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Exhibit 10.17
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                       RECORDING OF THIS LEASE PROHIBITED


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



1.   Basic Provisions ("Basic Provisions").

      1.1 Parties: This Lease ("Lease"), dated for reference purposes only, July
8,  2009  is  made  by and between Fullerton Business Center, LLC ("Lessor") and
Allied  Med, Inc., an Oregon 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 2500 E. Fender Avenue,
Unit  "H"  located  In  the  City  of  Fullerton,  County  of  Orange,  State of
California,  with  zip  code  92831,  as  outlined  on Exhibit B attached hereto
("Premises")  and  generally  described  as  (describe briefly the nature of the
Premises):  Approximately 1,600 square feet of rentable space including overhang
as  outlined in Exhibits "A" and "B" attached hereto and incorporated herein. In
addition  to  Lessee's  rights  to  use  and  occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to any utility raceways of the
building  containing  the  Premises  ("Building")  and  to  the Common Areas (as
defined  In  Paragraph  2.7  below)  but  shall not have any rights to the roof,
exterior  walls  of  the  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." (Also see Paragraph 2)

      1.2(b)  Parking:  TWO  (2)  unreserved  vehicle  parking  spaces (Also see
Paragraph 2.6.)

      1.3  Term:  N/A  years  and  Six  ( 6) months ("Original Term") commencing
September   1,   2009  ("Commencement  Date")  and  ending  February  28,  2010*
("Expiration Date"). (Also see Paragraph 3)

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

      1.5  Base  Rent: $960.00 per month ("Base Rent"), payable on the First day
of  each  month commencing September 1, 2009. (Also see Paragraph 4) *see Option
to Renew attached

      [  ]  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: ----------------
percent  (0.0060864%)  ("Lessee's Share"). Lessee's Share has been calculated by
dividing  the  approximate  square  footage  of  the Premises by the approximate
square  footage  of  the  Project.  In  the event that that size of the Premises
and/or  the  Project  are  modified  during the term of this Lease, Lessor shall
recalculate Lessee's Share to reflect such modification

      1.7 Base Rent and Other Monies Paid Upon Execution:

            (a)   Base  Rent  $960.00 for the period September 1, 2009-September
                  30, 2009.

            (b)   Common  Area Operating Expenses: $96.00 for the period 9/01/09
                  - 9/30/09.

            (c)   Security  Deposit:  $1,920.00  ("Security Deposit"). (see also
                  Paragraph 5)

            (d)   Other: $N/A for N/A.

            (e)   Total Due Upon Execution of this Lease: $2,976.00

      1.8 Agreed Use: Office/Warehouse used for storage. (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):

      [_] N/A represents Lessor exclusively ("Lessor's Broker");

      [_] N/A represents Lessee exclusively ("Lessee's Broker'); or

      [_] N/A 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 -----
or  N/A%  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 byJack Amin ("Guarantor"). (See also Paragraph 37)

      1.12  Attachments.  Attached  hereto  are  the  following,  all  of  which
constitute a part of this Lease:

      [X] an Addendum consisting of Paragraphs1 through 4.

      [_] a site plan depicting the Premises;

      [X] a site plan depicting the Project;

      [X]  a  current  set  of  the  Rules and Regulations and Parking Rules and
Regulations for the Project; Addendum II

      [_]  a  current  set  of  the Rules and Regulations adopted by the owners'
association;

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      [_] a Work Letter;

      [X] other (specify):

      Move-In/Move-Out  Rules:  Exhibit "C"; Hazardous Materials Disclosure Form
("Lessee"): Exhibit "D"

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. NOTE: Lessee is advised to verify the
actual size prior to executing this Lease.

      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,  sump  pumps, if any, and all other such elements in the Unit, other than
those  constructed  by  Lessee,  or  acquired by Lessee from a prior tenant (see
Paragraph  7.3a),  shall  be  in good operating condition on said date, that the
structural  elements of the roof, bearing walls and foundation of the Unit shall
be free of material defects, and that the Unit does not contain hazardous levels
of  any  mold  or  fungi defined as toxic under applicable state or federal law,
that  Landlord  Is aware of. Lessor shall not unreasonably withhold its approval
for  Lessee, at Lessee's cost, to test for those substances provided Lessee uses
a  vendor  from  Lessor's  approved  vendor  list. If a non-compliance with such
warranty  exists  as  of  the  Start Date, or if one of such systems or elements
should 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) 30 days 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).
See Addendum I, Item 1, for additional Information.

      2.3  Compliance.  Lessor  warrants  that  to the best of its knowledge 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.  Said  warranty does not apply to the use to which Lessee will
put  the  Premises,  modifications  which  may be required by the Americans with
Disabilities  Act or any similar laws as a result of Lessee's use (see Paragraph
49),  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 applicable laws, covenants or restrictions of
record,  regulations  and  ordinances ("Applicable Requirements") and especially
the zoning are appropriate for Lessee's intended use, and acknowledges that past
uses  of the Premises may no longer be allowed. Correction of any 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.

      (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).


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      (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
either.  (i)  immediately cease such changed use or intensity of use and/or take
such  other  steps  as  may  be  necessary to eliminate the requirement for such
Capital  Expenditure,  or  (ii)  complete  such  Capital  Expenditure at its own
expense. 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. Prior Occupant shall be
defined  as  Lessee, Joint Lessee, Sublessee, a corporation or LLC, or any other
business entity, its successors or assigns, or as an officer and/or signator for
a corporation or LLC.

      2.6 Vehicle Parking. Lessee shall be entitled to use the number of 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. In addition:

      (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 'lave, 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 ne 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  shall use its best efforts 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;

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      (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  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 or change the Expiration
Date.  Lessee  shall not, however, be obligated to pay Rent or perform its other
obligations  until  Lessor delivers possession of the Premises and any period of
rent  abatement that Lessee would otherwise have enjoyed shall run from the date
of  the  delivery  of  possession and continue for a period equal to what Lessee
would  otherwise have enjoyed, but minus any days of delay caused by the acts or
omissions  of  Lessee.  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.

4.   Rent.

      4.1.  Rent Defined. All monetary obligations of Lessee to Lessor under the
terms  of this Lease, Including but not limited to, Base Rent, Lessee's share of
Operating  Expenses,  estimated CAM, parking charges, late charges, service fees
and  ail  other  sums  and  charges of whatever nature, (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,  owner's  association dues and fees, the cost to repaint the
exterior of any structures and the cost of any environmental inspections.

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

            (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) Auditors', accountants' and attorneys' fees and costs related
to the operation, maintenance, repair and replacement of the Project.

            (ix)  The  cost  of  any  capital improvement 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 Improvement 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 improvement in any given month.


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            (x)  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 is payable monthly on
the  same  day  as  the  Base Rent is due hereunder. The amount of such payments
shall  be  based  on  Lessor's  estimate  of  the  annual  Common Area Operating
Expenses.  Within  60  days  after  written request (but not more than once each
year)  Lessor  shall  deliver  to Lessee a reasonably detailed statement showing
Lessee's  Share of the actual Common Area Operating Expenses incurred during the
preceding  year.  If  Lessee's  payments during such year exceed Lessee's Share,
Lessor  shall  credit  the  amount  of such over-payment against Lessee's future
payments.  If  Lessee's payments during such year were less than Lessee's Share,
Lessee  shall  pay  to  Lessor the amount of the deficiency within 10 days after
delivery by Lessor to Lessee of the statement.

      (e)  Except  as  provided in paragraph 4.2(a)(viii), Common Area Operating
Expenses shall not include the cost of replacing equipment or capital components
such   as   the  roof,  foundations,  exterior  walls  or  Common  Area  capital
improvements,  such  as  the  parking  lot paving, elevators, fences that have a
useful life for accounting purposes of 5 years or more.

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

      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.
All  monetary amounts shall be rounded to the nearest whole dollar. In the event
that  any  statement or invoice prepared by Lessor is inaccurate such inaccuracy
shall  not  constitute  a waiver and Lessee shall be obligated to pay the amount
set forth in this Lease. 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 in
addition  to  any  Late Charge and Lessor, at its option, may require all future
Rent  be  paid  by cashier's check. Payments will be applied first to Base Rent,
and  Common  Area  Operating  Expenses,  accrued  Late Charges, attorney's fees,
accrued  Interest,  and any remaining amount to any other outstanding charges or
costs.

      OBLIGATION  OF  FURNISHER  OF  CREDIT INFORMATION. Pursuant to Civil code,
Section  1785.26,  the  Lessee  is hereby notified that a negative credit report
reflecting  on Lessee's credit report may be submitted In the future to a credit
reporting  agency  if  Lessee  falls  to  fulfill the terms of the rental/credit
obligations or if Lessee defaults in those obligations in any way.

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 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.

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      Notwithstanding  the  restrictions  contained within California Civil Code
Section  1950.7,  Lessor  may  utilize the security deposit for any and all debt
owed by Lessee to Lessor, including, (but not limited to) future rental or worth
at the time of the awarded damages as codified in Civil Code Section 1951.2 , or
rent  as  it  accrues  pursuant to Civil Code Section 1951.4. To the extent that
this  right  is  Inconsistent  with California Civil Code Section 1950.7, Lessee
waives  the  protections  of Civil Code Section 1950.7. Lessee waives any rights
under  California Civil Code Section 3275 and California Civil Code Section 1174
(c) and 1179 and any and all current or future laws which give Lessee a right to
redeem,  reinstate,  or restore this lease after It is terminated as a result of
the Lessee's breach.

6.   Use.

      6.1  Use. Lessee shall use and occupy the Premises only for the Agreed Use
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.
Other  than  service animals for the disabled; Lessee shall not keep or allow in
the Premises any pets, animals, birds, fish, or reptiles. Lessor may withhold or
delay its consent to any written request for a modification of the Agreed Use in
Lessor's  sole  and  absolute  discretion. If Lessor elects to withhold consent,
Lessor  shall  within  7  days  after such request, give written notification of
same.

     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, ordinary office
supplies  (copier toner, liquid paper, glue, etc.) and common household cleaning
materials,   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,  comply  with  all  Applicable  Requirements  and  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 not caused or contributed
to  by  Lessee).  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.

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      (f)  Investigations and Remediations. If remediation measures are 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  during  business hours in order to carry out Lessor's
investigative  and  remedial  responsibilities. Although notice is not required,
Lessor will attempt to provide verbal notice of Intent to enter.

      (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 such Requirements, 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. Likewise, Lessee shall
immediately  give  written  notice  to  Lessor  of:  (i) any water damage to the
Premises  and  any  suspected  seepage,  pooling,  dampness  or  other condition
conducive  to  the production of mold; or (ii) any mustiness or other odors that
might indicate the presence of mold in the Premises.

      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 after
reasonable  notice,  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 Hazardous Substance condition (see Paragraph 9.1) 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. In addition, Lessee shall provide
copies  of  all  relevant material safety data sheets (MSDS) to Lessor within 10
days of the receipt of written request therefor.

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.

      Acquisition   of  Existing  Trade  Fixtures,  Utility  Installations,  and
Alterations: Pursuant to Paragraph 2.2 of the Lease Agreement, Condition, Lessor
makes  no  representations  or  warranties as to the condition of existing Trade
Fixtures,  Utility  Installations  and/or Alterations. Prior to the commencement
date  under  this Lease, Lessee shall satisfy itself as to the condition, safety
and operability of

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any and all Trade Fixtures, Utility Installations, and/or Alterations left by or
purchased or acquired from prior occupant. Lessor shall accept no responsibility
for  said  trade fixtures/utility installations/Alterations and Lessee agrees to
perform  maintenance  and  service  of said trade fixtures/utility installations
and/or  Alterations In accordance with Item 7.1 of the Lease Agreement, "Lessees
Obligations",  at Lessee's sole cost and expense. If any damage to Lessee's unit
or  Lessor's  building should result from Lessee's failure to maintain or repair
said  trade  fixtures/utility  installations or Alterations, the cost of any and
all  repairs resulting from this damage shall be at the sole cost and expense of
Lessee.   Unless   stated   otherwise   herein,   any  Trade  Fixtures,  Utility
Installations   and/or   Alterations  acquired  from  prior  occupant  shall  be
considered  Lessee  Owned  (See Paragraph 7.5(a) "Definitions", as well as those
Installed  by  Lessee,  and  are subject to all conditions outlined in Paragraph
7.4.

      (b)  Service Contracts. At Lessor's option, 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 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 pay to Lessor a sum equal to 445% 125% of 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 multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of
which  is 144 (i.e. 1/144th of the cost per month). Lessee shall pay interest on
the unamortized balance but may 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   and/or   vacuum   lines,  power  panels,  electrical
distribution,  security  and  fire  protection  systems,  communication cabling,
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, will not affect the
electrical,  plumbing, HVAC, and/or life safety systems, 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,
(iv) provide Lessor with additional security deposit that shall be determined by
Lessor  in  Its  sole  and absolute discretion and to charge the deposit for the
actual  cost  of Lessor's vendor to monitor, Inspect or repair any work clone by
Lessee's  vendor.  If  Lessor's  actual costs exceed the amount held In Security
Deposit, Lessee shall reimburse Lessor for actual cost(s) upon demand. If all or
any portion of the Security Deposit is used, Lessee shall replenish said deposit
which  shall be held by Lessor until Lessee's tenancy has ended and/or equipment
has been removed. 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

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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)  Liens;  Bonds.  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 Premises)
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. Any personal property of Lessee valued as
$300  or  less,  not  removed  on  or  before the Expiration Date or any earlier
termination  date  shall  be  deemed to have been abandoned by Lessee and may be
disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to
timely vacate the 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 Data 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.  Lessee  shall add Lessor and Mid Valley Management as an additional
insureds  by  means of an endorsement at least as broad as the Insurance Service
Organization's "Additional Insured-Managers or

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Lessors  of Premises" Endorsement and coverage shall also be extended to include
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. Lessee shall
provide  an  endorsement  on  its  liability policy(ies) which provides that its
insurance  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 insurable
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.

      (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 A-, VI, 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  10  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.

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      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 and Its Agents from Liability. Notwithstanding the
negligence  or breach of this Lease by Lessor or its age nts, neither Lessor nor
its  agents shall be liable under any circumstances for: (I) 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, indoor air quality, the presence of mold
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, (11) any damages arising from any act or neglect of any other tenant
of  Lessor or from the failure of Lessor or its agents to enforce the provisions
of  any  other lease in the Project, or (iii) injury to Lessee's business or for
any  loss  of  income or profit therefrom. Instead, it is intended that Lessee's
sole  recourse  in the event of such damages or injury be to file a claim on the
insurance  policy(ies)  that  Lessee  is  required  to  maintain pursuant to the
provisions of paragraph 8. Lessor's non liability will apply irrespective of the
active or passive negligence of Lessor, Its agents, partners, or Lenders.

      8.9  Failure to Provide Insurance. Lessee acknowledges that any failure on
its  part to obtain or maintain the insurance required herein will expose Lessor
to  risks  and  potentially cause Lessor to incur costs not contemplated by this
Lease,   the   extent  of  which  will  be  extremely  difficult  to  ascertain.
Accordingly,  for any month or portion thereof that Lessee does not maintain the
required  Insurance  and/or does not provide Lessor with the required binders or
certificates  evidencing  the existence of the required insurance, the Base Rent
shall  be automatically increased, without any requirement for notice to Lessee,
by  an  amount equal to 10% of the then existing Base Rent or $100, whichever is
greater.  The  parties agree that such increase in Base Rent represents fair and
reasonable  compensation for the additional risk/costs that Lessor will incur by
reason  of Lessee's failure to maintain the required Insurance. Such Increase in
Base  Rent  shall  In no event constitute a waiver of Lessee's Default or Breach
with  respect to the failure to maintain such insurance, prevent the exercise of
any  of  the  other rights and remedies granted hereunder, nor relieve Lessee of
its obligation to maintain the insurance specified in this Lease.

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.  Notwithstanding  the foregoing, Premises Partial Damage
shall  not  include  damage  to windows, doors, and/or other similar Items which
Lessee has the responsibility to repair or replace pursuant to the provisions of
Paragraph 7.1.

      (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 which
requires repair, remediation, or restoration.

      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  $10,000  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

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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  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 said funds 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  data  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  falls  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);

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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: (i) 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, (ii) a change in the
improvements  thereon, and/or (iii) levied or assessed on machinery or equipment
provided by Lessor to Lessee pursuant to this Lease.

      (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.  Except as otherwise provided in Paragraph 10.3,
Lessor  shall  pay  the  Real Property Taxes applicable to the Project, and said
payments  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 or by reason of any alterations or improvements to
the  Premises  made  by  Lessor subsequent to the execution of this Lease by the
Parties.

      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  and  Services.  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 trash receptacle
and/or  an  increase  in  the number of times per month that it is emptied, then
Lessor  may  increase  Lessee's  Base  Rent by an amount equal to such increased
costs. There shall be no abatement of Rent and Lessor shall not be liable in any
respect  whatsoever for the inadequacy, stoppage, interruption or discontinuance
of  any  utility  or  service  due  to  riot,  strike, labor dispute, breakdown,
accident,  repair  or  other  cause  beyond  Lessor's  reasonable  control or in
cooperation with governmental request or directions.

12. Assignment and Subletting.

      12.1 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)  Unless  Lessee is a corporation and its stock is publicly traded on a
national  stock  exchange, 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.

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

      (f)  Lessor  may  reasonably  withhold consent to a proposed assignment or
subletting if Lessee Is in Default at the time consent is requested.

      (g)  Notwithstanding  the  foregoing,  allowing a diminimus portion of the
Premises,  i.e.  20  square  feet or less, to be used by a third party vendor in
connection  with  the  Installation  of  a vending machine or payphone shall not
constitute a subletting.

      12.2 Terms and Conditions Applicable to Assignment and Subletting.

      (a)  Regardless  of  Lessor's consent, no assignment or subletting shall :
(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) Lessors 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.

      (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 $500 as
consideration for Lessors considering and processing said request. Lessee agrees
to provide Lessor with such other or additional information and/or documentation
as may be reasonably requested. (See also Paragraph 36)

      (f)  Any  assignee  of, or sublessee under, this Lease shall, by reason of
accepting  such  assignment,  entering  into  such  sublease,  or  entering into
possession of the Premises or any portion thereof, 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.

      (g)  Lessors consent to any assignment or subletting shall not transfer to
the  assignee  or  sublessee  any  Option granted to the original Lessee by this
Lease  unless  such  transfer is specifically consented to by Lessor in writing.
(See Paragraph 39.2)

      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.  Any Lessee payment or other sums received by Lessee or any
other  person  in  connection  with this Lease shall be conclusively presumed to
have  been  paid by Lessee or on Lessees behalf. If, as a result of any proposed
Assignment  or  Sublease,  Lessee  receives  rent or other consideration, either
Initially  or over the term of the Assignment or Sublease, in excess of the rent
called  for  hereunder,  or  in  the  case  of  the Sublease of a portion of the
Premises,  in  excess of the rent allocable to such portion, Lessee shall pay to
Lessor  as  additional  rent hereunder, all of the excess gross proceeds of each
such  payment  of  rent or other consideration received by Lessee promptly after
its  receipt.  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  adorn  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,

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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  commission  of waste, act or acts constituting public or private
nuisance,  and/or  an  Illegal  activity  on  the Premises by Lessee, where such
actions  continue  for  a  period of 3 business days following written notice to
Lessee.

      (e)  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,
(viii)  material  data  safety sheets (MSDS), or (ix) 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.

      (f)  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), (c) or (d), 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.

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

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

      (i)  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 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.  Lessee  shall  pay  to  Lessor an amount equal to 1-46-% 125% of the
costs  and  expenses  incurred  by Lessor in such performance upon receipt of an
invoice  therefor. 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

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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 '6 '10 days after such amount shall be
due,   then,  without  any  requirement  for  notice  to  Lessee,  Lessee  shall
immediately  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 computed at the rate of 10% per annum 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-L-coder-whew-nameandaddress-shall-have-been-furnished-Lessee-In-writing-
for-such-purposer 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  shelf  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 Lesser nor
Lender  cures  said  breach  within  30  days after receipt of said notice or if
having  commenced  said  cure  they  do  not  diligently pursue it to completion
then-Lessee  may  elect  to cure said breash at Lessee's expense and offset from
Rent  the  actual and reasonable cost to perform such cure provided however that
such  offset shall not exceed an amount equal to the greater of one month's Base
Rent  or  the  Security  Deposit, reserving Lessee's right to reimbursement from
Lessor  for any such expense in excess of such offset. 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

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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.

      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.

14. Estoppel Certificates.

      (a)  Lessee  (as  "Responding  Party") shall within 10 clays after written
notice   from   the   other-Party  Lessor.  (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
AIR  Commercial Real Estate Association, or any other estoppel form requested by
Lessor,  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 maybe reasonably
required  by  such  lender  or  purchaser, Including but not limited to Lessee's
financial  statements for the past 3 years. Lessor reserves the right during the
Lease  term to re-verify credit data of any two previously provided by Lessee or
have Lessee provide updated credit data to Leeesor upon writen request. All such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17.  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/or  covenants  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.

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. The obligations of Lessor under this Lease shall
not  constitute  personal  obligations  of  Lessor,  or  its  partners, members,
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 Lessor's
partners, members, 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,

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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 Lessee's signature on
this  Lease  shall  be  that Party's Lessee's address for delivery or mailing of
notices.  The  addresses  listed  in  Paragraph  4 of the Addendum I will be the
Lessor's  address for delivery or mailing of notices to Lessor. 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  mall  the  notice  shall be deemed given 72 hours after the same is
addressed  as required herein and mailed with postage prepaid. Notices delivered
by  United  States  Express  Mall  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
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 duly 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 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

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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 real 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  Parties  agree  that  no lawsuit or other legal
proceeding  involving  any  breach  of  duty, error or omission relating to this
Lease  may be brought against Broker more than one year after the Start Date and
that  the  liability  (Including court costs and attorneys' fees), of any Broker
with  respect  to  any such lawsuit and/or legal proceeding 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.

      In  the  event that Lessee holds over In violation of the above paragraph,
then  In  addition  to the Increase of Base Rent and all Additional Rent, Lessee
shall  be  liable  to  Lessor  for  all  costs,  losses,  claims  or liabilities
(including  attorney's  fees)  which  Lessor  may  Incur as a result of Lessee's
failure to surrender possession of the Premises to Lessor upon the expiration or
earlier termination of this Lease.

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. In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Devise to which this Lease is subordinated (i) Lessee shall, subject to
the  non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter into a new lease, containing all of the terms and provisions
of  this Lease, with such new owner for the remainder of the term hereof, or, at
the  election of the new owner, this Lease will automatically become a new lease
between  Lessee and such new owner, and (ii) Lessor shall thereafter be relieved
of  any  further  obligations  hereunder  and such new owner shall assume all of
Lessor's  obligations,  except  that 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, than 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  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

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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  ($500  is  a  reasonable  minimum per occurrence for such
services and consultation).

32.  Lessor's  Access;  Showing  Premises;  Repairs.  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 after
reasonable  prior  notice  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 or
desirable  and the erecting, using and maintaining of utilities, services, pipes
and  conduits  through the Premises and/or other premises as long as there is no
material  adverse  effect  on  Lessee's use of the Premises. All such activities
shall be without abatement of rent or liability to Lessee.

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.  Lessor  may  place on the Premises ordinary "For Sale" signs at any
time and ordinary "For Lease" signs during the last 6 months of the term hereof.
Lessee  shall not place any sign upon the Project without Lessor's prior written
consent. All signs must comply with all Applicable Requirements. See Item 13. of
Rules & Regulations

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  similar  to  the  most  recently published by the AIR Commercial Real
Estate Association,.

      37.2 Default, It shall constitute a Default of the Lessee if any Guarantor
falls  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.

      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

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given  3  or  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 or completion of the
purchase,  (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), or (ii) 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. The
Project Is not a full security property and Lessor does not guarantee or warrant
the  personal  security or safety of Lessee or its Invitees. Lessor does utilize
the  services  of  a Courtesy Patrol Service, the cost of which is Included as a
Common  Area  Maintenance  expense  borne  by  Lessee.  However,  any cautionary
measures  that  Lessor  takes  (whether  a  Courtesy  Patrol  Service,  gate, or
otherwise)  which  may presently exist or later be installed on the Property are
neither  a guarantee nor warranty against criminal acts of others on the Project
or otherwise.

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.
(iv) Lessor reserves the right to move Lessee to other, reasonably similar space
in  the building or Project. Lessor must provide at least sixty (60) clays prior
written  notice  to Lessee, In connection therewith, the costs of preparing such
other  premises  for  Lessee's  use,  together with Lessee's reasonable costs of
moving,  shall  be  borne by Lessor, but In no event shall Lessor be required to
pay an amount In excess of two months Base Rent.

      (v)  Lessor  reserves  the right, exercisable with sixty (60) clays notice
and without liability to Lessee, to change the name and address of the Premises.
Said  sixty  (60) clays notice shall conclusively be deemed reasonable notice to
Lessee.

      (vi)  Lessor  reserves the right to re-run Lessee's credit at a later date
clue to collection and/or screening purposes.

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. A Party who does not initiate
suit  for  the  recovery  of  sums paid "under protest" within 6 months shall be
deemed to have waived its right to protest such payment.

43. Authority.; Multiple Parties; Execution.

      (a)  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.

      (b)  If  this  Lease  is  executed  by  more  than one person or entity as
"Lessee",  each  such  person  or  entity  shall be jointly and severally liable
hereunder.  It is agreed that any one of the named Lessees shall be empowered to
execute  any  amendment  to  this Lease, or other document ancillary thereto and
bind  all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.

      (c)  This  Lease  may  be executed by the Parties in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same Instrument.

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 the
Parties  in  interest  at  the  time of the modification. As long as they do not
materially  change  Lessee's  obligations  hereunder, 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.  Waiver  of  Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL  BY  JURY  to  the  extent  provided  by  law, IN ANY ACTION OR PROCEEDING
INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48.  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 Q Is [X] is not attached to this Lease. Americans with
Disabilities  Act.  Since  compliance  with  the Americans with Disabilities Act
(ADA) is dependent upon

                                 Page 21 of 23
     /s/                                                              /s/
INITIALS                                                           INITIALS
(c)1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION                FORM MTG-4-5/50E


<PAGE>

Lessee's   specific   use   of   the  Premises,  Lessor  makes  no  warranty  or
representation  as to whether or not the Premises comply with ADA or any similar
legislation.   In   the  event  that  Lessee's  use  of  the  Premises  requires
modifications  or  additions  to  the Premises in order to be in ADA compliance,
Lessee  agrees  to  make  any  such  necessary modifications and/or additions at
Lessee's expense.

49.  NONDISCRIMINATION  AND  NONSEGREGATION COVENANT. Lessee herein covenants by
and  for  himself  or  herself,  his  or  her  heirs, executors, administrators,
assigns, and for all persons claiming under or through him or her. This Lease Is
made and accepted upon and subject to the following conditions:

      That there shall be no discrimination against or segregation of any person
or  group  of  persons  on account of race, color, creed, religion, sex, marital
status,  national  origin or ancestry, In the Leasing, Subleasing, transferring,
use,  occupancy,  tenure  and enjoyment of the Premises herein Leased: nor shall
Lessee himself, or any person claiming under or through him or her, establish or
permit  any such practice or practices of discrimination and/or segregation with
reference  to  the  selection,  location,  number, use and occupancy of Lessees,
Tenants,  Sub  lessees,  Subtenants,  Assignees  and/or  Vendees In the Premises
herein Leased.

50.  PROPOSITION  65  WARNING: The State of California requires that we warn you
that  the  property contains chemicals known to the State of California to cause
cancer,  birth  defects,  and  other  reproductive  harm. These chemicals may be
contained in emissions and fumes from building materials, products and materials
used  to  maintain the property, and emissions, fumes, and smoke from lessee and
Invitees activities, including but not limited to the use of motor vehicles, and
tobacco  products.  These  chemicals  may include, but are not limited to carbon
monoxide,  formaldehyde,  tobacco  smoke,  unleaded  gasoline,  soots, tars, and
mineral oils.

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 AIR COMMERCIAL
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.

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

Executed at: Fullerton Business Center     Executed:
On:                                        On:

By LESSOR:                                 By LESSEE:
Fullerton Business Center, LLC             Allied Med, Inc., an Oregon
a Delaware limited liability company       Corporation
by the Ezralow Company, LLC, a
Delaware limited liability company dba     /s/ Jack Amin
Mid Valley Management, its Managing        Name Printed:  Jack Amin
Agent                                      Title: President

By: /s/ Terri Rhoades
Name Printed: Terri Rhoades
Title:  Authorized Agent                   By: /s/ Jack Amin
                                           Name Printed:  Jack Amin
                                           Title: Vice President



                                 Page 22 of 23
     /s/                                                              /s/
INITIALS                                                           INITIALS
(c)1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION                FORM MTG-4-5/50E


<PAGE>

Name Printed:                                 Address:

Title:________________________________________

--------------------------------------------------------------------------------
 Address:
                                             Telephone:(--)_____________________
                                             Facsimile:(_)______________________
                                             Federal ID No._____________________
 Telephone:(     )
 Facsimile:(_)________________________________
 Federal ID No._______________________________








 BROKER:______________________________________BROKER;



--------------------------------------------------------------------------------
Att:__________________________________________ Att:_____________________________
fide:_________________________________________ *illc:-
________________________________________________________________________________

Address:______________________________________-Address:_________________________

--------------------------------------------------------------------------------
Telephone:(_}________________________________- T-elephene:______________________
Faesimilc:(__________________________________) - Faesimilc:(____________________
FederaHD-No__________________________________ Federal-



NOTICE:  These forms are often modified to meet changing requirements of law and
Industry  needs.  Always  write  or call to make sure you are utilizing the most
current  form:  AIR  Commercial Real Estate Association, 800 W 6th Street, Suite
800,  Los  Angeles,  CA  90017.  Telephone  No.  (213)  687-8777. Fax No.: (213)
687-8616.

          (c)Copyright 1998 By AIR Commercial Real Estate Association.
                              All rights reserved.
          No part of these works may be reproduced In any form without
                             permission in writing.



















                                 Page 23 of 23
     /s/                                                              /s/
INITIALS                                                           INITIALS
(c)1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION                FORM MTG-4-5/50E


<PAGE>

                 ADDENDUM I for STANDARD INDUSTRIALICOMMERCIAL
                            MULTI-TENANT LEASE GROSS

      THIS  ADDENDUM  is  attached  to  and integrated as a part of that certain
Lease  dated  July  8,  2009,  by  and  between  Fullerton Business Center, LLC,
"Lessor",   and   Allied  Med,  Inc.,  an  Oregon  Corporation,,  "Lessee",  and
constitutes  additional  Covenants,  Conditions and Agreements contained herein,
which Addendum shall prevail in the event of any conflict between the Covenants,
Conditions and Agreements contained herein and those in said Lease.

CONDITION  OF  PREMISES  and COMPLIANCE WITH LAWS SEE ITEMS 2.2 AND 2.3 OF LEASE
AGREEMENT

1.  Lessee  shall  complete and return the "Unit Inspection Checklist" within 30
days  of  the  lease  commencement.  A  blank  "Unit Inspection Checklist" is an
attachment  to  this Lease, included with your cover letter or is available from
Lessor.  Unless otherwise specified in the Lease, Lessor will have no obligation
to  make  repairs; the Unit Inspection Checklist will be a benchmark documenting
the  condition  of  the Premises when Lessee took possession. If Lessee fails to
complete and return the Unit Inspection Checklist, the Unit will be deemed to be
in good condition and repair at the time that Lessee took possession.

Lessee  accepts the Premises in its "as is" condition without any representation
or  warranty  by  Lessor  concerning the condition of the Premises. In addition,
Lessor  makes no representation or warranty to Lessee that the Premises complies
with Applicable Laws or Requirements.

HAZARDOUS SUBSTANCES DISCLOSURE STATEMENT -- EXHIBIT "D"

2.  Prior  to  executing  this  Lease,  Lessee  has delivered to Lessor Lessee's
executed  Initial  Hazardous  Substances  Disclosure  Certificate  (the "Initial
HazMat  Certificate").  Lessee covenants, represents and warrants to Lessor that
the  information contained in the Initial HazMat Certificate is true and correct
and  accurately  describes  in  all  respects the use(s) of Hazardous Substances
which  will  be  made  and/or  used  on  the Premises by Lessee. Notwithstanding
anything to the contrary contained in the Lease, Lessee shall not have the right
to  use  any  Hazardous Substances at the Premises that are not described on the
Initial HazMat Certificate or to increase the quantity of any Hazardous Material
used  at  the  Premises  beyond  the  quantity  described  on the Initial HazMat
Certificate.  Upon  the prior written request of Lessor, Lessee shall deliver to
Lessor   a   new   Hazardous  Substances  Disclosure  Certificate  (the  "HazMat
Certificate")  executed  by  Lessee  and describing Lessee's then-present use of
Hazardous Substances on the Premises. The HazMat Certificates required hereunder
shall be in the form attached hereto as Exhibit "D".

ADDRESS FOR RENT PAYMENTS AND NOTICES SEE ITEMS 4.3 AND 23.1 OF LEASE

4.  Lessee's payments of rent and other amounts due, shall be considered to have
been received by Lessor only when received by mail.


Rent VIA U.S. MAIL:      Rent VIA EXPRESS MAIL:      LESSOR ADDRESS FOR NOTICES:
--------------------------------------------------------------------------------
                                                     Fullerton Business Center,
                                                     LLC
Fullerton Business       Fullerton Business Center,  c/o Mid Valley Management
Center, LLC              LLC                         2478 E. Fender Ave., #A
Dept. LA 23439           23622 Calabasas Road,       Fullerton, CA 92831
Pasadena, CA 91185-3439  Suite 200
                         Calabasas, CA    91302

Or at such address as Lessor may from time to time hereafter designate by notice
to  Lessee.  Rental  payments  will  not  be accepted by any of Lessor's Leasinq
Offices.


           Document Reference Date: Dated this 8th Day of July, 2009


AGREED AND ACCEPTED:                     AGREED AND ACCEPTED:
"LESSOR"                                 "LESSEE"
Fullerton Business Center, LLC           Allied Med, Inc., an Oregon Corporation
By The Ezralow Company, LLC, a
Delaware limited liability company dba   /s/ Jack Amin
Mid Valley Management, its Managing      Name Printed:  Jack Amin
Agent                                    Title: President

By: /s/ Terri Rhoades
Name Printed: Terri Rhoades
Title:  Authorized Agent                 By: /s/ Jack Amin
                                         Name Printed:  Jack Amin
                                         Title: Vice President

Lmu Addend 1 2005Ind Ls 2 28 06.Doc
                                     Page 1
                                                                  INITIALS:/s/
Updated 7/8/2009


<PAGE>

    EXHIBIT "A"






















<PAGE>

Tenant/Applicant: Any parts of this Form that do not apply to you may be crossed
out and referenced N/A

Term of Lease (if prior tenant in existing space, include in length of term::Six
(6)  Months  Major  products  manufactured  and/or  activities  conducted on the
property: Storage

Type of Business Activity(ies):        Hazardous Materials Activities:
(check all that apply)                 (check all that apply)
[_] machine shop                       [_] degreasing
[_] light assembly                     [_] chemical/etching/milling
[_] research and development           [_] wastewater treatment
[_] product service or repair          [_] painting
[_] photo processing                   [_] striping
[_] automotive service and repair      [_] cleaning
[_] manufacturing                      [_] printing
[_] warehouse                          [_] analytical lab
[_] integrated/printed circuit         [_] plating
[_] chemical/pharmaceutical product    [_] chemical/missing/synthesis
                                       [_] silkscreen
                                       [_] lathe/mill machining
                                       [_] deionizer water product
                                       [_] photo masking
                                       [_] wave solder
                                       [_] metal finishing




            [_] Type of Hazardous Materials and/or Waste
            [_] acid
            [_] phenol
            [_] caustic/alkaline cleaner
            [_] cyanide
            [_] photo resist stripper
            [_] paint
            [_] flammable solvent
            [_] gasoline/diesel/fuel
            [_] nonflammable/chlorinated solvent
            [_] oil/cutting fluid




                                       1


<PAGE>

                 HAZARDOUS MATERIALS/WASTE HANDLING AND STORAGE

      A.  Are  hazardous materials handled on any of your shipping and receiving
docks in container quantities greater than one gallon? Yes No

      B.  If  hazardous  materials  or  waste are stored on the premises, please
check  off  the  nature  of the storage and type(s) of materials below: Types of
Storage  Container  Stored (list above-ground storage only) Q1 gallon or 3 liter
bottles/cans

      [_] 5 to 30 gallon carboys

      [_] 55 gallon drums

      [_] tanks

C. Do you accumulate hazardous waste onsite? Yes______   No

   If yes, how is it being handled?
    [_] on-site treatment or recovery
    [_] discharged to sewer
    [_] hauled offsite If hauled offsite, by whom:
    [_] incineration

D. Indicate your hazardous waste storage status with Department of Health
   Services:
    [_] generator
    [_] interim status facility
    [_] permitted TSDF
    [_] none of the above

                         WASTEWATER TREATMENT/DISCHARGE

A. Do you discharge industrial waste water to:
    [_] sewer
    [_] storm drain
    [_] surface water
    [_] no industrial discharge




LMU Exhibit D HazMat 7 06.doc Updated: 6/3/07

                                  EXHIBIT "D"


<PAGE>

                                  EXHIBIT "C"

                 MAINTENANCE AND TENANT IMPROVEMENT PROCEDURES

            TENANT IMPROVEMENTS - HOW TO AVOID UNNECESSARY EXPENSE:

o     Do  not  paint  the  floor  of  your  warehouse.  Paint  will  have  to be
      sandblasted off at your expense. A clear seal is acceptable if you require
      a finished surface.

o     Wallpaper  will have to be removed when you vacate the unit. The wall must
      be  returned  to  us  paint  ready.  If  not,  you will be charged for any
      expenses we incur to get the walls to this condition.

o     Do  not glue signs to the internal wood doors. We have to remove them when
      you  leave and if the glue removes the finish and we cannot repair it, you
      will be charged to replace the door.

o     Electrical installations done to code become the property of the landlord.
      If they are not done to code you will be charged for their removal. If you
      have  any questions you should contact the leasing office before doing any
      removal.

o     Do  not  attach anything to the marlite in the restroom. Any installations
      should  be  made above the marlite level. This is an expensive replacement
      and you will be charged for it.

o     Do  not  make holes in the bronze moldings around the windows and doors to
      your unit, inside or outside. Alarm companies will frequently do this. The
      holes  cannot  be  patched  and  therefore  the  bronze  molding has to be
      replaced.  This  can  cost  upwards of $300.00. It is possible to do these
      installations without penetrating the bronze moldings.

o     Glued  down  file  or carpet on the warehouse floor has to be removed. The
      glue  must  also be removed. If you do not do this before vacating then we
      will  do  it  and charge you. Sometimes the glue has to be sandblasted and
      this gets expensive.

o     If  you  remove  any of the handicap door handles in order to install door
      knobs  with  locking  mechanisms, be sure to save the handicap hardware to
      reinstall  when you leave. Otherwise, you will be charged for the purchase
      and reinstallation (NOT APPLICABLE TO FULLERTON BUSINESS CENTER).

      The   Fullerton  Fire  Department  requires  storeroom  doorknobs  (always
      unlocked from the inside) to be installed on the mandoor. If this doorknob
      is  removed  during  your  occupancy and replaced with a deadbolt or other
      type  hardware, you should save the storeroom doorknob. Please be advised,
      however,  that  you  will not only be violating the fire code, but will be
      charged for the purchase and reinstallation of the storeroom doorknob upon
      vacating   the  premises,  if  the  original  storeroom  doorknob  is  not
      reinstalled by you.

o     Please  note  that you can be charged rent for the amount of time it takes
      to  repair  the  damage  to  your  unit when that damage is over and above
      normal wear and tear.

           INSTRUCTIONS FOR PROPER OPERATION OF YOUR AIR CONDITIONER:

      START  UP:  If  your unit does not operate when your power has been turned
      on,  do  the  following:  o Check all switches on the thermostat to see if
      they are in the correct position.

o     Make certain that your circuit breakers have not been turned off.

      RULES FOR OPERATION:

o     When  your  unit shuts off, do not start it up again for five (5) minutes.
      This  jiggling  of  the  thermostat can cause a breaker inside the unit to
      shut off and it can damage the compressor.

o     When  the  heat  is  in the on position never increase the thermostat more
      than  two  (2)  degree increments. Changing the thermostat will not effect
      the temperature of the air that is coming out.

o     Always  control your system from the thermostat. Do not turn it on and off
      from the breaker box. This could damage the system.

o     On  very hot or very cold days do not set the temperature so that the unit
      will  never  shut  off. Typical settings are 78 degrees for cooling and G8
      degrees  for  heating. If the unit is set at an extreme temperature and is
      not shutting off, it will freeze up and require repair.

      REGULAR MAINTENACE PROCEDURES:

o     The  roll-up  or tilt-up doors need to be serviced on a regular basis. The
      recommended maintenance interval is every six (6) months.

o     Both  the glass and the metal man doors need periodic servicing. Doors get
      out  of  alignment with repeated use and the locks collect dirt and become
      hard to use.

o     Tenants  are  responsible  for  cleaning  their  windows.  If they are not
      cleaned  on  a  regular basis they will buildup calcium deposit which will
      require  acid  washing to remove. This is an expensive procedure so please
      make arrangements to clean your windows regularly during your tenancy.

LESSEE RECEIVED ON: 7-28-09             BY: /s/ Jack Amin
                                        Jack Amin, President

                                        BY:   /s/ Jack Amin
                                        Jack Amin, Vice President

                             PLEASE READ CAREFULLY



<PAGE>

C. Is your industrial wastewater treated before discharge? Yes____ No ____

      If yes, what type of treatment is being conducted?

      [_] Neutralization
      [_] Metal hydroxide formation
      [_] Closed-loop treatment
      [_] Cyanide destruct
      [_] HF treatment
      [_] other
              SUBSURFACE CONTAINMENT OF HAZARDOUS MATERIALS/WASTES

A. Are buried tanks/sumps being used for any of the following:

     [_] hazardous waste storage
     [_] chemical storage
     [_] gasoline/diesel fuel storage
     [_] waste treatment
     [_] wastewater neutralization
     [_] industrial wastewater treatment
     [_] none of the above

B. If buried tanks are located onsite, indicate their construction

     [_] steel Q fiberglass Q concrete Q inside open vault Q double walled

C.  Are  hazardous  materials or untreated industrial wastewater transported via
buried piping to tanks, process areas or treatment areas? Yes____ No ____

D. Do you have wet floors in your process areas? Yes____ No ____

If yes, name processes:

E.  Are abandoned underground tanks or sumps located on the property? Yes____ No
____

                           HAZARDOUS MATERIALS SPILLS

A. Have hazardous materials ever spilled to:

     [_] the sewer
     [_] the storm drain
     [_] onto the property
     [_] no spills have occurred

B. Have you experienced any leaking underground tanks or sumps? Yes____ No ____

C. If spills have occurred, were they reported? Yes____ No ____

Check which of the government agencies that you contacted regarding the spill(s)
     [_] Department of Health Services
     [_] Department of Fish and Game
     [_] Environmental Protection Agency
     [_] Regional Water Quality Control Board
     [_] Fire Department

D.  Have you been contacted by a government agency regarding soil or groundwater
contamination on your site? Yes____ No ____

   Do you have any exploratory wells onsite? Yes____ No ____
   If yes, indicate the following:

Number of wells ____   Approximate depth of wells: ____ Well diameters: ________

PLEASE  ATTACH  ENVIRONMENTAL  REGULATORY  PERMITS, AGENCY REPORTS THAT APPLY TO
YOUR OPERATION AND HAZARDOUS WASTE MANIFESTS.

Check off those enclosed:

    [_] Hazardous Materials Inventory Statement, HMIS
    [_] Hazardous Materials Management Plan, HMMP
    [_] Department of Health Services, Generatory Inspection Report
    [_] Underground Tank Registrations
    [_] Industrial Wastewater Discharge Permit
    [_] Hazardous Waste Manifest

Signature:  /s/ Jack Amin
         Name Written:  Jack Amin                           INITIALS

Title: President & Vice President____________________ Phone:    /s/

Date: 7/28/09
LMU Exhibit D HazMat 7 06.doc Updated: 6/3/07                        2
                                  EXHIBIT "D"


<PAGE>
                                OPTION TO RENEW

      Lessor  grants  to  Lessee the option to extend the term of this Lease for
one  (1)  seven  (7)  month  term commencing when the prior term expires (herein
called  "option  term")  provided written notice is delivered to Lessor at least
two  (2)  months  prior  to the date that the option period would commence, time
being  of  the  essence.  (or,  as  to any successive options, written notice to
Lessor  at  least  two  (2),  months  prior to the expiration of the immediately
preceding  term).  If  proper  notification of the exercise of the option is not
given  and/or  received,  such  option shall automatically expire. The terms and
conditions of this Lease shall remain in full force and effect during the option
term, except that:

1.  There shall be one (1) month free rent and CAM on the seventh (7th) month of
the option period (September 1-30, 2010).

2.  Commencing  March 1, 2010 the monthly rent for the first seven (7) months of
the   option   term   shall   be   Eight  Hundred  Ninety-Six  Dollars  ($896.00
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
 Initials ___ ___ /s/

3.      xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx. Initials /s/ /s/ /s/

4. Lessee shall accept the Premises "as is" and "with all faults" and Lessor has
no obligation to improve same in any way.

5.  In  the event that Lessee has more than one option, it may only be exercised
consecutively.  This  option to extend is personal to the original Lessee and is
not transferable or assignable in any manner whatsoever.

6. Lessee shall have no other right to extend the term beyond the option term.

7.  That  in  the  event  Lessor  has  prepared a new or revised Lease Agreement
covering the subject business or industrial complex, then, in that event, Lessee
shall  execute  a  new  Lease Agreement for the extended term and said new Lease
Agreement shall be applicable and operative during the option term.

8.  If  Lessee  is  in default on the date of giving the option notice or at any
time  prior  to the commencement of the renewal term, the option notice shall be
totally ineffective and this Lease shall expire at the end of the initial term.

The parties hereto have executed this Option to Renew on the date of signing set
forth below:

      Document Reference Date: July 8, 2009 (For reference purposes only)

LESSOR:                                  LESSEE:
Fullerton Business Center, LLC,          Allied Med, Inc., an Oregon Corporation
A Delaware limited liability company
By The Ezralow Company, LLC, a
Delaware limited liability company dba   /s/ Jack Amin
Mid Valley Management, its Managing      BY: Jack Amin, President
Agent                                    DATE OF SIGNING:7-28-09Title: President

By: /s/ Terri Rhoades
Name Printed: Terri Rhoades
Title:  Authorized Agent                 BY: Jack Amin, President
                                         DATE OF SIGNING:7-28-09Title: President

Option to renew - fixed.doc
Updated /14/06





<PAGE>
                                FORM REQUEST FOR
                            CERTIFICATE OF INSURANCE

                     TENANT: FAX TO YOUR INSURANCE CARRIER

 Dear Tenant,

      Prior  to the commencement date, early possession date, or renewal of this
lease  we  will  need  the following from your insurance carrier: (All insurance
coverage shall be written through insurance companies licensed or admitted to do
business in the State of California and must have a "BEST" Rating of at least A-
VI):

      o A certified copy of the insurance binder (countersigned by the insurer);
Or, Certificate of Insurance from your insurance carrier for each policy you are
required to carry in compliance with the obligations under this Lease.

[X]  GENERAL  LIABILITY:  (Commercial  General  Liability  Policy)  on Insurance
Services Office Form CG2010 or equivalent.

      Limits  of  Liability: $1,000,000 per occurrence, with an annual aggregate
      of  not  less than $2,000,000 Coverage shall be extended to include damage
      caused by heat, smoke or fumes from a hostile fire.

[X]   PROPERTY   DAMAGE:   (i.e.,   Fire,  Flood,  Vandalism,  Fixtures,  Tenant
Improvements)

Full replacement cost coverage (Lessor requires written evidence insurance is in
force)

[X]  BUSINESS INTERRUPTION INSURANCE: Loss of income and extra expense insurance
attributable to all perils

Q  ENVIRONMENTAL  INSURANCE:  Limits  of  Liability: A minimum of $1,000,000 per
occurrence, with an annual aggregate of not less than $2,000,000

Q  LIQUOR  LEGAL  LIABILITY COVERAGE: Coverage of not less than $1,000,000. Must
remain  current  at  all  times as long as alcoholic beverages are served on the
Premises.

Name of Lessee (Named Insured              Jack Amin dba Allied Med, Inc.,
and DBA):                                  An Oregon Corporation
Name Of Business Park:                     Fullerton Business Center, LLC
Address of insured Property Location:      2500 E. Fender Avenue, Unit "H"
City, State Zip:                           Fullerton, CA 92831

The  Certificate of Insurance, with an ADDITIONAL INSURED ENDORSEMENT, must have
the  following  information:  *THE ADDITIONAL INSURED ENDORSEMENT MUST NAME BOTH
THE LESSOR AND MID VALLEY MANAGEMENT.

Fullerton  Business  Center,  LLC,  a Delaware limited liability company 2478 E.
Fender Ave., #A, Fullerton, CA 92831

Please  have  your  carrier  fax the Certificate of Insurance to (714) 447-9362,
with a hard copy to:

                     Attention: Margo Clark-Lewis, Property Manager
                     Fullerton Business Center, LLC,
                     2478 E. Fender Ave., #A
                     Fullerton, CA 92831
                     Phone: (714) 447-0747

Thank you. Your expedience in this matter is appreciated.

Fullerton Business Center

Mid Valley Management

Your  signature  below  indicates receipt of this Insurance Request and that you
have read and understand the insurance requirements in your lease



         /s/ Jack Amin                             /s/ Jack Amin

         LESSEE:  Jack Amin, President             Jack Amin, Vice President

LMU INS CERT REQUEST 5 24 06.doc
FORM
Revised. 7/23/08


<PAGE>


                GENERAL RULES & REGULATIONS FOR INDUSTRIAL LEASE

KEYS

1.  Lessee  shall return all keys, including mailbox keys, at the termination of
its tenancy and shall be responsible for the cost of replacing any keys that are
lost and for the cost to replace or re-key any locks that are altered.

TENANT  ALTERATIONS  AND  LESSEE'S  CONTRACTORS  SEE  ITEM  7.3 (B) OF THE LEASE
AGREEMENT

2.  Lessee shall not employ any service or contractor for services or work to be
performed   in  the  Premises  except  as  approved  by  Lessor.  Prior  to  the
commencement of any work, Lessee's contractor must provide Lessor with a copy of
their  valid  contractor's  license  and  a  *Certificate of Insurance which, at
Lessor's  election,  may require an additional insured endorsement naming Lessor
and  Mid  Valley  Management  as Additional Insureds. The Limits of Liability on
both   General  Liability  and  Worker's  Compensation  must  be  a  minimum  of
$1,000,000.00 each. FOR INSURANCE COMPANY REQUIREMENTS SEE ITEM 8.5 OF THE LEASE
AGREEMENT.

HEATING AND AIR-CONDITIONING

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

HEAVY OBJECTS AND NOISE

4.  Lessee  shall  not  place  anything  in  or around the Premises, Building or
Business  Complex  that  causes  excessive  vibration or floor loading. Business
machines  and/or  mechanical  equipment belonging to Lessee which cause noise or
vibration  that may be transmitted to the structure of the Building in which the
Premises  are  located,  or  to  any  space  therein,  to such a degree as to be
objectionable,  to Lessor or to any Tenants in the Building, shall be placed and
maintained  by  Lessee,  at  Lessee's expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration.

ROOF ACCESS SEE 7.3B OF  THE  LEASE AGREEMENT

5.  In  addition  to  the  information  contained in Paragraph 7.3b of the Lease
Agreement, Lessee agrees to the following:

            5.1  If  the  Lessee,  Lessee's  Agents,  Contractors,  Employees or
invitees  shall  enter  upon the roof of said Premises , whether with or without
the  consent  of  Lessor, then the Lessee specifically indemnifies and agrees to
hold  Lessor  harmless  from  any  and  all  claims, actions or causes of action
resulting  from injuries incurred to any of said individuals or any other Person
or  Property,  caused  by or as a result of their entering upon the roof of said
Premises.

            5.2 In the event that Lessor grants written permission to the Lessee
or any of the persons set-forth above to have roof access, said consent shall be
expressly  on  the  condition  that  each  time  said  Lessee  or  those persons
designated  by  Lessee  to enter upon the roof that they first execute a written
Letter  of  Agreement  provided by Lessor (a) expressly indemnifying and holding
Lessor  free and harmless from any and all damages caused by said individuals to
the Leasehold Premises, (b) indemnifying Lessor from any personal injury damages
caused in connection therewith,

            5.3  Lessee's  Contractor  shall provide Lessor with Certificates of
Insurance   with  an,additional  insured  endorsement  and  in  accordance  with
Paragraph 2., above.

RIGHT TO CONTROL AND PREVENT ACCESS

6.  Neither the Lessee, its Agents, employees, invitees or guests shall obstruct
any  sidewalks,  passages,  exits,  entrances  or stairways of the Premises. The
passages,  exits, entrances and stairways are not for the benefit of the general
public  other  than  for access and egress; and Lessor shall in all cases retain
the right to control and prevent access thereto of all persons whose presence in
the  judgment  of  Lessor  would be prejudicial to or interfere with the general
welfare  safety,  character,  reputation  and  interest  of  the Project and its
Tenants,  provided  that  nothing contained herein shall be construed to prevent
such  access  to  persons  with  whom  any Tenant normally deals in the ordinary
course  of  its business (unless such persons are engaged in acts adverse to the
Project and its Tenants, and/or illegal activities).

DELIVERIES

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

WORK AREAS

8. All work must be confined within the Leased Premises.

PROTECTION OF PREMISES

9.  Lessee  assumes  any and all responsibility for protecting its Premises from
theft, robbery, vandalism and pilferage, which includes keeping doors locked and
other  means  of  entry  to  the  Premises closed. Lessor strongly suggests that
Lessee  re-key  the suite upon taking possession, which cost is at Lessee's sole
cost and expense

LESSEE'S ALARM SYSTEM

      10.  If  Lessee  desires to install an alarm system, all equipment must be
installed  inside  Lessee's  unit  so  as  not to be visible and shall otherwise
comply  to  the  standards  set by Lessor for all alarm systems contained in the
Business  Complex.  Lessor  must  approve  all  alarm systems. When equipment is
removed,  Lessee  must  restore the Premises to its original condition. Only one
alarm sticker per unit placed on Lessee's door is permitted.

RUBBISH REMOVAL

11.  No  rubbish,  containers or debris are to be left outside of Lessee's unit.
Lessee  shall  store  all  its  trash  and  garbage  within  the interior of the
Premises.  No material shall be placed in the trash receptacles if such material
is  of  such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of trash in the vicinity of the Project without
violation  of  any  law  or  ordinance  governing such disposal. If Lessor shall
determine that the trash generated by or at


Updated 7/9/2009

                         General Rules and Regulations
                         Parking Rules and Regulations
                                Industrial Lease
LMU Rules Regs Ind 4.06.doc                                    INITIALS /s/
                                  Page 1 of 3


<PAGE>

Lessee  agrees to comply with all laws or ordinances regarding disposal of items
considered  hazardous  waste  (Title  22,  the  Premises, in Lessor's reasonable
estimation,  shall  be  excessive, Lessee shall pay to Lessor, upon demand, such
additional  charges  as  Lessor  shall  equitably  impose  for such excess trash
removal.

In  addition  to  any other rights and remedies available to Lessor, any Lessee,
their employees, vendors, or invitees, who are division 4.5 chapter 11., section
66261.50)  which  includes,  but  is  not  limited to Fluorescent tubes, compact
fluorescents  and  High  Intensity  Discharge  Lamps  (See  "Fluorescent  Lights
disposal  02.22.06").  known  to  be  improperly disposing of any materials, are
subject  to  a  violation  fee,  in addition to any fine imposed upon Lessor for
Lessee's actions in regards to improper disposal.

EXTERIOR DAMAGE BY LESSEE

12.  During  the  Lease  Term,  and at expiration (or early termination) of this
Lease,  if  Lessee  dirties,  soils or damages the exterior of Lessor's Business
Complex, Lessee will be responsible for the repair of this damage.

SIGNAGE

13.  Lessee shall not place or permit to be placed any projecting sign, marquee,
decoration or awning on said Premises without the written consent of Lessor. All
signs   which  are  permitted  shall  be  conforming  to  the  signage  criteria
established  from  time  to  time  by  Lessor for the Premises, Building and the
Business  Complex,  as applicable, and shall be maintained by Lessee at its sole
expense,  including, but not limited to sign fabrication, maintenance, operation
(including any required utilities), repair and removal. Lessee, upon the request
of  Lessor,  shall  immediately  remove  any sign or decoration which Lessee has
placed,  or permitted to be placed in, on or about the Premises of which, in the
sole  option  and  discretion  of  Lessor, is objectionable or offensive; and if
Lessee  fails to do so, Lessor may enter upon said Premises and remove said item
and  charge  the  cost thereof to Lessee. Lessee shall not place or permit to be
placed upon any side wall, rear wall, window or roof; any sign, advertisement or
notice  without the written consent of Lessor, which consent shall only be given
where   the   proposed   sign,   advertisement   or  notice  complies  with  the
specifications  of  size, shape, design, color or material established by Lessor
and  which  are  applicable  to  all  Tenants  of  Lessor's Business Complex and
contained in Tenant's Information packet.

DIRECTORY

14. Any directory of the Project will be provided exclusively for the display of
the  names  and  locations of Tenants only. Lessor reserves the right to exclude
any other names on said directory. Directory signage is the sole cost of Lessee.

WINDOWS, WINDOW COVERINGS and WINDOW TINTING

15.  Lessee  shall not place upon the Leased Premises any window coverings (e.g.
curtains,  draperies,  blinds, etc.), nor tint windows, without Lessor's written
consent.

CANVASSING AND SOLICITATION

16.  Canvassing,  soliciting  and  distribution  of  handbills  or other written
material  and peddling in the Project is prohibited; each Tenant shall cooperate
to prevent same.

FOUL, NOXIOUS GAS OR SUBSTANCE

17.  Lessee  shall  not  use,  keep,  or  permit to be used or kept, any foul or
noxious  gas or substance in or on the Premises; or permit or allow the Premises
to  be  occupied or used in a manner which by reason of any odor is offensive or
objectionable to Lessor, in its sole and exclusive judgment, or to other tenants
or occupants of the Building.

ANIMALS

18.  Lessee  shall  not bring into or keep in or about the Premises any birds or
animals (except service animals for the disabled).

UNDER THE INFLUENCE

19.  Lessor  reserves the right to exclude or expel from the Premises any person
who,  in  Lessor's  judgment,  is  intoxicated or under the influence of liquor,
drugs or other abusive substances, or who is otherwise in violation of any Rules
and Regulations of the Project.

CHANGES IN RULES AND REGULATIONS

20.  Lessor  reserves the right by written notice to Lessee to rescind, alter or
waive  any  Rule  or  Regulation prescribed for Lessor's Business Complex at any
time  when,  in Lessor's judgment, it is necessary, desirable, proper and in the
best  interest of Lessor's Business Complex and its Tenants. Lessee agrees to be
bound by any changes, revisions or modifications.

WAIVER OF RULES AND REGULATIONS:

21.  Lessor, in its sole discretion reserves the right to waive any one of these
rules  or  regulations,  and/or as to any particular Lessee, and any such waiver
shall  not constitute a waiver of any other rule or regulation or any subsequent
application  thereof  to  such  Lessee.  Lessor  will have no liability if other
Complex  tenants  or guests fail to comply with rules or regulations, applicable
law, or that party's lease.

ALTERNATIVE TELEPHONE OR TELECOMMUNICATIONS PROVIDER:

22.  A.  Lessor Consent Required. In the event that Lessee wishes to utilize the
services  of  a  telephone or telecommunications provider whose equipment is not
servicing  the  Building  as  of  the  date  of Lessee's execution of this Lease
("Provider"),  no such Provider shall be permitted to install its lines or other
equipment  within  the Building without first securing the prior written consent
of  Lessor,  which  consent  shall  not  be  unreasonably  withheld. At Lessor's
discretion,  Lessee  may  be  presented with a Letter of Agreement outlining the
Conditions  of  Consent prior to work being done and any additional requirements
of Lessor.

      B.  Defacement  of  Premises: Lessor shall have the right to approve where
and  how  telephone  wires  are  to be introd uced to the Premises. No boring or
cutting  for  wires shall be allowed without the consent of Lessor. The location
of telephone call boxes and other office equipment affixed to the Premises shall
be  subject  to  the  approval  of Lessor. Lessee shall not mark, drive nails or
screws,  or  drill  into  the  partitions,  woodwork or plaster contained in the
Premises  or in any way deface the Premises or any part thereof without Lessor's
prior  written consent Lessee shall not install any radio or television antenna,
satellite dish, loudspeaker or other device on the roof or exterior walls of the
Project.  Lessee  shall  not interfere with broadcasting or reception from or in
the Project or elsewhere.


Updated 7/9/2009

                         General Rules and Regulations
                         Parking Rules and Regulations
                                Industrial Lease

LMU Rules Regs Ind 4.06.doc                                     INITIALS /s/
                                  Page 2 of 3


<PAGE>

      C.  The  replacement or repair to Lessor's Business Complex, including but
not  limited to, ceiling tiles, damaged T-bar or existing wiring during Lessee's
installation of phone or computer cabling ,shall be borne by Lessee.

UTILITIES AND SERVICES

23.  No  cooking shall be done or permitted on the Premises. Notwithstanding the
foregoing,  Underwriter's  Laboratory approved equipment and microwave ovens may
be  used  in  the  Premises for heating food and brewing coffee, tea and similar
beverages  for  employees  and  visitors of Lessee, provided that such use is in
accordance  with all applicable federal, state and city laws, codes, ordinances,
rules and regulations; and provided further that such cooking does not result in
odors escaping from the Premises.

SMOKING  -(degree)

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

VENDING MACHINES

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

SAFETY and COMPLIANCE

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

                         PARKING RULES and REGULATIONS

PERMITTED AND PROHIBITED PARKING

1. Parking is permitted in designated striped areas only. All other Vehicles not
parked  in  such areas are subject to being towed away at Lessee's sole cost and
expense (22658 CVC). Parking is prohibited:

      (a) in areas not striped for parking;

      (b) in aisles

      (c) where "No Parking" signs are posted;

      (d)  where  "Handicap" signs are posted, unless Handicap I.D. is posted in
or on vehicle;

      (e) on ramps;

      (f)  in  areas outside warehouse doors which are restricted to loading and
unloading only. This is a fire lane, which must not be blocked.

      (g) in specifically assigned and reserved spaces to others than Lessee;

      (h) inside the Premises; and,

      (i) in such other areas as may be designated by Lessor, its Agents, Lessee
or Licensee.

OVERNIGHT STORAGE OF VEHICLES OR TRAILERS

2.  There  will  be  no overnight storage of Vehicles or Trailers in the parking
lot.  Vehicles  used  and  moved  on  a daily basis are exempt. There will be no
storage of wrecked or damaged Vehicles at any time.

DIRECTIONAL SIGNS AND ARROWS

3. All directional signs and arrows must be observed.

SPEED LIMIT

4. The speed limit will be a reasonable speed.

RESPONSIBILITY FOR LOCKED VEHICLES AND DAMAGES

5.  Unless  otherwise  instructed,  every  person  is requested to park and lock
his/her own Vehicle. All responsibility for damage to Vehicles to be repaired is
assumed  by Authorized Users. Lessee shall repair or cause to be repaired at its
sole  cost and expense any and all damage to the Project Parking Facility or any
part  thereof  caused  by  Lessee,  its Authorized Users, Invitees or Guests, or
resulting  from  Vehicles of each of them. Lessee specifically waives any claims
against Lessor arising out of damage to said Vehicles.

COMMON AREA PARKING

6.  Lessee  acknowledges  that  the  parking  spaces  as  specified  on Page 1.,
Paragraph 1.2(b) of the Lease will not necessarily be located in close proximity
to  Lessee's  Premises or each other, if more than one space is involved. Lessee
agrees  not  to  overburden  the parking facilities and agrees to cooperate with
Lessor  and  other  Tenants  in  the  use  of parking facilities. At no time may
Lessee's  number  of  parking  spaces  exceed the number referenced in Paragraph
1.2(b)  of  the  Lease  Agreement.  Lessor  reserves  the  right in its absolute
discretion  to determine whether parking facilities are becoming crowded, and in
such an event, to allocate parking spaces among Lessee and other Tenants. In the
event  allocation is deemed necessary by Lessor, Lessee shall be entitled to the
use  of up to two (2) parking spaces per 1,000 square feet leased. Lessee hereby
agrees  not  to  occupy or permit its Employees, Customers or Invitees to occupy
more  than the number of spaces specified above; nor to park anywhere other than
in  parking  stalls  assigned  and  designated as such by painted signs, parking
lines and parking bumpers.

PROHIBITED USE

7.  The maintenance, washing, waxing or cleaning of vehicles in the Common Areas
is  prohibited.  Parking  a  vehicle  that  is  leaking fluids (i.e., motor oil;
coolant, etc.) onto the asphalt is prohibited. Owner of vehicle will be required
to  remove said vehicle from the lot until the problem is repaired. Lessee shall
be responsible for the cost to repair any damages to Lessor's parking lot caused
by said vehicle.

CHANGES TO RULES and REGULATIONS

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


Updated 7/9/2009

                         General Rules and Regulations
                         Parking Rules and Regulations
                                Industrial Lease
LMU Rules Regs Ind 4.06.doc                                   INITIALS /s/
                                  Page 3 of 3


<PAGE>
                             MID VALLEY MANAGEMENT
                           UNIT INSPECTION CHECK LIST

PROPERTY:  FULLERTON BUSINESS CENTER                     MOVE IN DATE:  9/01/09
TENANT:  Allied Med, Inc., an Oregon Corporation
ADDRESS:  2500 E. Fender Ave., Fullerton, CA 92831       UNIT NUMBERS:  "H"
LESSEE INSPECTION DATE:  __________

Please indicate the condition of your unit for the categories listed below, then
sign  and  return  this  form within thirty (30) days of your Lease commencement
date,  or  occupancy, whichever occurs first. Unless otherwise specified in your
Lease,  Lessor will have no obligation to make repairs; this checklist will be a
benchmark  documenting  the  status of the Premises when you took possession. If
you fail to complete and return this Unit Inspection Checklist, the Unit will be
deemed in good condition and repair.

Please provide the phone number for your new unit:

                                O.K.            NEEDS WORK           COMMENTS
HVAC


DOORS/WINDOWS:


ELECTRICAL:


FLOOR COVERING:


LIGHTS:


MINI-BLINDS:


PLUMBING:


WALLS:


PREMISES CLEAN:


OTHER COMMENTS:






  Accepted as indicated above:
  LESSEE:  Allied Med,
  Inc., an Oregon Corporation


          By:  /s/ Jack Amin, President  Date:  7/28/09
          By:  /s/ Jack Amin, Vice President  Date:  7/28/09


LESSEE: IF TAKING UNIT AS IS, INITIAL HERE






LMU Unit Inspection Check List.doc.5.1.06

Updated 7/27/2009


<PAGE>

                          INSTRUCTIONS TO NEW TENANTS

                   WELCOME: TO THE FULLERTON BUSINESS CENTER!

        Below is some information that will help you in getting set up.

1.  Utility Turn-On:  Southern California Gas Company          (800) 427-2200
                      Southern California Edison Company       (800) 65504555
2.  Telephone:        Pacific Bell                             (800) 491-8889
3.  City Hall         303 W. Commonwealth, Fullerton, CA       (714) 738-6300
4.  Proof of          Coverage must be furnished to Lessor naming Fullerton
    Insurance:        Business Center, LLC and Mid Valley Management as
                      Additional insured before keys for the unit will be
                      released to Lessee.
5.  Signage:          There is a sign placard provided outside your unit.  The
                      lettering must be in BROWN.  There is to be no color
                      used on the sign.  If you like, you may contact Mr. Kim
                      Dedic @ (714) 525-1869 to have your sign painted.
                      Paper signage is prohibited.
6.  Air Conditioning  Check to make certain that they are operating properly.
& Heating System In   If we are not notified within one week after you obtain
Office:               occupancy that the systems are not working properly,
                      we will not be responsible repairs. The gas must be turned
                      on for the heater in the office to work.

7.  Warehouse         Warehouse comes equipped with 6 (8 ft.) drop light
Lighting:             fixtures.

8. Tenant             Prior to any alterations, we must receive a signed set of
Alterations:          building plans from the City of Fullerton. If the
                      alterations do  not require City permits, then  the tenant
                      must get our approval before they are made.

9.  We strongly recommend that you re-key your unit. We do not require a copy of
the key(s) or maintain one for your unit.

10.  Absolutely  no  rubbish,  containers  or  debris  are to be left outside of
Lessee's unit. Any debris is subject to immediate removal by Lessor. You will be
charged  for  removal,  plus  25% overhead. After the third removal of debris by
Lessor,  Lessee  will  be  considered  in  violation of his lease and subject to
termination of his lease.

11.  Fire  Extinguishers:  All  units  must contain a minimum of one (1) NFPA 10
portable  fire  extinguisher  for  their  occupancy  and  operations, as well as
hazard(s). Said extinguisher(s) shall be at Lessee's cost.

All  extinguishers should be readily accessible (i.e., no obstructions), and the
travel  distance  to the nearest extinguisher should not exceed 75 feet or 2,500
square feet.

It  is  a Lessee responsibility to have fire extinguishers serviced on an annual
basis by a licensed fire extinguisher company.

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

13.  Please  provide  the  leasing  office  with  your new phone, fax and e-mail
address. Thank-you very much for your cooperation.

Thank-you very much for your cooperation.



<PAGE>
                              CONNELLY ACT NOTICE
                               (Revised 3/12/90)

      The  Connelly  Act (California Health & Safety Code section 25915 at seq.)
(the  "Act")  requires  that  certain information pertaining to asbestos be made
available  to  employees, contractors, tenants, and others. We are providing you
with  this notice regarding the Fullerton Business Center, Fullerton, California
(the "Center") in compliance with this law.

      Reports  By  Diagnostic Engineering, Inc. A limited asbestos survey report
(revision)  ("Report")  dated  January  12,  1990,  was  prepared  by Diagnostic
Engineering,  Inc.  ("DEI").  This  Report  contains  the  results  of a limited
asbestos  survey  for  asbestos-containing  construction  materials ("ACM"). The
survey  included  visual  observation  of  all  office spaces at the Center for.
spray-applied acoustic material, sampling of suspect acoustic ceiling materials,
and laboratory analysis of the 25 bulk samples taken.

      The  contents  of the report include a statement of conclusions, a warning
regarding  ACM, a list of the friable materials encountered in sample locations,
a  list  of unsampled suspect materials and their general locations, a statement
of  sampling  and  laboratory  procedures,  and  a work item inventory regarding
future removal of the ceiling material.

      Laboratory  results  of  the  bulk sampling indicated that one of the bulk
samples,  taken  from  2478-K, did not contain asbestos. The other 24 samples of
the  spray-applied  acoustic  material collected were found to contain asbestos.
These 24 samples were taken from the following office ceiling locations:

           2434-A,  2434-B,   2444-J,   2444-F,  2478-A,    2478-C,      2488-K,
 2488-I,   2500-B,  2500-D,   2512-A,   2512-D,  2524-C,    2524-G,      2536-I,
 2536-L,   2548-J,  2560-F,   2572-A,   2584-H,  2444-L,    and 2560-C.

      Analysis  of  the  bulk  samples  for  asbestos  content  was performed by
polarized light microscopy (PLM), according to EPA protocols.

      All of the positive bulk samples indicated that the spray-applied acoustic
material is friable. Damage ranged from none to minor, air movement was found to
be  moderate, and access to all of the positive sampled material was found to be
high.

<PAGE>

      The  Report concludes that friable ACM is present in the following ceiling
locations:

            .    2434-A-I, 2444-A-L, 2478-A-K, 2488-A-K, 2500-A-L,
  2512-A-L, 2524-A-L, 2536-A-L, 2548-A-J, 2560-A-J, 2572-A-1, and 2584-A-H.

      The  report  also  noted  that  other building materials which may contain
asbestos  were  not  sampled or could not be representatively sampled as part of
the  survey.  These  include  roofing  materials,  resilient  sheet flooring and
mastic,  resilient  floor tile and mastic, baseboard and mastic, joint compound,
and  wallboard.  These  materials  and  others which may be discovered should be
assumed to contain asbestos until confirmed otherwise.

      Previously,  DEI  performed.  cohesion/adhesion testing of bulk samples of
spray-applied acoustic ceiling material from 2488-K, 2512-L, 2584-E, and 2478-E.
The  cohesion/adhesion testing results indicated that the spray-applied acoustic
material sampled is well-secured to the underlying substrate.

      Air samples were taken by DEI in the following twelve locations:

               2478-A,     2488-K     2434-H,    2444-D,   2500-A,  2512-J,
  2560-A,      2548-J,     2527-J     2584-H,    2536-K    2524-A,

      The  air  samples  were analyzed by phase contrast mico-scopy (PCM), using
EPA  protocols.  This  technology measures all fibers, not just asbestos fibers.
The  fiber  content  of  the air in each instance of sampling was below the OSHA
"action level" of 0.1 f/cc.

      The  cohesion/adhesion  testing  results  and  air  sampling  results  are
contained  in  a  prior  DEI  report,  dated  October 31, 1989. This report also
contains  an  executive  summary,  findings  and recommendations, a statement of
limitations,  an  air sample log, a bulk sample log and a cohesion/adhesion test
log.

      DEI  also  issued  a  Limited Site Review report, dated February 28, 1990,
which  contains  observations and recommendations by DEI regarding spray-applied
acoustic  ceiling materials in locations 2478-I, 2478-K, 2444-L, 2560-F, 2488-I,
and  2548-J.  This  report states that varying amounts of damage to the material
was  observed  in 2478-I, 2444-L, 2560-F, 2488-I, and 2548-J. No observation was
made  by  DEI  of 2488-K, but there appears to be damage to the material in that
unit. The material in 2478-K was observed to be in good condition.



<PAGE>

DEI  has  recommended  removal  of  the  ceiling  material in 2560-F, 2488-K and
2548-J.  For 2478-I and 2478-K, DEI has recommended reinspection of the material
as  part  of an operations & maintenance ("O&M") program. For 2444-L and 2488-I,
DEI has recommended removal of the material if the source of water damage to the
material  cannot  be  repaired;  if  it  can  be  repaired,  DEI has recommended
reinspection  of  this  material  as  part  of an O&M program. Material which is
removed  will  be  replaced  with  a  non-ACM  product.  Until  this removal and
replacement  work  is  completed,  great  care  must  be  taken  to  prevent any
disturbance  of  the  material  which could result in airborne fiber release and
contamination  of  the  occupied  space.  Center  management is working with its
consultant to determine the best means of performing this work.

      DEI has reviewed the report by M.R. Chasse' Company, dated August 7, 1989,
which  recommended  abatement  (by  removal  or  encapsulation)  of  all  of the
spray-applied  acoustical  ceiling  material.  The  Chasse'  Report is discussed
below.  Based  upon  its observation of the material in place and the results of
the  testing  concluded  to date, DEI does not believe that encapsulation of the
spray-applied  acoustical  material  is  an  appropriate  strategy  and does not
believe  that removal of the material is necessary at this time, except as noted
above.  Accordingly,  DEI  has recommended an operations and maintenance ("O&M")
plan  for  management for the remaining ceiling materials, with a long term goal
of removal.

      Report  By  M.R.  Chasse'  Company. A property inspection report ("Chasse'
Report"),  dated  August  7,  1989,  was  prepared by M. R. Chasse' Company. The
Chasse'  Report contains the results of an inspection to survey the buildings at
the Center for the presence of ACM. The contents of the report include a general
statement  of  the  scope  of  services performed, findings regarding ACM in the
Center,  and a laboratory report regarding analysis of the bulk samples taken in
the Center.

      Bulk  samples  of  sprayed-on acoustic ceiling material were analyzed from
material  taken  from  2584-E  (south  and north offices); 2584 (south and north
offices);  2560  (Units  D and J and south office); 2536 (Unit B); 2524-C (south
and  north  offices),  2524-H;  2512-G  (south  and  north offices); 2512-I; and
2444-H.  Roof covering material was analyzed from samples taken from 2584, 2572,
2560,  2478,  2500,  2488,  2512,  2524,  2536, 2434, 2444 and 2548 East Fender.
Asbestos  was  not  detected  in  any  of these samples. However, the analytical
detection  limit  for  the tests by Chasse' was 1% asbestos (which is consistent
with  generally  approved  bulk  sample  testing methods under EPA proto- cols),
whereas  the Connelly Act defines ACM to mean material with greater than 1/10 of
1%  asbestos  by  weight.  Although  asbestos  at, a level of 1% or more was not
detected  in  these  samples, it is possible that the sampled roof materials may
contain asbestos at a level greater than 1/10 of 1% but less than 1%. A flooring
sample  from  2584-G  also  was  analyzed  and  found to contain greater than 1%
asbestos.

      The sampled acoustic ceiling material was found to be friable and contains
asbestos  in  a  concentration sufficient to be considered a hazard to health if
disturbed.  However, the material was found to be in good condition. The sampled
vinyl  asbestos flooring was characterized by Chasse' as non-friable, as was the
transite  pipe;  generally, these- materials do not present a hazard unless they
are disturbed.

      The  mere  presence  of undisturbed and non-friable ACM in a building does
not  generally  present  a health hazard. However, exposure to airborne asbestos
fibers  can  cause  asbestosis  and other asbestos-related diseases. Asbestos is
listed  under  Proposition  65 as a chemical known to the State of California to
cause  cancer.  There  are  uncertainties  about the level of exposure which can
cause  disease.  The  owners  have  no special knowledge of the potential health
impacts  resulting  from  exposure  to  asbestos.  If you wish to obtain further
information  regarding  potential  health  risks or impacts of asbestos, you are
encouraged to contact your local or state public health agencies.

      Asbestos  is  a  hazardous  material.  When  it  is  contained  in ceiling
material, roofing material, floor coverings or piping insulation, it can release
fibers,  if  disturbed. Certain general procedures and handling restrictions are
necessary  when  dealing with ACM or potential ACM, as a result. It is important
that  these  materials  not  be  touched, moved, painted, scraped, cut, drilled,
ordered,  sanded,  cored,  broken or otherwise disturbed in order to prevent and
minimize  potential  release  of  asbestos  fibers.  The  material should not be
penetrated for hangers, cabling, wiring and the like. Such activities may


                               -4-


<PAGE>

present  a  health  risk  and  should  not be attempted by any person who is not
trained  in  the  proper  handling  and  disposal  of  ACM.  Any  damage  to, or
disturbance  of,  these  materials should be reported immediately to the on-site
manager.

      The  reports  referred to in this Notice are available for your review and
photocopying  in  the  on-site  management  office at 2478 East Fender, Suite A,
Fullerton,  California  92631.  Please call Stephanie Burke at (714) 447-0747 if
you  wish to arrange access to this information. Center management will keep you
informed of progress in the on-going planning with regard to the ACM.







                                      -5-

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