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EXHIBIT 10.10

                             COMMERCIAL OFFICE LEASE

THIS LEASE is made this day, 10/7/03, by and between Barrington Pacific, LLC, a
California Limited Partnership, commonly referred to as Pacific Plaza, herein
called "Landlord", and Alexander Lightman, herein called "Tenant".

This lease is made by Landlord and is accepted by Tenant upon the following
terms, and it is agreed that each of the terms hereinafter specified shall be
conditions as well as covenants.

     (1)  RENT AND TERM. For and in consideration of the prompt payment of the
          rent by Tenant and exact performance of the covenants hereinafter set
          fourth by Tenant, Landlord does hereby lease to Tenant, and Tenant
          hereby hires from Landlord, that certain office SUITE NO. #1500
          located at 1431 Ocean Avenue, Santa Monica, California (the
          "premises"), together with __0__ assigned/valet automobile parking
          stall number _n/a, of parking privileges for __0__ automobiles for the
          term of 12 MONTHS commencing on 8/21/02 and ending on 7/31/03 at the
          monthly rental rate of $550.00 dollars payable at 1431 Ocean Avenue
          #2000, Santa Monica, California ("Landlord's Office").

          If Landlord is unwilling or unable to deliver possession of the
     premises to Tenant, because of: (a) the loss or destruction of the
     premises, (b) failure of the prior tenant to vacate, or (c) for any other
     reason, then the Tenant or Landlord may immediately cancel or terminate
     this agreement upon written notice to the other party at their last known
     address; whereupon neither party shall have liability to the other, and any
     sums paid under this lease shall be refunded in full. If neither party
     cancels, the rent payable under this lease shall be prorated and begin on
     the date of possession.

          Said rent shall be paid monthly in advance on the first day of each
     month by personal check or certified funds, without deduction or offset, at
     Landlord's office or at such other place in the State of California as
     Landlord may designate in writing. Should Tenant fail to pay rental by the
     close of the fifth day following the date on which it was due, or should
     Tenant pay rental by a check that is not honored by the bank, then Tenant
     agrees to pay to Landlord the sum of $25.00 as a fee for the processing of
     either late rental payments or checks which are not honored at the bank.
     The parties acknowledge that if the rental is not paid on time or is paid
     by a check that is not honored by the bank, that Landlord is put to
     additional bookkeeping and related expenses, the precise amount of which is
     difficult if not impossible to ascertain, and for that reason the parties
     hereto have agreed upon the above sum to compensate Landlord for such
     expenses. Nothing herein contained shall be construed as to either permit,
     sanction, or authorize payment of rental other than on the day it is due or
     the payment of rental with checks that are not honored by the bank. Should
     rent be paid by a check which is not honored, Landlord may, at its sole
     discretion, demand that future payments must be by cashier's check or money

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     order. The money failure to pay ray rental on the due date or the payment
     of rental with a check that is not honored by the bank shall immediately
     vest landlord all those rights which it would have notwithstanding any
     provisions contained in this paragraph, including, without limitation,
     those rights described in Article 12 hereof.

     (2)  SECURITY DEPOSIT. In addition to the rent provided to be deposited
          herewith in paragraph (1) herein, as part of the consideration for the
          execution of this lease by Landlord, Tenant shall deposit with
          Landlord the sum of $500.00, receipt of which Landlord acknowledges,
          as security for the payment of the rent reserved and the faithful
          performance by Tenant of all the terms, conditions, and covenants
          herein to be performed by Tenant. Upon termination of the Lease, and
          after Tenant has vacated the premises, Landlord shall return said sum
          herewith deposited to Tenant, less any amounts necessary: to
          compensate landlord for any default in the payment of rent or other
          sum payable under this lease; to repair damages to the premises; to
          clean, carpet, shampoo or paint the premises if Tenant does not leave
          the premises clean and free of debris; to restore, replace, or return
          Landlord's personal property or appurtenances; to remedy future
          defaults by Tenant of any obligations herein; or for any other
          purposes permitted by law. No interest shall be payable on the
          security deposit unless required by law.

     (3)  KEYS. All keys and/or entry cards relating to the premises shall be
          returned on the date the premises are surrendered or vacated. If
          Tenant shall fail to return any key and/or card supplied by Landlord,
          Tenant shall pay Landlord's charge (as adopted from time to time) for
          the failure to return any such key and/or card.

     (4)  USE, ASSIGNMENT AND SUBLEASE. Tenant shall not use the premises or any
          part thereof or suffer the same to be used for any purpose other than
          as an office, nor by any person other than Tenant as identified
          hereinabove. Tenant shall not sell, assign, hypothecate, license or
          transfer the premises or any part thereof (including, without
          limitation, the aforesaid assigned parking stall or privilege). It is
          expressly understood and agreed that the character of the occupancy of
          the premises, as above restricted, is a special consideration and
          inducement for the granting of this lease and in the event of
          violation hereof by Tenant or if Tenant shall cease to occupy the
          premises or shall permit the premises (including, without limitation
          the aforesaid parking stall or privilege) to be occupied or used by
          parties other than Tenant, or violate any other restriction or
          condition hereby imposed, this lease may be terminated by Landlord in
          the manner provided in paragraph (12) hereof.. Tenant further agrees
          (a) not to use or suffer or permit the premises or any part thereof to
          be used for any purpose or in the use in violation of any law,
          ordinance, or regulation of any governmental authority, or in any
          manner that will constitute a nuisance or an annoyance to the owners
          or occupants of adjoining or neighboring property or to other tenants
          or occupants of the building, or in any hazardous purpose or in any

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          manner that might violate any policy of insurance or suspend, avoid,
          make inoperative or increase the rate of any fire, rental, other
          insurance, at any time carried on the building or any of its contents
          and (b) not to permit any auction to be conducted in the premises. In
          the event of any disturbance by Tenant or Tenant's servants,
          employees, agents, invitees, or licensees, Landlord may, in addition
          to all other remedies provide herein, at its option terminate this
          lease by written notice. Tenant agrees to vacate premises within three
          days after delivery of said notice. If Landlord accepts rent from any
          person not a Tenant (or not named above), whether or not the person
          occupies the premises, said shall not constitute a waiver of this
          paragraph (4), shall not be used to establish said person's right to
          possession of the premises, and shall be interpreted only as an
          accommodation to the Tenant.

     (5)  MISREPRESENATIONS. It is further understood and agreed that in the
          event Tenant shall in its Application to Lease make any
          misrepresentation, Landlord may treat same as a violation of covenant
          of this lease, and the remedies provided under paragraph (12) hereof
          shall become applicable and applicable thereto.

     (6)  ACCEPTANCE AND SURRENDER OF PREMISES/REPAIRS. Tenant has examined and
          knows the condition of the premises and has received the same in good
          order and repair, except as herein otherwise specified, and
          acknowledge that no representations as to the condition or repair
          thereof have been made by Landlord, or the agents of Landlord, prior
          to or at the execution of this lease, that are not herein expressed.
          Throughout said term Tenant shall take good care of the premises, its
          appurtenances, fixtures, and equipment, and shall not drill into,
          disfigure, or deface any part of the buildings, grounds, or any other
          part or portion of the premises, or suffer the same to be done. As and
          when needed, Landlord shall have the right, but not the obligation, to
          repair the premises, its appurtenances, fixtures, and equipment where
          rendered necessary by misuse or neglect of Tenant, its servants,
          employees, agents, invitees, or licensee. The cost thereof shall be
          determined on statements rendered by Landlord to Tenant and then the
          sum so determined shall be payable to Landlord upon delivery of such
          statement; and if the same not be paid by Tenant within ten (10) days
          thereafter, then said sum shall be deducted from the security deposit
          and the failure of Tenant to promptly restore the security deposit for
          the full amount shall be a reach of this lease.

          (a) Tenant shall comply with all laws, ordinances, governmental
          regulations and with the regulations of the Board of Fire Underwriters
          applicable to the premises.

          (b) Upon the ending of the term in any manner, Tenant shall quit and
          surrender premises in as good order and condition as they were at the
          beginning of the term, excluding normal wear and tear. If said
          premises be not so surrendered at any ending term, Tenant shall be
          responsible to Landlord for all of the damage which Landlord shall
          suffer as a result thereof, and further will hold harmless Landlord

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          from any claim made by any succeeding tenants against Landlord,
          resulting from delay by Landlord in delivering possession of the
          premises to such succeeding tenant , so far as such delay is
          occasioned by failure of Tenant so to surrender the premises.

     (7)  RULES AND REGULATIONS. Tenant shall observe and comply with, and
          Tenant agrees that all persons visiting the premises shall observe and
          comply with, the "Rules and Regulations Governing Office Tenancy in
          the Building" which are incorporated herein by reference, and such
          modifications or additions hereto and such other and further Rules and
          Regulations as Landlord may from time to time deem necessary for the
          safety, care and cleanliness of the building, and the preservation of
          good order therein, as well as the comfort, quiet and convenience of
          other tenants.

     (8)  SIGNATURE OF TENANTS. If there is more than one tenant signatory
          hereto, each of them does understand and agree that the act of notice
          of ot to, or refund to, or the signature of, any one or more of them,
          in relation to the tenancy or to the renewal thereof, or termination
          thereof, shall be binding upon each and all Tenants signing this lease
          with the same force and effect as if each and all of them had acted,
          signed, or given or received such notice or refund. Whenever used, the
          word `Tenants" shall refer to all tenants named on and signatories to
          this lease. If more than one tenant is named herein all Tenants shall
          be liable jointly and severally for all obligations of Tenant
          hereunder.

     (9)  LIENS. Tenant shall keep the premises and the property free and clear
          of all liens.

     (10) DAMAGE. If the premises shall be partially damaged by fire or
          casualty, Landlord may make repairs. But in the event of substantial
          destruction of the building of which the premises form a part by fire,
          earthquake or otherwise, or in case the damage to the premises shall
          be so extensive that they cannot, in the sole opinion of Landlord, be
          repaired within thirty (30) days, or if landlord shall decide to
          rebuild or to reconstruct or repair the building so that, as
          reconstructed or repaired, it will be substantially different
          structurally or architecturally, then all interest of Tenant in the
          premises shall terminate, and this lease shall become void from such
          time. In the event that Landlord is making repairs and that any
          question shall arise between landlord and Tenant as to whether or not
          repairs shall have been made with reasonable dispatch, due allowance
          shall be made for any delay which may arise in connection with the
          adjustment of the fire insurance loss, and for any delay arising out
          of what are commonly known as "labor troubles," or any other cause
          beyond landlord's direct control.

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     (11) DEFAULT. If Tenant defaults in the payment of the rent herein provided
          for, or if Tenant defaults in the performance of any other of Tenant's
          obligations herein contained for three days after written notice
          thereof from landlord, or if Tenant abandons or vacates the premises,
          in addition to any other rights or remedies which landlord may have by
          law, Landlord may have by law, Landlord may at his option:

          a.   Terminate and declare a forfeiture of this lease and re-enter the
               premises as provided by law; and landlord shall be thereupon
               entitled to recover from Tenant all damages landlord may have
               suffered by reason of Tenant's breach, including the cost of
               recovery of the premises, the cost of removal of persons and
               property therefrom, and the worth at the time of a court award of
               damages in favor of landlord of the amount by which the unpaid
               rent for the balance of the term after the time of such court
               award exceeds the amount of such rental loss for the same period
               that Tenant proves could be reasonably avoided.
          b.   Re-enter the premises and remove all persons therefrom in
               accordance with law, and, without terminating this lease, from
               time to time re-let the premises or any part thereof on such
               terms and conditions as Landlord may deem fit (which may be for a
               term extending beyond the term of this lease or any extension or
               renewal thereof) and receive and collect the rents therefore
               which shall be applied to any indebtedness. In the event and
               whether or not the premises or any part thereof is re-let, Tenant
               shall pay to Landlord all such sums required to be paid by Tenant
               up to the time of re-entry by landlord, and thereafter Tenant
               shall, if required by Landlord, pay to landlord until the end of
               the term of this lease or any re-letting after deducting all
               Landlord's cost and expenses assumed or incurred in recovering
               possession and re-letting the premises, and the same shall be due
               and payable on the several rent days specified herein.
          c.   In the event of any re-entry and taking possession of the
               premises as provided in this paragraph (12), Landlord shall have
               the right but not the obligation to remove therefrom all or any
               personal property located therein and may place the same in
               storage at the expense and risk of the owner or owners thereof
               and sell the same in the manner prescribed by law.
          d.   No employee of landlord or landlord's agent shall have any power
               to accept keys of the premises prior to the termination of this
               lease. The delivery of keys to any employee of landlord or
               landlord's Agent shall operate as a termination of this lease or
               as a surrender of the premises. Interruption or curtailment of
               any service shall not constitute a constructive or partial
               eviction nor entitle Tenant to any compensation or abatement of
               rent. The receipt by Landlord of rent with knowledge of the
               breach of any covenant of this lease shall not be deemed a waiver
               of such breach. No provision of this lease shall be deemed to
               have been waived by landlord unless such waiver be in writing,
               signed by Landlord. No payment by Tenant or receipt by landlord
               of a lesser amount than the monthly rent herein stipulated shall

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               be deemed to be other than an account of the earliest stipulated
               rent, nor shall any endorsement of statement on any check or any
               letter accompanying any check or payment as rent be deemed an
               accord and satisfaction, and Landlord may accept such check or
               payment without prejudice to landlord's right to recover the
               balance if such rent or pursue any other remedy, including,
               without limitation, the remedy of eviction. If upon failure of
               Tenant to pay the rent as aforesaid, or to comply with any other
               covenants, conditions, ruled and regulations of this lease,
               action should be brought or noticed served on account thereof to
               enforce payment of rent herein, or to recover possession of
               premises, or to enforce any provision of this lease, or to obtain
               damages, Tenant agrees to pay Landlord reasonable costs and
               expenses in said action or for said notice, including attorney's
               fees, whether or not any such action proceeds to judgment.
          e.   If an execution or other process be levied on the interest of
               Tenant in this lease, or if a petition in bankruptcy is filed by
               or against Tenant in any court of competent jurisdiction,
               landlord shall have the right, at its option, to re-enter said
               premises and terminate this lease.

     (12) NOTICES. Any notice by Landlord to Tenant shall be deemed to be fully
          given, in writing, and delivered personally to Tenant or mailed and
          deposited in any general branch post office or post box, enclosed in
          an postpaid envelope addressed to Tenant at the building in which the
          premises are situated. Any notice by Tenant to landlord shall be
          deemed to by duly given, if in writing, and delivered personally to
          either landlord or to agent of landlord charged with the renting and
          management of the building in which the premises are situated, or
          mailed and deposited in any general or branch post office in the City
          of Los Angeles, enclosed in a postpaid envelope addressed to Landlord
          or its agent at its office at 1431 ocean Ave #2000 Santa Monica,
          California.

     (13) ABATEMENT OF SERVICES. No diminution or abatement of rent or other
          compensation shall be claimed or allowed for inconvenience or
          discomfort arising from repairs or improvements made to the building,
          its systems, or appliances, nor for any space taken to comply with any
          law, ordinance or order of government authority, not for any
          reassignment of the automobile parking or privilege referenced herein.
          In respect to any "services" herein expressly or impliedly agrees to
          be furnished by Landlord to Tenant, it is agreed that there shall be
          no diminution or abatement of the rent or any other compensation for
          interruption or curtailment of such "services". Landlord shall not be
          required to furnish and Tenant shall not be entitled to received any
          such "services" during any period wherein Tenant shall be in default
          in respect to payment of the rent.

     (14) ACCESS TO PREMISES. Landlord and Landlord's agent shall be permitted
          at any time during the term of this lease to visit and examine the
          premises at any reasonable hour, and Landlord, landlord's agent,
          and/or workmen authorized by Landlord and Landlord's agent, may enter
          the premises at any time to perform services or to make or facilitate
          repairs, changes, alterations, or improvements in any part of the
          building whenever Landlord may see fit to make the same and to show

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          said premises during thirty (30) days prior to the termination of this
          lease, and if said Tenant shall not be personally present to open and
          permit the entry into said premises at any time when for any reason an
          entry therein shall be necessary or permissible hereunder, Landlord
          and Landlord's agents may enter same without rendering Landlord or
          such agent liable to any claim or cause of action for damages by
          reason thereof and without in any manner affecting the obligations and
          covenants of this lease. In the event that at any time before the
          expiration of the term herby granted Tenant shall cease to occupy the
          premises, landlord shall have the right to enter the premises for the
          purposed of cleaning, and redecorating the same, or for any other
          purpose, and the exercise of such right by Landlord shall in no way
          affect or modify the obligations of Tenant under this lease for the
          remainder of the term thereof.

     (15) FACILITIES. Tenant acknowledges that Tenant is not entitled under this
          lease to use any laundry facility, recreational facility, or other
          facility in the building.

     (16) ALTERATION OF PREMISES. If a master antenna system shall be provided,
          Landlord shall have the right to disconnect the lead-in and/or the
          connection to Tenant's apparatus outlet of the master system when, in
          Landlord's opinion, Tenant's apparatus interferes with the proper
          operation of the master antenna system. Landlord further reserves the
          right in its sole discretion, to prohibit, restrict and regulate the
          size, style and method of installation of any roof or exterior radio
          or television antenna installed by Tenatn or agents of Tnatn. No such
          installation shall be made without landlord's written consent, which
          may be withheld in Landlord's sole discretion. Tenant shall not
          install or use in the premises any heavy electrical consumption
          appliance without prior written consent of Landlord. No structural
          changes or addition of any nature whatsoever shall be made in the
          premises by Tenant, or its agents, nor may Tenant do any painting on
          the premises or affix wallpaper, carpet, bookcases, cupboards,
          draperies, shelves, shutters, wall coverings, doors or any other
          appurtenances to wall or floor areas without Landlord's prior written
          consent. Any consent of Landlord to alterations, installations or
          decorations, may be conditioned upon Tenant paying (either up front or
          upon vacating the premises) to Landlord any and all charges for
          restoration of the apartment to standard conditions.

     (17) INDEMNIFICATION. Landlord shall not be liable for, and Tenant shall
          indemnify Landlord and its partners, officers, directors, agents,
          employees, representatives, shareholders, affiliates, successor and
          assigns against, any damages or injury sustained by Tenant, its
          servants, employees, agents, invitees or licensees in the use of the
          premises, building property. Tenant shall indemnify Landlord from and
          against any claim asserted by or against, and any loss, cost, damage
          or expense incurred by, Landlord or Tenant, arising out of Tenant's
          use of the premises, the building or the property of the Landlord.

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     (18) REPAIRS AND IMPROVEMENTS. Tenant shall keep the premises in good order
          and repair and shall be responsible for all repairs to the premises.
          Landlord, at Landlord's option, shall have the right to make repairs
          in and about the premises, and to fixtures, appurtenances and
          equipment located therein. In the event that such repairs have been
          necessitated by the acts, conduct or omissions of Tenant, its
          servants, employees, invitees or licensees, Tenant shall reimburse
          Landlord upon demand for all amounts incurred by Landlord to make such
          repairs. No alteration, addition or improvement to the inside or
          outside of the premises shall be made by Tenant (or at Tenant's
          direction). Any alteration, addition or improvement to the premises
          made by Tenant shall, at Landlord's option, become the property of
          Landlord upon the expiration or sooner termination of this lease;
          provided, however, that Landlord shall have the right to require
          Tenant to remove such alterations and improvements at Tenants's sole
          cost upon termination of this lease.

     (19) UTILITIES. Landlord shall pay all charges for reasonable amounts of
          electricity used in the premises, however, Landlord shall not be
          responsible for the curtailment of any utilities serving the building
          for any reason.

     (20) NO WAIVER. The failure of Landlord to insist in one or more instances
          upon a strict Performance of any of the covenants of this lease or to
          exercise4 any right herein contained, shall not be constructed as a
          waiver or relinquished for the future of such covenant or right, but
          the same shall continue and remain in full force and effect. No waiver
          by Landlord of any provision hereof shall be deemed to have been made
          unless expressly in writing and signed by Landlord. Landlord's
          acceptance of rent with knowledge of a default by Tenant of any breach
          of any term or condition of this agreement shall not constitute a
          waiver of that breach or any subsequent breaches.

     (21) NO REPRESENTATIONS. Tenant acknowledges that Landlord had made no
          representations or promises in respect to said building or to the
          premises except those contained herein, and that Tenant is not relying
          on any representation or promise not contained herein in executing
          this lease. Except as expressly herein provided, Landlord shall not be
          liable to Tenant for any damages or other consideration upon
          termination of this lease or otherwise.

     (22) UNAUTORIZED VEHICHLES. Landlord shall be under no duty to remove
          unauthorized vehicles which may from time to tome park in the
          automobile parking stall assigned to Tenant, if applicable. Landlord,
          however, shall have the right to remove such vehicles in its sole and
          absolute discretion.

     (23) AUTOMOBILE PARKING. Tenant shall not use any parking stall, if
          applicable, other than that hereinbefore assigned without the prior
          written consent of Landlord. Tenant shall not permit Tenant's
          servants, employees, agents, visitors, or guests to use any automobile
          parking stall privilege. Under no circumstances shall Tenant (A) park
          in such a manner as to block thoroughfares or the ingress or egress of
          other tenants, (b) assign, sublease, license or otherwise transfer use
          of the aforesaid parking stall or privilege, to anyone, or (c) repair,
          maintain or wash vehicles in the parking stall or privilege. Landlord
          reserves the right to re-allocate the parking stall or privilege,
          hereinabove assigned to Tenant, at any time within the sole discretion
          of Landlord, and such re-allocation shall give rise to any claim by
          Tenant whatsoever.

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     (24) TIME OF ESSENSE. Time is of the essence in this lease.

     (25) PETS/FURNISHINGS/BICYCLES. None of the following shall be kept on or
          about the premises for any amount of time: (a) receptacles containing
          more than 10 gallons of liquid; (b) highly combustible materials or
          other items which may cause a hazard or affect insurance rates; (c)
          item(s) of unusual weight or dimension; (d) amplified musical
          instruments; (e) animal, fowl, fish, reptile, or pets of any kind. No
          bicycles or motor bikes shall be allowed in any office suite. No
          personal property (including bicycles, motor bikes, plants, lawn
          furniture, garbage, articles of clothing) shall be allowed in any
          hallway or any public area other than the garage in the designated
          area provided Tenants. In the event laws are passed to permit. Tenant
          to have any items prohibited by this agreement, Tenant agrees to carry
          insurance deemed appropriate by Landlord of a type and in an amount to
          cover possible losses caused by said items.

     (26) NOTICE TO VACATE. If Tenant intends to vacate the premises at the
          expiration of the Lease term specified hereinabove or at any time
          thereafter, Tenant shall give Landlord written notice of that
          intention at least thirty (30) days prior to the expiration of the
          Lease term. If Tenant vacates the premises at the expiration of the
          Lease term, or at any time thereafter, without first having provided
          Landlord with such written notice, landlord shall be entitles to
          recover an additional month's rent from Tenant. Nothing contained
          herein is intended to relieve or should be construed to relieve Tenant
          from the obligation to pay rent for the entire term of this lease.

     (27) PARKING GARAGE. Tenant acknowledges that the minimum garage clearance
          is approximately, and agrees not to enter the garage in vehicles which
          so not meet the aforesaid minimum clearance. Tenant agrees that
          Landlord shall not be liable for any damages resulting, in whole or in
          part, from driving or parking any vehicle in the garage or car stalls,
          or from the use of any vehicle in the parking structure, and further
          agrees to indemnify and hold harmless Landlord from and against and
          all such damages.

     (28) WAIVER OF TRIAL BY JURY. Landlord and Tenant hereby waive trial by
          jury in any action or proceeding brought by any of the parties hereto
          against the other on any matters whatsoever arising out of or in any
          way connected with this lease, the relationship of Landlord and
          Tenant, or Tenant's use and occupancy of the premises.

     (29) TENANT'S INSURANCE. Tenant hereby acknowledges that it has been
          informed and understands that Landlord is not required to, and does
          not carry insurance covering Tenant's personal property. Tenant agrees
          that it shall be responsible for obtaining any such insurance at its
          own cost and without contribution or reimbursement from landlord.

     (30) ESTOPPEL CERTIFICATE. Within fifteen (15) days after written request
          is mailed to Tenant, Tenant agrees to execute and deliver to Landlord
          an estoppel certificate on the form submitted by landlord: (a)
          acknowledging that this agreement is in full force and effect and
          whether this agreement has been modified and if so, stating all
          modifications; (b) stating the amount of the current rent Tenant is
          paying and the amount Tenant has paid as prepaid rent and security
          deposit; (c) stating whether or not Tenant is then aware of any
          violation of law in the operation of the building and/or have any
          claim against Landlord; and (d) stating requests for any other
          information relevant to Tenant's occupancy of the premises.

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     (31) ASBESTOS. Landlord hereby discloses to Tenant that asbestos containing
          materials ("ACM") are present in portions of the premises. Landlord
          inspected the premises for ACM and has instituted an Operations and
          Maintenance Plan ("O&M Plan"), designated to maintain the premises in
          compliance with any applicable laws regarding ACM. Tenant and Tenant's
          invitees shall at all times comply with such rules and regulations as
          Landlord from time to time may prescribe in connection with Landlord's
          O&M plan. Without limiting any other indemnification provisions
          contained in this lease, Tenant shall indemnify and hold Landlord and
          its partners, officers, directors, agents, employees, representatives,
          shareholders, affiliates, successors and assigns harmless from and
          against any and all claims, demands, damages, liabilities, fines,
          penalties, actions, causes of action, suits, costs and expenses,
          including without limitation reasonable attorney's fees and costs,
          whether instituted by Tenant or by any third party, arising out of or
          relating to, directly or indirectly, the presence of ACM at the
          premises, Tenant's breach of any of the terms hereof, or any of the
          rules and regulations prescribed by landlord pursuant hereto. No
          penetrations shall be made inside or outside the premises including,
          without limitation, hooks, nails, fasteners, etc. in the ceiling,
          walls and floors.

     (32) FUMIGATION. If and when Landlord wishes to fumigate the premises,
          Tenant agrees to temporarily vacate the premises for the time period
          reasonably necessary to complete the furnigation. Landlord will give
          Tenant at least seven (7) days prior written notice to vacate.
          Landlord shall only be required to pay Tenatn the per diem cost of
          Tenant's rent for the number of days Tenant must remain out of
          possession [i.e. Tenant's monthly rent divided by thirty (30)
          multiplied by the number of days Tenant must stay out of possession].
          Tenant shall comply with all instructions of the fumigation company at
          Tenant's sole cost and expense.

     (33) LOCKING OF ENTRANCE DOORS. Landlord reserves the right to close and
          keep locked all entrance and exit doors of the building during such
          hours as Landlord may deem it advisable in the operation of the
          building. It shall be a material breach of this agreement for Tenant
          to prop open any entrance door without the express prior written
          approval of Landlord.

     (34) NO REPRESENTATION OR WARRANTY. Nothing contained herein is intended to
          constitute nor shall it be construed to constitute a representation or
          warranty by Landlord that the premises are safe or secured against the
          wrongful or criminal acts, conduct or omissions of third persons. The
          parties hereto expressly acknowledge and agree that landlord has no
          duty to protect or safeguard Tenant against any such act, conduct or
          omission. Tenant hereby expressly waives and relinquishes any such
          purported obligation, and agree to indemnify and hold harmless
          Landlord from and against any and all claims or damages in any way
          arising from or relating to any such act, conduct, or omission.

     (35) PARTIAL INVALIDITY. If any part of any paragraph or section of this
          agreement shall be found by a court to be legally invalid, only that
          part shall be severed to the extent that it is invalid, but this
          invalidity shall no6t affect the validity of enforceability of any
          other part of this agreement.

<PAGE>

Executed in duplicate at Santa Monica, California. Tenant acknowledges receipt
of the following addends which are incorporated herein and made part hereof:

Tenant's Initials:_AL____ Rules and Regulations Governing Office Tenancy In the
Building

Tenant's Initials: _______ Other: ________________________________________

Date: 10/7/03

By: /s/ signature                    DERF 96
    -------------------------        Landlord
    Its Agent

Date: Oct. 7, 2003             By: Alex Lightman
                                   ----------------------------
                                   Tenant


<PAGE>

         RULES AND REGULATIONS GOVERNING OFFICE TENANCY IN THE BUILDING

     1)   The public corridors, lobbies, elevators, entrances, stairways,
          sidewalks and patios shall not be obstructed in any manner whatsoever
          not used for any purpose other than for ingress and egress from the
          office suites, nor shall persons be permitted to loiter or congregate
          in lobbies or on steps or at entrances to building.

     2)   No one shall be permitted to congregate or play at steps or at
          entranceways, elevators lobbies, or other public spaces in or about
          the building. Persons are expressly forbidden to play in garages or
          garage shelter areas.

     3)   Tenant shall not make or permit any disturbing noises in the building
          by itself, its employees, servants, agents, visitors, or licensees nor
          shall Tenant permit anything to be done by such persons which will
          interfere with the rights comfort, or convenience of other tenants or
          of Landlord. Tenant shall not play upon or suffer to be played upon
          any musical instrument or operate any C.D. player, phonograph, tape
          recorder, television, or radio in the premises in such a manner as to
          be disturbing or annoying to other occupants of the building.

     4)   Tenant, its employees, agents, visitors and licensees are expressly
          forbidden to sweep or throw anything out of windows, doors, or into
          the halls, stairways, or elevators of the building or to obstruct the
          window sills in any way.

     5)   No garbage cans, supplies, or other articles shall be placed or left
          in the landings or the hallways. No bicycles, roller-blades,
          roller-skates, or skateboards of any type are to be ridden in any part
          of the property.

     6)   No sign, signal, advertisement, television or radio aerial or other
          equipment or illumination shall be inscribed or exposed on or any
          window or other part of the building. Installation of aerial wires on
          any part of the building is expressly forbidden.

     7)   No shades, awnings, screens, Venetian blinds, draperies, curtains or
          window guards shall be used.

     8)   Alterations or replacement of locks or installations of knockers
          and/or doorbells are prohibited. In event of emergency or good reason
          to believe such may exist, Landlord reserves the right to enter the
          premises (whether or not Tenant is present) without prior permission.
          Otherwise 24 hour notice will be given.

<PAGE>

     9)   Running exposed wires for electrical appliances or fixtures in
          violation of the Building Code is prohibited. Air conditioning units
          may be allowable only if approved by Landlord in writing in its sole4
          discretion.

     10)  Landlord shall not be responsible for any articles delivered to or
          left with any employee, nor shall Landlord be responsible for any
          articles, intended for delivery to Tenant, delivered to the building
          or left in any corridor or public place. Management is not responsible
          for the damage or theft of personal property (including, but not
          limited to jewelry, money, apparel or other items) in said premises,
          or in storage, carports and garage areas.

     11)  Tenant shall not require, permit, suffer, or allow any windows in the
          premises to be cleaned from the outside.

     12)  Tenant, its employees, agents licensees, and invitees shall obey the
          parking regulations of public authorities and the Landlord on private
          and public streets, roads, and drives within the building area and any
          other traffic regulations promulgated in the future for the safety,
          comfort and convenience of all tenants.

     13)  No advertising, pamphlets, free newspapers, or other free printed
          matter of any kind shall be permitted to be distributed on the
          grounds, in entranceways, building, halls or vestibules. No
          soliciting, peddling, or door to door canvassing of any nature
          whatsoever shall be permitted in any building or at any place within
          the demised property.

     14)  Tenant shall not interfere in any manner with any part of the heating,
          lighting, or refrigerating apparatus.

     15)  Tenant shall notify Landlord and obtain an elevator reservation for
          moving furniture or bulky articles in or out of the building and such
          moving shall be supervised by Landlord.

     16)  Any employee of Landlord, performing an act at the request of Tenant,
          which act is beyond his normal duties shall be acting as Tenant's
          agent

     17)  Tenant will not be allowed to put its name on demised premises except
          in proper places designated by the Landlord.

     18)  No profane, obscene, loud or boisterous language or noisy or
          disorderly conduct, or any conduct annoying or disturbing to the
          occupants of the building shall be permitted in any part thereof, nor
          shall Tenant entertain therein any person engaging in improper
          behavior. Tenants are responsible for the conduct of their guests, and
          their adherence to these rules at all times. Tenants and guests must
          be orderly, and intoxication, disorderly conduct, objectional language
          or other disturbance by tenants or guests shall be cause for eviction.

     19)  All rubbish shall be deposited by Tenant immediately in the proper
          receptacles provided for that purpose by Landlord. No trash or other
          material may be accumulated. Office suite must be kept clean and
          sanitary and free from objectional odors. When dumping trash
          receptacle, please make sure it is securely fastened (baggage and
          tied) so odor will not induce rodent population. Newspapers,
          magazines, books, boxes and broken articles should be taken down to
          the garbage bins.

     20)  Tenant shall close all windows when necessary to avoid possible damage
          from storm, rain, wind or other elements. Window treatments and
          carpets must be given good care and be free of spots, burns, or other
          damage. The tenant will be responsible and required to pay for all
          damage beyond normal wear and tear.

<PAGE>

     21)  Move-ins and move-outs are permitted only after prior advance
          scheduling with Landlord. Elevator time must be reserved. Pads must be
          used in elevators when large or bulky items are moved.

     22)  Parking spaces shall used only for parking of motor vehicles as
          permitted under this lease and shall not be used for storage or any
          other purpose. Tenant must maintain its vehicles in good operational
          condition and free of leaks.

     23)  Tenant shall not bring onto the property or into the premises any
          shopping carts. State law prohibits the use or storage of gasoline,
          cleaning solvents, or other combustibles in an office suite, storage
          or garage area.

     24)  Roof access for emergency exiting only. No sunbathing.

     25)  No open containers of alcohol are permitted in common areas of the
          property. No illegal drugs or substances are permitted anywhere on the
          property.

Landlord reserves the right to make such other and further reasonable rules and
regulations as, in its sole discretion, may be necessary or desirable from time
to time, and such other and further rules and regulations shall be binding upon
the parties hereto, with the same force and effect as if they were herein at the
of execution hereof.

Date: Oct. 7, 2003       By: /s/ Alex Lightman
                             -------------------------
                             Tenant


<PAGE>

                   PACIFIC PLAZA ADDENDUM TO COMMERICAL LEASE
                   ------------------------------------------

THIS ADDENDUM TO COMMERICAL LEASE ("Addendum"), is made this day July 31, 2002
by and between Barrington Pacific, LLC, a California Limited Partnership,
commonly referred to as Pacific Plaza, herein referred to as "Landlord" and
Alexander Lightman herein referred to as "Tenant", is executed concurrently with
that certain Commercial Lease dated August 1, 2002 by and between Landlord and
Tenant related to Suite No. 600 Pacific Plaza, 1431 Ocean Ave., Santa Monica
(the "Lease") and is intended to modify, amend and supplement the lease. If
there is any conflict between this Addendum and the lease, the terms and
provisions of this Addendum shall control. The lease is modified as follows:

     (1)  HOURS OF OPERATION

          Hours of operation shall be from 8 am to 6 pm Monday through Friday,
          and 9 am to 5 pm Saturday. Office shall remain closed on Sunday.

     (2)  SINAGE

          No signs are allowed on the door or on the adjoining wall.

     (3)  EMPLOYEE LIMITATION

          The office shall be occupied by not more than three (3) employees.


          Cathe Dargas, Property Manager

          Alex Lightman
          -------------
          Tenant

<PAGE>

                                 PACIFIC PLAZA
                                 -------------
                 ADDITIONAL AMENITY ADDENDUM TO APARTMENT LEASE
                 ----------------------------------------------

Landlord, Barrington Pacific, LLC, a California limited liability
company/Pacific Plaza Apartments, and Tenant Alex Lightman #419 in consideration
of the promises made herein and intending to be legally bound, agree as follows:

         1. SCOPE OF THIS AGREEMENT: This agreement covers the following items
as indicated herein with a mark next to the name:

       a.     1 Parking  1 Car            $125.00 per month
       b.     __Storage                   $______ per month
       c.     __Bicycle Storage           $______ per month
       d.     __Motorcycle Storage        $______ per month

         2. AGREEMENT: Landlord hereby leases to Tenant the use of the above
described items located at 1431 Ocean Avenue, Santa Monica, California, on the
conditions contained herein.

         3. SEPARATENESS: It is agreed and understood between the parties that
this agreement to pay a separate fee for the use of the items indicated above
has been negotiated separate from the negotiation for the rental of any
residential rental unit which Tenant may occupy under a separate agreement.
Furthermore, Tenant represents that Landlord has placed no pressure on the
Tenant to accept this separate agreement as a condition of the rental of the
residential apartment.

         4. TERM: The term of this agreement commences on, and continues on a
month-to-month basis, Landlord or Tenant may terminate this agreement upon
30-day prior written notice without liability to the other, however, only
Landlord may amend this agreement.

         5. RENT: The rent for the items listed above shall be indicated next
tot he items. Tenant shall pay to Landlord said rent on the first day of each
month, or to such other person or at such other place as Landlord may from time
to time designate in writing. Tenant has paid $0.00 as security for this
agreement. Tenant acknowledges to Landlord that Tenant believes that this rent
is comparable to those of similar lawful arrangements attainable in West Los
Angeles/Brentwood Palms/Santa Monica area.

         6. USE: Tenant shall use the items described above in a careful and
proper manner and shall comply with and conform to all laws and regulations
relating to the possession, use, or maintenance thereof. Tenant agrees that the
items listed above shall be used properly. The rental of these items are rented
separately from any residential living space which Tenant has rented, is renting
or may rent in the future. The use of the items in this agreement may be
terminated upon either party giving the other a written thirty (30) day notice.

         7.LANDLORD'S INSPECTION: Landlord shall, at any and all times during
business hours, have the right to enter into and on the premises where the items
are located for the purpose of inspecting the same or observing of its use.
Landlord or Landlord's agent and/or repairmen, by themselves or others, may
enter said spaces for any lawful purposes. Landlord shall be allowed to enter
without prior notice.

         8. ALTERATIONS: Without prior written consent of Landlord, Tenant shall
not make any alterations, additions, or improvements to any of the items listed
above. All additions and improvements of whatever kind or nature made shall
belong to and become the property of owner on the expiration, or earlier
termination, of this agreement.

         9. REPAIRS: Tenant, at its own cost and expense, shall keep the areas
and items listed above, in good repair, condition, and working order. Landlord
shall not be responsible for any damage done to Tenant's property.

         10. ASSIGNMENT: Use of the space and items listed above shall not be by
any person other than those persons designated as "Tenant", Tenant shall not
assign or sublet the space or items listed above, or an part thereof.

         11. INSURANCE: Tenant acknowledges that Landlord's insurance does not
cover damages to Tenant's personal property caused by fire, theft, rain, acts of
others, and/or any other causes. Tenant agrees that Landlord shall NOT be held
liable for any such losses resulting to Tenant's personal property kept in the
storage spaces. Tenant is hereby advised to obtain his own insurance policy to
cover any personal losses. This paragraph does not intend to waive Landlord's
duty to prevent personal injury or property damage where that duty cannot be
waived by law.

         12. NOTICES: Service of all notices under this agreement shall be
sufficient if given personally or mailed to the party involved at its respective
address hereinafter set forth, or at such address as such party may provide in
writing from time to time. Any such notice mailed to such address shall be
effective when deposited in the United States mail, duly addressed, and with
postage prepaid.

         13. TERMINATION OR BREACH OF THIS AGREEMENT: The continued existence of
this agreement is not a condition of Tenant's tenancy in any residential
apartment unit. Tenant may be occupying under separate agreement, if Tenant
occupies one. Tenant's termination or breach of this agreement is not a ground
or Tenant's eviction from any residential apartment unit Tenant may occupy.

                                  Page 1 of 2


<PAGE>


         14. REGULAITON S201: Tenant represents to Landlord that Tenant has read
and understood Regulation S201 of the Santa Monica Charter Amendment regarding
"Separate Agreements" and which is attached hereto as Exhibit "A". Tenant
acknowledges that there are no facts existing where Tenant is aware of which
would place this agreement in violation of Regulation S201.

         15. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement
between the parties and supersedes any oral or written representations or
agreements that may have been made by either party. Any amendment of this
agreement must be in writing and signed by Landlord. Tenant does not have the
right to modify the terms of this agreement. Tenant, by signing below,
acknowledges having read this agreement and any additional terms if
incorporated, prior to execution, and further acknowledges having received a
copy hereof.

AGREED TO THIS 13TH DAY OF OCTOBER 2003

Landlord/Agent /s/ Alex Lightman        Located at 1431 Ocean Ave., Ste. 2000
                                                   SM CA  90401

Tenant: Alex Lightman                   Tenant___________________________
Located at 1431 Ocean Ave., Ste. 419    Located at_______________________
Tenant: Alex Lightman                   Tenant___________________________
Located at__________________________    Located at_______________________

* I UNDERSTAND THAT THIS PARKING SPACE IS "TEMPORARY" AND WILL BE TERMINATED
WITH A (30) DAY WRITTEN NOTICE BY EITHER PARTY. I ALSO UNDERSTAND THAT THIS
PARKING SPACE IS NOT AN AMENITY AND IS NOT INCORPORATED WITH THE LEASING OF MY
APARTMENT.

Initials: ________  Initials: ________  Initials: ________  Initials: ________



                                  Page 2 of 2



<PAGE>

                             COMMERCIAL OFFICE LEASE

THIS LEASE is made this day, 11/30/03, by and between Barrington Pacific, LLC, a
California Limited Partnership, commonly referred to as Pacific Plaza, herein
called "Landlord", and Alexander Lightman, herein called "Tenant".

This lease is made by Landlord and is accepted by Tenant upon the following
terms, and it is agreed that each of the terms hereinafter specified shall be
conditions as well as covenants.

     (1)  RENT AND TERM. For and in consideration of the prompt payment of the
          rent by Tenant and exact performance of the covenants hereinafter set
          fourth by Tenant, Landlord does hereby lease to Tenant, and Tenant
          hereby hires from Landlord, that certain office SUITE NO. #1100
          located at 1431 Ocean Avenue, Santa Monica, California (the
          "premises"), together with __0__ assigned/valet automobile parking
          stall number _n/a, of parking privileges for __0__ automobiles for the
          term of 12 MONTHS commencing on 8/21/02 and ending on 7/31/03 at the
          monthly rental rate of $675.00 dollars payable at 1431 Ocean Avenue
          #2000, Santa Monica, California ("Landlord's Office").

          If Landlord is unwilling or unable to deliver possession of the
     premises to Tenant, because of: (a) the loss or destruction of the
     premises, (b) failure of the prior tenant to vacate, or (c) for any other
     reason, then the Tenant or Landlord may immediately cancel or terminate
     this agreement upon written notice to the other party at their last known
     address; whereupon neither party shall have liability to the other, and any
     sums paid under this lease shall be refunded in full. If neither party
     cancels, the rent payable under this lease shall be prorated and begin on
     the date of possession.

          Said rent shall be paid monthly in advance on the first day of each
     month by personal check or certified funds, without deduction or offset, at
     Landlord's office or at such other place in the State of California as
     Landlord may designate in writing. Should Tenant fail to pay rental by the
     close of the fifth day following the date on which it was due, or should
     Tenant pay rental by a check that is not honored by the bank, then Tenant
     agrees to pay to Landlord the sum of $25.00 as a fee for the processing of
     either late rental payments or checks which are not honored at the bank.
     The parties acknowledge that if the rental is not paid on time or is paid
     by a check that is not honored by the bank, that Landlord is put to
     additional bookkeeping and related expenses, the precise amount of which is
     difficult if not impossible to ascertain, and for that reason the parties
     hereto have agreed upon the above sum to compensate Landlord for such
     expenses. Nothing herein contained shall be construed as to either permit,
     sanction, or authorize payment of rental other than on the day it is due or
     the payment of rental with checks that are not honored by the bank. Should
     rent be paid by a check which is not honored, Landlord may, at its sole
     discretion, demand that future payments must be by cashier's check or money

<PAGE>

     order. The money failure to pay ray rental on the due date or the payment
     of rental with a check that is not honored by the bank shall immediately
     vest landlord all those rights which it would have notwithstanding any
     provisions contained in this paragraph, including, without limitation,
     those rights described in Article 12 hereof.

     (2)  SECURITY DEPOSIT. In addition to the rent provided to be deposited
          herewith in paragraph (1) herein, as part of the consideration for the
          execution of this lease by Landlord, Tenant shall deposit with
          Landlord the sum of $500.00, receipt of which Landlord acknowledges,
          as security for the payment of the rent reserved and the faithful
          performance by Tenant of all the terms, conditions, and covenants
          herein to be performed by Tenant. Upon termination of the Lease, and
          after Tenant has vacated the premises, Landlord shall return said sum
          herewith deposited to Tenant, less any amounts necessary: to
          compensate landlord for any default in the payment of rent or other
          sum payable under this lease; to repair damages to the premises; to
          clean, carpet, shampoo or paint the premises if Tenant does not leave
          the premises clean and free of debris; to restore, replace, or return
          Landlord's personal property or appurtenances; to remedy future
          defaults by Tenant of any obligations herein; or for any other
          purposes permitted by law. No interest shall be payable on the
          security deposit unless required by law.

     (3)  KEYS. All keys and/or entry cards relating to the premises shall be
          returned on the date the premises are surrendered or vacated. If
          Tenant shall fail to return any key and/or card supplied by Landlord,
          Tenant shall pay Landlord's charge (as adopted from time to time) for
          the failure to return any such key and/or card.

     (4)  USE, ASSIGNMENT AND SUBLEASE. Tenant shall not use the premises or any
          part thereof or suffer the same to be used for any purpose other than
          as an office, nor by any person other than Tenant as identified
          hereinabove. Tenant shall not sell, assign, hypothecate, license or
          transfer the premises or any part thereof (including, without
          limitation, the aforesaid assigned parking stall or privilege). It is
          expressly understood and agreed that the character of the occupancy of
          the premises, as above restricted, is a special consideration and
          inducement for the granting of this lease and in the event of
          violation hereof by Tenant or if Tenant shall cease to occupy the
          premises or shall permit the premises (including, without limitation
          the aforesaid parking stall or privilege) to be occupied or used by
          parties other than Tenant, or violate any other restriction or
          condition hereby imposed, this lease may be terminated by Landlord in
          the manner provided in paragraph (12) hereof.. Tenant further agrees
          (a) not to use or suffer or permit the premises or any part thereof to
          be used for any purpose or in the use in violation of any law,
          ordinance, or regulation of any governmental authority, or in any
          manner that will constitute a nuisance or an annoyance to the owners
          or occupants of adjoining or neighboring property or to other tenants
          or occupants of the building, or in any hazardous purpose or in any
          manner that might violate any policy of insurance or suspend, avoid,

<PAGE>

          make inoperative or increase the rate of any fire, rental, other
          insurance, at any time carried on the building or any of its contents
          and (b) not to permit any auction to be conducted in the premises. In
          the event of any disturbance by Tenant or Tenant's servants,
          employees, agents, invitees, or licensees, Landlord may, in addition
          to all other remedies provide herein, at its option terminate this
          lease by written notice. Tenant agrees to vacate premises within three
          days after delivery of said notice. If Landlord accepts rent from any
          person not a Tenant (or not named above), whether or not the person
          occupies the premises, said shall not constitute a waiver of this
          paragraph (4), shall not be used to establish said person's right to
          possession of the premises, and shall be interpreted only as an
          accommodation to the Tenant.

     (5)  MISREPRESENATIONS. It is further understood and agreed that in the
          event Tenant shall in its Application to Lease make any
          misrepresentation, Landlord may treat same as a violation of covenant
          of this lease, and the remedies provided under paragraph (12) hereof
          shall become applicable and applicable thereto.

     (6)  ACCEPTANCE AND SURRENDER OF PREMISES/REPAIRS. Tenant has examined and
          knows the condition of the premises and has received the same in good
          order and repair, except as herein otherwise specified, and
          acknowledge that no representations as to the condition or repair
          thereof have been made by Landlord, or the agents of Landlord, prior
          to or at the execution of this lease, that are not herein expressed.
          Throughout said term Tenant shall take good care of the premises, its
          appurtenances, fixtures, and equipment, and shall not drill into,
          disfigure, or deface any part of the buildings, grounds, or any other
          part or portion of the premises, or suffer the same to be done. As and
          when needed, Landlord shall have the right, but not the obligation, to
          repair the premises, its appurtenances, fixtures, and equipment where
          rendered necessary by misuse or neglect of Tenant, its servants,
          employees, agents, invitees, or licensee. The cost thereof shall be
          determined on statements rendered by Landlord to Tenant and then the
          sum so determined shall be payable to Landlord upon delivery of such
          statement; and if the same not be paid by Tenant within ten (10) days
          thereafter, then said sum shall be deducted from the security deposit
          and the failure of Tenant to promptly restore the security deposit for
          the full amount shall be a reach of this lease.

     (a) Tenant shall comply with all laws, ordinances, governmental regulations
     and with the regulations of the Board of Fire Underwriters applicable to
     the premises.

     (b) Upon the ending of the term in any manner, Tenant shall quit and
     surrender premises in as good order and condition as they were at the
     beginning of the term, excluding normal wear and tear. If said premises be
     not so surrendered at any ending term, Tenant shall be responsible to
     Landlord for all of the damage which Landlord shall suffer as a result
     thereof, and further will hold harmless Landlord from any claim made by any
     succeeding tenants against Landlord, resulting from delay by Landlord in
     delivering possession of the premises to such succeeding tenant , so far as
     such delay is occasioned by failure of Tenant so to surrender the premises.

<PAGE>

     (7)  RULES AND REGULATIONS. Tenant shall observe and comply with, and
          Tenant agrees that all persons visiting the premises shall observe and
          comply with, the "Rules and Regulations Governing Office Tenancy in
          the Building" which are incorporated herein by reference, and such
          modifications or additions hereto and such other and further Rules and
          Regulations as Landlord may from time to time deem necessary for the
          safety, care and cleanliness of the building, and the preservation of
          good order therein, as well as the comfort, quiet and convenience of
          other tenants.

     (8)  SIGNATURE OF TENANTS. If there is more than one tenant signatory
          hereto, each of them does understand and agree that the act of notice
          of ot to, or refund to, or the signature of, any one or more of them,
          in relation to the tenancy or to the renewal thereof, or termination
          thereof, shall be binding upon each and all Tenants signing this lease
          with the same force and effect as if each and all of them had acted,
          signed, or given or received such notice or refund. Whenever used, the
          word `Tenants" shall refer to all tenants named on and signatories to
          this lease. If more than one tenant is named herein all Tenants shall
          be liable jointly and severally for all obligations of Tenant
          hereunder.

     (9)  LIENS. Tenant shall keep the premises and the property free and clear
          of all liens.

     (10) DAMAGE. If the premises shall be partially damaged by fire or
          casualty, Landlord may make repairs. But in the event of substantial
          destruction of the building of which the premises form a part by fire,
          earthquake or otherwise, or in case the damage to the premises shall
          be so extensive that they cannot, in the sole opinion of Landlord, be
          repaired within thirty (30) days, or if landlord shall decide to
          rebuild or to reconstruct or repair the building so that, as
          reconstructed or repaired, it will be substantially different
          structurally or architecturally, then all interest of Tenant in the
          premises shall terminate, and this lease shall become void from such
          time. In the event that Landlord is making repairs and that any
          question shall arise between landlord and Tenant as to whether or not
          repairs shall have been made with reasonable dispatch, due allowance
          shall be made for any delay which may arise in connection with the
          adjustment of the fire insurance loss, and for any delay arising out
          of what are commonly known as "labor troubles," or any other cause
          beyond landlord's direct control.

<PAGE>

     (11) DEFAULT. If Tenant defaults in the payment of the rent herein provided
          for, or if Tenant defaults in the performance of any other of Tenant's
          obligations herein contained for three days after written notice
          thereof from landlord, or if Tenant abandons or vacates the premises,
          in addition to any other rights or remedies which landlord may have by
          law, Landlord may have by law, Landlord may at his option:

          a.   Terminate and declare a forfeiture of this lease and re-enter the
               premises as provided by law; and landlord shall be thereupon
               entitled to recover from Tenant all damages landlord may have
               suffered by reason of Tenant's breach, including the cost of
               recovery of the premises, the cost of removal of persons and
               property therefrom, and the worth at the time of a court award of
               damages in favor of landlord of the amount by which the unpaid
               rent for the balance of the term after the time of such court
               award exceeds the amount of such rental loss for the same period
               that Tenant proves could be reasonably avoided.

          b.   Re-enter the premises and remove all persons therefrom in
               accordance with law, and, without terminating this lease, from
               time to time re-let the premises or any part thereof on such
               terms and conditions as Landlord may deem fit (which may be for a
               term extending beyond the term of this lease or any extension or
               renewal thereof) and receive and collect the rents therefore
               which shall be applied to any indebtedness. In the event and
               whether or not the premises or any part thereof is re-let, Tenant
               shall pay to Landlord all such sums required to be paid by Tenant
               up to the time of re-entry by landlord, and thereafter Tenant
               shall, if required by Landlord, pay to landlord until the end of
               the term of this lease or any re-letting after deducting all
               Landlord's cost and expenses assumed or incurred in recovering
               possession and re-letting the premises, and the same shall be due
               and payable on the several rent days specified herein.

          c.   In the event of any re-entry and taking possession of the
               premises as provided in this paragraph (12), Landlord shall have
               the right but not the obligation to remove therefrom all or any
               personal property located therein and may place the same in
               storage at the expense and risk of the owner or owners thereof
               and sell the same in the manner prescribed by law.

          d.   No employee of landlord or landlord's agent shall have any power
               to accept keys of the premises prior to the termination of this
               lease. The delivery of keys to any employee of landlord or
               landlord's Agent shall operate as a termination of this lease or
               as a surrender of the premises. Interruption or curtailment of
               any service shall not constitute a constructive or partial
               eviction nor entitle Tenant to any compensation or abatement of
               rent. The receipt by Landlord of rent with knowledge of the

<PAGE>

               breach of any covenant of this lease shall not be deemed a waiver
               of such breach. No provision of this lease shall be deemed to
               have been waived by landlord unless such waiver be in writing,
               signed by Landlord. No payment by Tenant or receipt by landlord
               of a lesser amount than the monthly rent herein stipulated shall
               be deemed to be other than an account of the earliest stipulated
               rent, nor shall any endorsement of statement on any check or any
               letter accompanying any check or payment as rent be deemed an
               accord and satisfaction, and Landlord may accept such check or
               payment without prejudice to landlord's right to recover the
               balance if such rent or pursue any other remedy, including,
               without limitation, the remedy of eviction. If upon failure of
               Tenant to pay the rent as aforesaid, or to comply with any other
               covenants, conditions, ruled and regulations of this lease,
               action should be brought or noticed served on account thereof to
               enforce payment of rent herein, or to recover possession of
               premises, or to enforce any provision of this lease, or to obtain
               damages, Tenant agrees to pay Landlord reasonable costs and
               expenses in said action or for said notice, including attorney's
               fees, whether or not any such action proceeds to judgment.

          e.   If an execution or other process be levied on the interest of
               Tenant in this lease, or if a petition in bankruptcy is filed by
               or against Tenant in any court of competent jurisdiction,
               landlord shall have the right, at its option, to re-enter said
               premises and terminate this lease.

     (12) NOTICES. Any notice by Landlord to Tenant shall be deemed to be fully
          given, in writing, and delivered personally to Tenant or mailed and
          deposited in any general branch post office or post box, enclosed in
          an postpaid envelope addressed to Tenant at the building in which the
          premises are situated. Any notice by Tenant to landlord shall be
          deemed to by duly given, if in writing, and delivered personally to
          either landlord or to agent of landlord charged with the renting and
          management of the building in which the premises are situated, or
          mailed and deposited in any general or branch post office in the City
          of Los Angeles, enclosed in a postpaid envelope addressed to Landlord
          or its agent at its office at 1431 ocean Ave #2000 Santa Monica,
          California.

     (13) ABATEMENT OF SERVICES. No diminution or abatement of rent or other
          compensation shall be claimed or allowed for inconvenience or
          discomfort arising from repairs or improvements made to the building,
          its systems, or appliances, nor for any space taken to comply with any
          law, ordinance or order of government authority, not for any
          reassignment of the automobile parking or privilege referenced herein.
          In respect to any "services" herein expressly or impliedly agrees to
          be furnished by Landlord to Tenant, it is agreed that there shall be
          no diminution or abatement of the rent or any other compensation for
          interruption or curtailment of such "services". Landlord shall not be
          required to furnish and Tenant shall not be entitled to received any
          such "services" during any period wherein Tenant shall be in default
          in respect to payment of the rent.

<PAGE>

     (14) ACCESS TO PREMISES. Landlord and Landlord's agent shall be permitted
          at any time during the term of this lease to visit and examine the
          premises at any reasonable hour, and Landlord, landlord's agent,
          and/or workmen authorized by Landlord and Landlord's agent, may enter
          the premises at any time to perform services or to make or facilitate
          repairs, changes, alterations, or improvements in any part of the
          building whenever Landlord may see fit to make the same and to show
          said premises during thirty (30) days prior to the termination of this
          lease, and if said Tenant shall not be personally present to open and
          permit the entry into said premises at any time when for any reason an
          entry therein shall be necessary or permissible hereunder, Landlord
          and Landlord's agents may enter same without rendering Landlord or
          such agent liable to any claim or cause of action for damages by
          reason thereof and without in any manner affecting the obligations and
          covenants of this lease. In the event that at any time before the
          expiration of the term herby granted Tenant shall cease to occupy the
          premises, landlord shall have the right to enter the premises for the
          purposed of cleaning, and redecorating the same, or for any other
          purpose, and the exercise of such right by Landlord shall in no way
          affect or modify the obligations of Tenant under this lease for the
          remainder of the term thereof.

     (15) FACILITIES. Tenant acknowledges that Tenant is not entitled under this
          lease to use any laundry facility, recreational facility, or other
          facility in the building.

     (16) ALTERATION OF PREMISES. If a master antenna system shall be provided,
          Landlord shall have the right to disconnect the lead-in and/or the
          connection to Tenant's apparatus outlet of the master system when, in
          Landlord's opinion, Tenant's apparatus interferes with the proper
          operation of the master antenna system. Landlord further reserves the
          right in its sole discretion, to prohibit, restrict and regulate the
          size, style and method of installation of any roof or exterior radio
          or television antenna installed by Tenatn or agents of Tnatn. No such
          installation shall be made without landlord's written consent, which
          may be withheld in Landlord's sole discretion. Tenant shall not
          install or use in the premises any heavy electrical consumption
          appliance without prior written consent of Landlord. No structural
          changes or addition of any nature whatsoever shall be made in the
          premises by Tenant, or its agents, nor may Tenant do any painting on
          the premises or affix wallpaper, carpet, bookcases, cupboards,
          draperies, shelves, shutters, wall coverings, doors or any other
          appurtenances to wall or floor areas without Landlord's prior written
          consent. Any consent of Landlord to alterations, installations or
          decorations, may be conditioned upon Tenant paying (either up front or
          upon vacating the premises) to Landlord any and all charges for
          restoration of the apartment to standard conditions.

     (17) INDEMNIFICATION. Landlord shall not be liable for, and Tenant shall
          indemnify Landlord and its partners, officers, directors, agents,
          employees, representatives, shareholders, affiliates, successor and
          assigns against, any damages or injury sustained by Tenant, its
          servants, employees, agents, invitees or licensees in the use of the
          premises, building property. Tenant shall indemnify Landlord from and
          against any claim asserted by or against, and any loss, cost, damage
          or expense incurred by, Landlord or Tenant, arising out of Tenant's
          use of the premises, the building or the property of the Landlord.

<PAGE>

     (18) REPAIRS AND IMPROVEMENTS. Tenant shall keep the premises in good order
          and repair and shall be responsible for all repairs to the premises.
          Landlord, at Landlord's option, shall have the right to make repairs
          in and about the premises, and to fixtures, appurtenances and
          equipment located therein. In the event that such repairs have been
          necessitated by the acts, conduct or omissions of Tenant, its
          servants, employees, invitees or licensees, Tenant shall reimburse
          Landlord upon demand for all amounts incurred by Landlord to make such
          repairs. No alteration, addition or improvement to the inside or
          outside of the premises shall be made by Tenant (or at Tenant's
          direction). Any alteration, addition or improvement to the premises
          made by Tenant shall, at Landlord's option, become the property of
          Landlord upon the expiration or sooner termination of this lease;
          provided, however, that Landlord shall have the right to require
          Tenant to remove such alterations and improvements at Tenants's sole
          cost upon termination of this lease.

     (19) UTILITIES. Landlord shall pay all charges for reasonable amounts of
          electricity used in the premises, however, Landlord shall not be
          responsible for the curtailment of any utilities serving the building
          for any reason.

     (20) NO WAIVER. The failure of Landlord to insist in one or more instances
          upon a strict Performance of any of the covenants of this lease or to
          exercise4 any right herein contained, shall not be constructed as a
          waiver or relinquished for the future of such covenant or right, but
          the same shall continue and remain in full force and effect. No waiver
          by Landlord of any provision hereof shall be deemed to have been made
          unless expressly in writing and signed by Landlord. Landlord's
          acceptance of rent with knowledge of a default by Tenant of any breach
          of any term or condition of this agreement shall not constitute a
          waiver of that breach or any subsequent breaches.

     (21) NO REPRESENTATIONS. Tenant acknowledges that Landlord had made no
          representations or promises in respect to said building or to the
          premises except those contained herein, and that Tenant is not relying
          on any representation or promise not contained herein in executing
          this lease. Except as expressly herein provided, Landlord shall not be
          liable to Tenant for any damages or other consideration upon
          termination of this lease or otherwise.

     (22) UNAUTORIZED VEHICHLES. Landlord shall be under no duty to remove
          unauthorized vehicles which may from time to tome park in the
          automobile parking stall assigned to Tenant, if applicable. Landlord,
          however, shall have the right to remove such vehicles in its sole and
          absolute discretion.

     (23) AUTOMOBILE PARKING. Tenant shall not use any parking stall, if
          applicable, other than that hereinbefore assigned without the prior
          written consent of Landlord. Tenant shall not permit Tenant's
          servants, employees, agents, visitors, or guests to use any automobile
          parking stall privilege. Under no circumstances shall Tenant (A) park
          in such a manner as to block thoroughfares or the ingress or egress of
          other tenants, (b) assign, sublease, license or otherwise transfer use
          of the aforesaid parking stall or privilege, to anyone, or (c) repair,
          maintain or wash vehicles in the parking stall or privilege. Landlord
          reserves the right to re-allocate the parking stall or privilege,
          hereinabove assigned to Tenant, at any time within the sole discretion
          of Landlord, and such re-allocation shall give rise to any claim by
          Tenant whatsoever.

<PAGE>

     (24) TIME OF ESSENSE. Time is of the essence in this lease.

     (25) PETS/FURNISHINGS/BICYCLES. None of the following shall be kept on or
          about the premises for any amount of time: (a) receptacles containing
          more than 10 gallons of liquid; (b) highly combustible materials or
          other items which may cause a hazard or affect insurance rates; (c)
          item(s) of unusual weight or dimension; (d) amplified musical
          instruments; (e) animal, fowl, fish, reptile, or pets of any kind. No
          bicycles or motor bikes shall be allowed in any office suite. No
          personal property (including bicycles, motor bikes, plants, lawn
          furniture, garbage, articles of clothing) shall be allowed in any
          hallway or any public area other than the garage in the designated
          area provided Tenants. In the event laws are passed to permit. Tenant
          to have any items prohibited by this agreement, Tenant agrees to carry
          insurance deemed appropriate by Landlord of a type and in an amount to
          cover possible losses caused by said items.

     (26) NOTICE TO VACATE. If Tenant intends to vacate the premises at the
          expiration of the Lease term specified hereinabove or at any time
          thereafter, Tenant shall give Landlord written notice of that
          intention at least thirty (30) days prior to the expiration of the
          Lease term. If Tenant vacates the premises at the expiration of the
          Lease term, or at any time thereafter, without first having provided
          Landlord with such written notice, landlord shall be entitles to
          recover an additional month's rent from Tenant. Nothing contained
          herein is intended to relieve or should be construed to relieve Tenant
          from the obligation to pay rent for the entire term of this lease.

     (27) PARKING GARAGE. Tenant acknowledges that the minimum garage clearance
          is approximately, and agrees not to enter the garage in vehicles which
          so not meet the aforesaid minimum clearance. Tenant agrees that
          Landlord shall not be liable for any damages resulting, in whole or in
          part, from driving or parking any vehicle in the garage or car stalls,
          or from the use of any vehicle in the parking structure, and further
          agrees to indemnify and hold harmless Landlord from and against and
          all such damages.

     (28) WAIVER OF TRIAL BY JURY. Landlord and Tenant hereby waive trial by
          jury in any action or proceeding brought by any of the parties hereto
          against the other on any matters whatsoever arising out of or in any
          way connected with this lease, the relationship of Landlord and
          Tenant, or Tenant's use and occupancy of the premises.

     (29) TENANT'S INSURANCE. Tenant hereby acknowledges that it has been
          informed and understands that Landlord is not required to, and does
          not carry insurance covering Tenant's personal property. Tenant agrees
          that it shall be responsible for obtaining any such insurance at its
          own cost and without contribution or reimbursement from landlord.

     (30) ESTOPPEL CERTIFICATE. Within fifteen (15) days after written request
          is mailed to Tenant, Tenant agrees to execute and deliver to Landlord
          an estoppel certificate on the form submitted by landlord: (a)
          acknowledging that this agreement is in full force and effect and
          whether this agreement has been modified and if so, stating all
          modifications; (b) stating the amount of the current rent Tenant is
          paying and the amount Tenant has paid as prepaid rent and security
          deposit; (c) stating whether or not Tenant is then aware of any
          violation of law in the operation of the building and/or have any
          claim against Landlord; and (d) stating requests for any other
          information relevant to Tenant's occupancy of the premises.

<PAGE>

     (31) ASBESTOS. Landlord hereby discloses to Tenant that asbestos containing
          materials ("ACM") are present in portions of the premises. Landlord
          inspected the premises for ACM and has instituted an Operations and
          Maintenance Plan ("O&M Plan"), designated to maintain the premises in
          compliance with any applicable laws regarding ACM. Tenant and Tenant's
          invitees shall at all times comply with such rules and regulations as
          Landlord from time to time may prescribe in connection with Landlord's
          O&M plan. Without limiting any other indemnification provisions
          contained in this lease, Tenant shall indemnify and hold Landlord and
          its partners, officers, directors, agents, employees, representatives,
          shareholders, affiliates, successors and assigns harmless from and
          against any and all claims, demands, damages, liabilities, fines,
          penalties, actions, causes of action, suits, costs and expenses,
          including without limitation reasonable attorney's fees and costs,
          whether instituted by Tenant or by any third party, arising out of or
          relating to, directly or indirectly, the presence of ACM at the
          premises, Tenant's breach of any of the terms hereof, or any of the
          rules and regulations prescribed by landlord pursuant hereto. No
          penetrations shall be made inside or outside the premises including,
          without limitation, hooks, nails, fasteners, etc. in the ceiling,
          walls and floors.

     (32) FUMIGATION. If and when Landlord wishes to fumigate the premises,
          Tenant agrees to temporarily vacate the premises for the time period
          reasonably necessary to complete the furnigation. Landlord will give
          Tenant at least seven (7) days prior written notice to vacate.
          Landlord shall only be required to pay Tenatn the per diem cost of
          Tenant's rent for the number of days Tenant must remain out of
          possession [i.e. Tenant's monthly rent divided by thirty (30)
          multiplied by the number of days Tenant must stay out of possession].
          Tenant shall comply with all instructions of the fumigation company at
          Tenant's sole cost and expense.

     (33) LOCKING OF ENTRANCE DOORS. Landlord reserves the right to close and
          keep locked all entrance and exit doors of the building during such
          hours as Landlord may deem it advisable in the operation of the
          building. It shall be a material breach of this agreement for Tenant
          to prop open any entrance door without the express prior written
          approval of Landlord.

     (34) NO REPRESENTATION OR WARRANTY. Nothing contained herein is intended to
          constitute nor shall it be construed to constitute a representation or
          warranty by Landlord that the premises are safe or secured against the
          wrongful or criminal acts, conduct or omissions of third persons. The
          parties hereto expressly acknowledge and agree that landlord has no
          duty to protect or safeguard Tenant against any such act, conduct or
          omission. Tenant hereby expressly waives and relinquishes any such
          purported obligation, and agree to indemnify and hold harmless
          Landlord from and against any and all claims or damages in any way
          arising from or relating to any such act, conduct, or omission.

     (35) PARTIAL INVALIDITY. If any part of any paragraph or section of this
          agreement shall be found by a court to be legally invalid, only that
          part shall be severed to the extent that it is invalid, but this
          invalidity shall no6t affect the validity of enforceability of any
          other part of this agreement.

Executed in duplicate at Santa Monica, California. Tenant acknowledges receipt
of the following addends which are incorporated herein and made part hereof:

Tenant's Initials:_______ Rules and Regulations Governing Office Tenancy In
the Building

Tenant's Initials: _______ Other: ________________________________________

Date:_____________

By: Its Agent              DERF 96
                           Landlord

Date: _____________ By: Alex Lightman
                        -------------
                        Tenant


<PAGE>

         RULES AND REGULATIONS GOVERNING OFFICE TENANCY IN THE BUILDING

     1)   The public corridors, lobbies, elevators, entrances, stairways,
          sidewalks and patios shall not be obstructed in any manner whatsoever
          not used for any purpose other than for ingress and egress from the
          office suites, nor shall persons be permitted to loiter or congregate
          in lobbies or on steps or at entrances to building.

     2)   No one shall be permitted to congregate or play at steps or at
          entranceways, elevators lobbies, or other public spaces in or about
          the building. Persons are expressly forbidden to play in garages or
          garage shelter areas.

     3)   Tenant shall not make or permit any disturbing noises in the building
          by itself, its employees, servants, agents, visitors, or licensees nor
          shall Tenant permit anything to be done by such persons which will
          interfere with the rights comfort, or convenience of other tenants or
          of Landlord. Tenant shall not play upon or suffer to be played upon
          any musical instrument or operate any C.D. player, phonograph, tape
          recorder, television, or radio in the premises in such a manner as to
          be disturbing or annoying to other occupants of the building.

     4)   Tenant, its employees, agents, visitors and licensees are expressly
          forbidden to sweep or throw anything out of windows, doors, or into
          the halls, stairways, or elevators of the building or to obstruct the
          window sills in any way.

     5)   No garbage cans, supplies, or other articles shall be placed or left
          in the landings or the hallways. No bicycles, roller-blades,
          roller-skates, or skateboards of any type are to be ridden in any part
          of the property.

     6)   No sign, signal, advertisement, television or radio aerial or other
          equipment or illumination shall be inscribed or exposed on or any
          window or other part of the building. Installation of aerial wires on
          any part of the building is expressly forbidden.

     7)   No shades, awnings, screens, Venetian blinds, draperies, curtains or
          window guards shall be used.

     8)   Alterations or replacement of locks or installations of knockers
          and/or doorbells are prohibited. In event of emergency or good reason
          to believe such may exist, Landlord reserves the right to enter the
          premises (whether or not Tenant is present) without prior permission.
          Otherwise 24 hour notice will be given.

     9)   Running exposed wires for electrical appliances or fixtures in
          violation of the Building Code is prohibited. Air conditioning units
          may be allowable only if approved by Landlord in writing in its sole4
          discretion.

<PAGE>

     10)  Landlord shall not be responsible for any articles delivered to or
          left with any employee, nor shall Landlord be responsible for any
          articles, intended for delivery to Tenant, delivered to the building
          or left in any corridor or public place. Management is not responsible
          for the damage or theft of personal property (including, but not
          limited to jewelry, money, apparel or other items) in said premises,
          or in storage, carports and garage areas.

     11)  Tenant shall not require, permit, suffer, or allow any windows in the
          premises to be cleaned from the outside.

     12)  Tenant, its employees, agents licensees, and invitees shall obey the
          parking regulations of public authorities and the Landlord on private
          and public streets, roads, and drives within the building area and any
          other traffic regulations promulgated in the future for the safety,
          comfort and convenience of all tenants.

     13)  No advertising, pamphlets, free newspapers, or other free printed
          matter of any kind shall be permitted to be distributed on the
          grounds, in entranceways, building, halls or vestibules. No
          soliciting, peddling, or door to door canvassing of any nature
          whatsoever shall be permitted in any building or at any place within
          the demised property.

     14)  Tenant shall not interfere in any manner with any part of the heating,
          lighting, or refrigerating apparatus.

     15)  Tenant shall notify Landlord and obtain an elevator reservation for
          moving furniture or bulky articles in or out of the building and such
          moving shall be supervised by Landlord.

     16)  Any employee of Landlord, performing an act at the request of Tenant,
          which act is beyond his normal duties shall be acting as Tenant's
          agent

     17)  Tenant will not be allowed to put its name on demised premises except
          in proper places designated by the Landlord.

     18)  No profane, obscene, loud or boisterous language or noisy or
          disorderly conduct, or any conduct annoying or disturbing to the
          occupants of the building shall be permitted in any part thereof, nor
          shall Tenant entertain therein any person engaging in improper
          behavior. Tenants are responsible for the conduct of their guests, and
          their adherence to these rules at all times. Tenants and guests must
          be orderly, and intoxication, disorderly conduct, objectional language
          or other disturbance by tenants or guests shall be cause for eviction.

<PAGE>

     19)  All rubbish shall be deposited by Tenant immediately in the proper
          receptacles provided for that purpose by Landlord. No trash or other
          material may be accumulated. Office suite must be kept clean and
          sanitary and free from objectional odors. When dumping trash
          receptacle, please make sure it is securely fastened (baggage and
          tied) so odor will not induce rodent population. Newspapers,
          magazines, books, boxes and broken articles should be taken down to
          the garbage bins.

     20)  Tenant shall close all windows when necessary to avoid possible damage
          from storm, rain, wind or other elements. Window treatments and
          carpets must be given good care and be free of spots, burns, or other
          damage. The tenant will be responsible and required to pay for all
          damage beyond normal wear and tear.

     21)  Move-ins and move-outs are permitted only after prior advance
          scheduling with Landlord. Elevator time must be reserved. Pads must be
          used in elevators when large or bulky items are moved.

     22)  Parking spaces shall used only for parking of motor vehicles as
          permitted under this lease and shall not be used for storage or any
          other purpose. Tenant must maintain its vehicles in good operational
          condition and free of leaks.

     23)  Tenant shall not bring onto the property or into the premises any
          shopping carts. State law prohibits the use or storage of gasoline,
          cleaning solvents, or other combustibles in an office suite, storage
          or garage area.

     24)  Roof access for emergency exiting only. No sunbathing.

     25)  No open containers of alcohol are permitted in common areas of the
          property. No illegal drugs or substances are permitted anywhere on the
          property.

Landlord reserves the right to make such other and further reasonable rules and
regulations as, in its sole discretion, may be necessary or desirable from time
to time, and such other and further rules and regulations shall be binding upon
the parties hereto, with the same force and effect as if they were herein at the
of execution hereof.

Date: 11-30-03           By: /s/ Alex Lightman
                             --------------------------
                             Tenant


<PAGE>


                   PACIFIC PLAZA ADDENDUM TO COMMERICAL LEASE
                   ------------------------------------------

THIS ADDENDUM TO COMMERICAL LEASE ("Addendum"), is made this day November 30,
2003 by and between Barrington Pacific, LLC, a California Limited Partnership,
commonly referred to as Pacific Plaza, herein referred to as "Landlord" and Alex
Lightman herein referred to as "Tenant", is executed concurrently with that
certain Commercial Lease dated December 1, 2003 by and between Landlord and
Tenant related to Suite No. 1100 Pacific Plaza, 1431 Ocean Ave., Santa Monica
(the "Lease") and is intended to modify, amend and supplement the lease. If
there is any conflict between this Addendum and the lease, the terms and
provisions of this Addendum shall control. The lease is modified as follows:

     (1)  HOURS OF OPERATION

          Hours of operation shall be from 8 am to 6 pm Monday through Friday,
          and 9 am to 5 pm Saturday. Office shall remain closed on Sunday.

     (2)  SINAGE

          No signs are allowed on the door or on the adjoining wall.

     (3)  EMPLOYEE LIMITATION

          The office shall be occupied by not more than three (3) employees.


          /s/ Cathe Dargas
          ------------------------------
          Cathe Dargas, Property Manager


          /s/ Alex Lightman
          ------------------------------
          Tenant