[LOGO]     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

          STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS
                (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1.    BASIC PROVISIONS ("BASIC PROVISIONS").

      1.1 PARTIES:  This Lease  ("LEASE"),  dated for reference  purposes  only,
OCTOBER 30, 2003, is made by and between HOLLMAN PROPERTY COMPANY,  A CALIFORNIA
CORPORATION ( " L E S S O R ") and 5G WIRELESS COMMUNICATIONS,  INC. ("LESSEE"),
(collectively the "PARTIES," or individually a "PARTY").

      1.2  PREMISES:  That certain real  property,  including  all  improvements
therein or to be provided by Lessor under the terms of this Lease,  and commonly
known as 4136 DEL REY AVENUE,  MARINA DEL REY CALIFORNIA,  located in the County
of LOS  ANGELES,  State of  CALIFORNIA,  and  generally  described  as (describe
briefly the nature of the property and, if  applicable,  the  "PROJECT",  if the
property is located within a Project) A FREESTANDING  BRICK INDUSTRIAL  BUILDING
CONSISTING OF APPROXIMATELY 10,560 SQUARE FEET ("Premises"). (See also Paragraph
2)

      1.3 TERM: 5 years and 0 months ("Original  Term")  commencing  NOVEMBER 1,
2003 ("Commencement Date") and ending OCTOBER 31, 2008 ("Expiration Date"). (See
also Paragraph 3)

      1.4 EARLY POSSESSION:  UPON EXECUTION OF LEASE ("Early  Possession Date").
(See also Paragraphs 3.2 and 3.3)

      1.5 BASE RENT: $ 11,088.00 per month ("Base Rent"), payable on the 1ST day
of each month commencing NOVEMBER, 2003 (See also Paragraph 4)

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

      1.6 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

      (a)   BASE RENT: $11,088.00 for the period NOVEMBER 1, 2003 - NOVEMBER 30,
            2003 .

      (b)   SECURITY   DEPOSIT:   $66,528.00("Security   Deposit").   (See  also
            Paragraph 5) SEE ADDENDUM

      (c)   ASSOCIATION FEES: $ for the period (d) OTHER: $ for.

      (e)   TOTAL DUE UPON EXECUTION OF THIS LEASE: $77,616.00.


      1.7  AGREED  USE:   GENERAL   OFFICES,   WAREHOUSE,   LIGHT  ASSEMBLY  AND
TESTING.(See also Paragraph 6) (See also Paragraph 8) SEE ADDENDUM

      1.8 INSURING PARTY: Lessor is the "INSURING PARTY".



The annual "BASE PREMIUM" is $

      1.9 REAL ESTATE BROKERS: (See also Paragraph 15)

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

|_|   DOUG MARSHALL - KLABIN COMPANY  represents Lessor  exclusively  ("LESSOR'S
      BROKER");

|_|   DAVE represents Lessee exclusively ("LESSEE'S BROKER"); or


|_|   represents both Lessor and Lessee ("DUAL AGENCY").

      (b) Payment to Brokers:  Upon execution and delivery of this Lease by both
Parties,  Lessor  shall pay to the Broker  the fee  agreed to in their  separate
written  agreement (or if there is no such  agreement,  the sum of or 5. 5% % of
the total Base Rent) for the brokerage services rendered by the Brokers.

      1.10  Guarantor.  The obligations of the Lessee under this Lease are to be
guaranteed  by See Addendum  Toomey - CRESA  Partners  ("Guarantor").  (See also
Paragraph 37)

      1.11Attachments.   Attached  hereto  are  the  following,   all  of  which
constitute  a part  of  this  Lease:  o an  Addendum  consisting  of  Paragraphs
through________________ 2 a plot plan depicting the Premises; o a current set of
the Rules and Regulations; o a Work Letter; a other (specify): Parking Plan, See
Addendum

2.    PREMISES.

      2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement  of size set forth in this Lease,  or that may have been
used in  calculating  Rent,  is an  approximation  which  the  Parties  agree is
reasonable and any payments based thereon are not subject to revision whether or
not the  actual  size is more or less.  NOTE:  LESSEE IS  ADVISED  TO VERIFY THE
ACTUAL SIZE PRIOR TO EXECUTING THIS LEASE.



                                  SEE ADDENDUM


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3.    TERM.

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

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

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

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

4.    RENT.

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

      4.2 PAYMENT.  Lessee shall cause  payment of Rent to be received by Lessor
in lawful  money of the  United  States on or before the day on which it is due,
without offset or deduction  (except as  specifically  permitted in this Lease).
Rent for any  period  during  the term  hereof  which is for less  than one full
calendar  month shall be prorated  based upon the actual  number of days of said
month.  Payment of Rent shall be made to Lessor at its address  stated herein or
to such  other  persons or place as Lessor  may from time to time  designate  in
writing.  Acceptance  of a payment  which is less than the amount then due shall
not be a waiver of Lessor's  rights to the balance of such Rent,  regardless  of
Lessor's  endorsement  of any check so  stating.  In the event  that any  check,
draft,  or other  instrument  of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any
Late Charge and Lessor,  at its  option,  may require all future  payments to be
made by Lessee to be by  cashier's  check.  Payments  will be  applied  first to
accrued late charges and attorney's fees,  second to accrued  interest,  then to
Base Rent and Operating Expense Increase,  and any remaining amount to any other
outstanding charges or costs.


5.    SECURITY DEPOSIT.   Lessee shall deposit with Lessor upon execution hereof
the  Security  Deposit  as  security  for  Lessee's   faithful   performance  of
its  obligations  under  this  Lease.  If Lessee fails to pay Rent, or otherwise
Defaults under this  Lease,  Lessor may use, apply or retain all or any  portion
of  said  Security  Deposit  for  the  payment  of  any  amount due Lessor or to
reimburse  or  compensate  Lessor for  any  liability,  expense,  loss or damage
which  Lessor  may suffer or incur by reason thereof.  If Lessor uses or applies
all or any portion of the  Security  Deposit,  Lessee shall within 10 days after
written  request therefor deposit monies with Lessor  sufficient to restore said
Security Deposit to the full amount required by this Lease.  Lessor shall not be
required to keep the Security Deposit separate from its general accounts. Within
14 days after the expiration  or  termination  of this Lease,  if Lessor  elects
to apply the Security Deposit only to unpaid Rent, and

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otherwise  within 30 days  after the  Premises  have been  vacated  pursuant  to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not  used or  applied  by  Lessor.  No part of the  Security  Deposit  shall  be
considered to be held in trust,  to bear  interest or to be  prepayment  for any
monies to be paid by Lessee under this Lease.

6.    USE.

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

6.2   HAZARDOUS SUBSTANCES. SEE ADDENDUM

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

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

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

      (d)  LESSEE  INDEMNIFICATION.  Lessee  shall  indemnify,  defend  and hold
Lessor, its agents, employees,  lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or  damages,  liabilities,  judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party (provided, however, that Lessee shall have no liability under
this Lease with  respect to  underground  migration of any  Hazardous  Substance
under the Premises  from adjacent  properties  not caused or  contributed  to by
Lessee).  Lessee's obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or
suffered  by  Lessee,  and the  cost  of  investigation,  removal,  remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease. NO TERMINATION,  CANCELLATION OR RELEASE  AGREEMENT  ENTERED INTO BY
LESSOR AND LESSEE SHALL  RELEASE  LESSEE FROM ITS  OBLIGATIONS  UNDER THIS LEASE
WITH RESPECT TO HAZARDOUS SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY LESSOR IN
WRITING AT THE TIME OF SUCH AGREEMENT.

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

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

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

      6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS.  Except as otherwise
provided  in  this  Lease,  Lessee  shall,  at  Lessee's  sole  expense,  fully,
diligently  and in a  timely  manner,  materially  comply  with  all  Applicable
Requirements,  the requirements of any applicable fire insurance  underwriter or
rating bureau, and the  recommendations of Lessor's engineers and/or consultants
which relate in any manner to the such  Requirements,  without regard to whether
such  Requirements  are now in effect or become  effective after the Start Date.
Lessee shall, within 10 days after receipt of Lessor's written request,  provide
Lessor with copies of all permits  and other  documents,  and other  information
evidencing  Lessee's  compliance with any Applicable  Requirements  specified by
Lessor,  and shall  immediately  upon  receipt,  notify  Lessor in writing (with
copies of any documents  involved) of any  threatened  or actual claim,  notice,
citation, warning, complaint or report pertaining to or involving the failure of
Lessee or the Premises to comply with any Applicable Requirements.

      6.4 INSPECTION;  COMPLIANCE.  Lessor and Lessor's  "LENDER" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time,  in the case of an  emergency,  and  otherwise at  reasonable  times after
reasonable  notice,  for the purpose of inspecting the condition of the Premises
and for  verifying  compliance  by Lessee with this Lease.  The cost of any such
inspections shall be paid by Lessor,  unless a violation by Lessee of Applicable
Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to
exist  or  be  imminent.,  or  the  inspection  is  requested  or  ordered  by a
governmental authority. In such case, Lessee shall upon request reimburse Lessor
for the actual cost of such inspection, so long as such inspection is reasonably
related to the  violation or  contamination.  In addition,  Lessee shall provide
copies of all relevant  material  safety data sheets  (MSDS) to Lessor within 10
days of the receipt of a written request therefor.

7.    MAINTENANCE;   REPAIRS;   UTILITY   INSTALLATIONS;   TRADE   FIXTURES  AND
      ALTERATIONS.

      7.1 LESSEE'S OBLIGATIONS.

      (a) IN GENERAL.  Subject to the provisions of the Addendum,  Paragraph 2.2
(Condition),   2.3  (Compliance),   6.3  (Lessee's  Compliance  with  Applicable
Requirements),  7.2 (Lessor's  Obligations),  9 (Damage or Destruction),  and 14
(Condemnation),  Lessee  shall,  at Lessee's  sole  expense,  keep the Premises,
Utility  Installations  (intended  for Lessee's  exclusive  use, no matter where
located), and Alterations in good order, condition and repair



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                                  SEE ADDENDUM

      (c) FAILURE TO PERFORM.  If Lessee fails to perform  Lessee's  obligations
under this  Paragraph  7.1,  Lessor may enter upon the  Premises  after 10 days'
prior written  notice to Lessee  (except in the case of an  emergency,  in which
case no notice shall be required),  perform such obligations on Lessee's behalf,
and put the  Premises in good order,  condition  and  repair,  and Lessee  shall
promptly pay to Lessor a sum equal to 115% of the cost thereof.

                                  SEE ADDENDUM

      7.2  LESSOR'S  OBLIGATIONS.  It is the  intention  of the Parties that the
terms of this  Lease  govern the  respective  obligations  of the  Parties as to
maintenance and repair of the Premises,  and they expressly waive the benefit of
any statute now or hereafter in effect to the extent it is inconsistent with the
terms of this Lease.

7.3   UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

                                  SEE ADDENDUM

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

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

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

      7.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

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

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

      (c)  SURRENDER;  RESTORATION.  Lessee shall  surrender the Premises by the
Expiration Date or any earlier  termination  date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating
order, condition and state of repair, ordinary wear and tear excepted. "Ordinary
wear and tear"  shall not include  any damage or  deterioration  that would have
been prevented by good maintenance practice.  Notwithstanding the foregoing,  if
this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the same  condition  as  delivered to Lessee on the Start Date with NO allowance
for ordinary  wear and tear.  Lessee shall repair any damage  occasioned  by the
installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or Utility Installations,  furnishings, and equipment as well as the removal
of any storage tank installed by or for Lessee.  Lessee shall completely  remove
from the Premises any and all Hazardous  Substances brought onto the Premises by
or for  Lessee,  or any third  party  (except  Hazardous  Substances  which were
deposited via  underground  migration from areas outside of the Premises,  or if
applicable, the Project) even if such removal would require Lessee to perform or
pay for work that exceeds  statutory  requirements.  Trade Fixtures shall remain
the property of Lessee and shall be removed by Lessee.  Any personal property of
Lessee not removed on or before the Expiration  Date or any earlier  termination
date shall be deemed to have been  abandoned by Lessee and may be disposed of or
retained by Lessor as Lessor may desire.  The failure by Lessee to timely vacate
the  Premises  pursuant to this  Paragraph  7.4(c)  without the express  written
consent of Lessor shall  constitute a holdover under the provisions of Paragraph
26 below.

                                  SEE ADDENDUM

8.    INSURANCE; INDEMNITY.


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      8.2 LIABILITY INSURANCE.

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

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

      8.3 PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

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

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

      (c) ADJACENT PREMISES.  If the Premises are part of a larger building,  or
of a group of buildings owned by Lessor which are adjacent to the Premises,  the
Lessee shall pay for any increase in the premiums for the property  insurance of
such  building  or  buildings  if said  increase  is  caused by  Lessee's  acts,
omissions, OR PARTICULAR use or occupancy of the Premises.

      8.4 LESSEE'S PROPERTY; BUSINESS INTERRUPTION INSURANCE.

      (a) PROPERTY DAMAGE.  Lessee shall obtain and maintain  insurance coverage
on  all  of  Lessee's  personal  property,  Trade  Fixtures,  and  Lessee  Owned
Alterations and Utility Installations.  Such insurance shall be full replacement
cost coverage.  The proceeds from any such insurance shall be used by Lessee for
the  replacement  of  personal   property,   Trade  Fixtures  and  Lessee  Owned
Alterations and Utility Installations.  Lessee shall provide Lessor with written
evidence that such insurance is in force.

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

      (c) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation
that the limits or forms of coverage of insurance  specified herein are adequate
to cover Lessee's property, business operations or obligations under this Lease.

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

      8.6 WAIVER OF SUBROGATION.

                                  SEE ADDENDUM

      8.7 INDEMNITY. Except for Lessor's gross negligence or willful misconduct,
Lessee shall indemnify,  protect, defend and hold harmless the Premises,  Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims,  loss of rents  and/or  damages,  liens,  judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of,  involving,  or in  connection  with,  the use and/or  occupancy  of the
Premises by Lessee.  If any action or  proceeding is brought  against  Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at  Lessee's  expense by counsel  reasonably  satisfactory  to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.

                                  SEE ADDENDUM

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

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

9.    DAMAGE OR DESTRUCTION.

      9.1 DEFINITIONS.

      (a)  "PREMISES  PARTIAL  DAMAGE" shall mean damage or  destruction  to the
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations,  which can  reasonably  be  repaired in 6 months or less from the
date of the damage or destruction.  Lessor shall notify Lessee in writing within
30 days from the date of the  damage or  destruction  as to  whether  or not the
damage is Partial or Total.

      (b) "PREMISES TOTAL  DESTRUCTION"  shall mean damage or destruction to the
Premises,  other than Lessee Owned  Alterations  and Utility  Installations  and
Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the
date of the damage or destruction.  Lessor shall notify Lessee in writing within
30 days from the date of the  damage or  destruction  as to  whether  or not the
damage is Partial or Total.

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


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

      (e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or discovery
of a condition  involving  the presence of, or a  contamination  by, a Hazardous
Substance as defined in Paragraph  6.2(a),  in, on, or under the Premises  which
requires repair, remediation, or restoration.

      9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense,  repair such damage
(but not  Lessee's  Trade  Fixtures  or Lessee  Owned  Alterations  and  Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect;  provided,  however,  that  Lessee  shall,  at  Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of  which  is  $10,000  or less,  and,  in such  event,  Lessor  shall  make any
applicable insurance proceeds available to Lessee on a reasonable basis for that
purpose.  Notwithstanding  the foregoing,  if the required  insurance was not in
force or the insurance  proceeds are not  sufficient to effect such repair,  the
Insuring  Party shall  promptly  contribute the shortage in proceeds as and when
required to complete said repairs. In the event,  however, such shortage was due
to the fact  that,  by reason of the  unique  nature of the  improvements,  full
replacement  cost  insurance  coverage  was  not  commercially   reasonable  and
available,  Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully  restore the unique  aspects of the Premises  unless Lessee
provides  Lessor with the funds to cover same,  or adequate  assurance  thereof,
within 10 days following  receipt of written notice of such shortage and request
therefor.  If Lessor  receives said funds or adequate  assurance  thereof within
said 10 day period,  the party responsible for making the repairs shall complete
them as soon as  reasonably  possible  and this Lease shall remain in full force
and effect. If such funds or assurance are not received, Lessor may nevertheless
elect by written  notice to Lessee within 10 days  thereafter  to: (i) make such
restoration  and repair as is  commercially  reasonable  with Lessor  paying any
shortage in  proceeds,  in which case this Lease shall  remain in full force and
effect,  or (ii) have this Lease terminate 30 days thereafter.  Lessee shall not
be entitled to  reimbursement  of any funds  contributed by Lessee to repair any
such damage or destruction.  Premises  Partial Damage due to flood or earthquake
shall be  subject  to  Paragraph  9.3,  notwithstanding  that  there may be some
insurance  coverage,  but the net proceeds of any such  insurance  shall be made
available for the repairs if made by either Party.

      9.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises  Partial Damage that is
not an Insured Loss occurs, Lessor may either: (i) repair such damage as soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue  in full  force and  effect,  or (ii)  terminate  this  Lease by giving
written  notice to Lessee within 30 days after receipt by Lessor of knowledge of
the  occurrence  of such  damage.  Such  termination  shall be effective 60 days
following the date of such notice.  In the event Lessor elects to terminate this
Lease,  Lessee  shall  have  the  right  within  10 days  after  receipt  of the
termination  notice to give written  notice to Lessor of Lessee's  commitment to
pay for the repair of such damage  without  reimbursement  from  Lessor.  Lessee
shall provide Lessor with said funds or satisfactory assurance thereof within 30
days after making such  commitment.  In such event this Lease shall  continue in
full force and effect,  and Lessor shall proceed to make such repairs as soon as
reasonably  possible after the required funds are available.  If Lessee does not
make  the  required  commitment,  this  Lease  shall  terminate  as of the  date
specified in the termination notice.

      9.4 TOTAL  DESTRUCTION.  Notwithstanding  any other provision hereof, if a
Premises Total Destruction  occurs, this Lease shall terminate 60 days following
such Destruction.

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

      9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

      (a) ABATEMENT.  In the event of Premises  Partial Damage or Premises Total
Destruction  or a Hazardous  Substance  Condition the Rent payable by Lessee for
the period  required for the repair,  remediation  or restoration of such damage
shall be  abated  in  proportion  to the  degree  to which  Lessee's  use of the
Premises  is  impaired.,  All other  obligations  of Lessee  hereunder  shall be
performed by Lessee,  and Lessor  shall have no  liability  for any such damage,
destruction, remediation, repair or restoration except as provided herein.

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

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

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

10.   REAL PROPERTY TAXES.

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

      10.2

      (a) PAYMENT OF TAXES. Lessor, AT LESSOR'S SOLE COST AND EXPENSE, shall pay
the Real Property Taxes applicable to the Premises.

      (b) ADDITIONAL  IMPROVEMENTS.  Notwithstanding anything to the contrary in
this  Paragraph  10.2,  Lessee  shall pay to Lessor  upon  demand  therefor  the
entirety  of  any  increase  in  Real  Property  Taxes  assessed  by  reason  of
Alterations  or Utility  Installations  placed upon the Premises by Lessee or at
Lessee's request.

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


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REVISED

11.   UTILITIES AND SERVICES.

      Lessee shall pay for all water, gas, heat, light, power, telephone,  trash
disposal and other  utilities and services  supplied to the  Premises,  together
with any taxes  thereon.  If any such  services  are not  separately  metered or
billed to Lessee, Lessee shall pay a reasonable proportion,  to be determined by
Lessor, of all charges jointly metered or billed. There shall be no abatement of
rent  and  Lessor  shall  not  be  liable  in any  respect  whatsoever  for  the
inadequacy,  stoppage,  interruption or discontinuance of any utility or service
due to riot, strike, labor dispute,  breakdown,  accident, repair or other cause
beyond Lessor's  reasonable control or in cooperation with governmental  request
or directions.

12.   ASSIGNMENT AND SUBLETTING.

      12.1 LESSOR'S CONSENT REQUIRED.

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

      (b) Unless Lessee is a corporation  and its stock is publicly  traded on a
national stock exchange,  a change in the control of Lessee shall  constitute an
assignment  requiring  consent.  The transfer,  on a cumulative basis, of 25% or
more of the voting  control of Lessee  shall  constitute a change in control for
this purpose.


      (d) An assignment or subletting without consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1(c).

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

      12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

      (a) Regardless of Lessor's consent, no assignment or subletting shall: (i)
be  effective  without  the  express  written  assumption  by such  assignee  or
sublessee of the obligations of Lessee under this Lease,  (ii) release Lessee of
any obligations  hereunder,  or (iii) alter the primary  liability of Lessee for
the  payment  of Rent or for the  performance  of any  other  obligations  to be
performed by Lessee.

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

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

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

      (e) Each request for consent to an assignment  or  subletting  shall be in
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational  responsibility  and  appropriateness  of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises,  if any,  together with a fee of $500 as
consideration  for Lessor's  considering  and  processing  said request.  Lessee
agrees to  provide  Lessor  with such  other or  additional  information  and/or
documentation  as may be reasonably  requested.  (See also Paragraph 36)

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

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

      12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.

      The following terms and conditions shall apply to any subletting by Lessee
of all or any part of the Premises and shall be deemed included in all subleases
under  this Lease  whether or not  expressly  incorporated  therein:  (a) Lessee
hereby  assigns and  transfers  to Lessor all of  Lessee's  interest in all Rent
payable on any sublease,  and Lessor may collect such Rent and apply same toward
Lessee's obligations under this Lease;  provided,  however,  that until a Breach
shall occur in the performance of Lessee's obligations,  Lessee may collect said
Rent.  In the  event  that the  amount  collected  by  Lessor  exceeds  Lessee's
obligations  any such excess  shall be refunded to Lessee.  Lessor shall not, by
reason of the foregoing or any assignment of such sublease, nor by reason of the
collection  of Rent, be deemed liable to the sublessee for any failure of Lessee
to perform and comply with any of Lessee's obligations to such sublessee. Lessee
hereby irrevocably authorizes and directs any such sublessee,  upon receipt of a
written  notice from Lessor  stating that a Breach exists in the  performance of
Lessee's  obligations  under  this  Lease,  to pay to Lessor all Rent due and to
become due under the  sublease.  Sublessee  shall rely upon any such notice from
Lessor  and shall pay all Rents to Lessor  without  any  obligation  or right to
inquire as to whether such Breach exists,  notwithstanding any claim from Lessee
to the contrary.

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

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

      (e)  Lessor  shall  deliver a copy of any  notice of  Default or Breach by
Lessee to the sublessee,  who shall have the right to cure the Default of Lessee
within the grace period, if any, specified in such notice.

                                  SEE ADDENDUM

13.   DEFAULT; BREACH; REMEDIES.

      13.1 DEFAULT; BREACH. A "DEFAULT" is defined as a failure by the Lessee to
comply  with or perform  any of the terms,  covenants,  conditions  or Rules and
Regulations  under this Lease. A "BREACH" is defined as the occurrence of one or
more of the following  Defaults,  and the failure of Lessee to cure such Default
within any applicable grace period: (a) The abandonment of the Premises;  or the
vacating of the Premises  without  providing a commercially  reasonable level of
security, or where the coverage of the property insurance described in Paragraph
8.3  is  jeopardized  as a  result  thereof,  or  without  providing  reasonable
assurances to minimize potential vandalism.

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

      (c) The failure by Lessee to provide (i)  reasonable  written  evidence of
compliance with Applicable Requirements,  (ii) the service contracts,  (iii) the
rescission  of an  unauthorized  assignment  or  subletting,  (iv)  an  Estoppel
Certificate,  (v)  a  requested  subordination,  (vi)  evidence  concerning  any
guaranty  and/or  Guarantor,  (vii) any document  requested  under Paragraph 42,
(viii) material safety data sheets (MSDS),  or (ix) any other  documentation  or
information  which  Lessor may  reasonably  require of Lessee under the terms of
this Lease,  where any such failure  continues for a period of 10 days following
written notice to Lessee.

      (d) A  Default  by  Lessee  as to  the  terms,  covenants,  conditions  or
provisions of this Lease,  or of the rules  adopted  under  Paragraph 40 hereof,
other than those described in subparagraphs  13.1(a),  (b) or (c), above,  where
such Default  continues for a period of 30 days after written notice;  provided,
however,  that if the nature of Lessee's  Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach
if  Lessee  commences  such  cure  within  said  30 day  period  and  thereafter
diligently prosecutes such cure to completion.

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

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

      (g) If the  performance  of  Lessee's  obligations  under  this  Lease  is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a


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Guarantor's  liability with respect to this Lease other than in accordance  with
the  terms of such  guaranty,  (iii) a  Guarantor's  becoming  insolvent  or the
subject  of a  bankruptcy  filing,  (iv) a  Guarantor's  refusal  to  honor  the
guaranty,  or  (v)  a  Guarantor's  breach  of  its  guaranty  obligation  on an
anticipatory  basis,  and Lessee's  failure,  within 60 days  following  written
notice of any such event, to provide written alternative  assurance or security,
which,  when  coupled  with the then  existing  resources  of Lessee,  equals or
exceeds the  combined  financial  resources  of Lessee and the  Guarantors  that
existed at the time of execution of this Lease.

      13.2 REMEDIES. If Lessee fails to perform any of its affirmative duties or
obligations,  within 10 days after  written  notice (or in case of an emergency,
without notice),  Lessor may, at its option,  perform such duty or obligation on
Lessee's  behalf,  including  but not  limited to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals.  Lessee  shall pay to Lessor an amount equal to 115% of the costs and
expenses  incurred  by Lessor in such  performance  upon  receipt  of an invoice
therefor.  In the event of a Breach,  Lessor may, with or without further notice
or demand,  and without  limiting  Lessor in the exercise of any right or remedy
which Lessor may have by reason of such Breach:  (a) Terminate Lessee's right to
possession of the Premises by any lawful  means,  in which case this Lease shall
terminate and Lessee shall immediately  surrender  possession to Lessor. In such
event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which
had been earned at the time of termination;  (ii) the worth at the time of award
of the  amount by which the  unpaid  rent which  would  have been  earned  after
termination  until the time of award exceeds the amount of such rental loss that
the Lessee  proves could have been  reasonably  avoided;  (iii) the worth at the
time of award of the amount by which the unpaid rent for the balance of the term
after the time of award  exceeds  the amount of such rental loss that the Lessee
proves  could be  reasonably  avoided;  and (iv) any other  amount  necessary to
compensate  Lessor  for all the  detriment  proximately  caused by the  Lessee's
failure to perform  its  obligations  under this Lease or which in the  ordinary
course of things would be likely to result therefrom,  including but not limited
to the cost of recovering  possession  of the  Premises,  expenses of reletting,
including  necessary  renovation  and  alteration  of the  Premises,  reasonable
attorneys'  fees, and that portion of any leasing  commission  paid by Lessor in
connection with this Lease  applicable to the unexpired term of this Lease.  The
worth at the time of award of the amount  referred to in provision  (iii) of the
immediately  preceding  sentence shall be computed by discounting such amount at
the discount rate of the Federal  Reserve Bank of the District  within which the
Premises are located at the time of award plus one percent. Efforts by Lessor to
mitigate  damages  caused  by  Lessee's  Breach  of this  Lease  shall not waive
Lessor's  right to recover  damages under  Paragraph 12. If  termination of this
Lease is obtained through the provisional  remedy of unlawful  detainer,  Lessor
shall have the right to recover in such  proceeding  any unpaid Rent and damages
as are  recoverable  therein,  or Lessor may reserve the right to recover all or
any part thereof in a separate suit. If a notice and grace period required under
Paragraph  13.1 was not  previously  given,  a notice to pay rent or quit, or to
perform or quit given to Lessee under the unlawful  detainer  statute shall also
constitute the notice  required by Paragraph  13.1. In such case, the applicable
grace period required by Paragraph 13.1 and the unlawful  detainer statute shall
run  concurrently,  and the  failure  of Lessee to cure the  Default  within the
greater of the two such grace periods shall constitute both an unlawful detainer
and a Breach of this Lease entitling Lessor to the remedies provided for in this
Lease and/or by said statute.

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

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

      13.3 INDUCEMENT RECAPTURE.  Any agreement for free or abated rent or other
charges,  or for the  giving or paying by Lessor to or for Lessee of any cash or
other bonus,  inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "INDUCEMENT PROVISIONS,"
shall be deemed  conditioned upon Lessee's full and faithful  performance of all
of the terms,  covenants and conditions of this Lease. Upon Breach of this Lease
by Lessee, any such Inducement  Provision shall  automatically be deemed deleted
from this Lease and of no further force or effect,  and any rent,  other charge,
bonus,  inducement or consideration  theretofore abated, given or paid by Lessor
under such an  inducement  Provision  shall be  immediately  due and  payable by
Lessee to Lessor,  notwithstanding any subsequent cure of said Breach by Lessee.
The  acceptance by Lessor of rent or the cure of the Breach which  initiated the
operation  of this  paragraph  shall  not be  deemed a waiver  by  Lessor of the
provisions of this paragraph unless  specifically so stated in writing by Lessor
at the time of such acceptance.

      13.4 LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
of Rent will cause  Lessor to incur costs not  contemplated  by this Lease,  the
exact  amount of which will be  extremely  difficult  to  ascertain.  Such costs
include,  but are not limited to,  processing and accounting  charges,  and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor  within 105 days after such amount shall be due,
then, without any requirement for notice to Lessee, Lessee shall immediately pay
to Lessor a one-time  late charge equal to 610% of each such  overdue  amount or
$100,  whichever  is  greater.  The Parties  hereby  agree that such late charge
represents  a fair and  reasonable  estimate  of the costs  Lessor will incur by
reason of such late  payment.  Acceptance of such late charge by Lessor shall in
no event  constitute a waiver of Lessee's Default or Breach with respect to such
overdue amount, nor prevent the exercise of any of the other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether
or  not  collected,   for  3  consecutive   installments   of  Base  Rent,  then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at
Lessor's option, become due and payable quarterly in advance.

      13.5 INTEREST. Any monetary payment due Lessor hereunder,  other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment,  shall bear interest from the date when due, as to scheduled  payments,
or the 31st day  after it was due as to  non-scheduled  payments.  The  interest
("INTEREST")  charged  shall be  computed at the rate of 10% per annum but shall
not exceed the maximum rate  allowed by law.  Interest is payable in addition to
the potential late charge provided for in Paragraph 13.4.

      13.6 BREACH BY LESSOR.

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

      (b)  PERFORMANCE BY LESSEE ON BEHALF OF LESSOR.  In the event that neither
Lessor nor Lender cures said breach within 30 days after receipt of said notice,
or if having commenced said cure they do not diligently pursue it to completion,
then Lessee may elect to cure said  breach at  Lessee's  expense and offset from
Rent the actual and reasonable cost to perform such cure, provided however, that
such offset  shall not exceed an amount equal to the greater of one month's Base
Rent or the Security  Deposit,  reserving  Lessee's right to seek  reimbursement
from  Lessor.  Lessee  shall  document  the cost of said  cure and  supply  said
documentation to Lessor.

14.   CONDEMNATION.

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

15.   BROKERAGE FEES.

      15.1 ADDITIONAL  COMMISSION.  In addition to the payments owed pursuant to
Paragraph  1.9 above,  and  unless  Lessor and the  Brokers  otherwise  agree in
writing,  Lessor agrees that: (a) if Lessee exercises any Option,  (b) if Lessee
acquires  any  rights to the  Premises  or other  premises  owned by Lessor  and
located within the same Project,  if any,  within which the Premises is located,
(c) if Lessee remains in possession of the Premises, with the consent of Lessor,
after the expiration of this Lease, or (d) if Base Rent is increased, whether by
agreement or operation of an escalation  clause herein,  then,  Lessor shall pay
Brokers a fee in  accordance  with the  schedule of the Brokers in effect at the
time of the execution of this Lease.

      15.2  ASSUMPTION  OF  OBLIGATIONS.  Any buyer or  transferee  of  Lessor's
interest  in this  Lease  shall be deemed to have  assumed  Lessor's  obligation
hereunder.  Brokers  shall be third party  beneficiaries  of the  provisions  of
Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due
as and for brokerage  fees  pertaining to this Lease when due, then such amounts
shall  accrue  Interest.  In  addition,  if Lessor  fails to pay any  amounts to
Lessee's Broker when due,  Lessee's Broker may send written notice to Lessor and
Lessee of such failure and if Lessor  fails to pay such  amounts  within 10 days
after said  notice,  Lessee  shall pay said monies to its Broker and offset such
amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third
party  beneficiary  of any commission  agreement  entered into by and/or between
Lessor and Lessor's  Broker for the limited  purpose of collecting any brokerage
fee owed.

      15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER  RELATIONSHIPS.  Lessee and
Lessor each represent and warrant to the other that it has


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had no dealings with any person, firm, broker or finder (other than the Brokers,
if any) in  connection  with this  Lease,  and that no one other than said named
Brokers is entitled to any  commission or finder's fee in  connection  herewith.
Lessee and Lessor do each hereby agree to  indemnify,  protect,  defend and hold
the other harmless from and against  liability for compensation or charges which
may be claimed by any such  unnamed  broker,  finder or other  similar  party by
reason of any  dealings  or actions of the  indemnifying  Party,  including  any
costs, expenses, attorneys' fees reasonably incurred with respect thereto.

16.   ESTOPPEL CERTIFICATES.

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

      (b) If the Responding  Party shall fail to execute or deliver the Estoppel
Certificate  within  such 10 day  period,  the  Requesting  Party may execute an
Estoppel  Certificate  stating  that:  (i) the Lease is in full force and effect
without  modification except as may be represented by the Requesting Party, (ii)
there are no uncured defaults in the Requesting Party's  performance,  and (iii)
if Lessor is the Requesting  Party, not more than one month's rent has been paid
in  advance.   Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting  Party's  Estoppel  Certificate,  and the  Responding  Party shall be
estopped from denying the truth of the facts contained in said Certificate.

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

17.   DEFINITION OF LESSOR.

      The term  "LESSOR"  as used  herein  shall mean the owner or owners at the
time in question of the fee title to the Premises, or, if this is a sublease, of
the Lessee's interest in the prior lease. In the event of a transfer of Lessor's
title or interest in the  Premises or this Lease,  Lessor  shall  deliver to the
transferee or assignee (in cash or by credit) any unused  Security  Deposit held
by Lessor.  Except as provided in Paragraph 15, upon such transfer or assignment
and delivery of the Security  Deposit,  as aforesaid,  the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease  thereafter to be performed by the Lessor.  Subject to the foregoing,
the  obligations  and/or  covenants  in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

18.   SEVERABILITY.

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

19.   DAYS.

      Unless otherwise  specifically  indicated to the contrary, the word "days"
as used in this Lease shall mean and refer to calendar days.

20.   LIMITATION ON LIABILITY.

      The  obligations of Lessor under this Lease shall not constitute  personal
obligations  of  Lessor  or  its  partners,  members,  directors,   officers  or
shareholders,  and Lessee shall look to the Premises,  and to no other assets of
Lessor,  for the  satisfaction  of any  liability of Lessor with respect to this
Lease,  and  shall  not  seek  recourse  against  Lessor's  partners,   members,
directors,  officers or  shareholders,  or any of their personal assets for such
satisfaction.

21.   TIME OF ESSENCE.

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

22.   NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER.

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

23.   NOTICES.

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

      23.2 DATE OF NOTICE.  Any notice sent by  registered  or  certified  mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given 3 business  days 48 hours after
the same is  addressed  as  required  herein and mailed  with  postage  prepaid.
Notices  delivered  by United  States  Express  Mail or  overnight  courier that
guarantee next day delivery shall be deemed given 24 hours after delivery of the
same  to the  Postal  Service  or  courier.  Notices  transmitted  by  facsimile
transmission  or  similar  means  shall  be  deemed   delivered  upon  telephone
confirmation  of receipt  (confirmation  report from fax machine is sufficient),
provided a copy is also delivered via delivery or mail. If notice is received on
a Saturday,  Sunday or legal  holiday,  it shall be deemed  received on the next
business day.

24.   WAIVERS.

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

25.   DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.

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

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

            (ii)  Lessee's  Agent.  An agent  can  agree to act as agent for the
Lessee only. In these  situations,  the agent is not the Lessor's agent, even if
by agreement the agent may receive compensation for services rendered, either in
full or in part  from the  Lessor.  An agent  acting  only for a Lessee  has the
following  affirmative  obligations.  To the Lessee:  A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee
and  the  Lessor:  a.  Diligent  exercise  of  reasonable  skills  and  care  in
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith. c. A duty to disclose all facts known to the agent  materially  affecting
the value or  desirability  of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either  Party any  confidential  information  obtained  from the other
Party which does not involve the affirmative duties set forth above.

            (iii)  Agent  Representing  Both  Lessor and  Lessee.  A real estate
agent,  either acting  directly or through one or more associate  licenses,  can
legally be the agent of both the Lessor  and the  Lessee in a  transaction,  but
only with the knowledge and consent of both the Lessor and the Lessee. In a dual
agency situation,  the agent has the following  affirmative  obligations to both
the  Lessor and the  Lessee:  a. A  fiduciary  duty of utmost  care,  integrity,
honesty and loyalty in the dealings with either  Lessor or the Lessee.  b. Other
duties to the  Lessor  and the Lessee as stated  above in  subparagraphs  (i) or
(ii).  In  representing  both Lessor and  Lessee,  the agent may not without the
express permission of the respective Party, disclose to the


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other  Party  that the  Lessor  will  accept  rent in an  amount  less than that
indicated in the listing or that the Lessee is willing to pay a higher rent than
that offered.  The above duties of the agent in a real estate transaction do not
relieve  a Lessor  or  Lessee  from the  responsibility  to  protect  their  own
interests. Lessor and Lessee should carefully read all agreements to assure that
they adequately  express their  understanding of the transaction.  A real estate
agent is a person qualified to advise about real estate.  If legal or tax advice
is desired, consult a competent professional.

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

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

26.   NO RIGHT TO HOLDOVER.

      Lessee  has no right to  retain  possession  of the  Premises  or any part
thereof beyond the  expiration or  termination of this Lease.  In the event that
Lessee  holds over,  then the DAILY Base Rent shall be  increased to 150% of the
DAILY Base Rent applicable  immediately  preceding the expiration or termination
AND TENANT  SHALL BE  OBLIGATED TO PAY THE DAILY RATE OF SUCH BASE RENT FOR EACH
DAY TENANT HOLDS OVER. Nothing contained herein shall be construed as consent by
Lessor to any holding over by Lessee.

27.   CUMULATIVE REMEDIES.

      No remedy or  election  hereunder  shall be deemed  exclusive  but  shall,
wherever possible, be cumulative with all other remedies at law or in equity.

28.   COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT.

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

29.   BINDING EFFECT; CHOICE OF LAW.

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

30.   SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

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

      30.2 ATTORNMENT. In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated (i) Lessee shall, subject to
the non-disturbance  provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter into a new lease, containing all of the terms and provisions
of this Lease, with such new owner for the remainder of the term hereof,  or, at
the  election  of such new owner,  this Lease shall  automatically  become a new
Lease between  Lessee and such new owner,  upon all of the terms and  conditions
hereof,  for the remainder of the term hereof,  and (ii) Lessor shall thereafter
be relieved of any further obligations hereunder and such new owner shall assume
all of Lessor's obligations hereunder, except that such new owner shall not: (a)
be liable for any act or omission of any prior  lessor or with respect to events
occurring  prior to acquisition  of ownership;  (b) be subject to any offsets or
defenses  which  Lessee  might have  against any prior  lessor,  (c) be bound by
prepayment of more than one month's rent, or (d) be liable for the return of any
security deposit paid to any prior lessor.

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

      30.4  SELF-EXECUTING.  The agreements contained in this Paragraph 30 shall
be effective without the execution of any further documents;  provided, however,
that,  upon written  request from Lessor or a Lender in connection  with a sale,
financing or refinancing  of the Premises,  Lessee and Lessor shall execute such
further  writings as may be  reasonably  required  to  separately  document  any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.   ATTORNEYS' FEES.

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

32.   LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS.

      Lessor and  Lessor's  agents shall have the right to enter the Premises at
any time, in the case of an emergency,  and otherwise at reasonable  times after
reasonable  prior  notice for the  purpose of  showing  the same to  prospective
purchasers,   lenders,  or  tenants,  and  making  such  alterations,   repairs,
improvements  or  additions  to the  Premises  as Lessor may deem  necessary  or
desirable and the erecting, using and maintaining of utilities,  services, pipes
and conduits  through the Premises  and/or other premises as long as there is no
material  adverse  effect to Lessee's use of the Premises.  All such  activities
shall be without abatement of rent or liability to Lessee. SEE ADDENDUM

33.   AUCTIONS.

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

34.   SIGNS.

      Lessor may place on the Premises ordinary "For Sale" signs at any time and
ordinary  "For Lease" signs during the last 6 months of the term hereof.  Except
for  ordinary  "for  sublease"  signs,  Lessee shall not place any sign upon the
Premises without Lessor's prior written consent.  All signs must comply with all
Applicable Requirements. SEE ADDENDUM

35.   TERMINATION; MERGER.

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

36.   CONSENTS.

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

37.   GUARANTOR.

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                                  SEE ADDENDUM

38.   QUIET POSSESSION.

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

39.   OPTIONS.

      If Lessee is granted  an Option,  as  defined  below,  then the  following
provisions shall apply:

      39.1 DEFINITION.  "OPTION" shall mean: (a) the right to extend the term of
or renew  this  Lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (b) the right of first  refusal  or first  offer to lease
either the  Premises or other  property of Lessor;  (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

      39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE.  Any Option granted to Lessee in
this Lease is personal to the  original  Lessee AND ANY OF ITS  AFFILIATES,  and
cannot be assigned or exercised by anyone  other than said  original  Lessee AND
ANY OF ITS AFFILIATES and, if requested by Lessor,  with Lessee  certifying that
Lessee OR ANY OF ITS  AFFILIATES  has no  intention of  thereafter  assigning or
subletting.

      39.3 MULTIPLE  OPTIONS.  In the event that Lessee has any multiple Options
to extend or renew this Lease,  a later Option  cannot be  exercised  unless the
prior Options have been validly exercised.

      39.4 EFFECT OF DEFAULT ON OPTIONS.

      (a) Lessee  shall  have no right to  exercise  an  Option:  (i) during the
period  commencing with the giving of any notice of Default and continuing until
said  Default  is  cured,  (ii)  during  the  period  of time any Rent is unpaid
(without  regard to whether notice  thereof is given  Lessee),  (iii) during the
time  Lessee is in Breach of this  Lease,  or (iv) in the event that  Lessee has
been given 3 or more  notices of separate  Default,  whether or not the Defaults
are cured, during the 12 month period immediately  preceding the exercise of the
Option.

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

      (c) An  Option  shall  terminate  and be of no  further  force or  effect,
notwithstanding  Lessee's due and timely exercise of the Option,  if, after such
exercise and prior to the commencement of the extended term or completion of the
purchase,  (i) Lessee  fails to pay Rent for a period of 30 days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee commits a Breach of this Lease.

40.   MULTIPLE BUILDINGS.

      If the Premises are a part of a group of buildings  controlled  by Lessor,
Lessee  agrees  that it will abide by and  conform to all  reasonable  rules and
regulations which Lessor may make from time to time for the management,  safety,
and care of said  properties,  including the care and cleanliness of the grounds
and including the parking,  loading and unloading of vehicles,  and to cause its
employees, suppliers, shippers, customers,  contractors and invitees to so abide
and  conform.  Lessee  also  agrees  to pay its fair  share of  common  expenses
incurred in connection with such rules and regulations. SEE ADDENDUM

41.   SECURITY MEASURES.

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

42.   RESERVATIONS.

      Lessor reserves to itself the right, from time to time, to grant,  without
the consent or joinder of Lessee,  such easements,  rights and dedications  that
Lessor  deems  necessary,  and to  cause  the  recordation  of  parcel  maps and
restrictions,   so  long  as  such  easements,  rights,  dedications,  maps  and
restrictions  do not  unreasonably  interfere  with the use of the  Premises  by
Lessee.  Lessee agrees to sign any documents  reasonably  requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

43.   PERFORMANCE UNDER PROTEST.

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

44.   AUTHORITY; MULTIPLE PARTIES; EXECUTION.

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

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

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

45.   CONFLICT.

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

46.   OFFER.

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

47.   AMENDMENTS.

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

48.   WAIVER OF JURY TRIAL.

      THE PARTIES HEREBY WAIVE THEIR  RESPECTIVE  RIGHTS TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

49.   MEDIATION AND ARBITRATION OF DISPUTES.

      An Addendum requiring the Mediation and/or the Arbitration of all disputes
between  the  Parties  and/or  Brokers  arising  out of this Lease O IS O IS NOT
attached to this Lease.


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

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

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RELATES. THE PARTIES ARE URGED TO:

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

2.RETAIN APPROPRIATE  CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD

INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE  PRESENCE OF  HAZARDOUS  SUBSTANCES,
THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY,  THE CONDITION OF THE ROOF
AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED
USE.

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

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

<TABLE>
<CAPTION>
<S>                                          <C>
Executed at: 1801 AVENUE OF THE STARS        Executed at:    4136 DEL REY AVENUE
            -----------------------------                -----------------------------
on:                                          on:
   -------------------------------------        --------------------------------------
By LESSOR:                                   By LESSEE:
HOLLMAN PROPERTY COMPANY                             5G WIRELESS COMMUNICATIONS, INC.
------------------------                             ---------------------------------
By:                                          By:
   --------------------------------------       --------------------------------------
Name Printed: BLAIR B. RADISICH              Name Printed:  PETER TREPP
             ----------------------------                 ----------------------------
Title: CORPORATE SECRETARY                   Title: PRESIDENT/COO
      -----------------------------------          -----------------------------------
By:                                          By:
   --------------------------------------       --------------------------------------
Name Printed:                                Name Printed:
             ----------------------------                 ----------------------------
Title:                                       Title:
      -----------------------------------          -----------------------------------
Address: 1801 AVENUE OF THE STARS 444        Address: 4136 DEL REY AVENUE
        ---------------------------------            ---------------------------------
        LOS ANGELES, CA 90067                         MARINA DEL REY, CA 90292
        ---------------------------------            ---------------------------------
Telephone/Facsimile:                         Telephone/Facsimile:
                    ---------------------                        ---------------------
Federal ID No.                               Federal ID No.
              ---------------------------                   --------------------------
BROKER:                                      BROKER:

-----------------------------------------    -----------------------------------------

-----------------------------------------    -----------------------------------------
Attn:                                        Attn:
     ------------------------------------         ------------------------------------
Title:                                       Title:
      -----------------------------------          -----------------------------------
Address:                                     Address:
        ---------------------------------            ---------------------------------

-----------------------------------------    -----------------------------------------
Telephone/Facsimile:                         Telephone/Facsimile:
                    ---------------------                        ---------------------
Federal ID No.                               Federal ID No.
              ---------------------------                  ---------------------------
                                             GUARANTOR:

                                             Production Partners LLC


                                             By:
                                                ----------------------------------------
                                             Name:
                                                  --------------------------------------
                                             Its:
                                                 ---------------------------------------
</TABLE>


NOTE: These forms are often  modified to meet the changing  requirements  of law
      and industry  needs.  Always write or call to make sure you are  utilizing
      the most current form: AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIATION,  700
      So.  Flower  Street,  Suite 600,  Los  Angeles,  California  90017.  (213)
      687-8777. Fax No. (213) 687-8616

                (C) COPYRIGHT 1997 - BY AMERICAN INDUSTRIAL REAL
                    ESTATE ASSOCIATION. ALL RIGHTS RESERVED.
          NO PART OF THESE WORKS MAY BE REPORDUCED IN ANY FORM WITHOUT
                             PERMISSION IN WRITING.


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INITIALS                                                              INITIALS

                                  PAGE 12 OF 12

                                  REVISED                       FORM STG-8-7/01E

(C)2001 - AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION