

     2.3 Common Areas -  Definition.  The term "Common  Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the Office  Building  Project that are provided and  designated by the Lessor
from time to time for the  general  non-exclusive  use of Lessor,  Lessee and of
other lessees of the Office  Building  Project and their  respective  employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances,  lobbies,  corridors,  stairways and  stairwells,  public  restrooms,
elevators,  escalators,  parking areas to the extent not otherwise prohibited by
this Lease,  loading and  unloading  areas,  trash areas,  roadways,  sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

     2.4 Common  Areas - Rules and  Regulations.  Lessee  agrees to abide by and
conform to the rules and  regulations  attached hereto as Exhibit B with respect
to the Office  Building  Project and Common Areas,  and to cause its  employees,
suppliers,  shippers, customers, and invitees to so abide and conform. Lessor or
such other person(4) as Lessor may appoint shall have the exclusive  control and
management  of the Common Areas and shall have the right,  from time to time, to
modify,  amend and  enforce  said  rules and  regulations.  Lessor  shall not be
responsible to Lessee for the non-compliance  with said rules and regulations by
other  lessees,  their  agents,  employees  and invitees of the Office  Building
Project.

     2.5 Common Areas - Changes.  Lessor  shall have the right,  in Lessors sole
reasonable discretion, from time to time:

          (a) To make changes to the  Building  interior and exterior and Common
Areas,  including,  without  limitation,  changes in the  location,  size shape,
number,  and  appearance  thereof,  including  but not  limited to the  lobbies,
windows,  stairways, air shafts, elevators,  escalators,  restrooms,  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction of traffic,  decorative walls, landscaped areas and walkways;
provided,  however,  Lessor  shall at all times  provide the parking  facilities
required by applicable law;

          (b) To close  temporarily  any of the  Common  Areas  for  maintenance
purposes so long as reasonable access to the Premises remains available,,

          (c) To designate other land and improvements outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project,

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use  the  Common  Areas  while  engaged  in  making  additional
improvements,  repairs or alterations  to the Office  Building  Project,  or any
portion thereof;

          (f) To do and perform such other acts and make such other  changes in,
to or with  respect to the Common  Areas and Office  Building  Project as Lessor
may, in the exercise of sound business judgment deem to be appropriate,

3.   Term.

     3.1  Term.  The  term  and  Commencement  Date of this  Lease  shall  be as
specified in paragraph 1.5 of the Basic Lease Provisions.

     3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any
reason Lessor cannot  deliver  possession of the Premises to Lessee on said date
and subject to paragraph  3.2.2,  Lessor  shall not be subject to any  liability
therefor,  nor shall  such  failure  affect  the  validity  of this Lease or the
obligations  of Lessee  thereunder or extend the term hereof,  but in such case,
Lessee  shall not be obligated  to pay rent or perform any other  obligation  of
Lessee  under the terms of this Lease,  except as may be  otherwise  provided in
this Lease, until possession of the Premises is tendered to Lessee, as




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Real Estate Association                 REVISED                               WG
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herein  defined;  provided,  however,  that if Lessor  shall not have  delivered
Possession of the Premises  within sixty (60) days following  said  Commencement
Date, as the same may be extended  under the terms of a Work Letter  executed by
Lessor and  Lessee,  Lessee may,  at  Lessee's  option,  by notice in writing to
Lessor within ten (10) days  thereafter,  cancel this Lease,  In which event the
Parties shall be discharged from all obligations hereunder,  provided,  however,
that, as to Lessee's  obligations.  Lessee first reimburses Lessor for all costs
incurred for Non-Standard  Improvements and, as to Lessor's obligations,  Lessor
shall  return any money  previously  deposited  by Lessee  (less any offsets due
Lessor  for  Non-Standard  Improvements);  and  provided  further,  that if such
written  notice by Lessee is not  received  by Lessor  within  said ten (10) day
period,  Lessee's right to cancel this Lease hereunder shall terminate and be of
no further force or effect.

          3.2.1 Possession Tendered - Defined.  Possession of the Premises shall
be deemed tendered to Lessee ("Tender of Possession~  when (1) the  improvements
to be provided by Lessor under this Lease are substantially  completed,  (2) the
Building utilities are ready for use in the Premises,  (3) Leases has reasonable
access to the  Premises,  and (4) ten (110) days shall  have  expired  following
advance  written notice to Lessee of the occurrence of the matters  described in
(1). (2) and (3), above of this paragraph 3.2.1.

          3.2.2  Delays  Caused by Lessee.  There shall be no abatement of rent,
and the sixty (60) day period  following  the  Commencement  Date  before  which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended  to the extent of any  delays  caused by acts or  omissions  of Lessee,
Lessee's agents, employees and contractors.

          3.3 Early  Possession.  If Lessee  occupies the Premises prior to said
Commencement  Date,  such  occupancy  shall be subject to all provisions of this
Lease,  such occupancy shall not change the  termination  date, and Lessee shall
pay rent for such occupancy.

          3.4 Uncertain  Commencement.  In the event  commencement  of the Lease
term is defined as the completion of the  improvements,  Lessee and Lessor shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph  3.2.1) or the actual  taking of  possession by Lessee,
whichever first occurs, as the Commencement Date.

4.   Rent.

     4.1 Base Rent. Subject: to adjustment as hereinafter  provided in paragraph
4.3,  and except as maybe  otherwise  expressly  provided in this Lease,  Lessee
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions,  without offset or deduction Lessee shall pay Lessor
upon  execution  hereof the advance Base Rent  described in paragraph 1.8 of the
Basic Lease Provisions.  Rent for any period during the term hereof which is for
less than one month  shall be prorated  based upon the actual  number of days of
the calendar month involved. Rent shall be payable in lawful money of the United
States to Lessor at the  address  stated  herein or to such other  persons or at
such other places as Lessor may designate in writing.

     4.2 Operating Expense Increase.  Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent. Lessee's share, as hereinafter defined, of
the amount by which all Operating  Expenses,  as hereinafter  defined,  for each
Comparison Year exceeds the amount of all Operating  Expenses for the Base Year,
such excess being hereinafter  referred to as the "Operating  Expense Increase",
in accordance with the following provisions:

          (a) "Lessee's  Share" is defined,  for purposes of this Lease,  as the
percentage  set forth in  paragraph  1.10 of the Basic Lease  Provisions,  which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office  Building  Project,  It is  understood  and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor  and Lessee  agree are  reasonable  and shall not be subject to  revision
except in  connection  with an actual  change in the size of the  Premises  or a
change in the space available for lease in the Office Building Project.

          (b) "Base  Year" is  defined as the  calendar  year in which the Lease
term commences.

          (c) "Comparison Year" is defined as each calendar year during the term
of this Lease subsequent to the Base Year; provided,  however, Lessee shall have
no obligation to pay a share of the Operating Expense Increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental  authority,  as to which government  mandated expenses Lessee shall
pay  Lessee's  Share,  notwithstanding  they occur  during the first twelve (12)
months). Lessee's Share of the Operating Expense Increase for the first and last
Comparison  Years of the Lease Term shall be prorated  according to that portion
of such  Comparison  Year as to which Lessee is responsible  for a share of such
increase.

          (d) "Operating  Expenses" is defined,  for purposes of this Lease,  to
include all costs, if any,  incurred by Lessor in the exercise of its reasonable
discretion, for:

               (i) The operation, repair, maintenance, and replacement, in neat,
clean, safe, good order and condition, of the Office Building Project, including
but not limited to, the following:

                    (aa) The Common Areas, including their surfaces,  coverings,
decorative items,  carpets,  drapes and window coverings,  and including parking
areas, loading and unloading areas, trash areas, roadways, sidewalks,  walkways,
stairways, parkways, driveways,  landscaped areas. striping, bumpers, irrigation
systems,  Common Area lighting facilities,  building exteriors and roofs, fences
and gates:

                    (bb) All heating,  air  conditioning,  plumbing,  electrical
systems,  life safety equipment,  telecommunication  and other equipment used in
common by, or for the  benefit of lessees or  occupants  of the Office  Building
Project, including elevators and escalators,  tenant directories. fire detection
systems including sprinkler system maintenance and repair.

               (ii) Trash disposal, janitorial and security services:

               (iii)  Any  other  service  to be  provided  by  Lessor  that  is
elsewhere in this Lease stated to be an "Operating Expense";

               (iv) The cost of the  premiums  for the  liability  and  property
insurance policies to be maintained by Lessor under paragraph 8 hereof:

               (v) The  amount of the real  property  taxes to be paid by Lessor
under paragraph 10.1 hereof,

               (vi)  The cost of  water,  sewer,  gas,  electricity,  and  other
publicly mandated services to the Office Building Project:

               (vii) Labor,  salaries, and applicable fringe benefits and costs,
materials,  supplies and tools,  used in maintaining  and/or cleaning the Office
Building Project and accounting and a reasonable  management fee attributable to
the operation of the Office Building Project:

               (viii)  Replacing  and/or  adding  improvements  mandated  by any
governmental agency and any repairs or removals  necessitated  thereby amortized
over its useful  life  according  to  generally  accepted  accounting  practices
[Federal  Income  tax  regulations  or  guidelines  for  depreciation   thereof]
[preceding  bracketed  text struck out in original]  (including  interest on the
unamortized   balance  as  is  then   reasonable  in  the  judgment  of  Lassoes
accountants);

               (ix) Replacement of equipment or improvements  that have a useful
life for  depreciation  purposes  according to Federal  income tax guidelines of
five (5) years or less, as amortized over such life,

          (e) Operating  Expenses shall not include the costs of replacements of
equipment  or  improvements  that  have a useful  life for  Federal  income  tax
purposes  in  excess of five (5) years  unless  it is of the type  described  in
paragraph  4.2(d)  (viii),  in which case their cost shall be  included as above
provided.

          (f)  Operating  Expenses  shall not include any  expenses  paid by any
lessee directly to third parties, or as to which Lessor is otherwise  reimbursed
by any third party, other tenant, or by insurance proceeds.

          (g) Lessee's Share of Operating  Expense  Increase shall be payable by
Lessee  within ten (10) days after a  reasonably  detailed  statement  of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of the Operating Expense increase for any Comparison Year, and the same shall be
payable monthly or quarterly, as Lessor shall designate,  during each Comparison
Year of the Lease term,  on the same day as the Base Rent is due  hereunder.  In
the event that Lessee pays  Lessors  estimate  of  Lessee's  Share of  Operating
Expense increase as aforesaid,  Lessor shall deliver to Lessee within sixty (60)
days  after  the  expiration  of  each  Comparison  Year a  reasonably  detailed
statement  showing  Lessee's  Share of the  actual  Operating  Expense  Increase
incurred  during such year. If Lessee's  payments  under this  paragraph  4.2(g)
during  said  Comparison  Year  exceed  Lessee's  Share  as  indicated  on  said
statement,  Lessee  shall be entitled  to credit the amount of such  overpayment
against  Lessee's  Share of  Operating  Expense  increase  next  failing due. If
Lessee's  payments under this paragraph  during said  Comparison  Year were less
than Lessee's Share as indicated on said  statement,  Lessee shall pay to Lessor
the amount of the  deficiency  within ten (10) days after  delivery by Lessor to
Lessee of said statement.  Lessor and Lessee shall forthwith adjust between them
by cash payment any balance  determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases,  notwithstanding  that the Lease term may have terminated  before the
end of such  Comparison  Year.  Lessee  has the  right  to audit  The  operating
expenses.

[     4.3 Rent Increase

          4.3.1 At the  times  set forth in  paragraph  1.7 of the  Basic  Lease
Provisions,  the monthly Base rent  payable  under  paragraph  4.1 of this Lease
shall be adjusted by the  increase,  if any, in the Consumer  Price Index of the
Bureau of Labor  Statistics of the  Department of Labor for all Urban  Consumers
(1967 - 100).  "All Items," for the city  nearest the location of the  Building,
herein referred to as "C.R.I.," since the date of the Lease.

          4.3.2 The monthly Base Rent payable  pursuant to paragraph 4.3.1 shall
be calculated as follows:  the Base Rent payable for the first month of the term
of this lease, as set forth in paragraph 4.1 of this Lease,  shall be multiplied
by a  fraction  the  numerator  of which  shall be the C.P.I.  of the  calendar]
[preceding bracketed text struck out in original]


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[month during which the adjustment is to take effect, and the denominator of
which shall be the C.P.I.  for the calendar  month in which the  original  Lease
term commences. The sum so calculated shall constitute the new monthly Base Rent
hereunder,  but in no event,  shall such new monthly  Base Rent be less than the
Base Rent  payable  for the month  immediately  preceding  the date for the rent
adjustments.

          4.3.3 In the event the  compilation  and/or  publication of the C.P.I.
shall be transferred to any other governmental department or bureau or agency or
shall be discontinued, then the index most nearly the same as the C.P.I shall be
used to make such calculations. In the event that Lessor and Lessee cannot agree
on such  alternative  index,  then the matter shall be submitted for decision to
the  American  Arbitration  Association  in the county in which the Premises are
located, in accordance with the ten rules of said association,  and the decision
of the arbitrators  shall be binding on the parties,  notwithstanding  one party
failing  to  appear  after  due  notice  of the  proceeding.  The  cost  of said
Arbitrators shall be paid equally by Lessor and Lessee.

          4.3.4 lessee shall continue to pay the rent at the rate  previously in
effect until the increase, if any, is determined. Within five (5) days following
the date on which the increase is determined,  Lessee shall make such payment to
Lessor as will bring the increased rental current, commencing with the effective
date of such  increase  through  the date of any rental  installments  then due.
Thereafter, the rental shall be paid at the increased rate.

          4.3.5 At such tiem as the amount of any chnage in the rental  required
by this  Lease is known or  determined,  Lessor  and  Lessee  shall  execute  an
amendment to this Lease setting forth such change.]  [preceding  bracketed  text
struck out in original]

5.   Security  Deposit.  Lessee shall deposit with Lessor upon execution  hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder,  or otherwise  defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said  deposit  for the payment of any rent or other  charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer  thereby.  If Lessor so uses or applies  all or any portion of
said deposit,  Lessee shall within ten (10) days after written  demand  therefor
deposit  cash with , Lessor in an amount  sufficient  to restore said deposit to
the full amount then  required of Lessee.  If the monthly Base Rent shall,  from
time to time,  increase during the term of this Lease, Lessee shall, at the time
of such increase,  deposit with Lessor additional money as a security deposit so
that the total  amount of , the  security  deposit  held by Lessor  shall at all
times bear the same  proportion  to the then  current  Base Rent as the  initial
security  deposit  bears to the initial Base Rent set forth in paragraph  1.6 of
the Basic Lease  Provisions.  Lessor shall not be required to keep said security
deposit separate from its general  accounts.  If Lessee performs all of Lessee's
obligations  hereunder,  said deposit,  or so much thereof as has not heretofore
been applied by Lessor, shall be returned,  without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option,  to the last assignee,
if any, of Lessee's interest  hereunder) at the expiration of the term here, and
after Lessee has vacated the Premises.  No trust  relationship is created herein
between Lessor and Lessee with respect to said security Deposit .

6.   Use.

     6.1 Use. The Premises  shall be used and occupied  only for the purpose set
forth in paragraph  1.4 of the Basic Lease  Provisions or any other use which is
reasonably comparable to that use and for no other purpose.

     6.2 Compliance with Law.

          (a) Lessor warrants to Lessee that the Premises, in the state existing
on the date that the Lease term commences,  but without regard to alterations or
improvements  made by  Lessee  or the use  for  which  Lessee  will  occupy  the
Premises,  does not violate any  covenants  or  restrictions  of record,  or any
applicable  building code,  regulation or ordinance in effect on such Lease term
Commencement  Date.  In the event it is  determined  that this warranty has been
violated,  then it shall be the  obligation of the Lessor,  after written notice
from Lessee,  to promptly,  at Lessor's sole cost and expense,  rectify any such
violation.

          (b) Except as provided in paragraph  6.2(a) Lessee shall,  at Lessee's
expense,  promptly  comply  with all  applicable  statutes,  ordinances,  rules,
regulations,  orders,  covenants and restrictions of record, and requirements of
any fire insurance  underwriters or rating  bureaus,  now in effect or which may
hereafter come into effect,  whether or not they reflect a change in policy from
that now existing,  during the term or any part of the term hereof,  relating in
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the  Premises  or the Common  Areas in any  manner  that will tend to
create  waste or a  nuisance  or shall tend to disturb  other  occupants  of the
office Building Project. ,

     6.3 Condition of Premises:

          (a) Lessor shall  deliver the Premises to Lessee in a clean  condition
on the Lease  Commencement  Date (unless  Lessee is already in  possession)  and
Lessor warrants to Lessee that the plumbing,  lighting,  air  conditioning,  and
heating  system in the Premises  shall be in good  operating  condition.  In the
event that it is determined that this warranty has been violated,  then it shall
be the obligation of Lessor, after receipt of written notice from Lessee setting
forth with specificity the nature of the violation, to promptly, at Lessors sole
cost, rectify such violation.

          (b) Except as otherwise provided in this Lease,  Lessee hereby accepts
the Premises and the Office Building  Project in their condition  existing as of
the Lease  Commencement  Date for the date that Lessee takes  possession  of the
Premises,  whichever is earlier,  subject to all applicable  zoning,  municipal,
county and state laws,  ordinances and regulations  governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters  disclosed  thereby and by
any exhibits attached hereto.  Lessee  acknowledges that it has satisfied itself
by its own  independent  investigation  that the  Premises  are suitable for its
intended use, and that neither  Lessor nor Lessor's agent or agents has made any
representation  or  warranty  as to the  present  or future  suitability  of the
Premises,  Common Areas, or Office Building  Project for the conduct of Lessee's
business.

7.   Maintenance, Repairs, Alterations and Common Area Services.

     7.1 Lessor's  Obligations.  Lessor shall keep the Office Building  Project,
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment  whether used exclusively for the Premises or in common with other
premises, in good condition and repair;  provided,  however, Lessor shall not be
obligated to paint,  repair or replace wall  coverings,  or to repair or replace
any  improvements  that are not  ordinarily  a part of the Building or are above
then Building standards,  Except as provided in paragraph 9.5, there shall be no
abatement  of  rent  or  liability  of  Lessee  on  account  of  any  injury  or
interference  with  Lessee's   business:   with  respect  to  any  improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to  terminate  this Lease  because  of  Lessor's  failure to keep the
Premises in good order, condition and repair.

     7.2 Lessee's Obligations.

          (a)  Notwithstanding  Lessor's obligation to keep the Premises in good
condition  and  repair,  Lessee  shall be  responsible  for  payment of the cost
thereof  to  Lessor  as  additional  rent  for that  portion  of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises,  to the extent such cost is  attributable to
causes beyond normal wear and tear,  Lessee shall be responsible for the cost of
painting,  repairing or replacing Wall  coverings,  and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then  Building  standards.  Lessor  may, at its  option,  upon  reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

          (b) On the last day of the term hereof, or on any sooner  termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary  wear and tear  excepted,  clean  and free of  debris.  Any  damage  or
deterioration  of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance  practices by Lessee.  Lessee
shall  repair any  damage to the  Premises  occasioned  by the  installation  or
removal of Lessee's ; trade  fixtures,  alterations,  furnishings and equipment.
Except as  otherwise  stated in this  Lease,  Lessee  shall leave the air lines,
power  panels,   electrical   distribution  systems,   lighting  fixtures,   air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

     7.3 Alterations and Additions.

          (a) Lessee shall not,  without  Lessors prior written consent make any
alterations,  improvements,  additions, Utility Installations or repairs in , on
or about the Premises, or the Office Building Project. As used in this paragraph
7.3,  the term  "Utility  Installation"  shall mean  carpeting,  window and wall
coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning,   plumbing,   and  telephone  and  telecommunication   wiring  and
equipment.  At the expiration of the term, Lessor may require the removal of any
or all of said alterations,  improvements,  additions or Utility  Installations,
and the  restoration  of the Premises and the Office  Building  Project to their
prior condition,  at Lessee's expense.  Should Lessor permit Lessee, to make its
own alterations,  improvements, additions or Utility Installations, Lessee shall
use only such  contractor as has been expressly  approved by Lessor,  and Lessor
may require Lessee to provide Lessor, At Lessee's sole cost and expense,  a lien
and completion bond in an amount equal to one and one-half times the estimated



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<PAGE>

cost of such  improvements to insure Lessor against any liability for mechanic's
and materialmen's liens and to insure completion of the work. Should Lessee make
any alterations,  improvements,  additions or Utility  Installations without the
prior approval of Lessor, or use a contractor not expressly  approved by Lessor,
Lessor  may,  at any time  during the term of this  Lease,  require  that Losses
remove any part or all of the same.

          (b) Any alterations.  improvements, additions or Utility Installations
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written  form,  with  proposed  detailed
plans,  If Lessor  shall give its  consent to Lessee's  making such  alteration,
improvement,  addition or  Utility,  Installation,  the consent  shall be deemed
conditioned  upon  Lessee  acquiring  a  permit  to do so  from  the  applicable
governmental  agencies,  furnishing  a  copy  thereof  to  Lessor  prior  to the
commencement  of the work,  and compliance by Lessee with all conditions of said
permit in a prompt  and  expeditious  manner,  Lessee  has the right to  install
computer network and phone system.

          (c) Lessee  shall  pay,  when due,  all claims for labor or  materials
furnished  or alleged to have been  furnished  to or for Lessee at or for use in
the  Premises,  which  claims  are or  may  be  secured  by  any  mechanic's  or
materialmen's  lien against the  Premises,  the Building or the Office  Building
Project, or any interest therein.

          (d) Lessee shall give Lessor not less than ten (10) days' notice prior
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post  notices of  non-responsibility  in or on the  Premises or the
Building  as  provided  by law.  If Lessee  shall,  in good  faith,  contest the
validity  of any such lien,  claim or demand,  then  Lessee  shall,  at its sole
expense  defend itself and Lessor against the same and shall pay and satisfy any
such  adverse  judgment  that may be  rendered  thereon  before the  enforcement
thereof against the Lessor or the Premises,  the Building or the Office Building
Project,  upon the condition that if Lessor shall require,  Lessee shall furnish
to Lessor a surety  bond  satisfactory  to  Lessor  in an  amount  equal to such
contested lien claim or demand  indemnifying  Lessor  against  liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys fees and costs in participating in such action
if Lessor shall decide it is to Lessor's best interest so to do.

          (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication  systems,  conduit,  wiring and outlets,
shall  be made  and  done  in a good  and  workmanlike  manner  and of good  and
sufficient  quality and materials and shall be the property of Lessor and remain
upon and be  surrendered  with the Premises at the expiration of the Lease term,
unless Lessor  requires  their removal  pursuant to paragraph  7.3(a).  Provided
Lessee is not in  default,  notwithstanding  the  provisions  of this  paragraph
7.3(e),  Lessee's  personal  property  and  equipment,  other than that which is
affixed to the Premises so that it cannot be removed without  material damage to
the  Premises or the  Building,  and;  other than Utility  Installations,  shall
remain  the  property  of Lessee  and may be  removed  by Lessee  subject to the
provisions of paragraph 7.2.

          (f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, improvements. additions or Utility Installations.

     7.4  Utility  Additions.  Lessor  reserves  the  right  to  install  new or
additional  utility  facilities  throughout the Office Building  Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing,  electrical
systems,  communication  systems,  and fire protection and detection systems, so
long as such  installations do not  unreasonably  interfere with Lessee's use of
the Premises.

8.   Insurance; Indemnity.

     8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and  keep in force  during  the term of this  Lease a  policy  of  Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability  Endorsement  (GL0404),  of equivalent,  in an
amount of not less than  $1,000,000 per occurrence of bodily injury and property
damage  combined or in a greater  amount as reasonably  determined by Lessor and
shall  insure  Lessee with Lessor as an  additional  insured  against  liability
arising out of the use,  occupancy or  maintenance  of the Premises.  Compliance
with the above  requirement  shall not,  however,  limit the liability of Lessee
hereunder.

     8.2  Liability  Insurance - Lessor.  Lessor  shall obtain and keep in force
during the term of this Lease a policy of Combined  Single Limit  Bodily  Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor  deems  advisable  from time to time,  insuring  Lessor,  but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the  Office  Building  Project  in an  amount  not less than  S5,000,000.00  per
occurrence.

     8.3 Property Insurance - Lessee. Lessee shall, at Lessee's expense,  obtain
and keep in force  during  the term of this  Lease for the  benefit  of  Lessee,
replacement  cost fire and  extended  coverage  insurance,  with  vandalism  and
malicious   mischief,   sprinkler  leakage  and  earthquake   sprinkler  leakage
endorsements.  in an amount  sufficient  to cover not less than 100% of the full
replacement  cost,  as the same may exist from time to time,  of all of Lessee's
personal property, fixtures, equipment and tenant improvements.

     8.4  Property  Insurance - Lessor.  Lessor  shall  obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project  improvements,  but not Lessee's  personal
property, fixtures, equipment or tenant improvements,  in the amount of the full
replacement  cost  thereof,  as the same may exist from time to time,  utilizing
Insurance  Services  Office standard form, or equivalent,  providing  protection
against  all  perils  included  within  the  classification  of  fire,  extended
coverage,  vandalism,  malicious mischief, plate glass, and such other perils as
Lessor  deems  advisable  or may be  required  by a lender  having a lien on the
Office  Building  Project.  In addition,  Lessor shall obtain and keep in force,
during the term of this Lease,  a policy of rental  value  insurance  covering a
period of one year,  with loss  payable to Lessor,  which  insurance  shall also
cover all  Operating  Expenses for said period.  Lessee will not be named in any
such  policies  carried  by  Lessor  and  shall  have no right  to any  proceeds
therefrom.  The policies  required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid  lender may determine.  In the event
that the Premises  shall  suffer an insured loss as defined in paragraph  9.1(f)
hereof, the deductible amounts under the applicable  insurance policies shall be
deemed an Operating Expense.  Lessee shall, not do or permit to be done anything
which shall invalidate the insurance  policies  carried by Lessor.  Lessee shall
pay the  entirety of any  increase  in the  property  insurance  premium for the
Office Building  Project over what it was immediately  prior to the commencement
of the term of this Lease if the  increase is  specified  by Lessor's  insurance
carrier  as being  caused by the  nature  of  Lessee's  occupancy  or any act or
omission of Lessee.

     8.5 Insurance Policies.  Lessee shall deliver to Lessor copies of liability
insurance  policies required under paragraph 8.1 or certificates  evidencing the
existence  and  amounts  of such  insurance  within  seven  (7) days  after  the
Commencement  Date of this Lease.  No such policy shall be cancelable or subject
to  reduction  of coverage or other  modification  except after thirty (30) days
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with renewals thereof.

     8.6 Waiver of  Subrogation.  Lessee  and Lessor  each  hereby  release  and
relieve the other,  and waive their entire right of recovery  against the other,
for direct or  consequential  loss or damage  arising  out of or incident to the
perils covered by property  insurance carried by such party,  whether due to the
negligence of Lessor or Lessee or their agents,  employees,  contractors  and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

     8.7  Indemnity.  Lessee shall  indemnity and hold  harmless  Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or  property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's  business  or from any  activity.  work or things  done,  permitted  or
suffered  by Lessee in or about the  Premises  or  elsewhere  and shall  further
indemnify  and hold harmless  Lessor from and against any and all claims,  costs
and  expenses  arising  from any  breach or default  in the  performance  of any
obligation  on Lessee's part to be performed  under the terms of this Lease,  or
arising  from  any  act or  omission  of  Lessee,  or any  of  Lessee's  agents,
contractors,  employees or invitees, and from and against all costs,  attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct,  activity, work, things done, permitted or suffered, breach, default or
negligence,  and in dealing reasonably  therewith,  including but not limited to
the  defense  or  pursuit  of any  claim or any  action or  proceeding  involved
therein;  and in case any  action or  proceeding  be brought  against  Lessor by
reason of any such matter,  Lessee upon notice from Lessor shall defend the same
at  Lessee's  expense by counsel  reasonably  satisfactory  to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so  indemnified.  Lessee,  as a  material  part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
Lessor  indemnifies  and  agrees to hold  Lessee  harmless  from any  claims for
damages  which  arise or result  from the acts or omission of Lessor or Lessor's
employees, contractors, representatives or agents.

     8.8  Exemption of Lessor from  Liability.  Lessee hereby agrees that Lessor
shall  not be  liable  for  injury to  Lessee's  business  or any loss of income
therefrom  or for loss of or damage to the goods,  wares,  merchandise  or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the  Premises or the Office  Building  Project,  nor shall Lessor be
liable  for  injury  to the  person  of  Lessee,  Lessee's  employees  agents of
contractors,  whether  such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,



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<PAGE>

obstruction or other defects of pipes, sprinklers, wires, appliances,  plumbing,
air  conditioning or fighting  fixtures,  or from any other cause,  whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office  Building  Project,  or from other sources or places,  or
from new  construction  or the repair;  alteration or improvement of any part of
the Office  Building  Project,  or of the equipment,  fixtures or  appurtenances
applicable thereto, and regardless whether the cause of such damage or injury or
the means of repairing the same is inaccessible,  Lessor shall not be liable for
any damages  arising  from any act or neglect of any other  lessee,  occupant or
user of the Office Building  Project,  nor from the failure of Lessor to enforce
the  provisions  of any other lease of any other  lessee of the Office  Building
Project.  In the event any damage or loss is due to  Lessor's  negligence,  this
paragraph will be void.

     8.9 No Representation of Adequate Coverage.  Lessor makes no representation
that the limits or forms of coverage of insurance  specified in this paragraph 8
are adequate to cover Lessee's property or obligations under this Lease.

9.   Damage or Destruction.

     9.1 Definitions.

          (a)  "Premises  Damage"  shall  mean if the  Premises  are  damaged or
destroyed to any extent,

          (b) "Premises  Building  Partial Damage" shall mean if the Building of
which the  Premises  are a part is damaged or  destroyed  to the extent that the
cost to repair is less than fifty percent (50%) of the then  Replacement Cost of
the Building.

          (c) "Premises  Building total  Destruction" shall mean if the Building
of which the  Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty  percent (50%) or more of the then  Replacement  Cost of
the Building.

          (d)  "Office  Building  Project  Buildings"  shall  mean  all  of  the
buildings on the Office Building Project site.

          (e) "Office Building Project Buildings Total  Destruction"  shall mean
if the Office Building Project  Buildings are damaged or destroyed to the extent
that the cost to repair is fifty percent  (50%) or more of the then  Replacement
Cost of the Office Building Project Buildings.

          (f) "Insured Loss" shall mean damage or  destruction  which was caused
by an event  required to be covered by the  insurance  described in paragraph 8.
The fact that an Insured Loss has a deductible amount shall not make the loss an
uninsured loss.

          (g) "Replacement  Cost" shall mean the amount of money necessary to be
spent in order to repair or  rebuild  the  damaged  area to the  condition  that
existed  immediately prior to the damage  occurring,  excluding all improvements
made by lessees, other than those installed by Lessor at Lessee's expense.

     9.2 Premises Damage; Premises Building Partial Damage.

          (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage which is an Insured
Loss and  which  falls  into the  classification  of either  Premises  Damage or
Premises  Building  Partial  Damage,  then Lessor  shall,  as soon as reasonably
possible  and to the  extent  the  required  materials  and  labor  are  readily
available through usual commercial  channels,  at Lessor's expense,  repair such
damage (but not Lessee's fixtures,  equipment or tenant improvements  originally
paid for by Lessee) to its  condition  existing at the time of the  damage,  and
this Lease shall continue in full force and effect.

          (b) Uninsured  Loss:  Subject to the  provisions of paragraphs 9.4 and
9.5, if at any time  during the term of this Lease there is damage  which is not
an Insured Loss and which falls within the  classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevent' s Lessee from making any substantial use of the Premises, Lessor
may at  Lessors  option  either  (I) repair  such  damage as soon as  reasonably
possible at Lessor's  expense,  in which event this Lease shall continue in full
force and effect,  or ~ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's  intention to cancel
and terminate  this Lease as of the date of the  occurrence  of such damage,  in
which event this Lease shall  terminate as of the date of the occurrence of such
damage.

     9.3 Premises  Building Total  Destruction;  Office  Building  Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease  there is damage,  whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction,  then Lessor may
at  Lessor's  option  either (i) repair such  damage or  destruction  as soon as
reasonably  possible at Lessor's  expense (to the extent the required  materials
are readily  available  through  usual  commercial  channels)  to its  condition
existing at the time of the damage,  but not  Lessee's  fixtures,  equipment  or
tenant improvements,  and this Lease shall continue in full force and effect, or
(ii) give  written  notice to Lessee  within  thirty (30) days after the date of
occurrence  of such damage of Lessor's  intention to cancel and  terminate  this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

     9.4 Damage Near End of Term

          (a) Subject to paragraph 9.4(b), if at any time during the last twelve
(12)  months  of the term of this  Lease  there  is  substantial  damage  to the
Premises, Lessor may at Lessors option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within 30 days after the date of occurrence of such damage.

          (b) Notwithstanding  paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease,  and the time within which said option may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be exercised at all, no later than twenty (20) days after the  occurrence  of an
Insured Loss falling  within the  classification  of Premises  Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such
option during said twenty (20) day period,  Lessor shall,  at Lessor's  expense,
repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
as soon as reasonably  possible and this Lease shall  continue in full force and
effect.  If Lessee  fails to exercise  such  option  during said twenty (20) day
period, then Lessor may at Lessor's option terminate and cancel this Lease as of
the expiration of said twenty (20) day period by giving written notice to Lessee
of Lessors  election to do so within ten (10) days after the  expiration of said
twenty (20) day period,  notwithstanding  any term or  provision in the grant of
option to the contrary.

     9.5 Abatement of Rent; Lessee's Remedies.

          (a) In the event  Lessor  repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable in Lessee's reasonable, opinion (including loss of use due to loss of
access or essential  services),  the rent payable hereunder  (including Lessee's
Share of Operating  Expense  Increase)  for the period during which such damage,
repair or restoration continues shall be abated, provided (1) the damage was not
the result of the negligence of Lessee,  and (2) such abatement shall only be to
the extent the operation and profitability of Lessee's business as operated from
the Premises is adversely  affected.  Except for said abatement of rent, if any,
Lessee shall have no claim against  Lessor for any damage  suffered by reason of
any such damage, destruction, repair or restoration.

          (b) If Lessor  shall be obligated to repair or restore the Premises or
the Building  under the  provisions  of this  Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence,  or if
Lessor shall not complete the restoration and repair within six (6) months after
such  occurrence,  Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's  election to do so at any time prior
to the commencement or completion,  respectively, of such repair or restoration.
In such event this Lease shall terminate as of the date of such notice.

          (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration  and  repair,  including  but not  limited  to the  approval  and/or
execution of plans and specifications required.

     9.6 Termination - Advance Payments. Upon termination of this Lease pursuant
to this paragraph 9, an equitable reasonable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
theretofore been applied by Lessor.

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

10.  Real Property Taxes.

     10.1 Payment of Taxes.  Lessor shall pay the real  property tax, as defined
in  paragraph  10.3,  applicable  to the  Office  Building  Project  subject  to
reimbursement  by Lessee of Lessee's Share of such taxes in accordance  with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

     10.2  Additional  improvements.  Lessee shall not be responsible for paying
any increase in real property tax specified In the tax assessor records and work
sheets  as being  caused  by  additional  improvements  placed  upon the  Office
Building  Project by other lessees or by Lessor for the  exclusive  enjoyment of
any  other  lessee.  Lessee  shall,  however,  pay to  Lessor  at the time  that
Operating  Expenses  are  payable  under  paragraph  4.2(c) the  entirety of any
increase  in real  property  tax if  assessed  solely by  reason  of  additional
improvements placed upon the Premises by Lessee or at Lessee's request.



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

     10.4 Joint Assessment. If the improvements or property, the taxes for which
are to be paid  separately  by  Lessee  under  paragraph  10.2  or 10,5  are not
separately assessed,  Lessee's portion of that tax shall be equitably determined
by Lessor from the respective  valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.5 Personal Property Taxes.

          (a) Lessee shall pay prior to delinquency  all taxes assessed  against
and levied upon trade  fixtures,  furnishings,  equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

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

11.  Utilities.

     11.1  Services   Provided  by  Lessor.   Lessor  shall   provide   heating,
ventilation,  air conditioning,  and janitorial service as reasonably  required,
reasonable  amounts of electricity  for,  normal  lighting and office  machines,
water for reasonable and normal drinking and lavatory use, and replacement light
bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.

     11.2  Services  Exclusive to Lessee.  Lessee shall pay for all water,  gas,
heat,  light,  power,  telephone and other  utilities and services  specially or
exclusively  supplied  and/or metered  exclusively to the Premises or to Lessee,
together with any taxes thereon. It any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable  proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

     11.3 Hours of Service. Said services and utilities shall be provided during
generally  accepted  business  days and hours or such other days or hours as may
hereafter be set forth.  Utilities and services required at other times shall be
subject to advance  request  and  reimbursement  by Lessee to Lessor of the cost
thereof.

     11.4  Excess  Usage by  Lessee.  Lessee  shall not make  connection  to the
utilities  except by or through  existing  outlets  and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power,  or  suffer  or  permit  any act that  causes  extra  burden  upon the
utilities  or services,  including  but not limited to security  services,  over
standard  office usage for the Office  Building  Project.  Lessor shall  require
Lessee to reimburse  Lessor for any excess  expenses or costs that may arise out
of a breach of this subparagraph by Lessee.  Lessor may, in its sole discretion,
install at Lessee's  expense  supplemental  equipment  and/or separate  metering
applicable to Lessee's excess usage or loading.

     11.5  Interruptions.  There shall be no  abatement of rent and Lessor shall
not  be  liable  in  any  respect  whatsoever  for  the  inadequacy,   stoppage,
interruption or  discontinuance  of any utility or service due to riot,  strike,
labor  dispute,  breakdown,  accident,  repair or other  cause  beyond  Lessor's
reasonable control or in cooperation with governmental request or directions.

12.  Assignment and Subletting.

     12.1 Lessees Consent Required. Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all
or any  part of  Lessee's  interest  in the  Lease or in the  Premises,  without
Lessor's prior written consent,  which Lessor shall not  unreasonably  withhold.
Lessor  shall  respond to Lessee's  request for  consent  hereunder  in a timely
manner  and  any  attempted  assignment,   transfer,  mortgage,  encumbrance  or
subletting  without such consent shall be void, and shall  constitute a material
default  and breach of this Lease  without  the need for notice to Lessee  under
paragraph 13.1. "Transfer' within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five  percent  (25%) of the voting stock of such  corporation,  or (b) if
Lessee is a partnership,  more than twenty-five  percent (25%) of the profit and
loss participation in such partnership.

     12.2 Lessee  Affiliate.  Notwithstanding  the  provisions of paragraph 12.1
hereof,  Lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessors consent, to any corporation which controls,  is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  all of which are referred to as "Lessee  Affiliate":
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and  assumption.  Any such assignment
shall not, in any way,  affect or limit the  liability of Lessee under the terms
of this Lease  even if after such  assignment  or  subletting  the terms of this
Lease are  materially  changed or altered  without  the  consent of Lessee,  the
consent of whom shall not be necessary.

     12.3 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent,  no assignment or subletting shall
release Lessee of Lessee's  obligation  hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expense Increase,  and to perform all other obligations to be
performed by Lessee hereunder.

          (b) Lessor may accept rent from any person  other than Lessee  pending
approval or disapproval of such assignment.

          (c) Neither a delay in the approval or disapproval of such  assignment
or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel
of Lessors  right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 or this Lease.

          (d) If Lessee's  obligation  under this Lease have been  guaranteed by
third parties,  then an assignment or sublease,  and Lessor's  consent  thereto,
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

          (e) The consent by Lessor to any  assignment or  subletting  shall not
constitute a consent to any subsequent  assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent  sublettings and assignments of the sublease or
any amendments or modifications  thereto without notifying Lessee or anyone else
liable on the Lease or sublease  and without  obtaining  their  consent and such
action shall not relieve such  persons from  liability  under this Lease or said
sublease;  however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease or such sublease.

          (f) In the event of any default  under this Lease,  Lessor may proceed
directly  against  Lessee,  any  guarantors or anyone else  responsible  for the
performance  of this Lease,  including the sublessee,  without first  exhausting
Lessor's  remedies  against any other person or entity  responsible  therefor to
Lessor, or any security held by Lessor or Lessee.

          (g) Lessor's  written  consent to any  assignment or subletting of the
Premises by Lessee shall not constitute an  acknowledgment  that no default then
exists under this Lease of the  obligations  to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing  default,  except as may be
otherwise stated by Lessor at the time.

          (h) The discovery of the fact that any financial statement relied upon
by Lessor in giving its consent to an assignment or  subletting  was  materially
false shall, at Lessor's election, render Lessor's said consent null and void.

     12.4 Additional Terms and Conditions  Applicable to Subletting.  Regardless
of Lessor's  consent,  the following  terms and  conditions  shall  apply-to any
subletting  by  Lessee  of all or any part of the  Premises  and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

          (a) Lessee  hereby  assigns  and  transfers  to Lessor all of Lessee's
interest in all rentals  and income  arising  from any  sublease  heretofore  or
hereafter made by Lessee,  and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a default  shall occur in the  performance  of Lessee's  obligations  under this
Lease, Lessee may receive, collect and enjoy the rents accruing under



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such  sublease.  Lessor shall not, by reason of this or any other  assignment of
such  sublease  to Lessor  nor by reason of the  collection  of the rents from a
sublessee,  be  deemed  liable to the  sublessee  for any  failure  of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease.  Lessee hereby irrevocably  authorizes and directs any such sublessee,
upon receipt of a written  notice from Lessor  stating that a default  exists in
the performance of Lessee's  obligations  under this Lease, to pay to Lessor the
rents  due and to  become  due  under  the  sublease.  Lessee  agrees  that such
sublessee  shall have the right to rely upon any such statement and request from
Lessor,  and that such  sublessee  shall pay such  rents to  Lessor  without  an
obligation  or  right  to  inquire  as  to  whether  such  default   exists  and
notwithstanding  any notice  from or claim from  Lessee to the  contrary  Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.

          (b) No sublease  entered into by Lessee shall be effective  unless and
until it has been approved in writing by Lessor.  In entering into any sublease,
Lessee shall use only such form of sublease as is  satisfactory  to Lessor,  and
once approved by Lessor,  such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed for the benefit of Lessor,  to have assumed
and agreed to conform  and comply  with each and every  obligation  herein to be
performed  by  Lessee  other  than  such  obligations  as  are  contrary  to  or
inconsistent  with  provisions  contained  in a  sublease  to which  Lessor  has
expressly consented in writing.

          (c) In the  event  Lessee  shall  default  in the  performance  of its
obligations under this Lease, Lessor at its option and without any obligation to
do so, may  require any  sublessee  to attorn to Lessor,  in which event  Lessor
shall  undertake the  obligations of Lessee under such sublease from the time of
the  exercise  of said option to the  termination  of such  sublease;  provided,
however,  Lessor shall not be liable for any prepaid  rents or security  deposit
paid by such sublessee to Lessee or for any other prior defaults of Lessee under
such sublease.

          (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

          (e) With  respect to any  subletting  to which  Lessor has  consented,
Lessor  agrees to  deliver  a copy of any  notice  of  default  by Lessee to the
sublessee.  Such  sublessee  shall  have the right to cure a  default  of Lessee
within  three  (3) days  after  service  of said  notice  of  default  upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

     12.5  Lessor's  Expenses.  In the event  Lessee  shall assign or sublet the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then  Lessee  shall pay  Lessor's  reasonable  costs and  expenses  incurred  in
connection  therewith,  including attorneys',  architects',  engineers' or other
consultants' fees.

     12.6  Conditions  to Consent.  Lessor  reserves the right to condition  any
approval to assign or sublet upon Lessor's  determination  that (a) the proposed
assignee or  sublessee  shall  conduct a business  on the  Premises of a quality
substantially  equal to that of Lessee and consistent with the general character
of the other  occupants of the Office  Building  Project and not in violation of
any  exclusives  or rights  then  held by other  tenants,  and (b) the  proposed
assignee  or  sublessee  be at least as  financially  responsible  as Lessee was
expected to be at the time of the execution of this Lease or of such  assignment
or subletting, whichever is greater,

13.  Default; Remedies.

     13.1 Default.  The  occurrence  of any one or more of the following  events
shall constitute a material default of this Lease by Lessee:

          (a) The vacation or abandonment of the Premises by Lessee. Vacation of
the Premises  shall  include the failure to occupy the Premises for a continuous
period of sixty (60) days or more without, payment of rent [, whether or not the
rent is paid]. [preceding bracketed text struck out in original]

          (b) The  breach  by  Lessee  of any of the  covenants,  conditions  or
provisions of paragraphs 7.3(a),  (b) or (d) (alterations),  12.1 (assignment or
subletting), 13.1 (a) (vacation or abandonment), 13.1(e) (insolvency),  13.11(f)
(false  statement),  16(a) (estoppel  certificate),  30(b)  (subordination),  33
(auctions), or 41.1 (easements),  all of which are hereby deemed to be material,
non-curable defaults  [without the  necessity  of any notice by lessor to lessee
thereof]. [preceding bracketed text struck out in original]

          (c) The  failure  by Lessee to make any  payment  of rent or any other
payment  required to be made by Lessee  hereunder,  as and when due,  where such
failure  shall  continue for a period of three (3) business  days after  written
notice  thereof from Lessor to Lessee.  In the event that Lessor  serves  Lessee
with a Notice  to Pay Rent or Quit  pursuant  to  applicable  Unlawful  Detainer
statutes  such  Notice to Pay Rent or Quit  shall  also  constitute  the  notice
required by this subparagraph.

          (d) The failure by Lessee to observe or perform any of the  covenants,
conditions  or  provisions  of this Lease to be observed or  performed by Lessee
other than those  referenced;  in subparagraphs  (b) and (c), above,  where such
failure  shall  continue for a period of thirty (30) days after  written  notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance  is such that more than thirty (30) days are  reasonably  required
for its  cure,  then  Lessee  shall not be  deemed  to be in  default  if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to  completion.  To the extent  permitted by law,  such thirty
(30) day notice shall  constitute the sole and exclusive  notice  required to be
given to Lessee under applicable Unlawful Detainer statutes,

          (e) (i) The  making by Lessee of any  general  arrangement  or general
assignment  for the benefit of  creditors;  (ii)  Lessee  becoming a "debtor" as
defined in 11 U.S.C.  ss.101 or any successor  statute thereto  (unless,  in the
case of a petition filed against Lessee, the same is dismissed within sixty (60)
days;  (iii) the  appointment  of a trustee or  receiver to take  possession  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days. In the event that any provision of this  paragraph  13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

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

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

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

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

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

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

     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of Base Rent,  Lessee's Share of Operating  Expense  Increase or other
sums due  hereunder  will cause Lessor to incur costs not  contemplated  by this
Lease, the exact amount of which will be extremely difficult to ascertain.  Such
costs include,  but are not limited to, processing and accounting  charges,  and
late  charges  which may be  imposed on Lessor by the terms of any  mortgage  or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall  pay to  Lessor a late  charge  equal to 6% of such  overdue  amount.  The
parties  hereby  agree that such late charge  represents  a fair and  reasonable
estimate  of the costs  Lessor  will incur by reason of late  payment by Lessee.
Acceptance  of such late charge by Lessor shall in no event  constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.



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14.  Condemnation. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease  shall  terminate  as to the part so  taken as of the date the  condemning
authority takes title or possession. whichever first occurs: provided that if is
so much of the  Premises  or the  Office  Building  Project  are  taken  by such
condemnation  as would  substantially  and  adversely  affect the  operation and
profitability  of Lessee's  business  conducted from the Premises,  Lessee shall
have the option,  to be exercised  only in writing within thirty (30) days after
Lessor shall have given Lessee  written notice of such taking (or in the absence
of such notice,  within thirty (30) days after the  condemning  authority  shall
have taken  possession),  to terminate  this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises  remaining,  except that the rent and Lessee's
Share of Operating  Expense increase shall be reduced in the proportion that the
floor area of the Premises  taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded  from the Common Areas usable by Lessee and
no  reduction  of rent shall occur with  respect  thereto or by reason  thereof.
Lessor shall have the option in its sole  discretion to terminate  this Lease as
of the taking of  possession  by the  condemning  authority,  by giving  written
notice to Lessee of such  election  within  thirty  (30) days  after  receipt of
notice of a taking by  condemnation  of any part of the  Premises  or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office  Building  Project  under the power of eminent  domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation  for diminution in value of the
leasehold  or for the  taking of the fee,  or as  severance  damages;  provided,
however,  that Lessee  shall be entitled  to any  separate  award for loss of or
damage to Lessee's trade fixtures,  removable  personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such  improvements  shall be amortized  over the original  term of this Lease
excluding any options.  In the event that this Lease is not terminated by reason
of such  condemnation,  Lessor shall to the extent of severance damages received
by Lessor  in  connection  with  such  condemnation,  repair  any  damage to the
Premises caused by such  condemnation  except to the extent that Lessee has been
reimbursed therefor by the condemning authority.  Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15.  Broker's Fee.

          (a) The brokers  involved in this  transaction are Cushman & Wakefield
of California,  Inc. as "listing  broker" and Colliers  Parrish as  "cooperating
broker,"  licensed real estate broker(s).  A "cooperating  broker" is defined as
any broker other than the listing  broker  entitled to a share of any commission
arising under this Lease.  Upon execution of this Lease by both parties,  Lessor
shall  pay to said  brokers  jointly,  or in such  separate  shares  as they may
mutually  designate  in  writing,  a fee as set  forth in a  separate  agreement
between  Lessor  and  said  broker(s),  or in the  event  there  is no  separate
agreement between Lessor and said broker(s),  the sum of $per separate agreement
for brokerage services rendered by said broker(s) to Lessor in this transaction.

         (b) Lessor further agrees that (i) if Lessee exercises any Option,  as
defined in paragraph  39.1 of this Lease,  which is granted to Lessee under this
Lease, or any subsequently  granted option which is substantially  similar to an
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to  the  Premises  or  other   premises   described  in  this  Lease  which  are
substantially  similar to what Lessee would have  acquired had an Option  herein
granted to Lessee been  exercised,  or (iii) if Lessee  remains in possession of
the Premises  after the expiration of the term of this Lease after having failed
to exercise an Option,  or (iv) if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties  pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is  increased,  whether by agreement or operation of an  escalation  clause
contained herein, then as to any of said transactions or rent increases,  Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease.  Said fee shall be paid at the
time of such increased rental is determined.

          (c)  Lessor  agrees to pay said fee not only on  behalf of Lessor  but
also on behalf of any person,  corporation,  association, or other entity having
an ownership  interest in said real property or any part thereof,  when such fee
is due  hereunder.  Any transferee of Lessor's  interest in this Lease,  whether
such  transfer is by agreement  or by operation of law,  shall be deemed to have
assumed   Lessor's   obligation  under  this  paragraph  15.  Each  listing  and
cooperating  broker shall be a third party beneficiary of the provisions of this
paragraph 15 to the extent of their  interest in any  commission  arising  under
this  Lease and may  enforce  that  right  directly  against  Lessor;  provided,
however,  that all brokers  having a right to any part of such total  commission
shall be a necessary party to any suit with respect thereto.

          (d) Lessee and Lessor  each  represent  and  warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other than
the person(s),  if any, whose names are set forth in paragraph 15(a),  above) in
connection  with the  negotiation of this Lease and/or the  consummation  of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction  and Lessee and Lessor do each hereby  indemnify  and hold the other
harmless from and against any costs, expenses,  attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker,  finder
or other similar party by reason of any dealings or actions of the  indemnifying
party.

16.  Estoppel Certificate.

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

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

          (c) If  Lessor  desires  to  finance,  refinance,  or sell the  Office
Building  Project,  or any part thereof,  Lessee hereby agrees to deliver to any
lender or purchaser  designated by Lessor such financial statements of Lessee as
may be reasonably  required by such lender or purchaser.  Such statements  shall
include  the past  three (3) years'  financial  statements  of Lessee.  All such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for': the purposes herein set forth.

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

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

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

20.  Time of Essence.  Time is of the essence with respect to the obligations to
be performed under this Lease.

21.  Additional  Rent.  Ali monetary  obligations  of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating



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                                    Page 8 of 12

<PAGE>


Expense  Increase and any other expenses  payable by Lessee  hereunder  shall be
deemed to be rent.

22.  Incorporation  of Prior  Agreements;  Amendments.  This Lease  contains all
agreements of the parties with respect to any matter mention herein. No prior or
contemporaneous  agreement or understanding  pertaining to any such matter shall
be effective:  This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification.  Except as otherwise stated in this
Lease,  Lessee hereby acknowledges that neither the real estate broker listed in
paragraph  15 hereof  nor any  cooperating  broker on this  transaction  nor the
Lessor or any  employee  or agents of any of said  persons  has made any oral or
written  warranties for  representations  to Lessee relative to the condition or
use by  Lessee  of the  Premises  or the  Office  Building  Project  and  Lessee
acknowledges that Lessee assumes all  responsibility  regarding the Occupational
Safety  Health  Act,  the legal use and  adaptability  of the  Premises  and the
compliance thereof with all applicable laws and regulations in effect during the
term of this Lease.

23.  Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by  personal  delivery or by  certified  or  registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address  noted below or  adjacent  to the  signature  of the
respective  parties,  as the case may be.  Mailed  notices shall be deemed given
upon actual  receipt at the address  required,  or forty-eight  hours  following
deposit in the mail, postage prepaid,  whichever first occurs.  Either party may
by notice to the other specify a different  address for notice purposes  [except
that upon  Lessee's  taking  possession  of the  Premises,  the  Premises  shall
constitute  Lessee's  address for notice  purposes].  [Preceding  bracketed text
stuck out in  original] A copy of all notices  required or permitted to be given
to Lessor  hereunder shall be concurrently  transmitted to such party or parties
at such addresses as Lessor may from time to time hereafter  designate by notice
to Lessee.

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

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

26.  Holding Over. If Lessee,  with Lessor's  consent,  remains in possession of
the Premises or any part thereof after the  expiration of the term hereof,  such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease  pertaining  to the  obligations  of Lessee,  except that the rent payable
shall be two  hundred  percent  (150%)  (200%) of the rent  payable  immediately
preceding the termination date of this Lease,  and all Options,  if any, granted
under the terms of this Lease  shall be deemed  terminated  and be of no further
effect during said month to month tenancy.

27.  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.

28.  Covenants  and  Conditions.  Each  provision of this Lease  performable  by
Lessee shall be deemed both a covenant and a condition,

29.  Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provision of paragraph 17,
this Lease shall bind the parties,  their personal  representatives,  successors
and  assign.  This Lease  shall be  governed  by the laws of the State where the
Office  Building  Project is located and any  litigation  concerning  this Lease
between the parties  hereto shall be initiated in the county in which the Office
Building Project is located.

30.  Subordination.

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

          (b) Lessee agrees to execute any  documents  required to effectuate an
attornment, a subordination,  or to make this Lease or any Option granted herein
prior to the lien of any mortgage,  deed of trust or ground  lease,  as the case
may be.  Lessee's  failure to execute such documents  within ten (10) days after
written demand shall constitute a material  default by Lessee hereunder  without
further  notice to Lessee or, at Lessor's  option,  Lessor  shall  execute  such
documents on behalf of Lessee as Lessee's  attorney-in-fact.  Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name,  place and stead, to execute such documents in accordance with
this paragraph 30(b).

31.  Attorneys' Fees.

     31.1 If  either  party or the  broker(s)  named  herein  bring an action to
enforce the terms hereof or declare rights  hereunder,  the prevailing  party in
any such action,  trial, or appeal thereon,  shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or  separate  suit,  and  whether or not such  action is pursued to  decision or
judgment.  The  provisions of this  paragraph  shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

     31.2 The attorneys' fee award shall not be computed in accordance  with any
court fee schedule,  but shall be such as to fully reimburse all attorneys' fees
reasonably incurred in good faith.

     31.3 Lessor or Lessee shall be entitled to reasonable  attorneys'  fees and
all other costs and expenses  incurred in the preparation and service of notices
of default and  consultations  in connection  therewith,  whether or not a legal
transaction is subsequently commenced in connection with such default.

32.  Lessor's Access.

     32.1 Lessor and Lessor's  agents shall have the right to enter the Premises
at  reasonable  times and with  resi5onable  advance  notice for the  purpose of
inspecting  the same,  performing any services  required of Lessor,  showing the
same  to  prospective  purchasers,  lenders,  or  lessees,  taking  such  safety
measures,  erecting such scaffolding or other necessary structures,  making such
alterations, repairs, improvements or additions to the Premises or to the Office
Building  Project as Lessor may  reasonably  deem necessary or desirable and the
erecting,  using and  maintaining  of  utilities,  services,  pipes and conduits
through  the  Premises  and/or  other  premises  as long as there is no material
adverse effect to Lessee's use of the Premises.  Lessor may at any time place on
or about the Premises or the  Building any ordinary  "For Sale" signs and Lessor
may at any time  during the last 120 days of the term  hereof  place on or about
the Premises any ordinary "For Lease" signs.

     32.2 All activities of Lessor  pursuant to this paragraph  shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

     32.3  Lessor  shall have the right to retain  keys to the  Premises  and to
unlock all doors in or upon the Premises other than to files,  vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means,  and any such entry shall not be deemed a forceable or unlawful  entry or
detainer of the Premises or an eviction.  Lessee  waives any charges for damages
or injuries or  interference  with  Lessee's  property or business in connection
therewith.

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



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<PAGE>


this paragraph shall constitute a material default of this Lease.

34.  Signs.  Lessee  shall not place any sign upon the  Premises  or the  Office
Building Project without Lessor's prior written consent.  Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project. Lessee the
right to install a sign In the building directory.

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

36.  Consents.  Except for  paragraphs  33  (auctions)  and 34  (signs)  hereof,
wherever  in this Lease the  consent of one party is  required  to an act of the
other party such consent shall not be unreasonably withheld or delayed.

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

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

39.  Options.

     39.1  Definition.  As used in this  paragraph  the  word  "Option"  has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to renew  this  Lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (2) the  option  of right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal  to lease  other  space  within  the  Office  Building  Project or other
property of Lessor or the right of first  offer to lease other space  within the
Office Building Project or other property of Lessor;  (3) the right or option to
purchase  the  Premises or the Office  Building  Project,  or the right of first
refusal to purchase the Premises or the Office Building  Project or the right of
first offer to purchase  the  Premises or the Office  Building  Project,  or the
right or option to  purchase  other  property  of Lessor,  or the right of first
refusal to  purchase  other  property  of Lessor or the right of first  offer to
purchase other property of Lessor.

     39.2  Options  Personal.  Each  Option  granted  to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who does so without  the  intent of  thereafter
assigning this Lease or subletting the Premises or any portion thereof,  and may
not be exercised or be assigned!,  voluntarily  or  involuntarily,  by or to any
person or entity other than  Lessee;  provided,  however,  that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options,  if any,  herein  granted to Lessee are not assignable
separate and apart from this Lease,  nor may any Option be  separated  from this
Lease in any manner, either by reservation or otherwise.

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

     39.4 Effect of Default on Options.

          (a) Lessee shall have no right to exercise an Option,  notwithstanding
any  provision  in the grant of  Option to the  contrary,  (i)  during  the time
commencing from the date Lessor gives to Lessee a notice of default  pursuant to
paragraph 13.1(c) or 13.1(d) and continuing until the  noncompliance  alleged in
said notice of default is cured, or (ii) during the period of time commencing on
the day after a  monetary  obligation  to Lessor is due from  Lessee  and unpaid
(without any necessity for notice  thereof to Lessee) and  continuing  until the
obligation  is paid, or (iii) in the event that Lessor has given to Lessee three
or more notices of default under paragraph13.(c),  or paragraph 13.1(d), whether
or not the  defaults are cured,  during the 12 month period of time  immediately
prior to the time that Lessee attempts to exercise the subject  Option,  (iv) if
Lessee has committed any non-curable breach,  including without limitation those
described in paragraph 13.1(b),  or is otherwise in default of any of the terms,
covenants or conditions of this Lease.

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

          (c) All  rights of  Lessee  under the  provisions  of an Option  shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely  exercise of the Option,  if, after such  exercise and during the term of
this Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation  of Lessee
for a period of thirty (30) days after such' obligation becomes due (without any
necessity of Lessor to give notice  thereof to Lessee),  or (ii) Lessee fails to
commence to cure a default  specified in paragraph  13.1 (d) within  thirty (30)
days after the date that Lessor gives  notice to Lessee of such  default  and/or
Lessee fails  thereafter to diligently  prosecute  said cure to  completion,  or
(iii) Lessor gives to Lessee  three or more notices of default  under  paragraph
13.1(c), or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if
Lessee has committed any non-curable breach,  including without limitation those
described in paragraph 13.1(b),  or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

40.  Security Measures - Lessor's Reservations.

     40.1  Lessee  hereby  acknowledges  that  Lessor  shall have no  obligation
whatsoever to provide guard service or other  security  measures for the benefit
of  the  Premises  or  the  Office   Building   Project.   Lessee   assumes  all
responsibility  for the protection of Lessee,  its agents,  and invitees and the
properly  of Lessee  and of  Lessee's  agents  and  invitees  from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing  security  protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

     40.2 Lessor shall have the following rights:

          (a) To  change  the  name!  address  or title of the  Office  Building
Project or building in which the Premises are located upon not less than 90 days
prior written notice;

          (b) To, at Lessee's  expense,  provide and install  Building  standard
graphics on the door of the  Premises  and such  portions of the Common Areas as
Lessor shall reasonably deem appropriate;

          (c) To permit any lessee the  exclusive  right to conduct any business
as long as such  exclusive  does not conflict  with any rights  expressly  given
herein;

          (d) To place such  signs,  notices or  displays  as Lessor  reasonably
deems  necessary or advisable  upon the roof,  exterior of the  buildings or the
Office Building Project or on pole sighs in the Common Areas;

     40.3 Lessee shall not:

          (a) Use a  representation  (photographic or otherwise) of the Building
or the Office  Building  Project or their  name(s) in  connection  with Lessee's
business;

          (b) Suffer or permit anyone, except in emergency,  to go upon the roof
of the Building.

41.  Easements.

     41.1 Lessor reserves to itself the right,  from time to time, to grant such
easements,  rights and dedications that Lessor deems necessary or desirable, and
to cause  the  recordation  of  Parcel  Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned  documents  upon  request  of Lessor  and  failure to do so shall
constitute  a  material  default of this  Lease by Lessee  without  the need for
further notice to Lessee.

     41.2 The  obstruction  of Lessee's  view,  air,  or light by any  structure
erected in the  vicinity of the  Building,  whether by Lessor or third  parties,
shall in no way affect this Lease or impose any liability upon Lessor.

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



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                                     Page 10 of 12

<PAGE>

much thereof as it was not legally  required to pay under the provisions of this
Lease.

43.  Authority.  If  Lessee is a  corporation,  trust,  or  general  or  limited
partnership,  Lessee, and each individual executing this Lease on behalf of such
entity  represent and warrant that such individual is duly authorized to execute
and deliver  this Lease on behalf of said  entity.  If Lessee is a  corporation,
trust or partnership,  Lessee shall,  within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44.  Conflict. Any conflict between the printed provisions,  Exhibits or Addenda
of this Lease and the  typewritten or handwritten  provisions,  if any, shall be
controlled by the typewritten or handwritten provisions,

45.  No  Offer.  Preparation  of this  Lease by  Lessor  or  Lessor's  agent and
submission  of same to  Lessee  shall not be deemed an offer to Lessee to lease.
This Lease shall become  binding upon Lessor and Lessee only when fully executed
by both parties.

46.  Lender Modification. Lessee agrees to make such reasonable modifications to
this  Lease  as  may  be  reasonably  required  by an  institutional  lender  in
connection  with the obtaining of normal  financing or refinancing of the Office
Building Project.

47.  Multiple  Parties.  If more  than one  person  or entity is named as either
Lessor or Lessee herein,  except as otherwise  expressly  provided  herein,  the
obligations  of the  Lessor or  Lessee  herein  shall be the  joint and  several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48.  Work Letter. This Lease is supplemented by that certain Work Letter of even
date  executed  by  Lessor  and  Lessee,  attached  hereto  as  Exhibit  C,  and
incorporated herein by this reference.

49.  Attachments. Attached hereto are the following documents which constitute a
part of this Lease: Exhibits A, B and C.

50.  Rent, Lessee shall pay to the Lessor the base monthly rent as follows:

Months 1-12:  $8,968
Months 13-24:  $9,237
Months 25-57:  $9,514
Months 38-48:  $9,799

51.  Security Deposit: If Lessee is in default under this Lease: more than three
(3) times within any  twelve-month  period,  irrespective of whether or not such
default is cured,  then,  without limiting  Landlord's other rights and remedies
provided  for in this Lease,  or at law or equity,  the Security  Deposit  shall
automatically be increased by an amount equal to the greater of:

          a. Three (3) times the original Security Deposit, or:

          b. Three (3) months  Minimum  Rent,  which  shall be paid by Lessee to
Lessor forthwith on demand.

52.  Tenant Improvements: Lessor will replace the carpet, install a sink, demise
an existing  storage  room into a kitchen and a network  room,  add five private
offices and a conference  room per the  attached  Exhibit A. Lessee shall pay up
front for the  construction  costs  associated with building the conference room
and one private office outlined in red on the attached Exhibit A.

53.  After hours HVAC: The after-hours charge for HVAC is $30,00 an hour.

54.  Additional  Security Deposit:  In the event the Lessee is not in default of
the lease in the first twelve (12) months of the lease term then $9,237 shall be
credited toward the thirteenth (13) month of the rental obligation. In the event
the Lessee is not in default of the lease in the first  twenty-four  (24) months
of the lease term then $9,514 of the security  deposit shall be credited  toward
the twenty-fifth (25) month of the rental obligation. In the event the Lessee is
not in default  of the lease in the first  thirty-six  (36)  months of the lease
term, then $9,799 shall be credited towards the thirty-seventh (37) month of the
rental obligation.

55.  Notwithstanding the language in No. 5, the following exception is agreed to
by Landlord:  Two months of the security deposit $19,598, shall bear interest at
4% until  the 13th  month,  then the  remaining  balance  of $9,799  shall  bear
interest at 4% until the 24th month.  After the 24th month, the remaining $9,299
shall bear  interest  at 4% until the 36th month.  The  balance of the  deposit,
$9,799, shall not bear interest.

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

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

          LESSOR                                        LESSEE

Don Pearlman Joint Venture Six                   Pawnbroker.Com, Inc.

                                                 Neil McElwee
----------------------------------               -------------------------------

By -------------------------------               By /s/ Neil McElwee
                                                    ----------------------------
Its  Don Pearlman, Partner                       Its CEO
     -----------------------------                   ---------------------------



By -------------------------------               By /s/ William Galine
                                                    ----------------------------

Its                                              Its William Galine
     -----------------------------                   ---------------------------
                                                     Vice-President




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                                     Page 11 of 12

<PAGE>


                              STANDARD OFFICE LEASE

                                   FLOOR PLAN



                         [GRAPHIC OF OFFICE FLOOR PLAN]











                                   EXHIBIT A








(c)1984 - American Industrial      FULL SERVICE-GROSS               Initials: NM
Real Estate Association                 REVISED                               WG

<PAGE>

                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

Dated: December 2, 1999

By and Between Don Pearlman Joint Venture Six as Lessor and Pawnbroker.Com, Inc.
as Lessee

                                  GENERAL RULES

1.  Lessee  shall not suffer or permit  the  obstruction  of any  Common  Areas,
including driveways, walkways and stairways.

2. Lessor  reserves  the right to refuse  access to any  persons  Lessor in good
faith judges to be a threat to the safety, reputation, or property of the office
Building Project and its occupants.

3.  Lessee  shall not make or permit any noise or odors that annoy or  interfere
with other  lessees  or  persons  having  business  within  the Office  Building
Project.

4. Lessee shall not keep animals or birds  within the Office  Building  Project,
and shall not bring  bicycles,  motorcycles  or other  vehicles  into  areas not
designated as authorized for same.

5.  Lessee  shall  not  make,  suffer or  permit  litter  except in  appropriate
receptacles for that purpose.

6. Lessee shall not alter any lock or install new or additional locks or bolts.

7. Lessee shall be responsible  for the  inappropriate  use of any toilet rooms,
plumbing  or  other  utilities.  No  foreign  substances  of any  kind are to be
inserted therein.

8.  Lessee  shall not deface  the walls,  partitions  or other  surfaces  of the
Premises or Office Building Project.

9.  Lessee  shall not suffer or permit  anything  in or around the  Premises  or
Building  that causes  excessive  vibration or floor  loading in any part of the
Office Building Project.

10. Furniture,  significant  freight and equipment shall be moved into or out of
the building only with the Lessor's  knowledge and consent,  and subject to such
reasonable  limitations,  techniques and timing, as may be designated by Lessor.
Lessee  shall be  responsible  for any  damage to the  Office  Building  Project
arising from any such activity.

11. Lessee shall not employ any service or contractor for services or work to be
performed in the Building, except as approved by Lessor.

12.  Lessor  reserves  the right to close and lock the  Building  on  Saturdays,
Sundays and legal holidays, and on other days between the hours of 7:00 P.M. and
7:00 A.M. of the following day. If Lessee uses the Premises during such periods,
Lessee shall be  responsible  for securely  locking any doors it may have opened
for entry.

13. Lessee shall return all keys at the  termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades or awnings shall be installed or used by Lessee.

15. No Lessee, employee or invitee shall go upon the roof of the Building.

16. Lessee shall not suffer or permit  smoking or carrying of lighted  cigars or
cigarettes   in  areas   reasonably   designated  by  Lessor  or  by  applicable
governmental agencies as non-smokihg areas.

17. Lessee shall not use any method of heating or air conditioning other than as
provided by Lessor.

18. Lessee shall not install,  maintain or operate any vending machines upon the
Premises without Lessor's written consent.

19. The Premises shall not be used for lodging or manufacturing, cooking or food
preparation. Lessee has the right to use a refrigeraator,  microwave, and coffee
machine for use by employees.

20.  Lessee  shall  comply  with all  safety,  fire  protection  and  evacuation
regulations established by Lessor or any applicable governmental agency.

21.  Lessor  reserves the right to waive any one of these rules or  regulations,
and/or as to any particular  Lessee,  and any such waiver shall not constitute a
waiver of any other rule or regulation or any subsequent  application thereof to
such Lessee.

22.  Lessee  assumes  all risks from theft or  vandalism  and agrees to keep its
Premises locked as may be required.

23.  Lessor  reserves  the  right  to  make  such  other  reasonable  rules  and
regulations  as it may from  time to time  deem  necessary  for the  appropriate
operation and safety of the Office  Building  Project and it  occupants.  Lessee
agrees to abide by these and such rules and regulations.

                                  PARKING RULES

1. Parking areas s hall be used only for parking by vehicles no longer than full
size,  passenger  automobiles herein called "Permitted Size Vehicles."  Vehicles
other  than  Permitted  Size  Vehicles  are  herein  referred  to as  "Oversized
Vehicles."

2.  Lessee  shall  not  permit  or allow  any  vehicles  that  belong  to or are
controlled by Lessee or Lessee's employees,  suppliers,  shippers, customers, or
invitees to be loaded,  unloaded, or parked in areas other than those designated
by Lessor for such activities.

3. Parking  stickers or  identification  devices shall be the property of Lessor
and be returned to Lessor by the holder thereof upon termination of the holder's
parking  privileges.  Lessee will pay such  replacement  charge as is reasonably
established by Lessor for the loss of such devices.

4.  Lessor  reserves  the right to  refuse  the sale of  monthly  identification
devices  to any  person or entity  that  willfully  refuses  to comply  with the
applicable rules, regulations, laws and/or agreements.

5. Lessor  reserves the right,  to relocate all or a part of parking spaces from
floor to  floor,  within  one  floor,  and/or  to  reasonably  adjacent  offsite
location(s),  and to reasonably  allocate them between compact and standard size
spaces,  as long as the same  complies  with  applicable  laws,  ordinances  and
regulations.

6. Users of the  parking  area will obey all  posted  signs and park only in the
areas designated for vehicle parking.

7. Unless otherwise instructed,  every person using the parking area is required
to park and lock his own vehicle.  Lessor will not be responsible for any damage
to  vehicles,  injury to persons  or loss of  property,  all of which  risks are
assumed by the party using the parking area.

8.  Validation,  if  established,  will be  permissible  only by such  method or
methods  as  Lessor  and/or  its  licensee  may  establish  at  rates  generally
applicable to visitor parking.

9. The  maintenance,  washing,  waxing or  cleaning  of  vehicles in the parking
structure or Common Areas is prohibited.

10. Lessee shall be responsible for seeing that all of its employees, agents and
invitees  comply  with  the  applicable  parking  rules,  regulations,  laws and
agreements.

11.  Lessor  reserves  the  right,to  modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

12. Such parking use as is herein  provided is intended merely as a license only
and no ballment is intended or shall be created hereby.



                                   EXHIBIT B



(c)1984 - American Industrial      FULL SERVICE-GROSS               Initials: NM
Real Estate Association                 REVISED                               WG
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