EXHIBIT 10(A)

                         STANDARD INDUSTRIAL/COMMERCIAL
                           MULTI-TENANT LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Provisions ("Basic Provisions").

1.1 Parties:  This Lease  ("Lease") , dated for reference  purposes only May 15,
2001 , is made by and between  Glenoaks  Business Park  ("Lessor") and ESSXsport
Corporation (A Nevada Corporation)  ("Lessee"),  (collectively the "Parties", or
individually a "Party").

1.2(a)  Premises:  That  certain  portion of the  Project  (as  defined  below),
including all  improvements  therein or to be provided by Lessor under the terms
of this Lease, commonly known by the street address of 9812-9814 Glenoaks Blvd.,
located in the City of Sun Valley , County of Los Angeles , State of  California
with zip code 91352 , as outlined on Exhibit ------ attached hereto ("Premises")
and generally  described as (describe  briefly the nature of the  Premises):  An
approximate   7,200  square  foot  industrial  unit  situated  within  a  larger
multi-tenant building.

 .In addition to Lessee's  rights to use and occupy the  Premises as  hereinafter
specified,  Lessee  shall  have  non-exclusive  rights to the  Common  Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights  to the  roof,  exterior  walls  or  utility  raceways  of  the  building
containing the Premises  ("Building")  or to any other buildings in the Project.
The  Premises,  the  Building,  the Common  Areas,  the land upon which they are
located,  along with all other buildings and  improvements  thereon,  are herein
collectively referred to as the "Project." (See also Paragraph 2.)

1.2(b)  Parking:  fourteen (14) unreserved  vehicle parking spaces  ("Unreserved
Parking  Spaces");  and -0- reserved vehicle parking spaces  ("Reserved  Parking
Spaces"). (See also Paragraph 2.6.)

1.3 Term:  three years and 0 months  ("Original  Term")  commencing July 1, 2001
("Commencement  Date") and ending June 30, 2004 ("Expiration  Date").  (See also
Paragraph 3.)

1.4 Early Possession:N/A ("Early Possession Date"). (See also Paragraphs 3.2 and
3.3.)

1.5 Base Rent: $ 4,200.00 per month ("Base  Rent"),  payable on the first day of
each month commencing July 1, 2001 . (See also Paragraph 4.)

[ ]If this box is checked,  there are provisions in this Lease for the Base Rent
to be adjusted.

1.6 Lessee's Share of Common Area Operating Expenses:  six point eight percent (
6.8 %) ("Lessee's Share").

1.7 Base Rent and Other Monies Paid Upon Execution:

(a) Base Rent: $ 4,200.00 for the period July 2001 .

(b) Common Area Operating  Expenses:  $ 252.00 for the period Estimated for June
2001 .

(c) Security Deposit: $ 4,200.00 ("Security Deposit"). (See also Paragraph 5.)

(d) Other: $ 2,400.00 for Balance of Security Deposit .

(e) Total Due Upon Execution of this Lease: $ 6,852.00 .

1.8 Agreed Use:  General  office  manufacturing  warehouse and  distribution  of
sports equipment and other related uses. (See also Paragraph 6.)

1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8.)

1.10 Real Estate Brokers: (See also Paragraph 15.)

(a)  Representation:  The  following  real estate  brokers (the  "Brokers")  and
brokerage relationships exist in this transaction (check applicable boxes):

[ ]represents Lessor exclusively ("Lessor's Broker");

[ ]represents Lessee exclusively ("Lessee's Broker"); or

[ ]TOLD  Partners Inc. - Ron Berndt / William Kogel  represents  both Lessor and
Lessee ("Dual Agency").

(b)  Payment to  Brokers:  Upon  execution  and  delivery  of this Lease by both
Parties,  Lessor  shall pay to the  Brokers  the  brokerage  fee  agreed to in a
separate  written  agreement (or if there is no such  agreement,  the sum of per
agreement or ----- % of the total Base Rent for the brokerage  services rendered
by the Brokers).

1.11  Guarantor.  The  obligations  of the  Lessee  under  this  Lease are to be
guaranteed by N/A ("Guarantor"). (See also Paragraph 37.)

1.12 Addenda and Exhibits.  Attached hereto is an Addendum or Addenda consisting
of  Paragraphs  50  through  60 and  Exhibits  -0-  through  -0- , all of  which
constitute a part of this Lease.

2. Premises.

2.1 Letting.  Lessor  hereby  leases to Lessee,  and Lessee  hereby  leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement  of size set forth in this Lease,  or that may have been
used in  calculating  Rent,  is an  approximation  which  the  Parties  agree is
reasonable and any payments based thereon are not subject to revision whether or
not the actual size is more or less.

2.2  Condition.  Lessor shall  deliver  that  portion of the Premises  contained
within the  Building  ("Unit")  to Lessee  broom clean and free of debris on the
Commencement  Date or the Early Possession Date,  whichever first occurs ("Start
Date"),  and, so long as the required service  contracts  described in Paragraph
7.1(b) below are obtained by Lessee and in effect within  thirty days  following
the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting,  heating,  ventilating and air conditioning systems ("HVAC"),  loading
doors,  if any,  and all other  such  elements  in the Unit,  other  than  those
constructed  by Lessee,  shall be in good  operating  condition on said date and
that the  structural  elements of the roof,  bearing walls and foundation of the
Unit shall be free of material defects.  If a non-compliance  with such warranty
exists as of the Start Date, or if one of such systems or elements should

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malfunction or fail within the  appropriate  warranty  period,  Lessor shall, as
Lessor's  sole  obligation  with  respect to such  matter,  except as  otherwise
provided in this Lease,  promptly  after  receipt of written  notice from Lessee
setting  forth with  specificity  the nature and extent of such  non-compliance,
malfunction or failure,  rectify same at Lessor's expense.  The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to
the  remaining  systems and other  elements of the Unit. If Lessee does not give
Lessor the required notice within the appropriate warranty period, correction of
any such  non-compliance,  malfunction  or failure  shall be the  obligation  of
Lessee at  Lessee's  sole cost and  expense  (except for the repairs to the fire
sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).

2.3 Compliance.  Lessor  warrants that the  improvements on the Premises and the
Common Areas comply with the building codes that were in effect at the time that
each such improvement,  or portion thereof,  was constructed,  and also with all
applicable  laws,  covenants  or  restrictions  of  record,   regulations,   and
ordinances  in  effect  on the  Start  Date  ("Applicable  Requirements").  Said
warranty  does not apply to the use to which  Lessee will put the Premises or to
any Alterations or Utility  Installations (as defined in Paragraph 7.3(a).) made
or to be made by Lessee.  NOTE: Lessee is responsible for determining whether or
not the zoning is appropriate for Lessee's  intended use, and acknowledges  that
past uses of the  Premises  may no longer be  allowed.  If the  Premises  do not
comply with said warranty, Lessor shall, except as otherwise provided,  promptly
after receipt of written notice from Lessee setting forth with  specificity  the
nature and extent of such non-compliance,  rectify the same at Lessor's expense.
If Lessee  does not give Lessor  written  notice of a  non-compliance  with this
warranty  within  6  months  following  the  Start  Date,   correction  of  that
non-compliance  shall be the  obligation  of  Lessee at  Lessee's  sole cost and
expense.  If the Applicable  Requirements are hereafter changed so as to require
during  the  term  of  this  Lease  the  construction  of an  addition  to or an
alteration  of the  Unit,  Premises  and/or  Building,  the  remediation  of any
Hazardous Substance,  or the reinforcement or other physical modification of the
Unit, Premises and/or Building ("Capital Expenditure"),  Lessor and Lessee shall
allocate the cost of such work as follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required
as a result of the specific and unique use of the Premises by Lessee as compared
with uses by tenants in general,  Lessee shall be fully responsible for the cost
thereof, provided,  however, that if such Capital Expenditure is required during
the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent,
Lessee may instead  terminate  this Lease  unless  Lessor  notifies  Lessee,  in
writing, within 10 days after receipt of Lessee's termination notice that Lessor
has elected to pay the difference between the actual cost thereof and the amount
equal to 6  months'  Base  Rent.  If Lessee  elects  termination,  Lessee  shall
immediately   cease  the  use  of  the  Premises  which  requires  such  Capital
Expenditure and deliver to Lessor written notice  specifying a termination  date
at least 90 days thereafter.  Such termination date shall,  however, in no event
be earlier  than the last day that Lessee  could  legally  utilize the  Premises
without commencing such Capital Expenditure.

(b) If such Capital Expenditure is not the result of the specific and unique use
of  the  Premises  by  Lessee   (such  as,   governmentally   mandated   seismic
modifications),  then Lessor and Lessee shall allocate the obligation to pay for
the portion of such costs  reasonably  attributable to the Premises  pursuant to
the formula set out in Paragraph 7.1(d); provided, however, that if such Capital
Expenditure  is  required  during  the last 2 years of this  Lease or if  Lessor
reasonably  determines  that it is not  economically  feasible  to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior
written notice to Lessee unless Lessee notifies  Lessor,  in writing,  within 10
days after receipt of Lessor's  termination notice that Lessee will pay for such
Capital Expenditure.  If Lessor does not elect to terminate, and fails to tender
its share of any such  Capital  Expenditure,  Lessee may advance  such funds and
deduct same,  with  Interest,  from Rent until Lessor's share of such costs have
been  fully  paid.  If Lessee is unable to  finance  Lessor's  share,  or if the
balance  of the Rent due and  payable  for the  remainder  of this  Lease is not
sufficient to fully reimburse  Lessee on an offset basis,  Lessee shall have the
right toterminate this Lease upon 30 days written notice to Lessor.

(c)  Notwithstanding the above, the provisions  concerning Capital  Expenditures
are  intended to apply only to  non-voluntary,  unexpected,  and new  Applicable
Requirements.  If the Capital  Expenditures are instead triggered by Lessee as a
result of an actual or proposed  change in use,  change in  intensity of use, or
modification  to the  Premises  then,  and in that event,  Lessee shall be fully
responsible  for the cost  thereof,  and  Lessee  shall  not  have any  right to
terminate this Lease.

2.4  Acknowledgements.  Lessee  acknowledges  that:  (a) it has been  advised by
Lessor  and/or  Brokers to satisfy  itself with respect to the  condition of the
Premises  (including but not limited to the electrical,  HVAC and fire sprinkler
systems,  security,   environmental  aspects,  and  compliance  with  Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's  intended  use,  (b)  Lessee  has made such  investigation  as it deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its  occupancy of the  Premises,  and (c) neither  Lessor,
Lessor's agents,  nor Brokers have made any oral or written  representations  or
warranties  with respect to said matters  other than as set forth in this Lease.
In addition, Lessor acknowledges that: (i) Brokers have made no representations,
promises  or  warranties  concerning  Lessee's  ability  to honor  the  Lease or
suitability to occupy the Premises,  and (ii) it is Lessor's sole responsibility
to  investigate  the financial  capability  and/or  suitability  of all proposed
tenants.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2
shall be of no force or effect if immediately prior to the Start Date Lessee was
the  owner  or  occupant  of the  Premises.  In  such  event,  Lessee  shall  be
responsible for any necessary corrective work.

2.6 Vehicle  Parking.  Lessee shall be entitled to use the number of  Unreserved
Parking  Spaces and Reserved  Parking  Spaces  specified in Paragraph  1.2(b) on
those  portions of the Common Areas  designated  from time to time by Lessor for
parking. Lessee shall not use more parking spaces than said number. Said parking
spaces shall be used for parking by vehicles no larger than full-size  passenger
automobiles or pick-up trucks,  herein called  "Permitted Size Vehicles." Lessor
may  regulate  the loading  and  unloading  of  vehicles  by adopting  Rules and
Regulations  as provided in Paragraph 2.9. No vehicles other than Permitted Size
Vehicles may be parked in the Common Area without the prior  written  permission
of Lessor.

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

(b) Lessee shall not service or store any vehicles in the Common Areas.

(c) If Lessee  permits or allows any of the prohibited  activities  described in
this  Paragraph  2.6,  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.

2.7 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
Project and interior utility raceways and installations within the Unit that are
provided  and  designated  by the  Lessor  from  time  to time  for the  general
non-exclusive  use of Lessor,  Lessee and other tenants of the Project and their
respective employees, suppliers, shippers, customers,  contractors and invitees,
including  parking areas,  loading and unloading areas,  trash areas,  roadways,
walkways, driveways and landscaped areas.

2.8 Common Areas - Lessee's Rights.  Lessor grants to Lessee, for the benefit of
Lessee  and its  employees,  suppliers,  shippers,  contractors,  customers  and
invitees,  during the term of this  Lease,  the  non-exclusive  right to use, in
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time, subject to any rights,  powers, and privileges  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions  governing the use of the Project. Under no circumstances shall the
right  herein  granted to use the Common Areas be deemed to include the right to
store any property,  temporarily or permanently,  in the Common Areas.  Any such
storage  shall be  permitted  only by the  prior  written  consent  of Lessor or
Lessor's  designated  agent,  which  consent may be revoked at any time.  In the
event that any  unauthorized  storage  shall  occur,  then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor.

2.9 Common  Areas - Rules and  Regulations.  Lessor or such other  person(s)  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 establish,  modify,  amend
and enforce  reasonable rules and regulations  ("Rules and Regulations") for the
management,  safety,  care,  and  cleanliness  of the  grounds,  the parking and
unloading of vehicles  and the  preservation  of good order,  as well as for the
convenience  of other  occupants  or tenants of the Building and the Project and
their  invitees.  Lessee  agrees to abide by and  conform  to all such Rules and
Regulations,  and  to  cause  its  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to  so  abide  and  conform.  Lessor  shall  not  be
responsible to Lessee for the non-compliance  with said Rules and Regulations by
other tenants of the Project.

2.10 Common  Areas - Changes.  Lessor  shall have the right,  in  Lessor's  sole
discretion, from time to time:

(a) To make changes to the Common Areas, including, without limitation,  changes
in the location, size, shape and number of driveways, entrances, parking spaces,
parking  areas,  loading and  unloading  areas,  ingress,  egress,  direction of
traffic, landscaped areas, walkways and utility raceways;

(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 outside the  boundaries of the Project to be a part
of the Common Areas;

(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 Project, or any portion thereof; and

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

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease
are as specified in Paragraph 1.3.

3.2 Early Possession. If Lessee totally or partially occupies the Premises prior
to the  Commencement  Date,  the obligation to pay Base Rent shall be abated for
the period of such early  possession.  All other terms of this Lease  (including
but not  limited  to the  obligations  to pay  Lessee's  Share  of  Common  Area
Operating  Expenses,  Real Property Taxes and insurance premiums and to maintain
the Premises) shall,  however,  be in effect during such period.  Any such early
possession shall not affect the Expiration Date.

3.3 Delay In Possession.  Lessor agrees to use its best commercially  reasonable
efforts to deliver  possession  of the  Premises  to Lessee by the  Commencement
Date.  If,  despite  said  efforts,  Lessor is unable to deliver  possession  as
agreed,  Lessor shall not be subject to any liability  therefor,  nor shall such
failure  affect the  validity  of this  Lease.  Lessee  shall not,  however,  be
obligated  to pay Rent or  perform  its  other  obligations  until  it  receives
possession of the Premises.  If possession is not delivered within 60 days after
the Commencement Date, Lessee may, at its option, by notice in writing within 10
days after the end of such 60 day period,  cancel this Lease, in which event the
Parties  shall be discharged  from all  obligations  hereunder.  If such written
notice is not received by Lessor  within said 10 day period,  Lessee's  right to
cancel shall  terminate.  Except as otherwise  provided,  if  possession  is not
tendered to Lessee by the Start Date and Lessee does not  terminate  this Lease,
as aforesaid,  any period of rent  abatement  that Lessee would  otherwise  have
enjoyed  shall run from the date of delivery of  possession  and  continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof,
but  minus any days of delay  caused  by the acts or  omissions  of  Lessee.  If
possession  of  the  Premises  is  not  delivered  within  4  months  after  the
Commencement  Date,  this Lease shall  terminate  unless  other  agreements  are
reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance.  Lessor shall not be required to tender possession of the
Premises to Lessee until Lessee complies with its obligation to provide evidence
of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be
required to perform all of its  obligations  under this Lease from and after the
Start Date, including the payment of Rent,  notwithstanding Lessor's election to
withhold  possession pending receipt of such evidence of insurance.  Further, if
Lessee is required to perform any other  conditions  prior to or concurrent with
the Start  Date,  the Start  Date shall  occur but Lessor may elect to  withhold
possession until such conditions are satisfied.

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4. Rent.

4.1. Rent Defined.  All monetary obligations of Lessee to Lessor under the terms
of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 Common Area Operating  Expenses.  Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent,  Lessee's Share (as specified in Paragraph
1.6.) of all Common Area Operating Expenses, as hereinafter defined, during each
calendar  year of the term of this  Lease,  in  accordance  with  the  following
provisions:

(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as
all costs  incurred by Lessor  relating to the  ownership  and  operation of the
Project, including, but not limited to, the following:

(i) The  operation,  repair  and  maintenance,  in neat,  clean,  good order and
condition, but not the replacement (see subparagraph (e)), of the following:

(aa) The Common Areas and Common Area  improvements,  including  parking  areas,
loading  and  unloading  areas,  trash  areas,  roadways,   parkways,  walkways,
driveways,  landscaped areas, bumpers,  irrigation systems, Common Area lighting
facilities, fences and gates, elevators, roofs, and roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire sprinkler systems.

(ii) The cost of water,  gas,  electricity  and  telephone to service the Common
Areas and any utilities not separately metered.

(iii) Trash  disposal,  pest control  services,  property  management,  security
services, and the costs of any environmental inspections.

(iv) Reserves set aside for maintenance and repair of Common Areas.

(v) Any  increase  above the Base Real  Property  Taxes (as defined in Paragraph
10).

(vi) Any "Insurance Cost Increase" (as defined in Paragraph 8).

(vii) Any deductible  portion of an insured loss  concerning the Building or the
Common Areas.

(viii) The cost of any Capital  Expenditure  to the  Building or the Project not
covered under the  provisions of Paragraph  2.3 provided;  however,  that Lessor
shall  allocate the cost of any such Capital  Expenditure  over a 12 year period
and Lessee shall not be required to pay more than  Lessee's  Share of 1/144th of
the cost of such Capital Expenditure in any given month.

(ix) Any other  services to be provided by Lessor that are stated  elsewhere  in
this Lease to be a Common Area Operating Expense.

(b) Any  Common  Area  Operating  Expenses  and  Real  Property  Taxes  that are
specifically  attributable to the Unit, the Building or to any other building in
the  Project or to the  operation,  repair  and  maintenance  thereof,  shall be
allocated  entirely to such Unit,  Building,  or other  building.  However,  any
Common Area Operating Expenses and Real Property Taxes that are not specifically
attributable  to the  Building  or to any other  building  or to the  operation,
repair and maintenance  thereof,  shall be equitably  allocated by Lessor to all
buildings in the Project.

(c) The  inclusion  of the  improvements,  facilities  and services set forth in
Subparagraph  4.2(a) shall not be deemed to impose an obligation  upon Lessor to
either have said  improvements or facilities or to provide those services unless
the Project  already has the same,  Lessor  already  provides the  services,  or
Lessor has agreed elsewhere in this Lease to provide the same or some of them.

(d) Lessee's Share of Common Area Operating  Expenses shall be payable by Lessee
within 10 days after a  reasonably  detailed  statement  of actual  expenses  is
presented to Lessee. At Lessor's option,  however, an amount may be estimated by
Lessor  from time to time of  Lessee's  Share of annual  Common  Area  Operating
Expenses  and the same shall be payable  monthly or  quarterly,  as Lessor shall
designate, during each 12 month period of the Lease term, on the same day as the
Base Rent is due hereunder.  Lessor shall deliver to Lessee within 60 days after
the  expiration of each calendar year a reasonably  detailed  statement  showing
Lessee's Share of the actual Common Area Operating  Expenses incurred during the
preceding  year. If Lessee's  payments  under this  Paragraph  4.2(d) during the
preceding  year exceed  Lessee's  Share as indicated on such  statement,  Lessor
shall credit the amount of such  over-payment  against  Lessee's Share of Common
Area  Operating  Expenses  next becoming  due. If Lessee's  payments  under this
Paragraph  4.2(d)  during the preceding  year were less than  Lessee's  Share as
indicated  on such  statement,  Lessee  shall  pay to Lessor  the  amount of the
deficiency within 10 days after delivery by Lessor to Lessee of the statement.

(e) When a capital component such as the roof, foundations,  exterior walls or a
Common Area  capital  improvement,  such as the  parking lot paving,  elevators,
fences,  etc. requires  replacement,  rather than repair or maintenance,  Lessor
shall, at Lessor's expense,  be responsible for such replacement.  Such expenses
and/or costs are not Common Area Operating Expenses.

4.3  Payment.  Lessee  shall  cause  payment of Rent to be received by Lessor in
lawful  money of the  United  States,  without  offset or  deduction  (except as
specifically  permitted in this Lease), on or before the day on which it is due.
Rent for any  period  during  the term  hereof  which is for less  than one full
calendar  month shall be prorated  based upon the actual  number of days of said
month.

Payment of Rent shall be made to Lessor at its address  stated herein or to such
other  persons or place as Lessor may from time to time  designate  in  writing.
Acceptance  of a payment  which is less than the amount  then due shall not be a
waiver of Lessor's  rights to the balance of such Rent,  regardless  of Lessor's
endorsement  of any check so  stating.  In the event that any check,  draft,  or
other  instrument  of payment  given by Lessee to Lessor is  dishonored  for any
reason, Lessee agrees to pay to Lessor the sum of $25.

5. Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the
Security  Deposit  as  security  for  Lessee's   faithful   performance  of  its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this  Lease,  Lessor may use,  apply or retain all or any  portion of said
Security  Deposit  for the payment of any amount due Lessor or to  reimburse  or
compensate  Lessor for any liability,  expense,  loss or damage which Lessor may
suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
of the  Security  Deposit,  Lessee shall  within 10 days after  written  request
therefor deposit monies with Lessor  sufficient to restore said Security Deposit
to the full amount required by this Lease. If the Base Rent increases during the
term of this Lease,  Lessee  shall,  upon written  request from Lessor,  deposit
additional  monies with Lessor so that the total amount of the Security  Deposit
shall at all times bear the same  proportion to the  increased  Base Rent as the
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended to accommodate a material change in the business of

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Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to
increase the Security Deposit to the extent  necessary,  in Lessor's  reasonable
judgment,  to account  for any  increased  wear and tear that the  Premises  may
suffer as a result thereof.  If a change in control of Lessee occurs during this
Lease and  following  such  change  the  financial  condition  of Lessee  is, in
Lessor's reasonable judgment,  significantly reduced,  Lessee shall deposit such
additional  monies  with  Lessor as shall be  sufficient  to cause the  Security
Deposit  to be at a  commercially  reasonable  level  based  on such  change  in
financial  condition.  Lessor shall not be required to keep the Security Deposit
separate  from its  general  accounts.  Within 14 days after the  expiration  or
termination of this Lease,  if Lessor elects to apply the Security  Deposit only
to unpaid  Rent,  and  otherwise  within 30 days  after the  Premises  have been
vacated pursuant to Paragraph 7.4(c) below,  Lessor shall return that portion of
the  Security  Deposit  not used or applied by Lessor.  No part of the  Security
Deposit  shall be  considered  to be held in trust,  to bear  interest  or to be
prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

6.1 Use.  Lessee shall use and occupy the  Premises  only for the Agreed Use, or
any other legal use which is  reasonably  comparable  thereto,  and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner that
is unlawful,  creates damage, waste or a nuisance, or that disturbs occupants of
or  causes  damage to  neighboring  premises  or  properties.  Lessor  shall not
unreasonably  withhold  or  delay  its  consent  to any  written  request  for a
modification  of the  Agreed  Use,  so long as the  same  will  not  impair  the
structural  integrity of the  improvements  on the Premises or the mechanical or
electrical  systems therein,  and/or is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after
such request give written  notification  of same,  which notice shall include an
explanation of Lessor's objections to the change in the Agreed Use.

6.2 Hazardous Substances.

(a) Reportable Uses Require Consent.  The term "Hazardous  Substance" as used in
this Lease shall mean any  product,  substance,  or waste whose  presence,  use,
manufacture,  disposal,  transportation,  or  release,  either  by  itself or in
combination with other materials expected to be on the Premises,  is either: (i)
potentially  injurious to the public health,  safety or welfare, the environment
or the Premises,  (ii) regulated or monitored by any governmental  authority, or
(iii) a basis for potential  liability of Lessor to any  governmental  agency or
third  party  under any  applicable  statute  or common  law  theory.  Hazardous
Substances  shall  include,  but not be  limited  to,  hydrocarbons,  petroleum,
gasoline,  and/or crude oil or any products,  by-products or fractions  thereof.
Lessee shall not engage in any activity in or on the Premises which  constitutes
a  Reportable  Use of Hazardous  Substances  without the express  prior  written
consent  of  Lessor  and  timely  compliance  (at  Lessee's  expense)  with  all
Applicable Requirements. "Reportable Use" shall mean (i) the installation or use
of any above or below ground  storage  tank,  (ii) the  generation,  possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit  from,  or with  respect  to which a report,  notice,  registration  or
business plan is required to be filed with, any governmental  authority,  and/or
(iii) the  presence at the  Premises of a Hazardous  Substance  with  respect to
which any  Applicable  Requirements  requires  that a notice be given to persons
entering or occupying the Premises or  neighboring  properties.  Notwithstanding
the foregoing,  Lessee may use any ordinary and customary  materials  reasonably
required to be used in the normal  course of the Agreed Use, so long as such use
is in compliance with all Applicable Requirements,  is not a Reportable Use, and
does not expose the Premises or neighboring  property to any meaningful  risk of
contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may  condition  its consent to any  Reportable  Use upon  receiving  such
additional  assurances as Lessor  reasonably  deems necessary to protect itself,
the public, the Premises and/or the environment  against damage,  contamination,
injury and/or  liability,  including,  but not limited to, the installation (and
removal  on  or  before  Lease   expiration   or   termination)   of  protective
modifications  (such as concrete  encasements)  and/or  increasing  the Security
Deposit.

(b) Duty to Inform Lessor.  If Lessee knows, or has reasonable cause to believe,
that a Hazardous  Substance  has come to be located  in, on,  under or about the
Premises,  other  than  as  previously  consented  to by  Lessor,  Lessee  shall
immediately give written notice of such fact to Lessor,  and provide Lessor with
a copy  of any  report,  notice,  claim  or  other  documentation  which  it has
concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance
to be spilled  or  released  in, on,  under,  or about the  Premises  (including
through the plumbing or sanitary sewer system) and shall  promptly,  at Lessee's
expense,  take all investigatory and/or remedial action reasonably  recommended,
whether  or  not  formally   ordered  or  required,   for  the  cleanup  of  any
contamination  of, and for the  maintenance,  security and/or  monitoring of the
Premises or neighboring properties, that was caused or materially contributed to
by Lessee,  or pertaining to or involving any Hazardous  Substance  brought onto
the  Premises  during the term of this  Lease,  by or for  Lessee,  or any third
party.

(d) Lessee Indemnification.  Lessee shall indemnify, defend and hold Lessor, its
agents, employees,  lenders and ground lessor, if any, harmless from and against
any and all  loss of  rents  and/or  damages,  liabilities,  judgments,  claims,
expenses,  penalties,  and  attorneys' and  consultants'  fees arising out of or
involving any Hazardous Substance brought onto the Premises by or for Lessee, or
any third party  (provided,  however,  that Lessee shall have no liability under
this Lease with  respect to  underground  migration of any  Hazardous  Substance
under the Premises  from areas  outside of the  Project).  Lessee's  obligations
shall include, but not be limited to, the effects of any contamination or injury
to person,  property or the environment  created or suffered by Lessee,  and the
cost of investigation,  removal, remediation,  restoration and/or abatement, and
shall  survive the  expiration or  termination  of this Lease.  No  termination,
cancellation  or release  agreement  entered  into by Lessor  and  Lessee  shall
release Lessee from its  obligations  under this Lease with respect to Hazardous
Substances,  unless  specifically  so agreed by Lessor in writing at the time of
such agreement.

(e)  Lessor  Indemnification.  Lessor  and  its  successors  and  assigns  shall
indemnify,  defend,  reimburse  and hold  Lessee,  its  employees  and  lenders,
harmless from and against any and all environmental damages,  including the cost
of  remediation,  which  existed  as a result  of  Hazardous  Substances  on the
Premises prior to the Start Date or which are caused by the gross  negligence or
willful misconduct of Lessor, its agents or employees.  Lessor's obligations, as
and when required by the  Applicable  Requirements,  shall  include,  but not be
limited to, the cost of investigation,  removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.

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(f) Investigations and Remediations.  Lessor shall retain the responsibility and
pay for any  investigations  or remediation  measures  required by  governmental
entities  having  jurisdiction  with  respect  to  the  existence  of  Hazardous
Substances  on the  Premises  prior to the Start Date,  unless such  remediation
measure is required as a result of Lessee's  use  (including  "Alterations",  as
defined in paragraph 7.3(a) below) of the Premises,  in which event Lessee shall
be  responsible  for such  payment.  Lessee  shall  cooperate  fully in any such
activities  at the request of Lessor,  including  allowing  Lessor and  Lessor's
agents to have reasonable access to the Premises at reasonable times in order to
carry out Lessor's investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph
9.1(e))  occurs  during  the  term of  this  Lease,  unless  Lessee  is  legally
responsible  therefor  (in which case Lessee  shall make the  investigation  and
remediation thereof required by the Applicable Requirements and this Lease shall
continue  in full  force and  effect,  but  subject  to  Lessor's  rights  under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's  option,  either (i)
investigate and remediate such Hazardous Substance  Condition,  if required,  as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect,  or (ii) if the  estimated  cost to remediate
such  condition  exceeds  12  times  the then  monthly  Base  Rent or  $100,000,
whichever  is  greater,  give  written  notice to  Lessee,  within 30 days after
receipt by Lessor of knowledge of the  occurrence  of such  Hazardous  Substance
Condition,  of Lessor's  desire to  terminate  this Lease as of the date 60 days
following  the  date  of such  notice.  In the  event  Lessor  elects  to give a
termination notice,  Lessee may, within 10 days thereafter,  give written notice
to  Lessor of  Lessee's  commitment  to pay the  amount by which the cost of the
remediation of such Hazardous  Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory  assurance thereof within 30 days
following  such  commitment.  In such event,  this Lease shall  continue in full
force and effect,  and Lessor shall proceed to make such  remediation as soon as
reasonably  possible after the required funds are available.  If Lessee does not
give such notice and provide the required funds or assurance  thereof within the
time provided,  this Lease shall  terminate as of the date specified in Lessor's
notice of termination.

6.3  Lessee's  Compliance  with  Applicable  Requirements.  Except as  otherwise
provided  in  this  Lease,  Lessee  shall,  at  Lessee's  sole  expense,  fully,
diligently  and in a  timely  manner,  materially  comply  with  all  Applicable
Requirements,  the requirements of any applicable fire insurance  underwriter or
rating bureau, and the  recommendations of Lessor's engineers and/or consultants
which  relate in any manner to the  Premises,  without  regard to  whether  said
requirements are now in effect or become effective after the Start Date.  Lessee
shall, within 10 days after receipt of Lessor's written request,  provide Lessor
with copies of all permits and other documents, and other information evidencing
Lessee's  compliance with any Applicable  Requirements  specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of any  threatened  or  actual  claim,  notice,  citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the  Premises  to  comply  with any  Applicable  Requirements.  6.4  Inspection;
Compliance.  Lessor and  Lessor's  "Lender"  (as  defined in  Paragraph  30) and
consultants shall have the right to enter into Premises at any time, in the case
of an  emergency,  and  otherwise  at  reasonable  times,  for  the  purpose  of
inspecting the condition of the Premises and for verifying  compliance by Lessee
with  this  Lease.  The cost of any such  inspections  shall be paid by  Lessor,
unless a violation of Applicable  Requirements,  or a contamination  is found to
exist  or  be  imminent,  or  the  inspection  is  requested  or  ordered  by  a
governmental authority. In such case, Lessee shall upon request reimburse Lessor
for the  cost of such  inspection,  so  long as such  inspection  is  reasonably
related to the violation or contamination.

7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

7.1 Lessee's Obligations.

(a) In General.  Subject to the  provisions  of Paragraph 2.2  (Condition),  2.3
(Compliance),  6.3  (Lessee's  Compliance  with  Applicable  Requirements),  7.2
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall,  at Lessee's  sole  expense,  keep the  Premises,  Utility  Installations
(intended for Lessee's exclusive use, no matter where located),  and Alterations
in good order,  condition and repair (whether or not the portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee,  and whether or not the need for such repairs  occurs as a
result of Lessee's  use,  any prior use, the elements or the age of such portion
of the  Premises),  including,  but not limited to, all equipment or facilities,
such as plumbing,  HVAC equipment,  electrical,  lighting  facilities,  boilers,
pressure vessels, fixtures, interior walls, interior surfaces of exterior walls,
ceilings,  floors,  windows, doors, plate glass, and skylights but excluding any
items which are the  responsibility of Lessor pursuant to Paragraph 7.2. Lessee,
in keeping the Premises in good order,  condition and repair, shall exercise and
perform good maintenance  practices,  specifically including the procurement and
maintenance  of the  service  contracts  required  by  Paragraph  7.1(b)  below.
Lessee's obligations shall include  restorations,  replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair.

(b) Service  Contracts.  Lessee shall,  at Lessee's  sole  expense,  procure and
maintain contracts,  with copies to Lessor, in customary form and substance for,
and with  contractors  specializing  and  experienced in the  maintenance of the
following  equipment  and  improvements,  if any, if and when  installed  on the
Premises:   (i)  HVAC  equipment,   (ii)  boiler  and  pressure  vessels,  (iii)
clarifiers,  and (iv) any other  equipment,  if  reasonably  required by Lessor.
However,  Lessor  reserves  the right,  upon  notice to Lessee,  to procure  and
maintain any or all of such service contracts,  and if Lessor so elects,  Lessee
shall reimburse Lessor, upon demand, for the cost thereof.

(c) Failure to Perform.  If Lessee fails to perform Lessee's  obligations  under
this  Paragraph  7.1,  Lessor may enter upon the  Premises  after 10 days' prior
written notice to Lessee  (except in the case of an emergency,  in which case no
notice shall be required),  perform such obligations on Lessee's behalf, and put
the Premises in good order,  condition  and repair,  and Lessee  shall  promptly
reimburse Lessor for the cost thereof.

(d) Replacement.  Subject to Lessee's  indemnification of Lessor as set forth in
Paragraph 8.7 below, and without  relieving  Lessee of liability  resulting from
Lessee's failure to exercise and perform good maintenance practices,  if an item
described in Paragraph  7.1(b) cannot be repaired  other than at a cost which is
in excess of 50% of the cost of  replacing  such  item,  then such item shall be
replaced by Lessor,  and the cost thereof shall be prorated  between the Parties
and Lessee shall only be obligated  to pay,  each month during the  remainder of
the term of this Lease,  on the date on which Base Rent is due, an amount  equal
to the product of

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multiplying the cost of such  replacement by a fraction,  the numerator of which
is one, and the denominator of which is 144 (ie. 1/144th of the cost per month).
Lessee  shall  pay  interest  on  the  unamortized  balance  at a rate  that  is
commercially  reasonable  in the judgment of Lessor's  accountants.  Lessee may,
however, prepay its obligation at any time.

7.2  Lessor's   Obligations.   Subject  to  the  provisions  of  Paragraphs  2.2
(Condition),  2.3 (Compliance),  4.2 (Common Area Operating Expenses),  6 (Use),

7.1 (Lessee's  Obligations),  9 (Damage or Destruction)  and 14  (Condemnation),
Lessor,  subject to reimbursement  pursuant to Paragraph 4.2, shall keep in good
order,  condition  and  repair  the  foundations,   exterior  walls,  structural
condition of interior  bearing  walls,  exterior roof,  fire  sprinkler  system,
Common Area fire alarm and/or smoke detection  systems,  fire hydrants,  parking
lots,  walkways,  parkways,  driveways,  landscaping,  fences, signs and utility
systems serving the Common Areas and all parts thereof, as well as providing the
services  for  which  there is a  Common  Area  Operating  Expense  pursuant  to
Paragraph  4.2.  Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior walls nor shall Lessor be obligated to maintain,  repair or
replace windows,  doors or plate glass of the Premises.  Lessee expressly waives
the  benefit  of any  statute  now or  hereafter  in effect to the  extent it is
inconsistent with the terms of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations.

(a) Definitions. The term "Utility Installations" refers to all floor and window
coverings, air lines, power panels,  electrical distribution,  security and fire
protection systems,  communication systems,  lighting fixtures,  HVAC equipment,
plumbing,  and fencing in or on the Premises.  The term "Trade  Fixtures"  shall
mean Lessee's machinery and equipment that can be removed without doing material
damage to the Premises.  The term  "Alterations"  shall mean any modification of
the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion.  "Lessee Owned Alterations  and/or Utility  Installations"
are defined as Alterations and/or Utility  Installations made by Lessee that are
not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b) Consent.  Lessee shall not make any Alterations or Utility  Installations to
the Premises without Lessor's prior written consent.  Lessee may, however,  make
non-structural  Utility Installations to the interior of the Premises (excluding
the roof)  without such  consent but upon notice to Lessor,  as long as they are
not visible from the outside, do not involve puncturing,  relocating or removing
the roof or any existing  walls,  and the  cumulative  cost thereof  during this
Lease as  extended  does not  exceed a sum equal to 3  month's  Base Rent in the
aggregate   or  a  sum  equal  to  one  month's  Base  Rent  in  any  one  year.
Notwithstanding  the  foregoing,  Lessee  shall  not  make or  permit  any  roof
penetrations  and/or  install  anything on the roof  without  the prior  written
approval of Lessor.  Lessor may, as a  precondition  to granting such  approval,
require  Lessee to utilize a contractor  chosen and/or  approved by Lessor.  Any
Alterations or Utility  Installations that Lessee shall desire to make and which
require the consent of the Lessor  shall be  presented to Lessor in written form
with detailed  plans.  Consent shall be deemed  conditioned  upon Lessee's:  (i)
acquiring all  applicable  governmental  permits,  (ii)  furnishing  Lessor with
copies  of  both  the  permits  and  the  plans  and  specifications   prior  to
commencement  of the work,  and (iii)  compliance  with all  conditions  of said
permits and other  Applicable  Requirements in a prompt and expeditious  manner.
Any  Alterations  or Utility  Installations  shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and  specifications.  For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee  providing a lien and  completion  bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility  Installation  and/or upon Lessee's
posting an additional Security Deposit with Lessor.

(c)  Indemnification.  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 on the  Premises,  which claims are or may be secured by any  mechanic's  or
materialmen's  lien against the Premises or any interest  therein.  Lessee shall
give Lessor not less than 10 days notice prior to the  commencement  of any work
in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim
or demand,  then Lessee shall,  at its sole expense  defend and protect  itself,
Lessor and the  Premises  against  the same and shall pay and  satisfy  any such
adverse judgment that may be rendered thereon before the enforcement thereof. If
Lessor shall  require,  Lessee shall furnish a surety bond in an amount equal to
150% of the amount of such contested lien, claim or demand,  indemnifying Lessor
against  liability  for the same. If Lessor  elects to  participate  in any such
action, Lessee shall pay Lessor's attorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.

(a) Ownership.  Subject to Lessor's right to require  removal or elect ownership
as hereinafter  provided,  all  Alterations  and Utility  Installations  made by
Lessee shall be the property of Lessee,  but  considered a part of the Premises.
Lessor  may,  at any  time,  elect  in  writing  to be the  owner  of all or any
specified part of the Lessee Owned Alterations and Utility Installations. Unless
otherwise  instructed per paragraph 7.4(b) hereof,  all Lessee Owned Alterations
and Utility Installations shall, at the expiration or termination of this Lease,
become the property of Lessor and be surrendered by Lessee with the Premises.

(b)  Removal.  By delivery  to Lessee of written  notice from Lessor not earlier
than 90 and not later than 30 days  prior to the end of the term of this  Lease,
Lessor  may  require  that  any or  all  Lessee  Owned  Alterations  or  Utility
Installations be removed by the expiration or termination of this Lease.  Lessor
may  require  the  removal  at any time of all or any part of any  Lessee  Owned
Alterations or Utility Installations made without the required consent.

(c)  Surrender;   Restoration.  Lessee  shall  surrender  the  Premises  by  the
Expiration Date or any earlier  termination  date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating
order, condition and state of repair, ordinary wear and tear excepted. "Ordinary
wear and tear"  shall not include  any damage or  deterioration  that would have
been prevented by good maintenance practice.  Notwithstanding the foregoing,  if
this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the same  condition  as  delivered to Lessee on the Start Date with NO allowance
for ordinary  wear and tear.  Lessee shall repair any damage  occasioned  by the
installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or Utility Installations,  furnishings, and equipment as well as the removal
of any storage  tank  installed by or for Lessee.  Lessee shall also  completely
remove from the  Premises  any and all  Hazardous  Substances  brought  onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even
if such  removal  would  require  Lessee to perform or pay for work that exceeds
statutory  requirements.  Trade Fixtures shall remain the property of Lessee and
shall be removed by Lessee. The failure by Lessee to timely vacate the

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Premises  pursuant to this Paragraph  7.4(c) without the express written consent
of Lessor  shall  constitute  a holdover  under the  provisions  of Paragraph 26
below.

8. Insurance; Indemnity.

8.1 Payment of Premium Increases.

(a) As used  herein,  the term  "Insurance  Cost  Increase"  is  defined  as any
increase in the actual cost of the insurance  applicable to the Building  and/or
the Project and required to be carried by Lessor, pursuant to Paragraphs 8.2(b),
8.3(a) and 8.3(b),  ("Required Insurance"),  over and above the Base Premium, as
hereinafter  defined,  calculated  on an annual basis.  Insurance  Cost Increase
shall include,  but not be limited to,  requirements of the holder of a mortgage
or deed of trust  covering the  Premises,  Building  and/or  Project,  increased
valuation of the Premises,  Building  and/or  Project,  and/or a general premium
rate increase. The term Insurance Cost Increase shall not, however,  include any
premium increases resulting from the nature of the occupancy of any other tenant
of the Building.  If the parties  insert a dollar amount in Paragraph  1.9, such
amount shall be  considered  the "Base  Premium."  The Base Premium shall be the
annual premium applicable to the 12 month period immediately preceding the Start
Date. If, however, the Project was not insured for the entirety of such 12 month
period,  then the Base Premium  shall be the lowest  annual  premium  reasonably
obtainable  for the Required  Insurance as of the Start Date,  assuming the most
nominal use  possible of the  Building.  In no event,  however,  shall Lessee be
responsible  for any  portion of the  premium  cost  attributable  to  liability
insurance coverage in excess of $2,000,000  procured under Paragraph 8.2(b). (b)
Lessee shall pay any  Insurance  Cost  Increase to Lessor  pursuant to Paragraph

4.2. Premiums for policy periods  commencing prior to, or extending beyond,  the
term of this Lease shall be prorated to coincide  with the  corresponding  Start
Date or Expiration Date.

8.2 Liability Insurance.

(a)  Carried  by Lessee.  Lessee  shall  obtain  and keep in force a  Commercial
General  Liability  policy  of  insurance  protecting  Lessee  and  Lessor as an
additional  insured  against  claims  for  bodily  injury,  personal  injury and
property  damage based upon or arising out of the ownership,  use,  occupancy or
maintenance of the Premises and all areas  appurtenant  thereto.  Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less than  $1,000,000 per occurrence  with an annual  aggregate of not less than
$2,000,000, an "Additional  Insured-Managers or Lessors of Premises Endorsement"
and contain the "Amendment of the Pollution  Exclusion  Endorsement"  for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any intra-insured  exclusions as between insured persons or  organizations,  but
shall  include  coverage for  liability  assumed under this Lease as an "insured
contract"  for the  performance  of Lessee's  indemnity  obligations  under this
Lease. The limits of said insurance shall not,  however,  limit the liability of
Lessee nor relieve Lessee of any obligation hereunder.  All insurance carried by
Lessee  shall be  primary to and not  contributory  with any  similar  insurance
carried by Lessor, whose insurance shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as described in
Paragraph 8.2(a), in addition to, and not in lieu of, the insurance  required to
be  maintained  by Lessee.  Lessee shall not be named as an  additional  insured
therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. Lessor shall obtain and keep in force a policy or
policies of  insurance in the name of Lessor,  with loss payable to Lessor,  any
ground-lessor,  and to any Lender  insuring loss or damage to the Premises.  The
amount  of such  insurance  shall be equal to the full  replacement  cost of the
Premises,  as the same shall exist from time to time, or the amount  required by
any Lender, but in no event more than the commercially  reasonable and available
insurable value thereof.  Lessee Owned  Alterations  and Utility  Installations,
Trade Fixtures,  and Lessee's personal property shall be insured by Lessee under
Paragraph 8.4. If the coverage is available and commercially  appropriate,  such
policy or policies  shall insure  against all risks of direct  physical  loss or
damage  (except  the perils of flood  and/or  earthquake  unless  required  by a
Lender),  including  coverage  for debris  removal  and the  enforcement  of any
Applicable Requirements requiring the upgrading,  demolition,  reconstruction or
replacement of any portion of the Premises as the result of a covered loss. Said
policy or policies shall also contain an agreed  valuation  provision in lieu of
any coinsurance  clause,  waiver of subrogation,  and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S.  Department of Labor Consumer Price Index for
All Urban  Consumers for the city nearest to where the Premises are located.  If
such insurance coverage has a deductible clause, the deductible amount shall not
exceed $1,000 per occurrence.

(b)  Rental  Value.  Lessor  shall  also  obtain  and keep in force a policy  or
policies  in the name of Lessor  with loss  payable  to Lessor  and any  Lender,
insuring  the loss of the full  Rent for one year  with an  extended  period  of
indemnity for an additional 180 days ("Rental Value insurance").  Said insurance
shall contain an agreed valuation  provision in lieu of any coinsurance  clause,
and the amount of coverage  shall be adjusted  annually to reflect the projected
Rent otherwise payable by Lessee, for the next 12 month period.

(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the
property  insurance of the Building and for the Common Areas or other  buildings
in the Project if said increase is caused by Lessee's  acts,  omissions,  use or
occupancy of the Premises.

(d) Lessee's Improvements.  Since Lessor is the Insuring Party, Lessor shall not
be required to insure Lessee Owned Alterations and Utility  Installations unless
the item in question  has become the  property of Lessor under the terms of this
Lease.

8.4 Lessee's Property; Business Interruption Insurance.

(a) Property Damage.  Lessee shall obtain and maintain insurance coverage on all
of Lessee's personal property,  Trade Fixtures, and Lessee Owned Alterations and
Utility  Installations.  Such insurance shall be full  replacement cost coverage
with a deductible of not to exceed $1,000 per occurrence.  The proceeds from any
such insurance shall be used by Lessee for the replacement of personal property,
Trade Fixtures and Lessee Owned  Alterations and Utility  Installations.  Lessee
shall provide Lessor with written evidence that such insurance is in force.

(b) Business  Interruption.  Lessee shall obtain and maintain loss of income and
extra  expense  insurance  in  amounts  as will  reimburse  Lessee for direct or
indirect loss of earnings attributable to all perils commonly insured against by
prudent  lessees in the  business of Lessee or  attributable  to  prevention  of
access to the Premises as a result of such perils.

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(c) No Representation of Adequate Coverage.  Lessor makes no representation that
the limits or forms of coverage of  insurance  specified  herein are adequate to
cover Lessee's property, business operations or obligations under this Lease.

8.5 Insurance  Policies.  Insurance  required  herein shall be by companies duly
licensed or admitted to transact  business in the state where the  Premises  are
located, and maintaining during the policy term a "General Policyholders Rating"
of at least B+, V, as set forth in the most current  issue of "Best's  Insurance
Guide", or such other rating as may be required by a Lender. Lessee shall not do
or permit to be done anything which invalidates the required insurance policies.
Lessee shall,  prior to the Start Date,  deliver to Lessor  certified  copies of
policies of such insurance or certificates  evidencing the existence and amounts
of the  required  insurance.  No such policy shall be  cancelable  or subject to
modification except after 30 days prior written notice to Lessor.  Lessee shall,
at least 30 days prior to the expiration of such  policies,  furnish Lessor with
evidence of renewals or  "insurance  binders"  evidencing  renewal  thereof,  or
Lessor may order such  insurance  and charge the cost  thereof to Lessee,  which
amount shall be payable by Lessee to Lessor upon demand.  Such policies shall be
for a term of at least one year,  or the  length of the  remaining  term of this
Lease, whichever is less. If either Party shall fail to procure and maintain the
insurance  required to be carried by it, the other  Party may,  but shall not be
required to, procure and maintain the same.

8.6 Waiver of  Subrogation.  Without  affecting  any other  rights or  remedies,
Lessee and Lessor  each hereby  release  and relieve the other,  and waive their
entire right to recover damages against the other,  for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein.  The effect of such releases and waivers is not limited by the amount of
insurance  carried or required,  or by any deductibles  applicable  hereto.  The
Parties agree to have their respective  property damage insurance carriers waive
any right to subrogation  that such companies may have against Lessor or Lessee,
as the case may be, so long as the insurance is not invalidated thereby.

8.7  Indemnity.  Except for Lessor's  gross  negligence  or willful  misconduct,
Lessee shall indemnify,  protect, defend and hold harmless the Premises,  Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims,  loss of rents  and/or  damages,  liens,  judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of,  involving,  or in  connection  with,  the use and/or  occupancy  of the
Premises by Lessee.  If any action or  proceeding is brought  against  Lessor by
reason of any of the foregoing matters, Lessee shall upon notice 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 defended or indemnified.

8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or
damage to the person or goods,  wares,  merchandise or other property of Lessee,
Lessee's employees, contractors,  invitees, customers, or any other person in or
about the  Premises,  whether such damage or injury is caused by or results from
fire,  steam,  electricity,  gas, water or rain, or from the breakage,  leakage,
obstruction  or other  defects of pipes,  fire  sprinklers,  wires,  appliances,
plumbing,  HVAC or lighting fixtures,  or from any other cause, whether the said
injury or damage results from conditions arising upon the Premises or upon other
portions of the Building,  or from other sources or places.  Lessor shall not be
liable for any damages  arising  from any act or neglect of any other  tenant of
Lessor nor from the  failure of Lessor to enforce  the  provisions  of any other
lease in the  Project.  Notwithstanding  Lessor's  negligence  or breach of this
Lease,  Lessor  shall  under no  circumstances  be liable for injury to Lessee's
business or for any loss of income or profit therefrom.

9. Damage or Destruction.

9.1 Definitions.

(a)  "Premises   Partial  Damage"  shall  mean  damage  or  destruction  to  the
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations,  which can  reasonably  be  repaired in 3 months or less from the
date of the damage or  destruction,  and the cost  thereof does not exceed a sum
equal to 6 month's Base Rent.  Lessor shall notify  Lessee in writing  within 30
days from the date of the damage or  destruction as to whether or not the damage
is Partial or Total.

(b)  "Premises  Total  Destruction"  shall  mean  damage or  destruction  to the
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations  and Trade  Fixtures,  which  cannot  reasonably  be repaired in 3
months  or less  from the date of the  damage  or  destruction  and/or  the cost
thereof  exceeds a sum equal to 6 month's Base Rent.  Lessor shall notify Lessee
in  writing  within 30 days from the date of the  damage  or  destruction  as to
whether or not the damage is Partial or Total.

(c)  "Insured  Loss" shall mean damage or  destruction  to  improvements  on the
Premises,  other than Lessee Owned  Alterations  and Utility  Installations  and
Trade  Fixtures,  which was  caused by an event  required  to be  covered by the
insurance described in Paragraph 8.3(a),  irrespective of any deductible amounts
or coverage limits involved.

(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements
owned by  Lessor  at the time of the  occurrence  to  their  condition  existing
immediately prior thereto,  including  demolition,  debris removal and upgrading
required by the operation of Applicable Requirements,  and without deduction for
depreciation.

(e) "Hazardous  Substance Condition" shall mean the occurrence or discovery of a
condition  involving  the  presence  of,  or a  contamination  by,  a  Hazardous
Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

9.2  Partial  Damage - Insured  Loss.  If a Premises  Partial  Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense,  repair such damage
(but not  Lessee's  Trade  Fixtures  or Lessee  Owned  Alterations  and  Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect;  provided,  however,  that  Lessee  shall,  at  Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance  proceeds  available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the Insuring Party
shall  promptly  contribute  the  shortage in  proceeds as and when  required to
complete said repairs. In the event,  however, such shortage was due to the fact
that, by reason of the unique nature of the improvements,  full replacement cost
insurance coverage was not commercially  reasonable and available,  Lessor shall
have no  obligation  to pay for the shortage in  insurance  proceeds or to fully
restore the unique aspects of the Premises  unless Lessee  provides  Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written  notice of such  shortage  and  request  therefor.  If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party  responsible  for  making  the  repairs  shall  complete  them  as soon as
reasonably  possible  and this Lease shall  remain in full force and effect.  If
such funds or assurance

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are not  received,  Lessor may  nevertheless  elect by written  notice to Lessee
within  10 days  thereafter  to:  (i) make  such  restoration  and  repair as is
commercially  reasonable  with Lessor paying any shortage in proceeds,  in which
case this Lease shall  remain in full force and effect,  or (ii) have this Lease
terminate 30 days  thereafter.  Lessee shall not be entitled to reimbursement of
any  funds  contributed  by Lessee to  repair  any such  damage or  destruction.
Premises Partial Damage due to flood or earthquake shall be subject to Paragraph
9.3,  notwithstanding  that there may be some  insurance  coverage,  but the net
proceeds of any such  insurance  shall be made available for the repairs if made
by either Party.  9.3 Partial  Damage - Uninsured  Loss.  If a Premises  Partial
Damage that is not an Insured  Loss  occurs,  unless  caused by a  negligent  or
willful act of Lessee (in which event  Lessee shall make the repairs at Lessee's
expense),  Lessor may  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)  terminate  this Lease by giving  written  notice to
Lessee within 30 days after receipt by Lessor of knowledge of the  occurrence of
such damage.  Such termination  shall be effective 60 days following the date of
such notice.  In the event Lessor elects to terminate  this Lease,  Lessee shall
have the right within 10 days after  receipt of the  termination  notice to give
written  notice to Lessor of Lessee's  commitment  to pay for the repair of such
damage  without  reimbursement  from Lessor.  Lessee shall  provide  Lessor with
saidfunds or  satisfactory  assurance  thereof  within 30 days after making such
commitment.  In such event this Lease  shall  continue in full force and effect,
and Lessor  shall  proceed to make such repairs as soon as  reasonably  possible
after the  required  funds are  available.  If Lessee does not make the required
commitment,  this  Lease  shall  terminate  as of  the  date  specified  in  the
termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises
Total  Destruction  occurs,  this Lease shall  terminate 60 days  following such
Destruction.  If the damage or destruction was caused by the gross negligence or
willful  misconduct of Lessee,  Lessor shall have the right to recover  Lessor's
damages from Lessee, except as provided in Paragraph 8.6.

9.5  Damage  Near End of Term.  If at any time  during the last 6 months of this
Lease  there is damage for which the cost to repair  exceeds  one  month's  Base
Rent,  whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days  following  the date of  occurrence  of such  damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend  this  Lease or to  purchase  the  Premises,  then  Lessee  may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance  proceeds (or adequate  assurance  thereof)  needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice  purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises  such option  during such  period and  provides  Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds,  Lessor
shall, at Lessor's commercially  reasonable expense,  repair such damage as soon
as reasonably  possible and this Lease shall  continue in full force and effect.

If Lessee  fails to exercise  such option and  provide  such funds or  assurance
during such period, then this Lease shall terminate on the date specified in the
termination notice and Lessee's option shall be extinguished.

9.6 Abatement of Rent; Lessee's Remedies.

(a)  Abatement.  In the  event of  Premises  Partial  Damage or  Premises  Total
Destruction  or  a  Hazardous  Substance  Condition  for  which  Lessee  is  not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair,  remediation  or  restoration  of such damage shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired,  but
not to exceed the proceeds  received from the Rental Value insurance.  All other
obligations of Lessee  hereunder shall be performed by Lessee,  and Lessor shall
have no  liability  for any such  damage,  destruction,  remediation,  repair or
restoration except as provided herein.

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and
does  not  commence,  in a  substantial  and  meaningful  way,  such  repair  or
restoration  within 90 days after such obligation  shall accrue,  Lessee may, at
any time prior to the  commencement of such repair or restoration,  give written
notice to Lessor and to any  Lenders  of which  Lessee  has  actual  notice,  of
Lessee's  election  to  terminate  this  Lease on a date  not less  than 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or  restoration  is not commenced  within 30 days  thereafter,  this Lease shall
terminate as of the date specified in said notice.  If the repair or restoration
is commenced  within such 30 days,  this Lease shall  continue in full force and
effect.  "Commence"  shall mean either the  unconditional  authorization  of the
preparation  of the required  plans,  or the beginning of the actual work on the
Premises, whichever first occurs.

9.7 Termination;  Advance  Payments.  Upon termination of this Lease pursuant to
Paragraph  6.2(g)  or  Paragraph  9,  an  equitable  adjustment  shall  be  made
concerning  advance Base Rent and any other  advance  payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or is not then required to be, used by Lessor.

9.8 Waive  Statutes.  Lessor and Lessee agree that the terms of this Lease shall
govern the effect of any damage to or  destruction  of the Premises with respect
to the  termination of this Lease and hereby waive the provisions of any present
or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

10.1 Definitions.

(a) "Real Property Taxes." As used herein,  the term "Real Property Taxes" shall
include any form of  assessment;  real  estate,  general,  special,  ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate  taxes);  improvement  bond;  and/or  license fee imposed  upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having the  direct or  indirect  power to tax and where the funds are  generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within which the Project is located.  The term "Real Property  Taxes" shall also
include any tax,  fee,  levy,  assessment  or charge,  or any increase  therein,
imposed by reason of events occurring  during the term of this Lease,  including
but not  limited  to, a change in the  ownership  of the  Project or any portion
thereof or a change in the improvements thereon.

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(b) "Base Real  Property  Taxes." As used herein,  the term "Base Real  Property
Taxes" shall be the amount of Real Property  Taxes,  which are assessed  against
the  Premises,  Building,  Project or Common Areas in the  calendar  year during
which the Lease is executed. In calculating Real Property Taxes for any calendar
year,  the Real Property Taxes for any real estate tax year shall be included in
the  calculation  of Real  Property  Taxes for such calendar year based upon the
number of days which such calendar year and tax year have in common.

10.2 Payment of Taxes.  Lessor shall pay the Real Property  Taxes  applicable to
the Project, and except as otherwise provided in Paragraph

10.3,  any increases in such amounts over the Base Real Property  Taxes shall be
included in the calculation of Common Area Operating Expenses in accordance with
the provisions of Paragraph 4.2.

10.3 Additional  Improvements.  Common Area Operating Expenses shall not include
Real Property Taxes  specified in the tax assessor's  records and work sheets as
being caused by additional improvements placed upon the Project by other lessees
or by Lessor for the exclusive enjoyment of such other lessees.  Notwithstanding
Paragraph 10.2 hereof,  Lessee shall,  however, pay to Lessor at the time Common
Area  Operating  Expenses are payable under  Paragraph  4.2, the entirety of any
increase in Real  Property  Taxes if assessed  solely by reason of  Alterations,
Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at
Lessee's request.

10.4 Joint Assessment. If the Building is not separately assessed, Real Property
Taxes  allocated to the Building  shall be an equitable  proportion  of the Real
Property  Taxes for all of the land and  improvements  included  within  the tax
parcel assessed,  such proportion to be determined by Lessor from the respective
valuations  assigned in the assessor's work sheets or such other  information as
may be reasonably available.  Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

10.5 Personal  Property  Taxes.  Lessee shall pay prior to delinquency all taxes
assessed   against  and  levied  upon  Lessee  Owned   Alterations  and  Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee  contained  in the  Premises.  When  possible,  Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment and all other personal  property to be assessed and billed  separately
from the real  property of Lessor.  If any of Lessee's  said  property  shall be
assessed  with  Lessor's  real  property,  Lessee  shall  pay  Lessor  the taxes
attributable  to  Lessee's  property  within 10 days after  receipt of a written
statement setting forth the taxes applicable to Lessee's property.

11.  Utilities.  Lessee  shall  pay for all  water,  gas,  heat,  light,  power,
telephone,  trash  disposal and other  utilities  and  services  supplied to the
Premises,  together with any taxes  thereon.  Notwithstanding  the provisions of
Paragraph 4.2, if at any time in Lessor's sole judgment,  Lessor determines that
Lessee  is  using a  disproportionate  amount  of  water,  electricity  or other
commonly metered utilities,  or that Lessee is generating such a large volume of
trash as to require an increase in the size of the  dumpster  and/or an increase
in the number of times per month that the  dumpster is emptied,  then Lessor may
increase Lessee's Base Rent by an amount equal to such increased costs.

12. Assignment and Subletting.

12.1 Lessor's Consent Required.

(a) Lessee  shall not  voluntarily  or by  operation  of law  assign,  transfer,
mortgage or encumber (collectively, "assign or assignment") or sublet all or any
part of Lessee's  interest  in this Lease or in the  Premises  without  Lessor's
prior written consent.

(b) A change in the control of Lessee shall  constitute an assignment  requiring
consent.  The  transfer,  on a  cumulative  basis,  of 25% or more of the voting
control of Lessee shall constitute a change in control for this purpose.

(c) The  involvement  of Lessee or its assets in any  transaction,  or series of
transactions  (by  way  of  merger,  sale,  acquisition,   financing,  transfer,
leveraged  buy-out  or  otherwise),  whether  or  not  a  formal  assignment  or
hypothecation  of this Lease or Lessee's  assets  occurs,  which results or will
result in a reduction  of the Net Worth of Lessee by an amount  greater than 25%
of such Net Worth as it was  represented  at the time of the  execution  of this
Lease  or at the  time  of the  most  recent  assignment  to  which  Lessor  has
consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, whichever was or is greater, shall be considered an
assignment of this Lease to which Lessor may withhold its consent. "NET Worth of
Lessee"  shall  mean  the  net  worth  of  Lessee   (excluding  any  guarantors)
established under generally accepted accounting principles.

(d) An assignment or subletting  without consent shall, at Lessor's option, be a
Default  curable  after notice per  Paragraph  13.1(c),  or a noncurable  Breach
without the necessity of any notice and grace period.  If Lessor elects to treat
such  unapproved  assignment or subletting  as a noncurable  Breach,  Lessor may
either: (i) terminate this Lease, or (ii) upon 30 days written notice,  increase
the monthly Base Rent to 110% of the Base Rent then in effect.  Further,  in the
event of such Breach and rental adjustment, (i) the purchase price of any option
to purchase the Premises  held by Lessee shall be subject to similar  adjustment
to 110% of the price  previously  in  effect,  and (ii) all fixed and  non-fixed
rental  adjustments  scheduled  during the  remainder of the Lease term shall be
increased to 110% of the scheduled adjusted rent.

(e) Lessee's  remedy for any breach of Paragraph 12.1 by Lessor shall be limited
to compensatory damages and/or injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor's consent,  any assignment or subletting shall not: (i)
be  effective  without  the  express  written  assumption  by such  assignee  or
sublessee of the obligations of Lessee under this Lease,  (ii) release Lessee of
any obligations  hereunder,  or (iii) alter the primary  liability of Lessee for
the  payment  of Rent or for the  performance  of any  other  obligations  to be
performed by Lessee.

(b) Lessor may accept  Rent or  performance  of  Lessee's  obligations  from any
person  other than Lessee  pending  approval or  disapproval  of an  assignment.
Neither  a delay in the  approval  or  disapproval  of such  assignment  nor the
acceptance  of Rent or  performance  shall  constitute  a waiver or  estoppel of
Lessor's right to exercise its remedies for Lessee's Default or Breach.

(c) Lessor's  consent to any  assignment  or subletting  shall not  constitute a
consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly
against Lessee, any Guarantors or anyone else responsible for the performance of
Lessee's  obligations  under this Lease,  including  any assignee or  sublessee,
without first  exhausting  Lessor's  remedies against any other person or entity
responsible therefore to Lessor, or any security held by Lessor.

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(e) Each request for consent to an assignment or subletting shall be in writing,
accompanied  by  information  relevant  to  Lessor's  determination  as  to  the
financial and operational  responsibility  and  appropriateness  of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises, if any, together with a fee of $1,000 or
10% of the current  monthly Base Rent  applicable to the portion of the Premises
which is the  subject of the  proposed  assignment  or  sublease,  whichever  is
greater, as consideration for Lessor's  considering and processing said request.
Lessee agrees to provide Lessor with such other or additional information and/or
documentation as may be reasonably requested.

(f) Any  assignee  of,  or  sublessee  under,  this  Lease  shall,  by reason of
accepting  such  assignment  or entering into such  sublease,  be deemed to have
assumed and agreed to conform  and comply  with each and every  term,  covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary
to or inconsistent  with provisions of an assignment or sublease to which Lessor
has specifically consented to in writing.

12.3  Additional  Terms and Conditions  Applicable to Subletting.  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 Rent  payable on any  sublease,  and Lessor may collect  such Rent and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a Breach  shall occur in the  performance  of Lessee's  obligations,  Lessee may
collect  said  Rent.  Lessor  shall  not,  by  reason  of the  foregoing  or any
assignment of such sublease,  nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any
of Lessee's obligations to such sublessee.  Lessee hereby irrevocably authorizes
and directs any such  sublessee,  upon  receipt of a written  notice from Lessor
stating that a Breach exists in the  performance of Lessee's  obligations  under
this Lease,  to pay to Lessor all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to
Lessor  without  any  obligation  or right to inquire as to whether  such Breach
exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by  Lessee,  Lessor  may,  at its  option,  require
sublessee  to attorn to  Lessor,  in which  event  Lessor  shall  undertake  the
obligations  of the sublessor  under such sublease from the time of the exercise
of said option to the expiration of such  sublease;  provided,  however,  Lessor
shall not be liable  for any  prepaid  rents or  security  deposit  paid by such
sublessee  to such  sublessor  or for any prior  Defaults  or  Breaches  of such
sublessor.

(c) Any matter  requiring  the consent of the sublessor  under a sublease  shall
also require the consent of Lessor.

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

(e) Lessor shall  deliver a copy of any notice of Default or Breach by Lessee to
the sublessee, who shall have the right to cure the Default of Lessee within the
grace period, if any, specified in such notice. The sublessee shall have a right
of reimbursement  and offset from and against Lessee for any such Defaults cured
by the sublessee.

13. Default; Breach; Remedies.

13.1  Default;  Breach.  A  "Default"  is  defined as a failure by the Lessee to
comply  with or perform  any of the terms,  covenants,  conditions  or Rules and
Regulations  under this Lease. A "Breach" is defined as the occurrence of one or
more of the following  Defaults,  and the failure of Lessee to cure such Default
within any applicable grace period:

(a) The  abandonment  of the Premises;  or the vacating of the Premises  without
providing a commercially  reasonable level of security, or where the coverage of
the property  insurance  described in Paragraph 8.3 is  jeopardized  as a result
thereof,  or without  providing  reasonable  assurances  to  minimize  potential
vandalism.

(b) The  failure of Lessee to make any payment of Rent or any  Security  Deposit
required to be made by Lessee hereunder,  whether to Lessor or to a third party,
when due, to provide  reasonable  evidence of insurance  or surety  bond,  or to
fulfill any  obligation  under this Lease which  endangers or threatens  life or
property, where such failure continues for a period of 3 business days following
written notice to Lessee.

(c) The  failure  by  Lessee to  provide  (i)  reasonable  written  evidence  of
compliance with Applicable Requirements,  (ii) the service contracts,  (iii) the
rescission  of an  unauthorized  assignment  or  subletting,  (iv)  an  Estoppel
Certificate,  (v)  a  requested  subordination,  (vi)  evidence  concerning  any
guaranty  and/or  Guarantor,  (vii) any document  requested  under  Paragraph 41
(easements),  or (viii) any other  documentation or information which Lessor may
reasonably  require  of Lessee  under the  terms of this  Lease,  where any such
failure continues for a period of 10 days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants,  conditions or provisions of
this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those
described  in  subparagraphs  13.1(a),  (b) or (c),  above,  where such  Default
continues for a period of 30 days after written notice; provided,  however, that
if the nature of Lessee's  Default is such that more than 30 days are reasonably
required  for its  cure,  then it shall  not be  deemed to be a Breach if Lessee
commences  such  cure  within  said  30 day  period  and  thereafter  diligently
prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making of any general
arrangement or assignment for the benefit of creditors; (ii) 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 60 days);
(iii)  the   appointment  of  a  trustee  or  receiver  to  take  possession  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where  possession  is not restored to Lessee  within 30
days;  or  (iv)  the  attachment,   execution  or  other  judicial   seizure  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such  seizure is not  discharged  within 30 days;
provided, however, in the event that any provision of this subparagraph

(e) is contrary to any applicable  law, such  provision  shall be of no force or
effect, and not affect the validity of the remaining provisions.

(f) The  discovery  that any  financial  statement of Lessee or of any Guarantor
given to Lessor was materially false.

(g) If the performance of Lessee's  obligations  under this Lease is guaranteed:
(i) the death of a Guarantor,  (ii) the  termination of a Guarantor's  liability
with  respect to this  Lease  other  than in  accordance  with the terms of such
guaranty,  (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy
filing, (iv) a Guarantor's  refusal to honor the guaranty,  or (v) a Guarantor's
breach  of its  guaranty  obligation  on an  anticipatory  basis,  and  Lessee's
failure, within 60 days following written notice of any

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such event, to provide written  alternative  assurance or security,  which, when
coupled  with the then  existing  resources  of Lessee,  equals or  exceeds  the
combined  financial  resources of Lessee and the Guarantors  that existed at the
time of execution of this Lease.

13.2  Remedies.  If Lessee  fails to perform  any of its  affirmative  duties or
obligations,  within 10 days after  written  notice (or in case of an emergency,
without notice),  Lessor may, at its option,  perform such duty or obligation on
Lessee's  behalf,  including  but not  limited to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee upon  receipt of invoice  therefor.  If any check given to
Lessor  by  Lessee  shall not be  honored  by the bank  upon  which it is drawn,
Lessor,  at its option,  may require all future payments to be made by Lessee to
be by cashier's  check.  In the event of a Breach,  Lessor may,  with or without
further  notice or demand,  and without  limiting  Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

(a) Terminate  Lessee's right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Lessee shall immediately  surrender
possession  to Lessor.  In such event  Lessor  shall be entitled to recover from
Lessee:  (i) the unpaid Rent which had been  earned at the time of  termination;
(ii) the worth at the time of award of the amount by which the unpaid rent which
would have been earned  after  termination  until the time of award  exceeds the
amount of such rental  loss that the Lessee  proves  could have been  reasonably
avoided;  (iii) the worth at the time of award of the amount by which the unpaid
rent for the  balance of the term after the time of award  exceeds the amount of
such rental loss that the Lessee  proves could be reasonably  avoided;  and (iv)
any  other  amount  necessary  to  compensate   Lessor  for  all  the  detriment
proximately caused by the Lessee's failure to perform its obligations under this
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom, 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 that portion of any leasing
commission  paid by  Lessor in  connection  with this  Lease  applicable  to the
unexpired  term of this  Lease.  The  worth at the  time of award of the  amount
referred to in provision  (iii) of the immediately  preceding  sentence shall be
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank of the District  within which the Premises are located at the time of award
plus one  percent.  Efforts by Lessor to  mitigate  damages  caused by  Lessee's
Breach of this Lease shall not waive  Lessor's  right to recover  damages  under
Paragraph 12. If termination of this Lease is obtained  through the  provisional
remedy of  unlawful  detainer,  Lessor  shall  have the right to recover in such
proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part  thereof in a separate  suit.  If a
notice and grace period required under Paragraph 13.1 was not previously  given,
a notice to pay rent or quit,  or to perform  or quit given to Lessee  under the
unlawful detainer statute shall also constitute the notice required by Paragraph
13.1. In such case, the applicable  grace period  required by Paragraph 13.1 and
the unlawful detainer statute shall run concurrently,  and the failure of Lessee
to cure the  Default  within the  greater of the two such  grace  periods  shall
constitute both an unlawful detainer and a Breach of this Lease entitling Lessor
to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee's  right to possession and recover the Rent as
it becomes  due, in which  event  Lessee may sublet or assign,  subject  only to
reasonable  limitations.  Acts of  maintenance,  efforts  to relet,  and/or  the
appointment  of  a  receiver  to  protect  the  Lessor's  interests,  shall  not
constitute a termination of the Lessee's right to possession.

(c)  Pursue  any  other  remedy  now or  hereafter  available  under the laws or
judicial decisions of the state wherein the Premises are located. The expiration
or  termination  of this  Lease  and/or the  termination  of  Lessee's  right to
possession   shall  not  relieve  Lessee  from  liability  under  any  indemnity
provisions  of this Lease as to matters  occurring  or accruing  during the term
hereof or by reason of Lessee's occupancy of the Premises.

13.3  Inducement  Recapture.  Any  agreement  for free or  abated  rent or other
charges,  or for the  giving or paying by Lessor to or for Lessee of any cash or
other bonus,  inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "Inducement Provisions",
shall be deemed  conditioned upon Lessee's full and faithful  performance of all
of the terms,  covenants and conditions of this Lease. Upon Breach of this Lease
by Lessee, any such Inducement  Provision shall  automatically be deemed deleted
from this Lease and of no further force or effect,  and any rent,  other charge,
bonus,  inducement or consideration  theretofore abated, given or paid by Lessor
under such an  Inducement  Provision  shall be  immediately  due and  payable by
Lessee to Lessor,  notwithstanding any subsequent cure of said Breach by Lessee.

The  acceptance by Lessor of rent or the cure of the Breach which  initiated the
operation  of this  paragraph  shall  not be  deemed a waiver  by  Lessor of the
provisions of this paragraph unless  specifically so stated in writing by Lessor
at the time of such acceptance.

13.4 Late  Charges.  Lessee hereby  acknowledges  that late payment by Lessee of
Rent 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 upon Lessor by any Lender.  Accordingly,  if any Rent shall
not be received by Lessor  within 5 days after such amount  shall be due,  then,
without  any  requirement  for  notice to Lessee,  Lessee  shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and
reasonable  estimate  of the  costs  Lessor  will  incur by  reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent the exercise of any of the other rights and remedies granted  hereunder.

In the event that a late charge is payable hereunder,  whether or not collected,
for 3 consecutive  installments of Base Rent, then notwithstanding any provision
of this Lease to the contrary,  Base Rent shall, at Lessor's option,  become due
and payable quarterly in advance.

13.5  Interest.  Any  monetary  payment  due Lessor  hereunder,  other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment,  shall bear interest from the date when due, as to scheduled  payments,
or the 31st day  after it was due as to  non-scheduled  payments.  The  interest
("Interest")  charged  shall be equal to the  prime  rate  reported  in the Wall
Street Journal as published

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closest  prior to the date when due plus 4%, but shall not  exceed  the  maximum
rate  allowed by law.  Interest  is payable in addition  to the  potential  late
charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.

(a) Notice of Breach.  Lessor shall not be deemed in breach of this Lease unless
Lessor fails within a reasonable  time to perform an  obligation  required to be
performed by Lessor. For purposes of this Paragraph,  a reasonable time shall in
no event be less than 30 days after receipt by Lessor, and any Lender whose name
and address shall have been  furnished  Lessee in writing for such  purpose,  of
written  notice  specifying  wherein  such  obligation  of  Lessor  has not been
performed;  provided, however, that if the nature of Lessor's obligation is such
that more than 30 days are reasonably required for its performance,  then Lessor
shall not be in breach if performance is commenced within such 30 day period and
thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor.  In the event that neither Lessor
nor Lender cures said breach within 30 days after receipt of said notice,  or if
having commenFced said cure they do not diligently pursue it to completion, then
Lessee may elect to cure said breach at Lessee's expense and offset from Rent an
amount equal to the greater of one month's  Base Rent or the  Security  Deposit,
and to pay an excess of such expense under protest,  reserving Lessee's right to
reimbursement  from  Lessor.  Lessee  shall  document  the cost of said cure and
supply said documentation to Lessor.

14.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent  domain or sold under the threat of the  exercise of said power
(collectively  "Condemnation"),  this Lease shall terminate as to the part taken
as of the date the condemning  authority  takes title or  possession,  whichever
first  occurs.  If more than 10% of the floor area of the Unit, or more than 25%
of Lessee's  Reserved Parking Spaces,  is taken by Condemnation,  Lessee may, at
Lessee's  option,  to be exercised in writing  within 10 days after Lessor shall
have given  Lessee  written  notice of such  taking  (or in the  absence of such
notice,  within  10  days  after  the  condemning  authority  shall  have  taken
possession)  terminate this Lease as of the date the condemning  authority takes
such possession.  If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to the  reduction  in  utility  of the  Premises  caused  by such  Condemnation.
Condemnation  awards and/or  payments  shall be the property of Lessor,  whether
such  award  shall  be made as  compensation  for  diminution  in  value  of the
leasehold,  the value of the part taken,  or for  severance  damages;  provided,
however,  that  Lessee  shall  be  entitled  to any  compensation  for  Lessee's
relocation  expenses,  loss of business goodwill and/or Trade Fixtures,  without
regard to whether or not this Lease is terminated  pursuant to the provisions of
this Paragraph.  All Alterations and Utility  Installations made to the Premises
by Lessee,  for purposes of Condemnation  only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation  which is
payable  therefor.  In the event that this Lease is not  terminated by reason of
the Condemnation,  Lessor shall repair any damage to the Premises caused by such
Condemnation.

15. Brokerage Fees.

15.1  Additional  Commission.  In  addition  to the  payments  owed  pursuant to
Paragraph  1.10  above,  and unless  Lessor and the Brokers  otherwise  agree in
writing,  Lessor agrees that: (a) if Lessee exercises any Option,  (b) if Lessee
acquires  from  Lessor any rights to the  Premises  or other  premises  owned by
Lessor and located  within the Project,  (c) if Lessee  remains in possession of
the Premises, with the consent of Lessor, after the expiration of this Lease, or
(d) if  Base  Rent  is  increased,  whether  by  agreement  or  operation  of an
escalation  clause  herein,  then,  Lessor shall pay Brokers a fee in accordance
with the schedule of the Brokers in effect at the time of the  execution of this
Lease.

15.2 Assumption of Obligations.  Any buyer or transferee of Lessor's interest in
this  Lease  shall be  deemed to have  assumed  Lessor's  obligation  hereunder.
Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10,
15, 22 and 31. If Lessor  fails to pay to  Brokers  any  amounts  due as and for
brokerage fees pertaining to this Lease when due, then such amounts shall accrue
Interest.  In addition,  if Lessor  fails to pay any amounts to Lessee's  Broker
when due,  Lessee's  Broker may send written notice to Lessor and Lessee of such
failure  and if  Lessor  fails to pay such  amounts  within 10 days  after  said
notice,  Lessee  shall pay said  monies to its Broker and  offset  such  amounts
against Rent. In addition,  Lessee's  Broker shall be deemed to be a third party
beneficiary  of any commission  agreement  entered into by and/or between Lessor
and Lessor's  Broker for the limited  purpose of  collecting  any  brokerage fee
owed.

15.3 Representations and Indemnities of Broker Relationships.  Lessee and Lessor
each  represent  and warrant to the other that it has had no  dealings  with any
person,  firm,  broker or finder (other than the Brokers,  if any) in connection
with this  Lease,  and that no one other than said named  Brokers is entitled to
any commission or finder's fee in connection herewith. Lessee and Lessor do each
hereby agree to indemnify,  protect, defend and hold the other harmless from and
against  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,  including any costs,  expenses,  attorneys'
fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

(a) Each  Party (as  "Responding  Party" ) shall  within 10 days  after  written
notice from the other Party (the "Requesting  Party")  execute,  acknowledge and
deliver to the  Requesting  Party a statement  in writing in form similar to the
then  most  current  "Estoppel  Certificate"  form  published  by  the  American
Industrial  Real  Estate   Association,   plus  such   additional   information,
confirmation and/or statements as may be reasonably  requested by the Requesting
Party.

(b) If the  Responding  Party  shall fail to execute  or  deliver  the  Estoppel
Certificate  within  such 10 day  period,  the  Requesting  Party may execute an
Estoppel  Certificate  stating  that:  (i) the 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.   Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting  Party's  Estoppel  Certificate,  and the  Responding  Party shall be
estopped from denying the truth of the facts contained in said Certificate.

(c) If Lessor desires to finance,  refinance,  or sell the Premises, or any part
thereof,  Lessee and all  Guarantors  shall deliver to any  potential  lender or
purchaser  designated by Lessor such  financial  statements as may be reasonably
required  by such  lender or  purchaser,  including  but not limited to Lessee's
financial  statements for the past 3 years. 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.

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17. Definition of Lessor.  The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises,  or, if this
is a sublease,  of the Lessee's  interest in the prior lease.  In the event of a
transfer of Lessor's  title or  interest in the  Premises or this Lease,  Lessor
shall  deliver to the  transferee  or assignee (in cash or by credit) any unused
Security  Deposit held by Lessor.  Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit,  as aforesaid,  the
prior Lessor shall be relieved of all liability with respect to the  obligations
and/orcovenants  under this Lease  thereafter  to be  performed  by the  Lessor.
Subject to the foregoing,  the obligations  and/or covenants in this Lease to be
performed  by the Lessor  shall be binding  only upon the Lessor as  hereinabove
defined.  Notwithstanding  the above, and subject to the provisions of Paragraph
20 below,  the original Lessor under this Lease,  and all subsequent  holders of
the Lessor's  interest in this Lease shall remain  liable and  responsible  with
regard to the potential duties and liabilities of Lessor pertaining to Hazardous
Substances as outlined in Paragraph 6.2 above.

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. Days.  Unless  otherwise  specifically  indicated to the contrary,  the word
"days" as used in this Lease shall mean and refer to calendar days.
20.  Limitation on Liability.  Subject to the  provisions of Paragraph 17 above,
the  obligations  of Lessor  under  this  Lease  shall not  constitute  personal
obligations  of  Lessor,  the  individual  partners  of  Lessor  or its or their
individual partners, directors, officers or shareholders,  and Lessee shall look
to the Premises,  and to no other assets of Lessor,  for the satisfaction of any
liability  of Lessor  with  respect to this Lease,  and shall not seek  recourse
against the individual partners of Lessor, or its or their individual  partners,
directors,  officers or  shareholders,  or any of their personal assets for such
satisfaction.

21. Time of Essence.  Time is of the essence with respect to the  performance of
all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other  Agreements;  Broker  Disclaimer.  This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each  represents and warrants to the Brokers that it has made,
and is relying solely upon,  its own  investigation  as to the nature,  quality,
character and financial  responsibility  of the other Party to this Lease and as
to the use,  nature,  quality and  character  of the  Premises.  Brokers have no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party.  The  liability  (including  court costs and  attorneys'
fees),  of any  Broker  with  respect to  negotiation,  execution,  delivery  or
performance  by either  Lessor or Lessee  under this Lease or any  amendment  or
modification hereto shall be limited to an amount up to the fee received by such
Broker pursuant to this Lease; provided,  however, that the foregoing limitation
on each Broker's  liability  shall not be applicable to any gross  negligence or
willful misconduct of such Broker.

23. Notices.

23.1 Notice  Requirements.  All notices  required or  permitted by this Lease or
applicable law shall be in writing and may be delivered in person (by hand or by
courier) or may be sent by regular,  certified or registered mail or U.S. Postal
Service Express Mail, with postage prepaid,  or by facsimile  transmission,  and
shall be  deemed  sufficiently  given if served  in a manner  specified  in this
Paragraph 23. The addresses noted adjacent to a Party's  signature on this Lease
shall be that Party's  address for delivery or mailing of notices.  Either Party
may by written  notice to the other  specify a  different  address  for  notice,
except that upon Lessee's taking possession of the Premises,  the Premises shall
constitute Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently  transmitted  to such party or parties at such  addresses as Lessor
may from time to time hereafter designate in writing.

23.2 Date of Notice.  Any notice sent by  registered or certified  mail,  return
receipt  requested,  shall be deemed given on the date of delivery  shown on the
receipt card, or if no delivery date is shown, the postmark thereon.  If sent by
regular  mail the  notice  shall be  deemed  given  48 hours  after  the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by United  States  Express Mail or overnight  courier  that  guarantee  next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier.  Notices  transmitted by facsimile  transmission  or similar
means  shall  be  deemed  delivered  upon  telephone   confirmation  of  receipt
(confirmation  report from fax machine is  sufficient),  provided a copy is also
delivered via delivery or mail.  If notice is received on a Saturday,  Sunday or
legal holiday, it shall be deemed received on the next business day.

24. Waivers.  No waiver by Lessor of the Default or Breach of any term, covenant
or  condition  hereof by  Lessee,  shall be  deemed a waiver of any other  term,
covenant or condition hereof,  or of any subsequent  Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. 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 or similar act
by Lessee,  or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease  requiring  such consent.  The acceptance of Rent by
Lessor shall not be a waiver of any Default or Breach by Lessee.  Any payment by
Lessee may be  accepted  by Lessor on account of monies or damages  due  Lessor,
notwithstanding  any  qualifying  statements  or  conditions  made by  Lessee in
connection  therewith,  which such statements  and/or  conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a) When  entering into a discussion  with a real estate agent  regarding a real
estate  transaction,  a Lessor or Lessee should from the outset  understand what
type of agency relationship or representation it has with the agent or agents in
the transaction.  Lessor and Lessee  acknowledge being advised by the Brokers in
this transaction, as follows:

(i) Lessor's  Agent. A Lessor's agent under a listing  agreement with the Lessor
acts as the agent for the Lessor  only.  A Lessor's  agent or  subagent  has the
following  affirmative  obligations:  To the Lessor:  A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee
and  the  Lessor:  a.  Diligent  exercise  of  reasonable  skills  and  care  in
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith. c. A duty to disclose all facts known to the agent  materially  affecting
the value or  desirability  of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either Party any confidential information obtained from the other

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Party  which does not  involve  the  affirmative  duties set forth  above.  (ii)
Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these
situations,  the agent is not the Lessor's agent, even if by agreement the agent
may receive  compensation for services rendered,  either in full or in part from
the  Lessor.  An agent  acting only for a Lessee has the  following  affirmative
obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty,
and  loyalty in  dealings  with the  Lessee.  To the Lessee and the  Lessor:  a.
Diligent  exercise of reasonable  skills and care in  performance of the agent's
duties.  b. A duty of  honest  and fair  dealing  and good  faith.  c. A duty to
disclose  all  facts  known  to the  agent  materially  affecting  the  value or
esirability  of the  property  that are not known to,  or  within  the  diligent
attention and observation  of, the Parties.  An agent is not obligated to reveal
to either Party any confidential information obtained from the other Party which
does not involve the affirmative duties set forth above.(iii) Agent Representing
Both Lessor and Lessee.  A real estate agent,  either acting directly or through
one or more associate licenses,  can legally be the agent of both the Lessor and
the Lessee in a transaction, but only with the knowledge and consent of both the
Lessor and the Lessee. In a dual agency  situation,  the agent has the following
affirmative  obligations to both the Lessor and the Lessee:  a. A fiduciary duty
of utmost  care,  integrity,  honesty  and loyalty in the  dealings  with either
Lessor or the  Lessee.  b.  Other  duties to the Lessor and the Lessee as stated
above in subparagraphs (i) or (ii). In representing both Lessor and Lessee,  the
agent may not without the express  permission of the respective Party,  disclose
to the other  Party that the Lessor will accept rent in an amount less than that
indicated in the listing or that the Lessee is willing to pay a higher rent than
that offered.  The above duties of the agent in a real estate transaction do not
relieve  a Lessor  or  Lessee  from the  responsibility  to  protect  their  own
interests. Lessor and Lessee should carefully read all agreements to assure that
they adequately express their  understanding of the transaction.  A realF estate
agent is a person qualified to advise about real estate.  If legal or tax advice
is desired, consult a competent professional.

(b) Brokers have no responsibility  with respect to any default or breach hereof
by either Party. The liability  (including court costs and attorneys'  fees), of
any Broker with  respect to any breach of duty,  error or  omission  relating to
this Lease shall not exceed the fee  received  by such  Broker  pursuant to this
Lease;  provided,  however,  that  the  foregoing  limitation  on each  Broker's
liability shall not be applicable to any gross negligence or willful  misconduct
of such Broker.

(c)  Buyer and  Seller  agree to  identify  to  Brokers  as  "Confidential"  any
communication  or information  given Brokers that is considered by such Party to
be confidential.

26.  No Right To  Holdover.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee  holds over,  then the Base Rent shall be  increased to
150% of the  Base  Rent  applicable  immediately  preceding  the  expiration  or
termination. Nothing contained herein shall be construed as consent by Lessor to
any holding over by Lessee.

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;  Construction of Agreement. All provisions of this
Lease to be observed or performed by Lessee are both  covenants and  conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall  not be  construed  as if  prepared  by one of  the  Parties,  but  rather
according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the
Parties hereto  concerning  this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1  Subordination.  This Lease and any Option  granted hereby shall be subject
and  subordinate  to any  ground  lease,  mortgage,  deed  of  trust,  or  other
hypothecation  or security  device  (collectively,  "Security  Device"),  now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof,  and to all renewals,  modifications,  and extensions  thereof.  Lessee
agrees that the  holders of any such  Security  Devices (in this Lease  together
referred to as "Lender") shall have no liability or obligation to perform any of
the  obligations  of Lessor under this Lease.  Any Lender may elect to have this
Lease  and/or any Option  granted  hereby  superior to the lien of its  Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options  shall be deemed  prior to such  Security  Device,  notwithstanding  the
relative dates of the documentation or recordation thereof.

30.2 Attornment.  Subject to the  non-disturbance  provisions of Paragraph 30.3,
Lessee agrees to attorn to a Lender or any other party who acquires ownership of
the Premises by reason of a foreclosure  of a Security  Device,  and that in the
event of such  foreclosure,  such new owner shall not: (a) be liable for any act
or omission of any prior  lessor or with  respect to events  occurring  prior to
acquisition of ownership; (b) be subject to any offsets or defenses which Lessee
might have against any prior lessor, (c) be bound by prepayment of more than one
month's  rent,  or (d) be liable for the return of any security  deposit paid to
any prior lessor.

30.3  Non-Disturbance.  With respect to Security  Devices entered into by Lessor
after the execution of this Lease, Lessee's subordination of this Lease shall be
subject to  receiving a  commercially  reasonable  non-disturbance  agreement (a
"Non-Disturbance  Agreement")  from the Lender which  Non-Disturbance  Agreement
provides that Lessee's possession of the Premises, and this Lease, including any
options to extend the term  hereof,  will not be  disturbed so long as Lessee is
not in Breach hereof and attorns to the record owner of the  Premises.  Further,
within  60  days  after  the  execution  of this  Lease,  Lessor  shall  use its
commercially  reasonable efforts to obtain a Non-Disturbance  Agreement from the
holder of any pre-existing  Security Device which is secured by the Premises. In
the event that Lessor is unable to provide the Non-Disturbance  Agreement within
said 60 days, then Lessee may, at Lessee's  option,  directly contact Lender and
attempt  to  negotiate  for the  execution  and  delivery  of a  Non-Disturbance
Agreement.

30.4  Self-Executing.  The  agreements  contained in this  Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that,  upon written  request from Lessor or a Lender in connection  with a sale,
financing or

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refinancing  of the  Premises,  Lessee and Lessor  shall  execute  such  further
writings as may be reasonably required to separately document any subordination,
attornment and/or Non-Disturbance Agreement provided for herein.

31.  Attorneys'  Fees.  If any  Party or Broker  brings an action or  proceeding
involving  the  Premises  whether  founded in tort,  contract  or equity,  or to
declare rights  hereunder,  the Prevailing  Party (as hereafter  defined) in any
such  proceeding,  action,  or appeal  thereon,  shall be entitled to reasonable
attorneys'  fees.  Such fees may be awarded in the same suit or  recovered  in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include,  without limitation,  a
Party or Broker who  substantially  obtains or defeats the relief sought, as the
case may be, whether by compromise,  settlement, judgment, or the abandonment by
the other Party or Broker of its claim or  defense.  The  attorneys'  fees 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 addition,
Lessor shall be entitled to attorneys' fees, costs and expenses  incurred in the
preparation  and service of notices of Default and  consultations  in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  Default  or  resulting  Breach  ($200 is a  reasonable  minimum  per
occurrence for such services and consultation).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time,  in the case of an  emergency,
and  otherwise  at  reasonable  times for the  purpose  of  showing  the same to
prospective  purchasers,  lenders,  or  tenants,  and making  such  alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary.
All such activities  shall be without  abatement of rent or liability to Lessee.
Lessor may at any time place on the Premises  any ordinary  "For Sale" signs and
Lessor may during the last 6 months of the term hereof place on the Premises any
ordinary  "For Lease"  signs.  Lessee may at any time place on the  Premises any
ordinary "For Sublease" sign.

33. Auctions.  Lessee shall not conduct, nor permit to be conducted, any auction
upon the Premises without  Lessor's prior written  consent.  Lessor shall not be
obligated to exercise any standard of reasonableness  in determining  whether to
permit an auction.

34. Signs. Except for ordinary "For SubleaseF" signs which may be placed only on
the Premises,  Lessee shall not place any sign upon the Project without Lessor's
prior written consent. All signs must comply with all Applicable Requirements.

35.  Termination;  Merger.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary or other  surrender of this Lease by Lessee,  the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee,  shall  automatically  terminate any sublease or lesser estate in the
Premises;  provided,  however,  that Lessor may elect to continue any one or all
existing subtenancies.  Lessor's failure within 10 days following any such event
to elect to the  contrary  by written  notice to the  holder of any such  lesser
interest,  shall constitute  Lessor's election to have such event constitute the
termination of such interest.

36. Consents.  Except as otherwise  provided herein,  wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed.  Lessor's actual reasonable costs
and expenses (including but not limited to architects',  attorneys',  engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent,  including but not limited to consents
to an assignment,  a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting  documentation
therefor.  Lessor's  consent  to any act,  assignment  or  subletting  shall not
constitute an  acknowledgment  that no Default or Breach by Lessee of this Lease
exists,  nor shall such consent be deemed a waiver of any then existing  Default
or Breach,  except as may be otherwise  specifically stated in writing by Lessor
at the time of such  consent.  The  failure  to specify  herein  any  particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other  conditions as are then reasonable with
reference to the  particular  matter for which  consent is being  given.  In the
event that  either  Party  disagrees  with any  determination  made by the other
hereunder  and  reasonably  requests  the  reasons for such  determination,  the
determining  party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.

37. Guarantor.

37.1  Execution.  The  Guarantors,  if any, shall each execute a guaranty in the
form most recently published by the American Industrial Real Estate Association,
and each such  Guarantor  shall have the same  obligations  as Lessee under this
Lease.

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails
or refuses,  upon  request to provide:  (a)  evidence  of the  execution  of the
guaranty,  including the authority of the party signing on Guarantor's behalf to
obligate Guarantor,  and in the case of a corporate Guarantor,  a certified copy
of a  resolution  of its  board of  directors  authorizing  the  making  of such
guaranty, (b) current financial statements, (c) an Estoppel Certificate,  or (d)
written confirmation that the guaranty is still in effect.

38. Quiet  Possession.  Subject to payment by Lessee of the Rent and performance
of all of the  covenants,  conditions  and  provisions  on  Lessee's  part to be
observed and performed under this Lease,  Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39.  Options.  If Lessee is  granted  an  option,  as  defined  below,  then the
following provisions shall apply.

39.1  Definition.  "Option"  shall mean:  (a) the right to extend the term of or
renew  this  Lease or to  extend or renew any  lease  that  Lessee  has on other
property  of  Lessor;  (b) the right of first  refusal  or first  offer to lease
either the  Premises or other  property of Lessor;  (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original  Lessee.  Any Option granted to Lessee in this
Lease is personal to the original Lessee, and cannot be assigned or exercised by
anyone other than said original  Lessee and only while the original Lessee is in
full  possession  of the  Premises  and,  if  requested  by Lessor,  with Lessee
certifying that Lessee has no intention of thereafter assigning or subletting.

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
Options have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee  shall  have no right to  exercise  an Option:  (i) during the period
commencing  with the giving of any notice of Default and  continuing  until said
Default is cured,  (ii)  during  the period of time any Rent is unpaid  (without
regard to whether notice thereof is given Lessee),  (iii) during the time Lessee
is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or

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more notices of separate Default,  whether or not the Defaults are cured, during
the 12 month period immediately preceding the exercise of the Option.

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

(c)  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 prior to the commencement of the extended term, (i) Lessee fails to
pay Rent for a period  of 30 days  after  such Rent  becomes  due  (without  any
necessity  of Lessor to give notice  thereof),  (ii) Lessor gives to Lessee 3 or
more notices of separate Default during any 12 month period,  whether or not the
Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40.  Security  Measures.  Lessee  hereby  acknowledges  that the Rent payable to
Lessor  hereunder  does not include the cost of guard service or other  security
measures,  and that Lessor shall have no obligation  whatsoever to provide same.
Lessee assumes all  responsibility  for the protection of the Premises,  Lessee,
its agents and invitees and their property from the acts of third parties.

41.  Reservations.  Lessor reserves the right: (i) to grant, without the consent
or joinder of Lessee,  such easements,  rights and dedications that Lessor deems
necessary,  (ii) to cause the recordation of parcel maps and  restrictions,  and
(iii) to create and/or install new utility raceways,  so long as such easements,
rights,   dedications,   maps,   restrictions,   and  utility  raceways  do  not
unreasonably  interfere with the use of the Premises by Lessee. Lessee agrees to
sign any documents reasonably requested by Lessor to effectuate such rights.

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 much
thereof as it was not legally required to pay.

43. Authority. If either Party hereto is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity  represents and warrants that he or she is duly authorized
to execute and deliver  this Lease on its behalf.  Each party  shall,  within 30
days after  request,  deliver to the other party  satisfactory  evidence of such
authority.

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

45.  Offer.  Preparation  of this  Lease by  either  party or  their  agent  and
submission  of same to the other  Party shall not be deemed an offer to lease to
the other  Party.  This Lease is not intended to be binding  until  executed and
delivered by all Parties hereto.

46.  Amendments.  This Lease may be  modified  only in  writing,  signed by Fthe
Parties  in  interest  at the time of the  modification.  As long as they do not
materially change Lessee's  obligations  hereunder,F  Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as may  be  reasonably
required by a Lender in  connection  with the  obtaining of normal  financing or
refinancing of the Premises.

47.  Multiple  Parties.  If more than one  person  or entity is named  herein as
either  Lessor or Lessee,  such  multiple  Parties  shall have joint and several
responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial.  The Parties hereby waive their  respective  rights to
trial by jury in any action or proceeding  involving the Property or arising out
of this Agreement.

49. Mediation and Arbitration of Disputes.  An Addendum  requiring the Mediation
and/or the  Arbitration  of all  disputes  between  the Parties  and/or  Brokers
arising out of this Lease ??is ??is not attached to this Lease.

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN,  AND BY THE  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.

ATTENTION:   NO  REPRESENTATION  OR  RECOMMENDATION  IS  MADE  BY  THE  AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT,  OR TAX  CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS  SUBSTANCES,  THE ZONING OF THE PREMISES,  THE  STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,  COMPLIANCE WITH THE
AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S
INTENDED USE.

WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,  CERTAIN
PROVISIONS  OF THE LEASE MAY NEED TO BE REVISED  TO COMPLY  WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED.

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                                Exhibits Page 26
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The  parties  hereto  have  executed  this  Lease at the  place and on the dates
specified above their respective  signatures.  Executed at: Tarzana,  California
Executed at: Sun Valley, California
on:

By LESSOR:
Glenoaks Business Park ESSXsport Corporation

By: LESSEE:  s/s Richard Joseph         s/s Bruce Caldwell
Name Printed: Richard Joseph            Name Printed: Bruce Caldwell
                                        Title: Owner Title: President & C.E.O.
Address: 18493 Ventura Blvd.            Address: 3625 Conflans, Irving, TX 75061
Tarzana, CA 91356                       Telephone: ( 877) 367-3779
Telephone: ( 818) 881-8100              Facsimile: ( 877) 329-3779
Facsimile: ( )                          Federal ID No.
Federal ID No.

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