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                                                                    EXHIBIT 10.2

                       INDUSTRIAL LEASE - MULTIPLE TENANT

THIS LEASE AGREEMENT made this 18th day of June, 2003, by and between Benaroya
Capital Company, LLC, a Washington limited liability company (the "Lessor") and
Northwest Biotherapeutics, Inc., a Delaware corporation (the "Lessee").

1.       PREMISES. Lessor does hereby lease to Lessee those certain premises, to
         wit: 14,022 square feet of space in Suite # 150 in the Building located
         at 22322 20th Avenue SE in Bothell, Washington and commonly referred to
         as the Canyon Park-8 Building as outlined on the Floor Plan attached
         hereto as Exhibit A (hereinafter called "Premises"). The building of
         which the Premises is a part is hereafter sometimes referred to as the
         "Project". In addition, the Lessee has the right, in common with other
         tenants in the Project and subject to the Rules and Regulations, to use
         of the Common Areas including the parking areas.

2.       TERM. This Lease shall be for a term of 39 months commencing July 1,
         2003 (the "Commencement Date") and terminating September 30, 2006.

3.       RENT. Lessee covenants and agrees to pay Lessor at 1001 Fourth Avenue,
         Suite 4700, Seattle, WA 98154, or to such other party or at such other
         place as Lessor may hereafter designate, Base Rent in the amount
         schedule below and Additional Rent, as provided in Section 9, in
         advance without offset or deduction, on or before the first (1st) day
         of each month of the Lease term:

<TABLE>
<CAPTION>
                Months:                                      Base Rent:
<S>                                                  <C>
July 1, 2003 through September 30, 2003              $         0  per month NNN
October 1, 2003 through December 31, 2003            $ 18,583.26  per month NNN
January 1, 2004 through September 30, 2004           $ 21,851.59  per month NNN
October 1, 2004 through September 30, 2005           $ 22,179.36  per month NNN
October 1, 2005 through September 30, 2006           $ 22,512.05  per month NNN
</TABLE>

4.       SECURITY DEPOSIT. Lessee has deposited with Lessor on the date hereof
         Forty Five Thousand Twenty Four and 10/100 dollars ($45,024.10). Said
         sum shall be held by Lessor as security for the faithful performance by
         Lessee of all the terms, covenants and conditions of this Lease to be
         kept and performed by Lessee during the entire Term hereof. If Lessee
         defaults with respect to any provision of this Lease, including, but
         not limited to, the provisions relating to the payment of Rent or other
         charges or sums due under this Lease, Lessor may (but shall not be
         required to) use, apply or retain all or any part of the security
         deposit for the payment of any Rent or other charges or sums due under
         this Lease or any sum in default, or for the payment of any amount
         which Lessor may spend or become obligated to spend by reason of
         Lessee's default, or to compensate Lessor for any other loss, damage,
         cost or expense (including attorneys' fees) which Lessor may suffer or
         incur by reason of Lessee's default. If any portion of said security
         deposit is so used or applied, Lessee shall, within five (5) days after
         written demand therefore, deposit a certified or cashier's check with
         Lessor in an amount sufficient to restore the security deposit to its
         original amount and Lessee's failure to do so shall be a default under
         this Lease. Lessor shall not be required to keep the security deposit
         separate from its general funds and Lessee shall not be entitled to
         interest on such deposit. If Lessee shall fully and faithfully perform
         every provision of this Lease to be performed by it, the security
         deposit or any balance thereof after deduction hereunder by Lessor
         shall be returned to Lessee (or, at Lessor's option, to the last
         assignee of Lessee's interest hereunder) within thirty (30) days
         following expiration of the Lease Term; provided, that in the event
         this Lease shall be terminated upon the default of the Lessee, the
         security deposit shall be retained by Lessor and all of Lessee's
         interest therein shall terminate and the security deposit will be
         applied against the damages suffered by Lessor by reason of the
         Lessee's default. In the event of termination of Lessor's interest in
         this Lease, Lessor shall transfer said deposit to Lessor's successor in
         interest.

5.       USE. Lessee shall use and occupy the Premises for the purposes of
         research and development, product development and light manufacturing
         of biomedical products and for no other purposes, without prior written
         consent of Lessor, and shall comply with all governmental laws,
         ordinances, regulations, orders and directives and insurance
         requirements applicable to Lessee's use of the Premises. Lessee shall
         not occupy or use or permit any portion of the Premises to be occupied
         or used in such a manner or for any purpose which would increase the
         cost of insurance coverage upon the Premises, the building or the
         contents thereof. Notwithstanding the foregoing or any

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         provision of this Lease to the contrary, Lessor recognizes, understands
         and agrees that in the course of Lessee's occupancy and use of the
         Premises, and subject to the indemnity obligations contained in Rider
         One attached to this Lease, Lessee shall from time to time transport,
         store, use and dispose of hazardous materials. As used herein, the term
         "hazardous materials" includes any substance, waste or material defined
         or designated as hazardous, toxic or dangerous (or any similar term) by
         any federal, state or local statute, regulation, rule or ordinance now
         or hereafter in effect, including, but not limited to, the
         Comprehensive Environmental Response, Compensation and Liability Act,
         42 U.S.C. Section 9601, et seq. Lessee shall promptly comply with all
         statutes, regulations and ordinances, and with all orders, decrees or
         judgments of governmental authorities or courts having jurisdiction,
         relating to the use, collection, treatment, disposal, storage, control,
         removal or cleanup of hazardous materials in, on or under the Premises,
         at Lessee's expense.

6.       RULES AND REGULATIONS. Lessee agrees to comply with any Rules and
         Regulations attached hereto, any recorded Covenants, Conditions and
         Restrictions affecting the Project, as well as such other reasonable
         rules and regulations as may from time to time be adopted by Lessor for
         the management, good order and safety of common areas, the building and
         its Lessee(s). Lessee shall be responsible for the compliance with such
         rules and regulations by its employees, agents and invitees. Lessor's
         failure to enforce any of such rules and regulations against Lessee or
         any other Lessee shall not be deemed to be a waiver of same.

7.       MAINTENANCE. Lessee agrees by taking possession that the Premises are
         in tenantable and good condition. Lessee shall at its expense and at
         all times keep, maintain, repair and replace the Premises, including
         but not limited to Lessee division walls and mechanical, electrical,
         sprinkler and other utility systems located wholly within the Premises,
         together with connections of utilities serving solely the Premises to
         utility distribution systems, in good condition, repair and order and
         in accordance with applicable laws, ordinances, rules, regulations and
         requirements of government authorities and insurance rating bureaus.
         Lessee shall further keep the Premises in a neat, clean, safe and
         sanitary condition; protect water, drain, gas and other pipes located
         wholly within and serving solely the Premises to prevent freezing or
         clogging and repair all leaks and damage caused thereby. At Lessee's
         cost as provided in Sections 8 and 9 below, Lessor shall provide water,
         sanitary sewer, electricity and other utilities to be provided to the
         perimeter of the Premises. After reasonable notice from Lessee, Lessor
         shall repair the roof, exterior walls (includingdoors and windows),
         foundations and common areas and facilities, if any, and the cost
         thereof shall be shared as provided in Section 9 hereof. Lessor will
         deliver the Premises with the currently existing heating and air
         conditioning system, which system shall be separately metered in the
         event it serves portions of the Project other than the Premises. Lessee
         shall pay all costs and expenses of providing heating, ventilation and
         air-conditioning to the Premises. Lessor will maintain a preventative
         maintenance contract providing for the regular inspection, maintenance
         and repair of the heating and air conditioning systems with a licensed
         mechanical contractor the cost of which will be paid by Lessee as
         Additional Rent.

8.       UTILITIES AND FEES. Lessee agrees to pay promptly when due all charges
         for light, heat, water, sewer, garbage, fire protection and other
         utilities and services to the Premises, and all license fees and other
         governmental charges levied on Lessee's property and the operation of
         Lessee's business on the Premises. Lessor shall not be liable for any
         injury or damages suffered as a result of the interruption of utilities
         or services by fire, or other casualty, strike, riot, vandalism, the
         making of necessary repairs or improvements, or other causes beyond
         Lessor's reasonable control.

9.       MONTHLY OPERATING EXPENSE ADJUSTMENTS. Lessee shall pay as additional
         monthly rent ("Additional Rent") any cost incurred by Lessor to
         maintain repair or replace exterior doors, glass and windows and its
         prorata share of all other expenses incurred by Lessor for operation of
         the Project during the term or any extension hereof, as follows:

         A.       Real Estate taxes and assessments, together with any
                  assessments levied by the Owner's Association, if any.

         B.       Usual and necessary costs of operation, management,
                  maintenance, repair, and replacement as determined by standard
                  accounting practice, including without limitation, all
                  utilities and services not metered or charged directly to
                  Lessee, insurance (including, but not limited to the insurance
                  provided for under Paragraph 16 C below), painting, upkeep and
                  repair of building exterior, roofing, parking, landscaping,
                  and all common areas and facilities. If any portion of the
                  Property, or any system or equipment is replaced by Lessor,
                  the cost of such replacement will be amortized over its useful
                  life. In

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                  the event of an insured casualty, the amount of any reasonable
                  deductible will be included as an operating expense.

         C.       A Management fee equal to four and one quarter percent (4
                  1/4%) of Lessee's monthly rent, including Base Rent and any
                  Additional Rent. Lessor shall from time to time estimate and
                  provide notice to Lessee of its monthly expense based upon
                  existing or expected costs. Such monthly estimated amount
                  shall be paid by Lessee on or before the first day of each
                  month. Lessor, annually or as soon as practicable following
                  termination hereof, shall compute Lessee's actual expenses.
                  Any overpayment shall be applied as a credit to Lessee against
                  future expense payments (and if any such credit shall be due
                  at the end of the Lease term, the amount of such credit shall
                  be paid within fifteen (15) days after the end of the Lease
                  term and this obligation will survive the expiration of this
                  Lease until such amount shall have been paid). Any deficiency
                  shall be paid to Lessor by Lessee within fifteen (15) days
                  after the date of Lessor's statement. Lessor's records showing
                  expenditures made for such expenses shall be available for
                  Lessee's inspection at any reasonable time.

                  Notwithstanding anything to the contrary herein, Additional
                  Rent shall not include costs occasioned by casualties that
                  would be covered by an all-risk property insurance policy
                  (including earthquake and flood) or by other insurance
                  actually carried by Lessor in excess of a reasonable
                  deductible; costs for which Lessor has a right of
                  reimbursement from others; insurance deductibles greater than
                  a reasonable amount per calendar year and co-insurance of any
                  type; Lessor's profit on Additional Rent if third party
                  management fees are included; depreciation for any of the real
                  or personal property associated with the Project, including
                  any leasehold improvements; costs occasioned by the act,
                  omission or violation of law by Lessor, any other occupant of
                  the Project (other than Lessee), or their respective agents,
                  employees or contractors; costs incurred to remove or
                  remediate any hazardous material from the Project and any
                  judgments, fines, penalties, or other costs incurred in
                  connection with any hazardous material exposure or release
                  (except to the extent that the foregoing is caused by the
                  illegal storage, use or disposal of the hazardous material in
                  question by Lessee); costs to correct any construction defect
                  in the Project, or to comply with any: (i) recorded covenants,
                  conditions or restrictions, (ii) underwriter's requirement; or
                  (iii) law applicable to the Premises or the Project any of
                  which was in effect as of the Commencement Date; costs
                  required for mandated compliance with the current Americans
                  with Disabilities Act except to the extent within the Premises
                  and caused by Lessee's specific use thereof; costs of any
                  renovation, improvement, painting or redecorating of any
                  portion of the Project not made available for Lessee's use; or
                  costs and expenses for which Lessee reimburses Lessor directly
                  or which Lessee pays directly to a third person.

                  The determination of actual costs and estimated costs
                  allocable to the Premises shall be made by Lessor. Lessor or
                  its agent shall keep records showing all expenditures made for
                  the items enumerated above, which records shall be available
                  for inspection and review by Lessee. The Lessee shall have the
                  right, at reasonable times and upon reasonable prior notice to
                  the Lessor to review the Lessor's records relating to the
                  actual costs and estimated costs allocable to the Premises for
                  a particular Lease Year, which review must be conducted within
                  six (6) months after Lessee's receipt of the statement of
                  actual costs allocable to the Premises for that particular
                  Lease Year. If such review is not conducted within such six
                  (6) month period, then the matters set forth in the statement
                  of actual costs allocable to the Premises for that particular
                  Lease Year shall be deemed conclusive. The Lessee shall pay
                  the costs and expenses of such review unless such review
                  reveals that the Lessor has overstated the Operating Expenses
                  for the Lease Year in question by an amount equal to five
                  percent (5%) or more for that particular Lease Year in which
                  event the Lessor shall pay up to $1,000 in payment of the
                  actual costs incurred by Lessee in the performance of such
                  review.

                  Lessee pro-rata share shall be determined by dividing the
                  leaseable square footage of the Premises by the total
                  leaseable square footage of the Project (including the
                  Premises).

10.      LESSOR'S RESERVATIONS. Lessor reserves the right without liability to
         Lessee: (a) to inspect the Premises, and to show them to prospective
         Lessees, partners or lenders and if they are vacated, to prepare them
         for re-occupancy; provided, however, that such inspections shall not
         materially and unreasonably interfere with Lessee's use, occupancy and
         enjoyment of the Premises. Lessor assumes all liability for and shall
         indemnify, hold harmless and defend Lessee from and against all loss,
         damage or expense which the Lessee may sustain or incur, and against
         any and all claims, demands, suits and actions whatsoever, including
         expense of investigation and litigation, on account of injury to or
         death of persons, including without limitation employees of Lessee,

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         employees of Lessor or its affiliated companies or on account of damage
         to or destruction of property, including without limitation property
         owned by and property in the care, custody or control of Lessee during
         the term, due to or arising in any manner from the acts or negligence
         of Lessor while exercising Lessor's access rights under this Section
         10, any such prospective Lessees, partners or lenders and any
         contractor, subcontractor, employee, agent or invitee of any of them.
         Lessor shall not be obligated to indemnify Lessor for the portion of
         any claim or liability caused by or arising from the act, or negligence
         of Lessee. It is mutually understood and agreed that the assumption of
         liabilities and indemnification provided for in this Section shall
         survive any termination of this Lease; (b) to retain at all times and
         to use in appropriate instances keys to doors within and into the
         Premises; (c) to make repairs, alterations, additions or improvements,
         whether structural or otherwise, in or about the building, and for such
         purposes to enter upon the Premises and during the continuance of any
         work, to temporarily close common areas and to temporarily interrupt or
         temporarily suspend building services and facilities, all without
         affecting any of Lessee's obligations hereunder, so long as the
         Premises are reasonably accessible and so long as any such closure,
         interruption or suspension shall not materially and adversely interfere
         with Lessee's use, occupancy and enjoyment of the Premises unless such
         result is unavoidable and not within Lessor's control; and (d)
         generally to perform any act relating to the safety, protection and
         preservation of the Premises or building. Except in the case of an
         emergency Lessor will attempt to limit the time of its access to
         business hours and to provide Lessee with reasonable notice under the
         circumstances prior to exercising its access rights hereunder. If
         practicable Lessor will attempt to provide such notice two (2) business
         days in advance.

11.      POSSESSION. If Lessor does not deliver possession of the Premises at
         the Commencement Date of the term of this Lease, then, unless such
         delay is caused by Lessee, Lessee may give Lessor written notice of its
         intention to cancel this Lease if possession is not delivered within
         ninety (90) days after receipt of such notice by Lessor. Lessor shall
         not be liable for any damages caused by failure to deliver possession
         of the Premises and Lessee shall not be liable for any rent until such
         time as Lessor delivers possession. A delay of possession shall not
         extend the termination date. Notwithstanding the above, in the event
         the delay was caused by Lessee, then the payment of Rent shall commence
         on the Commencement Date and Lessee shall not have any right to cancel
         this Lease as a result of such delay. At Lessee's request, Lessor will
         permit Lessee to have access to the Premises on June 20, 2003, prior to
         the Commencement Date of the term of this Lease. Both parties shall be
         bound by all of the covenants and terms contained herein during such
         period.

12.      ASSIGNMENT AND SUBLETTING. Lessee shall not either voluntarily or by
         operation of law assign, transfer, convey or encumber this Lease or any
         interest under it, or sublet its right to occupy or use all or any
         portion of the Premises without Lessor's prior written consent. Among
         the criteria to be used by Lessor in evaluating a request for
         assignment or subletting will be (i) the proposed use of the Premises
         which will be approved if such proposed use is the same as that
         permitted hereunder; (ii) the anticipated material, adverse impact, if
         any, on parking; (iii) the financial capacity of the assignee/sublessee
         to perform the obligations under this Lease; (iv) the compatibility of
         the proposed user with the remainder of the tenants and operation of
         the Building. Lessor reserves the right to recapture the Premises or
         applicable portion thereof in lieu of giving its consent by notice
         given to Lessee within ten (10) business days after receipt of Lessee's
         written request for assignment or subletting. Such recapture shall
         terminate this Lease as to the applicable space effective on the
         prospective date of assignment or subletting, which shall be the last
         day of a calendar month and not earlier than thirty (30) days after
         receipt of Lessee's request hereunder. In the event that Lessor shall
         not elect to recapture and shall thereafter give its consent, Lessee
         shall pay Lessor a reasonable fee, not to exceed One Thousand And
         No/100 Dollars ($1,000.00) to reimburse Lessor for processing costs
         incurred in connection with such consent. Lessor's consent shall not
         release or discharge Lessee from future liability under this Lease and
         shall not waive Lessor's right to consent to any future assignment or
         sublease. Any assignment or subletting without Lessor's consent shall
         be void and shall, at Lessor's option, constitute a default under this
         Lease. A transfer by the present majority shareholders of ownership or
         control of a majority of the voting stock of a corporate Lessee, or the
         change in form of entity of the Lessee, shall be deemed an assignment.
         Notwithstanding anything to the contrary in this Lease, Lessee may,
         without Lessor's prior written consent, sublet all or portions of the
         Premises or assign the Lease to: (i) a subsidiary, affiliate, parent or
         other entity which controls, is controlled by, or is under common
         control with, Lessee; (ii) a successor corporation related to Lessee by
         merger, consolidation, non-bankruptcy reorganization, or government
         action; (iii) a purchaser of substantially all of Lessee's assets in
         the Premises; or (iv) a joint venture in which Lessee is a general
         partner. For the purpose of this Lease, sale or transfer of stock of
         Lessee, Lessee's parent, or such parent's parent, through any public
         exchange, or redemption or issuance of additional stock of any class
         shall not be deemed an assignment, subletting, or any other transfer of
         the Lease or the Premises. No transfer, sale, or other disposition of
         the stock of Lessee occurring in connection with

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         or as a result of a private or public offering or placement of Lessee's
         stock, the principal purpose of which is to raise capital for Lessee
         and not to effect a change in control of Lessee, shall be deemed an
         assignment of this Lease or otherwise require Lessor's consent.

         The Lessee shall not assign its interest in or under this Lease for
         security purposes, nor shall the Lessee grant any security interest,
         lien or encumbrance against its interest in this Lease or in or to any
         property in or affixed to the Premises without the prior written
         consent of the Lessor, which consent shall be granted, withheld or
         conditioned in Lessor's sole discretion. In no event shall the Lessee
         grant, or allow to exist, any security interest in, or lien or
         encumbrance against the fee title to the Premises, the building in
         which the Premises is located or the real property on which the
         building is located.

13.      ALTERATIONS. Withoutobtaining the prior written consent of Lessor,
         Lessee may, at its sole cost and expense, make minor alterations,
         additions and improvements in said Premises (under $10,000 in the
         aggregate)so long as such alterations, additions or improvements are
         not structural in nature and not visible from the exterior of the
         Premises.. Lessee agrees to save Lessor harmless from any damage, loss,
         or expense arising therefrom and to comply with all laws, ordinances,
         rules and regulations. Upon termination of this Lease, all alterations,
         additions and improvements made in, to or on the Premises (including
         without limitation all electrical, lighting, plumbing, heating, air
         conditioning, and communications equipment and systems, doors, windows,
         partitions, drapery, carpeting, shelving, counters, and physically
         attached fixtures unless excluded by written agreement annexed hereto),
         shall remain upon and be surrendered as a part of the Premises;
         provided however, upon Lessor's request, Lessee shall remove those
         additions, alterations, or improvements as may be specified by Lessor,
         and repair and restore the Premises to is original condition at
         Lessee's sole cost and expense prior to expiration of the Term. If
         Lessee requests a determination from Lessor as to whether Lessee will
         be required to remove a particular addition, alteration or improvement
         at the end of the Lease term, Lessor will respond to such request
         within a reasonable time.

14.      LIENS. Lessee shall keep the Premises free from any liens arising out
         of any work performed, materials furnished, equipment supplied, or
         obligations incurred by or on behalf of Lessee. No work performed,
         material furnished, equipment supplied or obligations incurred by or on
         behalf of Lessee shall be deemed to be for the immediate use and
         benefit of Lessor so that no mechanic's lien or other lien shall be
         allowed against Lessor's estate in the premises. Lessee shall provide,
         at Lessee's own cost, waivers of lien signed by any party (including
         the Lessee) who performs work, furnishes materials, or supplies
         equipment to the Premises. Lessor may require, at Lessee's sole cost
         and expense, a lien release and completion bond in an amount equal to
         either the actual contract price or one and one-half times the
         estimated cost of any improvements, additions or alterations in the
         Premises which Lessee desires to make, to insure Lessor against any
         liability for lien and to insure completion of the work.

15.      SIGNS. All signs or symbols placed by Lessee in the windows and doors
         of the Premises, or upon any exterior part of the building, shall be
         subject to Lessor's prior written approval. Not to be unreasonably
         withheld, conditioned or delayed. Prior to termination of this Lease,
         Lessee will remove all signs placed by it upon the Premises, and will
         repair any damages caused by such removal.

16.      INSURANCE.

         A.       Lessee shall pay for and maintain, during the entire Lease
                  Term, the following policies of insurance:

                  (i)      Commercial general liability insurance, including
                           products, completed operations coverage and auto
                           liability insurance covering Lessee's operations and
                           the Premises with limits of not less than $2,000,000
                           per occurrence. Such policies shall be endorsed to
                           provide contractual liability insurance covering all
                           liability assumed by Lessee under the provisions of
                           this Lease and a copy of said endorsement will be
                           delivered to Lessor prior to commencement of the
                           Term.

                  (ii)     Special cause of loss "all risk" perils and sprinkler
                           leakage property insurance upon all building
                           improvements and alterations on the Premises for
                           which Lessee is responsible and upon Lessee's
                           property in the amount of one hundred percent (100%)
                           full replacement cost. The policy shall include
                           Lessor and Lessor's mortgagee, if any, as additional
                           insureds, as their interests may appear, with a loss
                           payable clause in favor of Lessor and Lessor's
                           mortgagee to the extent of their interest in the
                           property.

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         B.       Each policy provided by Lessee shall expressly provide that it
                  shall not be subject to cancellation or material change
                  without at least thirty (30) days prior written notice to the
                  Lessor. Lessee shall furnish Lessor, prior to commencement of
                  the Term, with insurance certificates naming Lessor as
                  additional insured and, upon request, copies of such policies
                  required to be maintained hereunder.

         C.       Lessor shall maintain property insurance during the entire
                  Lease Term in the amount of one hundred percent (100%) full
                  replacement value of the Building and Lessor's improvements.
                  Lessors coverage may include the perils of Special cause of
                  loss ("all risk") and earthquake.

17.      INDEMNITY AGAINST LIABILITY FOR LOSS OR DAMAGE

         A.       Lessee and Lessor each shall indemnify, hold harmless and
                  defend the other and their respective contractors,
                  subcontractors, employees, and agents (collectively, the
                  "Indemnified Parties") from and against all loss, damage or
                  expense which the Indemnified Parties may sustain or incur,
                  and against any and all claims, demands, suits and actions
                  whatsoever, including expense of investigation and litigation,
                  on account of injury to or death of persons, including without
                  limitation employees of such Indemnified Parties or their
                  respective affiliated companies or on account of damage to or
                  destruction of property, including without limitation property
                  owned by and property in the care, custody or control of the
                  Indemnified Party, due to or arising in any manner from:

                  (i)      The acts or negligence of Lessee or Lessor, as the
                           case may be hereunder, or their respective
                           contractors, subcontractors, employees, and agents;

                  (ii)     Any damage or injury to persons or property arising
                           out of a breach by Lessee or Lessor, as the case may
                           be, under this Lease, including, but not limited to,
                           obligations of Lessee and Lessor, respectively, under
                           Section 7, Maintenance.

         B.       Neither Lessee nor Lessor shall be obligated to indemnify any
                  Indemnified Party for the portion of any claim or liability
                  caused by or arising from the act, or negligence of such
                  Indemnified Party.

         C.       Without limiting the generality of the foregoing, Lessee's
                  assumption of liabilities and indemnification provided for in
                  this Section 17 shall apply to the Lessee's use of the
                  Premises and/or materials or substances used by Lessee or any
                  of its contractors, subcontractors or agents of Lessee or by
                  their respective employees.

         D.       It is mutually understood and agreed that the assumption of
                  liabilities and indemnification provided for in this Section
                  17 shall survive any termination of this Lease.

         E.       Solely for the purpose of effectuating the parties' respective
                  indemnification obligations under this Lease, and not for the
                  benefit of any third parties (including but not limited to
                  employees of either party), each party specifically and
                  expressly waives any immunity that may be granted it under the
                  Washington State Industrial Insurance Act, Title 51 RCW.
                  Furthermore, the indemnification obligations under this Lease
                  shall not be limited in any way by any limitation on the
                  amount or type of damages, compensation or benefits payable to
                  or for any third party under Worker Compensation Acts,
                  Disability Benefit Acts or other employee benefit acts. The
                  parties acknowledge that the foregoing provisions of this
                  Section have been specifically and mutually negotiated between
                  the parties.

18.      DAMAGE OR DESTRUCTION. If any of the Premises, or a substantial part of
         the building in which the Premises are located, shall be damaged or
         destroyed by fire or other insured casualty, and repair of the damage
         can not be completed within one hundred twenty (120) days, following
         receipt by Lessor of actual notice of such damage or destruction Lessor
         shall have the option either (a) to repair or rebuild within a
         reasonable time utilizing the insurance proceeds to effect such repair,
         or (b) not to repair or rebuild, and to cancel this Lease on thirty
         (30) days notice. If Lessor fails to give Lessee written notice of its
         election within thirty (30) days from the date of damage, or if the
         restoration of the Premises cannot be completed within one hundred
         twenty (120) days from date of notice, Lessee may cancel this Lease at
         its option on three (3) days notice. During the period of
         untenantability, rent shall abate in the same ratio as the portion of
         the Premises rendered untenantable bears to the whole of the Premises;
         provided that if the damage is due to the fault or neglect of Lessee,
         there shall be no abatement of rent.

                                        6

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         If the Premises or the building in which the Premises are located shall
         be damaged or destroyed by fire or other insured casualty, and repair
         of the damage can be completed within one hundred twenty (120) days,
         Lessor shall repair or rebuild within a reasonable time utilizing the
         insurance proceeds to effect such repair.

         If any part of the Premises or the building in which the Premises are
         located shall be damaged or destroyed by an uninsured casualty Lessor
         shall have the option either (a) to repair or rebuild within a
         reasonable time, or (b) not to repair or rebuild, and to cancel this
         Lease on thirty (30) days notice. In the event of cancellation by
         Lessor as a result of an uninsured casualty, Lessee shall have the
         right, within five (5) days following Lessor's notice of cancellation,
         to override such cancellation by agreeing to repair the damage at
         Lessee's sole cost and expense. In such event, the Lessee shall repair
         or rebuild within a reasonable time following the damage or
         destruction.

19.      EMINENT DOMAIN. If the whole of the Premises shall be taken by any
         public authority under the power of eminent domain, or purchased by the
         condemnor in lieu thereof, then the term of this Lease shall cease as
         of the date possession is taken by such public authority. If only part
         of the Premises shall be so taken, the Lease shall terminate only as to
         the portion taken, and shall continue in full force and effect as to
         the remainder of said Premises, and the monthly rent shall be reduced
         proportionately; provided, however, if the remainder of the Premises
         cannot be made tenantable for the purposes for which Lessee has been
         using the Premises or if more than twenty-five percent (25%) of the
         rentable square footage of the Premises shall be so taken, then either
         party, by written notice to the other, given at least thirty (30) days
         prior to the date that possession must be surrendered to the public
         authority, may terminate this Lease effective as of such surrender of
         possession. If any part of the building other than the Premises shall
         be so taken so as to render in Lessor's opinion the termination of this
         Lease beneficial to the remaining portion of the building, Lessor shall
         have the right within sixty (60) days of said taking to terminate this
         Lease upon thirty (30) days written notice to Lessee. In the event of
         any taking, whether whole or partial, Lessor shall be entitled to all
         awards, settlements, or compensation which may be given for the land
         and buildings. Lessee shall have no claim against Lessor for the value
         of any unexpired term of this Lease. Lessee shall have the right to
         seek an independent and separate award from the condemning authority so
         long as such award does not diminish the amount of the award payable to
         Lessor.

20.      INSOLVENCY. If Lessee shall be declared insolvent or bankrupt, or if
         Lessee's leasehold interest herein shall be levied upon or seized under
         writ of any court of law, or if a trustee, receiver or assignee be
         appointed for the property of Lessee, whether under operation of State
         or Federal statutes, then Lessor may, at its option, immediately,
         without notice (notice being expressly waived), terminate this Lease
         and take possession of said Premises.

21.      DEFAULT AND RE-ENTRY. If Lessee fails to keep or perform any of the
         covenants and agreements herein contained, then the same shall
         constitute a breach hereof. If the breach is Lessee's failure to pay
         rent or other charges provided for herein, then the Lease is in default
         upon the occurrence of such breach. If Lessee has not remedied other
         types of breaches within twenty (20) days after written notice thereof
         from Lessor, except that if the breach cannot reasonably be cured
         within such twenty (20) day period, then if Lessee fails to commence to
         cure within such twenty (20) day period and thereafter, diligently
         prosecute such cure to completion, then Lessor may, at its option,
         without further notice or demand:

         A.       Cure such breach for the account and at the expense of Lessee
                  (including entry upon the Premises to make repairs on behalf
                  of the Lessee where Lessee has failed to make such repairs as
                  required under this Lease) and such expense shall be deemed
                  additional rent due on the first of the following month; or

         B.       Re-enter the Premises, remove all persons therefrom, take
                  possession of the Premises and remove all personal property
                  therein at Lessee's risk and expense and (1) terminate this
                  Lease, or (2) without terminating the Lease or in any way
                  affecting the rights and remedies of Lessor or the obligations
                  of Lessee, make an honest and reasonable effort to re-let the
                  whole or any part of the Premises for Lessee's account upon
                  such terms and conditions as Lessor may deem advisable. In
                  either event, any moneys received from Lessee and any deposit
                  or other amounts held by Lessor may first be applied by Lessor
                  to any damages suffered by Lessor as a result of such default,
                  including without limitation, costs and expenses incurred on
                  re-entry and re-letting, any unamortized tenant improvements
                  and commissions, cleaning, necessary repairs, restoration and
                  alteration, and any commissions incurred on re-letting, and
                  the balance of such amounts may be applied toward payment of
                  other sums due to Lessor hereunder. In the event the

                                        7

<PAGE>

                  Premises are re-let for Lessee's account, Lessee shall pay to
                  Lessor monthly any deficiency; however, Lessor shall not be
                  required to pay any excess to Lessee. Upon termination of this
                  Lease or of Lessee's right to possession, Lessor reserves and
                  has the right to recover damages arising from the breach of
                  the Lease from Lessee including, but not limited to: (1) The
                  worth of the unpaid rent and other charges provided for herein
                  that had been earned at the time of such termination; (2) The
                  worth of the amount of the unpaid rent and other charges
                  provided for herein that would have been earned for the
                  balance of the term of this Lease after the date of such
                  termination; and (3) Any other amount, including court,
                  attorney and collection costs, necessary to compensate Lessor.
                  "The Worth," as used in Section (1) is to be calculated
                  allowing interest at 18% per year (or, if applicable, at such
                  lower rate as may represent the highest legal limit allowed in
                  the State of Washington). "The worth" as used for Section (2)
                  is to be computed by discounting the amount at the discount
                  rate of the Federal Reserve Bank of San Francisco at the time
                  of termination. The above remedies of Lessor are cumulative
                  and in addition to any other remedies now or hereafter allowed
                  by law or elsewhere provided for in this Lease.

         C.       Lessor shall not be liable for damages by reason of the
                  re-entry described in paragraph B, above.

         LESSOR'S DEFAULT. If Lessor fails to keep or perform any of the
         covenants and agreements herein contained, then the same shall
         constitute a breach hereof. If the breach is Lessor's failure to pay
         such charges provided for herein that are required to be paid by
         Lessor, if any,, then the Lease is in default three (3) days after
         receipt by Lessor of written notice from Lessee of the occurrence of
         such breach. If Lessor has not remedied other types of breaches within
         twenty (20) business days after written notice thereof from Lessee,
         except that if the breach cannot reasonably be cured within such twenty
         (20) business day period, then if Lessor fails to commence to cure
         within such twenty (20) business day period and thereafter, diligently
         prosecute such cure to completion, then Lessee may, at its option,
         without further notice or demand (a) without terminating the Lease or
         in any way affecting the rights and remedies of Lessee or the
         obligations of Lessor, seek specific performance of Lessor's
         obligations hereunder, or (b) subject to Section 37 of this Lease, seek
         monetary damages for the damages arising from the breach of the Lease
         from Lessor.

22.      REMOVAL OF PROPERTY. Any property of Lessee removed by Lessor in
         accordance with Section 21 above may be stored, sold, or disposed of by
         Lessor without any additional notice to Lessee at the sole risk and
         expense of Lessee and without any further responsibility of Lessor.
         Proceeds therefrom may be applied by Lessor upon any indebtedness due
         from Lessee to Lessor. Lessee waives all claims for damages that may be
         caused by Lessor re-entering the Premises and removing or disposing of
         said property as herein provided.

23.      COSTS AND ATTORNEYS' FEES. In the event either party shall commence
         legal action to enforce any provision of this Lease, the court shall
         award to the prevailing party all reasonable attorneys' fees and all
         costs incurred in connection therewith, including fees and costs on
         appeal. Any action relating to this Lease shall be brought in the
         County in which the Premises are located or, at Lessor's election, in
         King County, Washington.

24.      SUBROGATION WAIVER. Lessor and Lessee each herewith and hereby release
         and relieve the other and waive its entire right of recovery against
         the other for loss or damage arising out of or incident to the perils
         of fire, explosion or any other perils described in the "all risk"
         insurance and the events covered under the property insurance coverages
         required under this Lease, whether due to the negligence of either
         party, their agents, employees or otherwise. Each party shall obtain
         from its respective insurer under each insurance policy that it
         maintains a waiver of all rights of subrogation which the insurer may
         have against the other party for claims that are released under this
         Section 24.

25.      HOLDING OVER. If Lessee, with the express consent of Lessor, shall hold
         over after the expiration of the term of this Lease, Lessee shall
         remain bound by all the covenants and agreements herein, except that
         (a) the tenancy shall be from month-to-month and (b) the monthly rent
         to be paid by Lessee shall be determined by multiplying the monthly
         rent in effect immediately preceding such expiration times 150%. If
         Lessee holds possession of the Demised Premises after the expiration of
         the Lease without the express written consent of Lessor, Lessee shall
         remain bound by all the covenants and agreements herein, except that
         (a) the tenancy shall be from month-to-month and (b) the monthly rent
         to be paid by Lessee shall be the greater of twice the monthly rent in
         effect immediately preceding such expiration or the total loss to
         Lessor as a result of Lessee's holdover, if, effective during the term
         of such holdover, Lessor has leased all or part of the Premises to
         other Lessee(s). Any such tenancy may be terminated with twenty (20)
         days prior notice as provided by Washington State law.

                                        8

<PAGE>

         In the event of any unauthorized holding over, Lessee shall also
         indemnify and hold Lessor harmless from and against all liability,
         losses, claims, causes of action, damages, costs and expenses
         (including without limitation attorney fees) resulting from Lessee's
         failure to surrender the Premises, including without limitation claims
         made by succeeding Lessees resulting from Lessee's failure to surrender
         the Premises.

         Lessee's obligations under this Section 25 shall survive the expiration
         or termination of this Lease.

26.      SUBORDINATION AND ATTORNMENT; MORTGAGE PROTECTION.

         A.       SUBORDINATION-NOTICE TO MORTGAGEE. At the request of Lessor,
                  Lessee shall promptly execute, acknowledge and deliver, all
                  instruments which may be required to subordinate this Lease to
                  any existing or future mortgages, deeds of trust and/or other
                  security documents on or encumbering the Premises or on the
                  leasehold interest held by Lessor, and to any extensions,
                  renewals, or replacements thereof, provided that (a) the
                  mortgagee or beneficiary, as the case may be, shall agree to
                  recognize this Lease in the event of foreclosure if Lessee is
                  not in material default at such time and (b) the terms,
                  conditions and provisions of such instrument other than those
                  dealing exclusively with such subordination and such
                  recognition and non-disturbance shall be in form and substance
                  reasonably satisfactory to Lessee.

         B.       LESSEE'S CERTIFICATE. Lessee shall at any time and from time
                  to time within five (5) days after written notice from Lessor
                  execute, acknowledge and deliver to Lessor a statement in
                  writing (a) certifying that this Lease is unmodified and in
                  full force and effect (or, if modified, stating the nature of
                  such modification and certifying that this Lease as so
                  modified is in full force and effect), and the date to which
                  the rental and other charges are paid in advance, if any; and
                  (b) acknowledging that there are not, to Lessee's knowledge,
                  any uncured defaults on the part of the Lessor or Lessee
                  hereunder, or specifying such defaults if any are claimed; and
                  (c) setting forth the date of commencement of rents and
                  expiration of the Lease Term hereof; and, (d) such other
                  information as the Lessor shall reasonably require. Any such
                  statement may be relied upon by any prospective purchaser or
                  encumbrancer of all or any portion of the Premises of which
                  the Premises are a part.

         C.       MORTGAGEE PROTECTION CLAUSE. Lessee agrees to notify any
                  mortgagee and/or trust deed holders, by registered mail, with
                  a copy of any notice of default served upon the Lessor,
                  provided that prior to such notice Lessee has been notified in
                  writing (by way of Notice of Assignment of Rents and Lease, or
                  otherwise) of the addresses of such mortgagees and/or trust
                  deed holders. Lessee further agrees that if Lessor shall have
                  failed to cure such default, then the mortgagees and/or trust
                  deed holders have thirty (30) days within which to cure such
                  default or if such default cannot be cured within that time,
                  then such additional times as may be necessary if within such
                  thirty (30) days any mortgagee and/or trust deed holder has
                  commenced and is diligently pursuing the remedies necessary to
                  cure such default (including but not limited to commencement
                  of foreclosure proceedings if necessary to affect such cure),
                  in which event this Lease shall not be terminated if such
                  remedies are being so diligently pursued.

27.      SURRENDER OF POSSESSION. Lessee shall, prior to the termination of this
         Lease or of Lessee's right to possession, remove from the Premises all
         personal property which Lessee is entitled to remove and those
         alterations, additions, improvements or signs which may be required by
         Lessor to be removed, pursuant to Sections 13 and 15 above, and shall
         repair or pay for all damage to the Premises caused by such removal.
         All such property remaining and every interest of Lessee in the same
         shall be conclusively presumed to have been conveyed by Lessee to
         Lessor under this Lease as a bill of sale, without compensation,
         allowance, or credit to Lessee. Lessee shall upon termination of this
         Lease or of Lessee's right of possession, deliver all keys to Lessor
         and peacefully quit and surrender the Premises without notice, neat and
         clean, and in as good condition as when Lessee took possession, except
         for reasonable wear and tear as determined by Lessor and with all
         components and systems in good working order and repair.

28.      LATE PAYMENT AND INTEREST. If any amount due from Lessee is not
         received in the office of Lessor on or before the third (3rd) day
         following the date upon which such amount is due and payable, a late
         charge of five percent (5%) of said amount shall become immediately due
         and payable, which late charge Lessor and Lessee agree represents a
         fair and reasonable estimate of the processing and accounting costs
         that Lessor will incur by reason of such late payment. All past due
         amounts owing to Lessor under this Lease, including rent, shall be
         assessed interest at an annual percentage rate of eighteen percent
         (18%) from the date due until paid.

                                        9

<PAGE>

29.      NOTICE. Any notice, communication or remittance required or permitted
         by this Lease by either party to the other shall be deemed given,
         served or delivered, in writing, delivered personally or by courier or
         by telephonic facsimile transmission with automatic confirmation,
         addressed to the Lessor at the address specified for the payment of
         rent under paragraph 3 of this Lease or to Lessee at the Premises or to
         such other address as either party may designate to the other in
         writing from time to time.

30.      NO WAIVER OF COVENANTS. Time is of the essence of this Lease. Any
         waiver by either party of any breach hereof by the other shall not be
         considered a waiver of any future similar or other breach.

31.      ENTIRE AGREEMENT. It is expressly understood and agreed by Lessor and
         Lessee that there are no promises, agreements, conditions,
         understandings, inducements, warranties, or representations, oral or
         written, express or implied, between them, other than as herein set
         forth and that this Lease shall not be modified in any manner except by
         an instrument in writing executed by the parties.

32.      BINDING ON HEIRS, SUCCESSORS AND ASSIGNS. The covenants and agreements
         of this Lease shall be binding upon the heirs, executors,
         administrators, successors and assigns of both parties hereto, except
         as hereinabove provided.

33.      LESSOR'S ASSIGNMENT. It is fully understood that Lessor shall have the
         full right to assign this Lease, without any notice to Lessee, thereby
         relieving Lessor from all and any liabilities; provided however, that
         the assignee assumes all Lessor's responsibilities as set forth in this
         Lease.

34.      ENVIRONMENTAL. See Rider One attached and incorporated into this Lease
         by this reference.

35.      BROKERS; AGENCY DISCLOSURE; BROKERAGE RELATIONSHIPS.

         A.       PAYMENT OF BROKERS. Lessor shall pay the commissions due those
                  real estate brokers or agents named below pursuant to separate
                  written agreements. If Lessee has dealt with any other person
                  or real estate broker with respect to leasing or renting space
                  in the Building, Lessee shall be solely responsible for the
                  payment of any fee due said person or firm and Lessee shall
                  hold Lessor free and harmless against any liability in respect
                  thereto, including attorney's fees and costs.

         B.       AGENCY DISCLOSURE. At the signing of this Lease Agreement, the
                  Lessor's Leasing Agent, Bill Neil, of Insignia Kidder Mathews,
                  represented Lessor. Each party signing this document confirms
                  that the prior oral and/or written disclosure of agency was
                  provided to him/her in this transaction. (As required by WAC
                  308-124D-040).

36.      FORCE MAJEURE. Lessor shall have no liability to Lessee on account of
         the following acts of "force majeure," which shall include (a) the
         inability of Lessor to fulfill, or delay in fulfilling, any of Lessor's
         obligations under this Lease by reason of strike, lockout, other labor
         trouble, dispute or disturbance; (b) governmental regulation,
         moratorium, action, inaction, preemption or priorities or other
         controls, including delays in receipt of permits; (c) shortages of
         fuel, supplies or labor; (d) any failure or defect in the supply,
         quantity or character of electricity or water furnished to the Premises
         by reason of any requirement, act or omission of the public utility or
         others furnishing the Building with electricity or water; or (e) for
         any other reason, whether similar or dissimilar to the above, or for
         act of God, beyond Lessor's reasonable control. If this Lease specifies
         a time period for performance of an obligation of Lessor, that time
         period shall be extended by the period of any delay in Lessor's
         performance caused by any of the events of force majeure described
         herein.

37.      LIMITATION OF LIABILITY. The recourse of Lessee to recover any claim
         against Lessor arising under this Lease shall be limited to Lessor's
         interest in the Building and to the rents, issues and profits from the
         Building. Lessee waives any and all recourse for any such liability
         against Lessor's members, partners, shareholders, trustees or
         beneficiaries, or any property or assets of Lessor other than the
         Building.

38.      RECONFIGURATION/ACCESS. In order to meet Lessee's space requirements on
         a timely basis Lessor has agreed to deliver possession of the Premises
         to Lessee prior to making those alterations and improvement that will
         be necessary for Lessor and any future lessee to gain unimpeded and
         unconditional access to the remaining portion of the Building not
         leased by Lessee hereunder (the

                                       10

<PAGE>

         "Available Space"). Subject to the provisions of Section 10 hereof
         (except that no prior notice shall be required), Lessee hereby grants
         to Lessor and Lessor's agents the right to enter the Premises at any
         reasonable time to make the alterations and improvement in the area
         depicted on Exhibit A as "Future Reconfiguration". In the meantime,
         prior to such alterations and improvements being completed, Lessor and
         Lessor's agents retain the right to access the Available Space from or
         through the Premises at the locations depicted on Exhibit A as
         "Available Space Access").

39.      OPTION TO RENEW. Provided Lessee has not been in default of any term or
         condition of the Lease beyond any applicable cure period, Lessee shall
         have the Option to Renew this Lease on all of the terms and conditions
         contained in this Lease, except Monthly Minimum Rent, for an additional
         term of three (3) years ("Extended Term") following expiration of the
         Initial Term. The Base Rent for the Extended Term shall be the Market
         Rent as reasonably determined by Lessor. "Market Rent" shall mean the
         rent obtained for comparable space for a comparable term in comparable
         buildings in the geographic area in which the building is located and
         comparable space shall mean similar sized space in similar condition.
         Lessee shall notify Lessor of its intent to exercise this Option to
         Renew at least than nine (9) months prior to the expiration of the
         Initial Term of this Lease. Within ten (10) days following receipt of
         such notice from Lessee, Lessor will inform Lessee of market rent.
         Within ten (10) days thereafter, Lessee shall notify Lessor of its
         exercise of the Option to Renew on the defined terms. If Lessee either
         waives its right or fails to exercise its right within such ten (10)
         day period, then this option will terminate and be of no further force
         or effect.

40.      EXHIBITS. The following exhibits or riders are made a part of this
         Lease and are incorporated herein by reference:

                  Rider One - Environmental
                  Exhibit A - Premises
                  Exhibit B - Rules and Regulations

Lessor:                                     Lessee:

BENAROYA CAPITAL COMPANY, LLC               Northwest Biotheraputics, Inc.

/s/ Larry Benaroya                          /s/ Daniel O. Wilds
----------------------------                ------------------------------------
                                                       (SIGNATURE)

By: Larry Benaroya                          By: Daniel O. Wilds
                                               ---------------------------------
                                                      (PLEASE PRINT)
Its: Manager                                Its: Chairman & CEO
                                                --------------------------------

Date: 6-26-03                               Date: 6-20-03
     --------------------------                  -------------------------------
                                       11

<PAGE>

STATE OF WASHINGTON   ]
                      ] ss.
COUNTY OF KING        ]

         I certify that I know or have satisfactory evidence that Larry R.
Benaroya is the person who appeared before me, a Notary Public in and for the
State of Washington duly commissioned and sworn, and acknowledged that he is the
Manager of Benaroya Capital Company, LLC, a Washington limited liability
company, who executed the within and foregoing instrument, and acknowledged the
instrument to be the free and voluntary act and deed of said company for the
uses and purposes therein mentioned, and on oath stated that affiant is
authorized to execute said instrument on behalf of said company.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this
26th day of June, 2003.

                                            /s/ Lorie Jo Goodman
                                            ____________________________________
                                            Notary Public in and for the
                                            State of Washington
                                            residing at Seattle
                                            Commission expires 4-9-07
                                            Print Name Lorie Jo Goodman

STATE OF WASHINGTON        ]
                           ] ss.
COUNTY OF KING             ]

         I certify that I know or have satisfactory evidence that Daniel O. Wild
is the person who appeared before me, a Notary Public in and for the State of
Washington duly commissioned and sworn, and acknowledged that he/she is the
Chairman & CEO, of Northwest Biotherapeutics, Inc., a Delaware Corporation, who
executed the within and foregoing instrument, and acknowledged the instrument to
be the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that affiant is authorized to
execute said instrument on behalf of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this
20th day of June, 2003.

                                            /s/ William C. Neil
                                            ____________________________________
                                            Notary Public in and for the
                                            State of Washington
                                            residing at Bellevue, WA
                                            Commission expires 1-18-2005
                                            Print Name William C. Neil

                                       12

<PAGE>

                                   RIDER ONE
                  EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE

a.       EMISSIONS. Lessee shall not (i) discharge, emit or permit to be
         discharged or emitted, any liquid, solid or gaseous matter, or any
         combination thereof, into the atmosphere, the ground or any body of
         water, which does or may pollute or contaminate the same, or does or
         may adversely affect the health or safety of persons, or the use or
         enjoyment of the Premises; nor (ii) transmit, receive or permit to be
         transmitted or received, any electromagnetic, microwave or other
         radiation in, on or about the Premises.

b.       STORAGE. If, with or without violation of this Lease, Lessee possesses
         at the Premises any matter described in Section A above or any
         Hazardous Substances (as defined below), Lessee shall store the same in
         appropriate leak proof containers and/or areas which comply with all
         laws and all prudent practices.

c.       DISPOSAL OF WASTE. Lessee shall not keep any trash, garbage, waste or
         other refuse on the Premises except in sanitary containers and shall
         regularly and frequently remove same from the Premises. Lessee shall
         keep all such containers in a clean and sanitary condition. Lessee
         shall properly dispose of all sanitary sewage and shall not use the
         sewage system for the disposal of anything except sanitary sewage, nor
         in excess of capacity. Lessee shall not cause any obstruction in the
         sewage disposal system.

d.       COMPLIANCE OF LAW. Notwithstanding any other provision in the Lease to
         the contrary, Lessee shall comply with all Laws in complying with its
         obligations under this Lease, and in particular, Laws relating to the
         storage, use and disposal of Hazardous Substances (as defined below).

e.       INDEMNIFICATION FOR BREACH. Lessee shall defend, indemnify and hold
         Lessor, the Project and the holder of a trust deed or mortgage on the
         Project harmless from any loss, claim, liability or expense, including,
         without limitation, attorneys fees and costs, at trial and/or on appeal
         and review, arising out of or in connection with its failure to observe
         or comply with the provisions of this Rider. This indemnity shall
         survive the expiration or earlier termination of the term of the Lease
         or the termination of Lessee's right of possession and be fully
         enforceable thereafter.

f.       INDEMNIFICATION REGARDING HAZARDOUS SUBSTANCES. In addition to the
         indemnity obligations contained elsewhere herein, Lessee shall
         indemnify, defend and hold harmless Lessor, the Premises, the Project,
         and the holder of a trust deed or mortgage on the Project, from and
         against all claims, losses, damages, monitoring costs, response costs,
         liabilities, and other costs expenses caused by, arising out of, or in
         connection with, the generation, release, handling, storage, discharge,
         transportation, deposit or disposal in, on, under or about the Premises
         by Lessee or any of Lessee's agents of the following (collectively
         referred to as "Hazardous Substances"): hazardous materials, hazardous
         substances, toxic wastes, toxic substances, pollutants, petroleum
         products, underground tanks, oils, pollution, asbestos, PCB's,
         radioactive materials, or contaminants, as those terms are commonly
         used or as defined by federal, state, and/or local law or regulation
         related to protection of health or the environment as any of same may
         be amended from time to time, and/or by any rules and regulations
         promulgated thereunder. Such damages, costs, liability and expenses
         shall include such as are claimed by any regulating and/or
         administering agency, any ground lessor or master lessor of the
         Project, the holder of any Mortgage or Deed of Trust on the Project,
         and/or any successor of the Lessor named herein. This indemnity shall
         include (i) claims of third parties, including governmental agencies,
         for damages, fines, penalties, response costs, monitoring costs,
         injunctive or other relief; (ii) the costs, expenses or losses
         resulting from any injunctive relief, including preliminary or
         temporary injunctive relief; (iii) the expenses, including fees of
         attorneys and experts, of report the existence of Hazardous Substances
         to an agency of the State of which the Premises is located or of the
         United States as required by applicable laws and regulations; and (iv)
         any and all expenses or obligations, including attorney's fees,
         incurred at, before and after any administrational proceeding, trial,
         appeal and review. This indemnity shall survive the expiration or
         earlier termination of the term of the Lease or the termination of
         Lessee's right of possession and shall remain fully enforceable
         thereafter.

g.       INFORMATION. Lessee shall give prior written notice to Lessor of any
         use, whether incidental or otherwise, of Hazardous Substances on the
         Premises, and shall immediately deliver to Lessor a copy of any notice
         of any violation of any Law with respect to such use. Lessee shall also
         provide to Lessor, upon request, with any and all information regarding
         Hazardous Substances in the Premises, including contemporaneous copies
         of all filings and reports to governmental entities, and any other
         information requested by Lessor. In the event of any accident, spill or
         other incident involving Hazardous Substances, Lessee shall immediately
         report the same to Lessor and supply Lessor with all information and
         reports with respect to the same. All information described herein
         shall be provided to Lessor regardless of any claim by Lessee that it
         is confidential or privileged.

                                       13

<PAGE>

                                    EXHIBIT A
                                    PREMISES

                                       14

<PAGE>

                                    EXHIBIT B
                              RULES AND REGULATIONS

1.       Except as specifically provided in the Lease to which these Rules and
         Regulations are attached, no sign, placard, picture, advertisement,
         name or notice shall be installed or displayed on any part of the
         outside or inside of the Building or Project without the prior written
         consent of Lessor. Lessor shall have the right to remove, at Lessee's
         expense and without notice, any sign installed or displayed in
         violation of this rule. All approved signs or lettering on doors and
         walls shall be printed, painted, affixed or inscribed at the expense of
         Lessee by a person approved by Lessor.

2.       If Lessor objects in writing to any objects attached to or used in
         connection with any window or door of the Premises, or placed on any
         windowsill, which is visible from the exterior of the Premises, Lessee
         shall immediately discontinue such use. Lessee shall not place anything
         against or near glass partitions or doors or windows which may appear
         unsightly from outside the Premises.

3.       Lessee shall not obstruct any sidewalks, exits, entrances, or stairways
         of the Project. The exits, entrances, and stairways are not open to the
         general public, but are open, subject to reasonable regulations, to
         Lessee's business invitees. No Lessee and no employee or invitee of any
         Lessee shall go upon the roof(s) of the Project except for Lessee's
         mechanical contractor to access the HVAC equipment. Lessee's choice of
         a contractor is subject to the reasonable approval of Lessor.

4.       Truck trailers and cabs are permitted to be parked only in front of the
         truck doors of the Premises. No storage of any kind, including trucks
         and/or trailers is permitted in the common areas (which include but are
         not limited to roadways, truck maneuvering and striped automobile
         parking) or in front of truck doors which are not a part of the
         Premises.

5.       Lessor will furnish Lessee, free of charge, with two keys to each door
         lock in the Premises. Lessor may make a reasonable charge for any
         additional keys. Lessee shall not alter any lock or install a new
         additional lock or bolt on any door of its Premises without Lessor's
         prior consent, which will not be unreasonably withheld. In the event of
         such an alteration or installation, Lessee will promptly deliver a copy
         of any new keys to Lessor. Lessee, upon the termination of its tenancy,
         shall deliver to Lessor the keys of all doors which have been furnished
         to Lessee, and in the event of loss of any keys so furnished, shall pay
         Lessor therefor.

6.       If Lessee requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain, and comply with, Lessor's instructions
         in their installation.

7.       Lessee shall not place a load upon any floor of the Premises which
         exceeds the load per square foot which such floor was designed to carry
         and which is allowed by Law. Heavy objects shall, if considered
         necessary by Lessor, stand on such platforms as determined by Lessor to
         be necessary to properly distribute the weight, which platforms shall
         be provided at Lessee's expense. Equipment belonging to Lessee which
         cause noise or vibration that may be transmitted to the structure of
         the Building or to any space therein shall be placed and maintained by
         Lessee, at Lessee's expense, on vibration eliminators, or other devices
         sufficient to eliminate noise or vibration. The persons employed to
         move such equipment in or out of the Building must be acceptable to
         Lessor. Lessor will not be responsible for loss of, or damage to, any
         such equipment or other property from any cause, and all damage done to
         the building by maintaining or moving such equipment or other property
         shall be repaired at the expense of Lessee.

8.       Lessee shall not use or keep in the Premises any kerosene, gasoline or
         inflammable or combustible fluid or material other than those limited
         quantities necessary for the operation or maintenance of Lessee's
         equipment. Lessee shall not use or permit to be used in the Premises
         any foul or noxious gas or substance, or permit or allow the Premises
         to be occupied or used in manner offensive or objectionable to Lessor
         or other occupants of the building by reason of noise, odors or
         vibrations, nor shall Lessee bring into or keep in or about the
         Premises any animals.

9.       Lessee shall not use any method of heating or air conditioning other
         than that supplied by Lessor.

10.      Lessee shall not waste water and agrees to cooperate fully with Lessor
         to assure the most effective operation of the Building and to comply
         with any governmental energy-saving rules, laws or regulations of which
         Lessee has actual notice.

11.      Lessor reserves the right, exercisable without notice and without
         liability to Lessee, to change the name and street address of the
         Building.

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12.      Lessee shall entirely shut off any water faucets or other water
         apparatus, and adjustable electricity, gas or air outlets before Lessee
         and its employees leave the Premises. Lessee shall be responsible for
         any damage or injuries sustained by other Lessees or occupants of the
         Building or by Lessor for noncompliance with this rule.

13.      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed and no foreign substance of any kind whatsoever shall be
         thrown therein.

14.      Lessee shall not make any room-to-room solicitation of business from
         other Lessees in the Project. Lessee shall not use the Premises for any
         business or activity other than that specifically provided for in
         Lessee's Lease. Canvassing, soliciting and distribution of handbills or
         any other written material, and peddling in the Project are prohibited,
         and Lessee shall cooperate to prevent such activities.

15.      Lessee shall not install any radio or television antenna, loudspeaker
         or other devices on the roof(s) or exterior walls of the Building or
         Project. Lessee shall not interfere with radio or television
         broadcasting or reception from or in the Project or elsewhere.

16.      Lessee shall not in any way deface the Premises or any part thereof,
         except in accordance with the provisions of the Lease pertaining to
         alterations. Lessor reserves the right to direct electricians as to
         where and how telephone and telegraph wires are to be introduced to the
         Premises. Lessee shall not cut or bore holes for wires. Lessee shall
         not affix any floor covering to the floor of the Premises in any manner
         except as approved by Lessor. Lessee shall repair any damage resulting
         from noncompliance with this rule.

17.      Lessee shall not install, maintain or operate upon the Premises any
         vending machines other than those to be used by employees of Lessee
         without the written consent of Lessor.

18.      Lessor reserves the right to exclude or expel from the Project any
         person who, in Lessors' judgment, is intoxicated or under the influence
         of liquor or drugs or who is in violation of any of the Rules and
         Regulations of the Building.

19.      The Premises shall not be used for lodging, nor shall the Premises be
         used for any improper, immoral or objectionable purpose. No cooking
         shall be done or permitted on the Premises without Lessor's consent,
         except that used by Lessee of Underwriters' Laboratory approved
         equipment for brewing coffee, tea, hot chocolate and similar beverages
         or use of microwave ovens for employee use shall be permitted, provided
         that such equipment and use is in accordance with all applicable Laws.

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

21.      Lessee assumes any and all responsibility for protecting its Premises
         from theft, robbery and pilferage, which includes keeping doors locked
         and other means of entry to the Premises closed.

22.      Employees of Lessor shall not be required to perform any work or do
         anything outside of their regular duties unless under special
         instructions from Lessor.

23.      Lessor may waive any one or more of these Rules and Regulations for the
         benefit of Lessee or any other Lessee, but no such waiver by Lessor
         shall be construed as a waiver of such Rules and Regulations in favor
         of Lessee or any other Lessee, nor prevent Lessor from thereafter
         enforcing any such Rules and Regulations against any or all of the
         Lessees of the Project.

24.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend, in whole or in part, the
         terms, covenants, agreements and conditions of the Lease.

25.      Lessor reserves the right to make such other and reasonable Rules and
         Regulations as, in its judgment, may from time to time be needed for
         safety and security, for care and cleanliness of the Project and for
         the preservation of good order therein. Lessee agrees to abide by all
         such Rules and Regulations hereinabove stated and any additional rules
         and regulations which are adopted.

26.      Lessee shall be responsible for the observance of all of the foregoing
         rules by Lessee's employees, agents, clients, customers, invitees and
         guests.

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