LEASE


1.  BASIC  PROVISIONS.

     1.1   This  Lease  ("Lease"),  is  hereby entered into by and between EDDIA
TRUST  ("Lessor")  and ASIA PACIFIC CORPORATION and GRADY A SANDERS(collectively
"Lessee"),  all of whom are sometimes referred to collectively as the "Parties,"
or  individually  as  a  "Party".

     1.2  (a)  PREMISES.   That  certain portion of the Building, commonly known
by  the  street address of 246 NORTH CANON DRIVE, located in the City of Beverly
Hills,  County  of  Los  Angeles,  State  of  California, with zip code of 90210
("Building"), described as the former Bistro Restaurant with an approximate size
of  12,000  square  feet ("Premises"). In addition to Lessee's rights to use and
occupy  the  Premises  as hereinafter specified, Lessee shall have non-exclusive
rights  to  the  Common Areas (as defined in Paragraph 2.4 below) as hereinafter
specified,  but shall not have any rights to the roof, exterior walls or utility
raceways,  except for the right to approve any changes by Lessor to the exterior
of  the  Premises.  The  Premises, the Building, the Common Areas, the land upon
which they are located, along with all other buildings and improvements thereon,
are  herein  collectively  referred to as the "Project." (Also see Paragraph 2.)

     1.2  (b)  PARKING.  From  9:00 am. to 6:00 p.m. each day during the term of
this  lease,  Lessee  shall  be entitled to the exclusive use of six (6) parking
spaces  at  the  Building, and from 6:00 p.m. until closing shall be entitled to
the use of fifteen (15) parking spaces at the Building. Lessee shall be entitled
to install signage reflecting its rights to parking at the Premises as set forth
herein.  As  the  adherence  by  third  parties to the terms mentioned herein is
dependent on parties other than the Lessor and as Lessor is normally not present
at  the  Premises  to  monitor  third-party  parking,  Lessor  does  not  take
responsibility  for  the enforcement of this provision as against third parties.
(Also  see  Paragraph 2.3.) However, Lessee shall have the right to enforce this
provision  as  against  third  parties.

     1.3   LEASE  TERM.  The  initial  term of the Lease shall be ten (10) years
("Original  Term")  commencing on March 1, 1996 ("Commencement Date") and ending
on  February  28,  2006  ("Expiration  Date").  Notwithstanding  anything to the
contrary in this Lease, but provided that Lessee is not in default of any of its
obligations  under  the  within  Lease at the time for exercise of any option by
Lessee  ,  Lessee shall have options to extend the term of the Lease for two (2)
additional  terms  of  five  (5)  years  each.  (Also  see  Paragraph  3).


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     1.4   MONTHLY  BASE  RENT.  During  the  first two years of this Lease, the
Monthly Base Rent shall be $18,000.00 per month, payable upon the termination of
the  Free Rent Period described below, and thereafter upon the first day of each
calendar month through and including February 1, 1998. For the third year of the
Lease  Term,  the  Monthly Base Rent shall be $20,000.00 per month, payable upon
the  first  day  of  each calendar month through and including February 1, 1999.
Thereafter  for  the  fourth  through tenth years of the Lease term, the Monthly
Base  Rent  of  $20,000.00 shall be increased annually by an amount equal to the
annual  percentage  increase  for  the prior calendar year in the Consumer Price
Index  of  the Bureau of Labor Statistics of the US. Department of Labor for the
Los  Angeles  Metropolitan  Area  ("CPI").  In  the event the compilation and/or
publication  of the CPI shall be transferred to any other governmental departure
or  bureau  or  agency  or shall be discontinued, then the Index most nearly the
same as the CPI shall be used to nuke such calculation. In the event that Lessor
and  Lessee  cannot  agree  on  such alternative Index, then the matter shall be
submitted  for  decision  to  the American Arbitration Association in accordance
with  the  then  current  rules  of  said  Association,  and  the
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decision  of  the  arbitrator(s)  shall be binding upon the Parties. The cost of
said arbitration shall be paid equally by Lessor and Lessee. (Also see Paragraph
4.) Monthly Base Rent during any option period exercised by Lessee following the
Original  Term shall be determined pursuant to the terms of any Option to Extend
this  Lease,  which  Option(s)  to  Extend  are  attached  to  this  lease  as
attachment(s)  hereto.

     1.5  MONTHLY  PERCENTAGE  RENT.

(a)  MONTHLY  PERCENTAGE  RENT.   During  the  Original Term (excluding the Free
Rent  Period  discussed below) and any option period exercised by Lessee, Lessee
shall  pay  to Lessor on the first day of each calendar month as additional rent
under  this  Lease  a  Monthly  Percentage  Rent in an amount equal to seven and
one-half  percent  (7  2 %) of Monthly Gross Sales (as defined in this Paragraph
1.5)  of  Lessee  in  excess  of $250,000.00 from the business operated from the
Premises  ("Monthly  Percentage  Rent").

(b)  GROSS  SALES  DEFINED.  For purposes of this Lease, the term "Monthly Gross
Sales"  shall  mean  the  total  selling  price  of all merchandise, products or
services  sold  or  rendered  in,  on,  or  from  the  Premises  by  Lessee, its
Sublessees,  licensees, or concessionaires, whether for cash or on credit and if
on  credit  whether  or  not  paid,  but
excluding  sales  taxes and credit card commissions payable upon such sales, and
shall  include,  without  limitation:

     (i)    Proceeds  from  all  automatic vending, weighing, and other machines
owned  and  operated  by  Lessee  in  or  on  the  Premises;

     (ii)   Commissions received by Lessee from any automatic vending, weighing,
and  other  machines  not  owned  by  Lessee but operated in or on the Premises;

     (iii)  Commissions  received  by  Lessee  from  the  operation  of  public
telephones  in  or  on  the  Premises;  and

     (iv)    Proceeds from sales based on orders solicited or taken from, in, or
on  the  Premises  for  merchandise,  products  or  services  to be delivered or
rendered  off,  or from sources outside, the Premises, including but not limited
to  catering  proceeds.

(c)   BOOKS  AND RECORDS.  Lessee shall at all times keep or cause to be kept on
the  Premises  complete  and  accurate  records and books of account showing the
total  amount  of  Monthly  Gross  Sales  made
in,  on,  or  from  the  Premises.  Lessee  covenants  that it shall cause to be
installed  accurate  cash  registers, which shall show and record each and every
sale  made  on  and  within  the  Premises  and  which  also  shall  show  the
total of all daily sales. Lessee agrees to maintain on the Premises for a period
of  one  year  following  the  close
of  each  calendar  month all records and books of account and all cash register
tapes  showing  or in any way pertaining to the Monthly Gross Sales made in, on,
or  from  the  Premises  during  that  calendar  month.


(d)  STATEMENT OF GROSS SALES.  Lessee agrees to submit the following to Lessor:
monthly statements of Monthly Gross Sales received from the business operated on
the  Premises,  due  within  15  days  following the last day of each successive
calendar  month  of  the  lease term (or of any option renewal term of the Lease
following  the  conclusion  of the Free Rent Period; a statement of yearly gross
sales,  due  within  60  days  immediately


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following  the end of the first and each succeeding full year of the term of the
Lease;  and  a  statement  of  Monthly  Gross  Sales made since the last monthly
statement, due within 30 days following the expiration or earlier termination of
the Lease. The first yearly statement shall include gross sales for the first 12
whole  months  and any partial months immediately following the Free Rent Period
of  this  Lease.  All  such  statements  shall  be  signed  by a responsible and
authorized  financial  officer  of Lessee certifying the amount of Monthly Gross
Sales  (as defined in the Lease ) defined for the period to be accounted for. If
by  any  such monthly or yearly statement it appears that any Monthly Percentage
Rent  is  due  and payable to Lessor for the preceding monthly or yearly period,
such  Monthly Percentage Rent shall be paid to Lessor on the next first day of a
calendar  month following the date said monthly or yearly statement is rendered.
All  Monthly  Base  Rent  and  Monthly  Percentage  Rent shall be paid to Lessor
without  deduction  or  offset.

(e)  AUDIT.  Lessor  may at any time within one year after receiving a statement
from  Lessee,  at  Lessor's  own cost and expense, cause all books, records, and
cash  register  tapes described in Paragraph 1.58 of this Lease for the calendar
month  purportedly covered by the statement to be audited by a public accountant
selected by Lessor. On receiving written notice of Lessor's election for such an
audit, Lessee shall deliver and make available all such books, records, and cash
register  tapes to the public or certified public accountant selected by Lessor.
Upon conclusion of such audit, Lessee shall be responsible for payment to Lessor
within  30  days of any Monthly Percentage Rent for the time period reflected by
the questioned statement which remains unpaid to Lessor at the conclusion of the
audit.  Furthermore,  Lessee  shall  promptly on demand reimburse Lessor for the
fill  cost  and  expense of the audit if the audit discloses that the questioned
statement understated Monthly Gross Sales or the Monthly Percentage Rent payable
because  of  Monthly  Gross  Sales  by  three  percent  (3%)  or  more.

     1.5-1. ANNUAL ADDITIONAL RENT.  In addition to rental obligations stated in
paragraph 1.4 and 1.5 of the herein lease and during the Original Term as stated
in  paragraph  1.3  and  any and all Option Periods Lessee undertakes and Lessor
approves,  including  but  not  limited  to  the  Option  period  term stated in
paragraph  1.3  of  the  herein  lease,  Lessee shall pay to Lessor an amount of
$10,000.00  every  year  or fraction thereof, in the form of unrestricted credit
towards  any  purchases  of  food,  beverage,  or  other  services  at  Lessee's
restaurant  facilities  and  Lessee's  catering  facilities.

     1.6   LESSEE'S  SHARE  OF  COMMON  AREA  OPERATING  EXPENSES.  During  the
Original  Term  and  any  option period exercised by Lessee, Lessee shall pay to
Lessor  as  additional  rent  Sixty  -Three  percent  (63%)  of  the Common Area
Operating Expenses ("Lessee's Share") in accordance with Paragraph 4.2. Lessee's
Share  shall  be  that  percentage  of  the Common Area Operating Expenses as is
directly  proportionate to the square footage of the Premises as compared to the
total  square  footage  of  the  Building.

     1.7   FREE  RENT  PERIOD.  Provided  that  Lessee  is not is default of any
obligations  under  this  Lease,  and  provided  that  Lessee keeps current with
Lessee's  Share  of  Common  Area  Operating  Expenses  and  applicable  taxes,
utilities,  insurance,  and all other financial obligations of Lessee called for
under  this  Lease,  Lessor will provide $90,000.00 (Ninety Thousand Dollars) of
"Free  Rent"  which  must be applied in five in equal installments of $18,000.00
(Eighteen  Thousand  Dollars)  each  towards  the  first,  second,  thirteenth,
twenty-fifth,  and  thirty-seventh  months  of  the  herein  Lease.

     1.8  SECURITY  DEPOSIT  AND  ADVANCE PAYMENT OF RENT.  The Security Deposit
shall  be  Thirty  Thousand Dollars ($30,000.00) ("Security Deposit"). (Also see
Paragraph  5). The Advance Rent shall be Eighteen Thousand Dollars ($18,000.00),
which  will  be  credited  towards


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Lessee's  first-month  rental  obligation.  Five  years from commencement of the
Original  Term,  Lessor  shall  refund  any  and  all remaining portions of said
Security  Deposit.

     1.9    PERMITTED USE:  Lessee shall use the Premises only for the operation
of  a  first-class restaurant and catering business ("Permitted Use"). (Also see
Paragraph  6.)

     1.10  GUARANTOR.  The  obligations  of the Lessee under this Lease are also
to  be personally guaranteed for a period of five (5) years by means of Guaranty
of Lease attached hereto as  Exhibit ________ by Jerry Weiner or another natural
person  acceptable  to  Lessor  ("Guarantor")  as  pertaining to all of Lessee's
duties and obligations set forth in the herein Lease or as allowed under law, up
to  and including, but not in excess of, the sum of Two Hundred Thousand Dollars
($200,000.00).  (Also  see  Paragraph  37  and  Exhibit  _________  hereto.)

     {NOTE:  Paragraph  1.10  and  1.11  were  illegible.}

     1.11  ADDENDA  AND  EXHIBITS.  Attached  hereto  is  an Addendum or Addenda
consisting  of  Paragraphs___  through___, and Exhibits Athrough B, all of which
constitute  a  part  of  this  Lease.


2.  PREMISES,  PARKING  AND  COMMON  AREAS.

     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 square footage set forth in this Lease, or
that  may  have  been  used  in  calculating rental and/or Common Area Operating
Expenses,  is  an  approximation which Lessor and Lessee agree is reasonable and
the rental and Lessee's Share (as defined in Paragraph 1.6) based thereon is not
subject  to  revision  whether or not the actual square footage is more or less.

     2.2  ACCEPTANCE  OF  PREMISES.  Lessee hereby acknowledges: (a) that it has
been  advised  by  the Lessor to satisfy itself with respect to the condition of
the  Premises  (including  but  not limited to the electrical and fire sprinkler
systems,  security,  environmental aspects, seismic and earthquake requirements,
and  compliance  with the Americans with Disabilities Act and applicable zoning,
municipal,  county,  state  and federal laws, ordinances and regulations and any
covenants  or  restrictions  of record (collectively, "Applicable Laws") and the
present  and  future  suitability of the Premises for Lessee's intended use; (b)
that  Lessee has made such investigation as it deems necessary reference to such
matters,  is  satisfied  with  reference thereto, and assumes all responsibility
therefore  as  the same relate 'to Lessee's occupancy of the Premises and/or the
terms  of  this  Lease; and (c) that neither Lessor, nor any of Lessor's agents,
has  made any oral or written representations or warranties with respect to said
matters  other than as set forth in this Lease.  Lessee has had full opportunity
to  inspect the condition of the Premises, and has fully inspected the condition
of  the  Premises.  Lessee hereby acknowledges and agrees that Lessee is leasing
the  Premises  "AS  IS, WHERE IS, WITH ALL FAULTS, WHETHER KNOWN OR UNKNOWN,"and
that Lessor has not and is not making representations or warranties of any kind,
nature  or  description  with  respect to the Premises, the Building, the Common
Areas,  or  any  other  aspect  of  this  transaction.


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     2.3   VEHICLE  PARKING.  Lessee  shall  be  entitled  to  use  the  parking
allotment  specified  in  Paragraph 1.2(b) on those portions of the Common Areas
designated  from  time to time by Lessor  for parking. Lessee shall not use more
parking  spaces than said number allotted. Said parking spaces shall be used for
parking  by  vehicles no larger than full size passenger automobiles or pick -up
trucks,  herein  called "Permitted Size Vehicles." Vehicles other than Permitted
Size

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Vehicles  shall  be  parked  and loaded or unloaded as directed by Lessor in the
Rules  and  Regulations (as defined in Paragraph 40) issued by Lessor. (Also see
Paragraph  2.6.)

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

     (b)  If Lessee permits or allows any of the prohibited activities described
in  this  Paragraph  2.3,  then  Lessor shall have the right, without notice, in
addition  to  such  other rights and remedies that it may have, to remove or tow
away  the  vehicle  involved  and charge the cost to Lessee, which cost shall be
immediately  payable  upon  demand  by  Lessor.

     2.4  COMMON  AREAS - DEFINITION.  The term "Common Areas" is defined as all
areas  and facilities outside the Premises and within the exterior boundary line
of  the  Project  and  interior  utility  raceways  within the Premises that are
provided  and  designated  by  the  Lessor  from  time  to  time for the general
non-exclusive  use  of Lessor, Lessee and other lessees of the Project and their
respective  employees, suppliers, shippers, customers, contractors and invitees,
including  parking  areas,  loading  and unloading areas, trash areas, roadways,
sidewalks,  walkways,  parkways,  driveways  and  landscaped  areas.

     2.5  COMMON  AREAS - LESSEE'S RIGHTS.   Lessor hereby grants to Lessee, for
the  benefit  of  Lessee  and  its  employees, suppliers, shippers, contractors,
customers  and  invitees, during the term of this Lease, the non-exclusive right
to  use,  in  common  with others entitled to such use, the Common Areas as they
exist  from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any Rules and Regulations
or restrictions governing the use of the Project, and subject to Lessor's rights
to make changes to the Common Areas (including but not limited to such rights as
are  described  in  Paragraph  2.7  of
this  Lease).  Under  no circumstances shall the right herein granted to use the
Common  Areas  be deemed to include the right to store any property, temporarily
or permanently, in the Common Areas. Any such storage shall be permitted only by
the  prior written consent of Lessor or Lessor's designated agent, which consent
may  be  revoked  at  any time. In the event that any unauthorized storage shall
occur  then  Lessor  shall  have  the right, without notice, in addition to such
other  rights  and  remedies that it may have, to remove the property and charge
the  cost  to  Lessee,  which  cost  shall be immediately payable upon demand by
Lessor. Lessee shall not obstruct, or use fort storage, or for any purpose other
than  ingress and egress, the sidewalks, entrances, passages, courts, corridors,
vestibules,  halls,  elevators  or  stairways  of  the  Building.

2.6   COMMON  AREAS - RATES AND REGULATIONS.   Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas  and  shall have the right, from time to time, to establish, modify, amend
and  enforce reasonable Rules and Regulations with respect thereto in accordance
with  Paragraph  40. Lessee agrees to abide by and conform to all such Rules and
Regulations,  and  to  cause  its  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to  so  abide  and  conform.  'Lessor  shall  not be
responsible  to Lessee for the non-compliance with said rules and regulations by
other lessees of the Project. However, Lessor shall exercise diligent efforts to
obtain  compliance  with  said  Rules  and  Regulations  by other tenants of the
Project.


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     2.7   COMMON  AREAS  -  CHANGES.  Lessor  shall have the right, in Lessor's
sole  discretion,  from  time  to  time:

     (a)  To  make  changes  to the Common Areas, including, without limitation,
changes in the location, size, shape and number of driveways, entrances, parking
spaces,  parking  areas, loading and unloading areas, ingress, egress, direction
of traffic, landscaped areas, walkways and utility raceways, but only so long as
such  changes do not, individually or collectively, interfere with access to the
Premises, and so long as Lessor has obtained Lessee's prior written consent (not
to  be  unreasonably  withheld or delayed) to any changes to the exterior of the
Premises;

     (b)  To  close temporarily any of the Common Areas for maintenance purposes
so  long  as  reasonable  access  to  the  Premises  remains  available;

     (c)  To  add  additional  buildings  and  improvements to the Common Areas;

     (d)  To  use  the  Common  Areas  while  engaged  in  making  additional
improvements, repairs or alterations to the Project, or any portion thereof; and

     (e) To do and perform such other acts and make such other changes in, to or
with  respect  to the Common Areas and Project as Lessor may, in the exercise of
sound  business  judgment, deem to be appropriate, but only so long as such acts
or changes do not unreasonably interfere with and are not otherwise unreasonably
inconsistent  with  Lessee's  Permitted  Use  of  the  Premises.

3.  TERM.

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

4.  RENT.

     4.1  PAYMENT.  Lessee  shall  pay  Monthly  Base  Rent  and  other  rent or
charges,  as  the  same  may  be  adjusted from time to time as provided in this
Lease,  to  Lessor  in  lawful  money  of  the  United States, without offset or
deduction on or before the day on which it is due under the terms of this Lease.
Monthly  Base Rent and all other rent and charges for any period during the term
hereof  which  is  for less than one full month shall be prorated based upon the
actual  number  of  days of the month involved. Payment of Monthly base Rent and
all  other rent and charges shall be made to Lessor at its address stated herein
or  to  such other persons or at such other addresses as Lessor may from time to
time  designate  in  writing  to  Lessee.

     4.2  COMMON AREA OPERATING EXPENSES.  Lessee shall pay to Lessor during the
term  hereof  in addition to the Monthly Base Rent and all other rental payments
and  charges  called  for  under  this  Lease,  Lessee's  Share (as specified in
Paragraph  1.6)  of  all Common Area Operating Expenses, as hereinafter defined,
during  each  calendar  year  of  the term of this Lease, in accordance with the
following  provisions:

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

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(i) To the extent not paid from the reserves described in Paragraph 4.2 (a) (iv)
below,
the costs associated with the operation, repair and maintenance, in neat, clean,
good  order  and  condition,  of  the  following:

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

     (bb)  Exterior  signs  and  any  tenant  directories.

     (cc)  Fire  detection  and  sprinkler  systems.

     (ii)  The  cost  of  water,  gas,  electricity and telephone to service the
Common  Areas.

(iii) Trash disposal, property management and security services and the costs of
any
     environmental  inspections,  in  accordance  with  market  rates  for  such
services.

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

(v)  Real Property Taxes (as defined in Paragraph 10.2) to be paid by Lessor for
the
     Building  and  the  Common  Areas  under  Paragraph  10  hereof.

(vi)  The  cost  of the premiums for the insurance policies maintained by Lessor
     under  Paragraph  8  hereof.

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

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


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

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


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     (d)  Lessee's  Share  of  Common  Area  Expenses shall be payable by Lessee
within  ten  (10) days after a reasonably  detailed statement of actual expenses
is  presented to Lessee by Lessor. At Lessor's option, however, an amount may be
estimated  by  Lessor  from time to time of Lessee's Share of annual Common Area
Operating

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

     (e) Common Area Operating Expenses shall not include legal fees incurred by
Lessor  for  any  purpose  whatsoever.

     (f)  If any reserves described in Paragraph 4.2 (a)(iv) above remain unused
at  the  end  of  the  Original  Term of this Lease and any renewal term of this
Lease,  and  as long as Lessee is not in default of this Lease at the end of the
Original  Term and any renewal term of this Lease, Lessor shall refund to Lessee
within  thirty  (30) days following the end of the term of this Lease or renewal
term  thereof,  whichever is later, an amount equal to Sixty Three percent (63%)
of  the balance remaining in such reserves as of the end of the Original Term or
any  renewal  term  of  this  Lease,  whichever  is  later.

     5.  SECURITY  DEPOSIT.  Lessee  shall  deposit  with  Lessor  upon Lessee's
execution hereof the Security Deposit set forth in Paragraph 1.8 as security for
Lessee's faithful performance of Lessee's obligations under each and every term,
provision,  covenant  and  condition  of this Lease. If Lessee fails to pay Base
Rent  or  other  rent or charges due hereunder, or otherwise Defaults under this
Lease (as defined in Paragraph 13.1), 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, cost, expense, loss or damage
(including  attorneys' fees) which Lessor may suffer or incur by reason thereof.
If  Lessor  uses  or applies all or any portion of said Security Deposit, Lessee
shall  within  ten (10) days after written request therefore 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 all or any part of the
Security  Deposit  separate  from  its  general  accounts.  Lessor shall, at the
expiration  or  earlier  termination  of  the  term  hereof and after Lessee has
vacated  the  Premises,  return  to  Lessee (or, at Lessor's option, to the last
assignee,  if  any,  of  Lessee's interest herein), that portion of the Security
Deposit  not  used  or  applied  by Lessor. Unless otherwise expressly agreed in
writing  by  Lessor,  no  part of the Security Deposit shall be considered to be
held  in  trust,  to  bear  interest  or  other  increment for its use, or to be
prepayment  for  any  monies  to  be  paid  by  Lessee  under  this  Lease.

6.  USE.

     6.1  PERMITTED  USE.


<PAGE>
     (a) Lessee shall use and occupy the Premises only for the Permitted Use set
forth  in  Paragraph  1.9, 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 waste or a nuisance, or that
disturbs  owners  and/or  occupants  of,  or  causes  damage  to the Premises or
neighboring  premises or properties. No noise, odor or litter, whether caused by
Lessee,  Lessee's customers, clients, invitees or guests, which is objectionable
to  Lessor  or  other  occupants  of  the  Building,  shall  emanate  from  the

<PAGE>

Premises.  Lessee  shall not: (1) create or maintain a nuisance on the premises,
(2)  disturb, solicit or canvass any occupant of the building, or (3) do any act
of  tending  to  inure  the  reputation  of  the  Building  or  of  Lessor.

     (b)  Lessee  covenants  and agrees that it shall operate and conduct within
the Premises, continuously and uninterruptedly during the entire Lease term, the
Permitted  Use,  excepting  legal  holidays,  and  except while the Premises are
untenantable  by reason of fire of other unavoidable casualty, and that it shall
at all times keep and maintain within and upon the Premises an adequate stock of
merchandise  and  trade  fixtures  and  have sufficient personnel to service and
supply  the  demands  and requirements of its customers. If Lessee shall fail to
continuously  and  uninterruptedly  operate  the  Premises for the Permitted Use
under  the  terms  of  this  Lease at any time during the Lease Term as required
herein,  Lessor  shall,  in  addition  to Lessor's other rights and remedies, be
entitled  to  either  terminate the Lease or require Lessee to pay to Lessor, in
addition  to  Base  Rent,  on the first day of the calendar month following said
failure  to remain in continuous operation, an additional amount equal to 1/30th
of the then monthly Base Rent for each day that Lessee fails to continuously and
uninterruptedly  operate  its  business  in  the  Premises  as  required herein.

     (c)  Lessee  agrees  that  it  shall keep the Premises in a neat, clean and
orderly  condition  and  that  all  trash  and  rubbish generated by it shall be
deposited  at  least  once  a  day  within  prescribed receptacles in designated
service  areas  within  the  building.  Lessee  further  agrees  to  cause  such
receptacles  to  be emptied and trash removed at its own cost and expense so as,
on  its  part,  to  keep  such  service  areas in a clean and orderly condition.

     (d)  Lessor hereby agrees to not unreasonably withhold or delay its consent
to  any  written  request  by  Lessee, Lessee's assignees or subtenants, and .by
prospective  assignees  and  subtenants of Lessee, its assignees and subtenants,
for  a  modification  of said Permitted Use, so long as the same will not impair
the  structural integrity of the improvements on the Premises or in the Building
or  the mechanical or electrical systems therein, does not conflict with uses by
other  lessees,  is  not  significantly  more  burdensome to the Premises or the
Building  and the improvements thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five  (5)  business days after such request give a written notification of same,
which  notice  shall include an explanation of Lessor's reasonable objections to
the  change  in  use

     (e)  Lessor shall not lease any other portion of the Building to any tenant
for the operation of a restaurant and/or catering business, or for the operation
of  any  other  business  activity  that  would  unreasonably  interfere  or  be
unreasonably  inconsistent  with  the operation of the Premises as a first-class
restaurant  and  catering  business. Operation of other premises in the Building
for  general  office  use  shall not be deemed to violate the provisions of this
Paragraph  6(e)  .

     (f)  Lessee  assumes  full  responsibility for. (1) protecting the Premises
from  theft,  robbery  and  pilferage,  (2) keeping the Premises secure, and (3)
locking  the  doors  in and to the Premises. Any damages from Lessee's negligent
failure  to  so  protect,  secure, and/or lock the Premises shall-be paid for by
Lessee.  All  property  belonging  to Lessee, or to any other person, within the
Building  or  the  Premises,  shall  be  there  at  the  risk  of

<PAGE>
Lessee  or  such other person, and Lessor and its agents and employees shall not
be  liable for damage thereto or theft or misappropriation thereof Lessee hereby
indemnifies  and  holds  Lessor  and  its agents and employees harmless from say
claims  arising  out  of the     above, including subrogation claims by Lessee's
insurance  carrier.

<PAGE>

(g)  During  the Original Term and any extension thereof pursuant to exercise by
Lessee  of  any  option to extend this Lease, Lessee shall have the right to use
any  or  all  of     the furnishings, fixtures and equipment in existence on the
Premises  as  of  the  date  of  execution  of  this Lease, and shall further be
entitled  to use up any existing supplies located on the Premises as of the date
of  execution  of  this  Lease,  in  the  ordinary course of business; provided,
however, that Lessee shall not be permitted to commit unreasonable waste of said
furnishings,  fixtures,  equipment, and supplies. In the event that Lessee shall
desire  to  dispose  of  any  or  all  of  the  existing  furnishings, fixtures,
equipment,  or  supplies located on the Premises as of the date of .execution of
this  Lease,  Lessee  shall  first  offer to Lessor in writing the right to take
possession  of  the  same.  If Lessor elects to take possession, Lessor shall be
responsible  for  any  cost  of  removing  said furnishings, fixtures, equipment
and/or  supplies  as  Lessor elects to take possession of from the Premises. If,
however,  Lessor  declines  to  take  possession  of said furnishings, fixtures,
equipment  or  supplies,  removal  of the same from the Premises shall be at the
sole cost of Lessee.  Furthermore, any acceptance by Lessor of possession of any
such  furniture,  fixtures,  equipment,  and/or supplies which Lessee desires to
dispose  of  shall  not  entitle Lessee  to any credit or offset against rent or
other  financial obligations to Lessor or any other person under this Lease, nor
relieve  Lessee  from  the  obligation  to  fully  perform  each and every term,
covenant,  condition,  provision,  and promise of Lessee set forth in this Lease
or  any  attachment  hereto.

     6.2  HAZARDOUS  SUBSTANCES.

     (a)  REPORTABLE  USES  REQUIRE  CONSENT.  The term "Hazardous Substance" as
used  in  this  Lease  shall  mean any product, substance, chemical, material or
waste  whose  presence,  nature,  quantity  and/or  intensity of existence, use,
manufacture,  disposal,  transportation,  spill,  release  or  effect, 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 Substance shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline,  crude  oil or any products or by-products thereof. Lessee
shall  not  engage  in any activity in or about the Premises which constitutes a
Reportable  Use  (as  hereinafter  defined)  of Hazardous Substances without the
express  prior  written  consent of Lessor and compliance in a timely manner (at
Lessee's  sole  cost and expense) with all Applicable Requirements (as defined m
Paragraph  6.3).  "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  fled with, any governmental authority, and (iii) the
presence  in,  on or about the Premises of a Hazardous Substance with respect to
which  any Applicable Laws require that a notice be given to persons entering or
occupying the Premises or neighboring properties. Notwithstanding the foregoing,
Lessee  may,  without  Lessor's  prior consent, but upon notice to Lessor and in
compliance  with  all  Applicable  Requirements,  use any ordinary and customary
materials  reasonably  required to be used by Lessee in the normal course of the
Permitted  Use,  so long as such use is not a Reportable Use and does not expose
the  Premises  or neighboring properties to any meaningful risk of contamination
or  damage  or  expose Lessor to any pity therefor. In addition, Lessor may (but
without  any  obligation  to  do  so)  condition  its  consent  to  any

<PAGE>


<PAGE>
Reportable  Use of any Hazardous Substance by Lessee upon Lessee's giving Lessor
such  additional  assurances  as  Lessor,  in  its  reasonable discretion, deems
necessary  to  protect  itself,  the  public,  the  Premises and the environment
against damage, contamination or injury and/or liability therefor, including but
not  limited  to the installation (and, at Lessor's option; removal on or before
Lease  expiration  or  earlier  termination)  of reasonably necessary protective
modifications  to the Premises (such as concrete encasements) and/or the deposit
of  an  additional  Security  Deposit  under  Paragraph  5  hereof.

     (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  or  the Building, other than as previously consented to by
Lessor,  Lessee  shall  immediately give Lessor written notice thereof, together
with a copy of any statement, report, notice, registration, application, permit,
business  plan,  license,  claim,  action,  inquiry  or  proceeding given to, or
received  from,  any  governmental  authority  (including but not limited to the
California  State Department of Health Services, the State or any Regional Water
Quality  Control  Board,  the  Air  Quality  Management  District  or  any local
government  entity)  or  private  party concerning the presence, spill, release,
discharge of, or exposure to, such Hazardous Substance including but not limited
to  all  such  documents  as may be involved in any Reportable Use involving the
Premises. Lessee shall not cause or permit any Hazardous Substance to be spilled
or  released in, on, under or about the Premises (including, without limitation,
through  the  plumbing  or  sanitary  sewer  system).

     (c)  INDEMNIFICATION.  Lessee  shall  indemnify,  protect,  defend and hold
Lessor,  its  agents,  employees,  lenders  and  ground  lessor, if any, and the
Premises, harmless from and against any and all damages, liabilities, judgments,
costs,  claims,  liens,  expenses, penalties, loss of permits and attorneys' and
consultants'  fees  arising  out of or involving any Hazardous Substance brought
onto the Premises by or for Lessee or by anyone under Lessee's control. Lessee's
obligations  under this Paragraph 6.28 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 (including
consultants'  and attorneys' fees and testing), removal, redemption, restoration
and/or  abatement  thereof,  or of any contamination therein involved, and shall
survive  the  expiration  or  earlier 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.

     6.3  LESSEE'S COMPLIANCE WITH REQUIREMENTS.  Lessee shall, at Lessee's sole
cost  and  expense,  fully,  diligently  and in a timely manner, comply with all
"Applicable  Requirements"  which  term  is used in this Lease to mean all laws,
rules,  regulations,  ordinances,  directives,  covenants,  easements  and
restrictions of record, permits, a requirements of any applicable fire insurance
underwriter  or  rating  bureau,  and  the recommendations of Lessor's engineers
and/or  consultants,  relating  in  manner  to  the  Premises (including but not
limited  to  matters  pertaining  to ( i) industrial hygiene, (ii) environmental
conditions  on,  in, under or about the Premises, including soil and groundwater
conditions,  and  (iii)  the  use,  generation,  manufacture,  production,
installation,  maintenance,  removal, transportation, storage, spill, or release
of  any  Hazardous  Substance),  now  in effect or which may hereafter come into
effect.  Lessee  shall,  within  five (5) days after receipt of Lessor's written
request,  provide Lessor with copies of all documents and information, including
but  not limited to permits, registrations, manifests, applications, reports and
certificates,  evidencing  Lessee's  compliance with any Applicable Requirements
specified  by

<PAGE>

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 failure by
Lessee  or  the  Premises  to  comply  with  any  Applicable  Requirements.

<PAGE>
     6.4  INSPECTION - COMPLIANCE WITH LAW.  Lessor, Lessor's agents, employees,
contractors  and  designated  representatives, and the holders of any mortgages,
deeds of trust or ground leases on the Premises ("Lenders") shall have the right
to  enter the Premises at any time in the case of an emergency, and otherwise at
reasonable  times,  upon  prior  written  notice  to  Lessee, for the purpose of
inspecting  the condition of the Premises and for verifying compliance by Lessee
with  this  Lease and all Applicable Requirements (as defined in Paragraph 6.3),
and  Lessor shall be entitled to employ experts and/or consultants in connection
therewith  to  advise  Lessor with respect to Lessee's activities, including but
not  limited  to Lessee's installation, operation, use, monitoring, maintenance,
or  removal  of  any  Hazardous Substance on or from the Premises. The costs and
expenses  of  any  such  inspections shall be paid by the party requesting same,
unless  a Default or Breach of this Lease by Lessee or a violation of Applicable
Requirements  or a contamination, caused or materially contributed to by Lessee,
is  found  to  exist or to be imminent, or unless the inspection is requested or
ordered  by  a  governmental  authority
as  the  result  of any such existing or imminent violation or contamination. In
such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the
case may be, for the costs and expenses of such inspections. Notwithstanding any
language  to  the  contrary  in the foregoing, except in the case of a bona fide
emergency,  Lessor  shall  have  no  right to enter the Premises for any purpose
whatsoever  during  the  hours  of 11:00 a.m. to 3:00 p.m. and the hours of 6:00
p.m.  to  11:00  p.m.

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

     7.1.  LESSEE'S  OBLIGATIONS.

     (a)  Subject  to the provisions of Paragraphs 7.2 (Lessor's Obligations), 9
(Damage  or  Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole
cost  and  expense and at all times, keep the Premises and every part thereof in
good  order,  condition  and repair (whether or not such portion of the Premises
requiring repair, or the means of repairing the same, are .reasonably or readily
accessible  to  Lessee, and whether or not the need for such repairs occurs as a
result  of  Lessee's use, any prior use, the elements or the age of such portion
of  the  Premises), including, without limiting the generality of the foregoing,
all equipment or facilities specifically serving the Premises, such as plumbing,
heating,  air  condoning, ventilating, electrical, lighting facilities, boilers,
HVAC  system, fired or unfired pressure vessels, fire hose connections if within
the  Premises,  fixtures,  interior  walls, interior suffices of exterior walls,
ceilings,  floors, windows, doors, plate glass, and skylights, but excluding any
items  which  are  the responsibility of Lessor pursuant to Paragraph 7.2 below.
Lessee,  in  keeping  the  Premises  in  good order, condition and repair, shall
exercise  and  perform  good  maintenance  practices. Lessee's obligations shall
include  restorations,  replacements  or  renewals  when  necessary  to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and  state  of  repair.

     (b) Lessee shall, at Lessee's sole cost and expense, procure and maintain a
contract,  with copies to Lessor, in customary form and substance for and with a
contractor  specializing  and  experienced  m  the  inspection,  maintenance and
service  of  the  heating,  air  conditioning  and  ventilation  system  for the
Premises.

<PAGE>

                (c)  If  Lessee fails to perform Lessee's obligations under this
Paragraph  7.1,  Lessor  may  enter upon the Premises after ten (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, in accordance with Paragraph
13.2  below.


<PAGE>
     (d) In the event the elevator for the building shall become inoperable, and
Lessor  shall  fail  to initiate efforts to repair the same after receipt of two
written  24-hour  notices  to repair the elevator from Lessee, Lessee shall have
the  right,  exercisable  at  Lessee's  option,  of  procuring the services of a
contractor  specializing  and  experienced  in  the  inspection, maintenance and
service  of elevators to effect repairs upon said elevator, whose services shall
be billable directly to Lessor. Notwithstanding the foregoing, Lessee shall have
no  right to deduct or offset the cost of such repair from any rental payment or
any  other  sums  which  Lessee  shall be responsible to pay to Lessor under the
terms  of  this  Lease.

     7.2  LESSOR'S  OBLIGATIONS.  Subject  to the provisions of 4.2 (Common Area
Operating  Expenses),  6  (Use),  7.1  (Lessee's  Obligations),  9  (Damage  or
Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to
Paragraph  4.2,  shall keep in good order, condition and repair the foundations,
exterior  walls,  structural condition of interior bearing walls, exterior roof;
fire  sprinkler  and/or  standpipe and hose ('if located in the Common Areas) or
other  automatic  fire  extinguishing  system  including fire alarm and/or smoke
detection  systems  and  equipment,  fire  hydrants,  parking  lots,  walkways,
parkways,  driveways, landscaping, fences, signs and utility systems serving the
Common  Areas and all parts thereof, as well as providing the services for which
there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall
further  be  responsible  for  keeping  in  good order, condition and repair any
mechanical  systems  servicing  the  Building  as  a  whole  and  not merely the
Premises,  the expenses of such upkeep and repair to be treated as a Common Area
Operating  Expense pursuant to Paragraph 4.2 of this Lease. Lessor shall further
be  responsible  to  deliver  to  the  Premises  as  soon as reasonably possible
following  the  commencement  of  Lessee's  occupancy of the Premises under this
Lease  a  working  and functional HVAC system; however, following such delivery,
Lessor  shall  have  no  responsibility  whatsoever  for  the  repair,  upkeep,
maintenance  or  replacement  of said HVAC system or any component part thereof,
and  all  such  repair,  upkeep,  maintenance  and  repair  shall  be  the  sole
responsibility  of  Lessee and at Lessee's sole cost and expense under Paragraph
7.1  of  this  Lease.  Lessor  shall  not  be obligated to paint the exterior or
interior  surfaces  of exterior walls nor shall Lessor be obligated to maintain,
repair  or  replace  windows,  doors  or  plate  glass  of  the Premises. Lessee
expressly  waives  the  benefit  of any statute now or hereafter in effect which
would  otherwise  afford Lessee the right to make repairs at Lessor's expense or
to  terminate  this  Lease  because  of  Lessor's  failure to keep the Building,
Project  or  Common  Areas  in  good  order,
condition  and  repair.

     7.3  UTILITY  INSTALLATIONS,  TRADE  FIXTURES,  ALTERATIONS.

     (a)  DEFINITIONS;  CONSENT  REQUIRED.  The  term "Utility Installations" is
used  in  this  Lease  to  refer  to  all  air,  lines, power panels, electrical
distribution,  security,  fire  protection  systems,  communications  systems,
lighting  fixtures,  heating,  ventilating  and  air  conditioning  equipment,
plumbing, and fencing in, on or about the Premises. The term "Alterations" shall
mean  any  modification  of the improvements on the Premises, other than Utility
Installations  or Trade Fixtures. Lessee shall not make nor cause to be made any
Alterations or Utility Installations in, on, under or about the Premises without
Lessor's  prior  written  consent.

<PAGE>


<PAGE>
     (b)  CONSENT.  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.  All consents given by Lessor,
whether  by  virtue of Paragraph 7.3(a) or by subsequent specific consent, shall
be  deemed  conditioned  upon:  (i)  Lessee's  acquiring  all applicable permits
required  by  governmental  authorities;  (ii)  the furnishing of copies of such
permits  together with a copy of the plans and specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii)  the  compliance by Lessee with all conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations  or  Utility Installations by Lessee
during  the  term  of this Lease shall be done in a good and workmanlike manner,
with  good  and  sufficient  materials, and be in compliance with all Applicable
Requirements.  Lessee shall promptly upon completion thereof furnish Lessor with
as-built  plans and specifications therefor. Lessor may, (but without obligation
to  do  so)  condition  its  consent  to  any  requested  Alteration  or Utility
Installation that costs $20,000.00 or more upon Lessee's providing Lessor with a
lien  and  completion  bond  in  an  amount  equal to one and one-half times the
estimated  cost  of  such  Alteration  or  Utility  Installation.

     (c)  LIEN  PROTECTION.  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  seared  by  any  mechanic's  or
materialmen's  lien  against  the Premises or any interest therein. Lessee shall
give Lessor not less than ten (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  in  or  on  the  Premises  as  provided
by  law.  If Lessee shall, in good faith, 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  against  the Lessor or the
Premises.  If Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory  to  Lessor  in
an  amount  equal  to  one  and one-half times the amount of such contested lien
claim or demand, indemnifying Lessor against liability for the same, as required
by  law  for  the  holding  of the Premises free from the effect of such lien or
claim.

     (d)  Upon  execution  of  this Lease, Lessee shall make improvements to the
Premises  to  ready  the  same for its operation for the Permitted Use described
above,  such  improvements  subject to the consent of Lessor as provided in this
Paragraph  7.3.  Lessee shall expend not less than Five Hundred Thousand Dollars
($500,000.00)  on such improvements, but in no event shall be required to expend
in  excess of One Million Dollars ($1,000,000.00) on such improvements. Prior to
any construction to and/or alteration of Premises, Lessee will provide to Lessor
a  completion  bond in an amount equal to 1 2 times the estimated amount of said
construction  and/  or  alteration.

     7.4  OWNERSHIP,  REMOVAL,  SURRENDER,  RESTORATION,  AND SECURITY INTEREST.

     (a)  OWNERSHIP.  All  Alterations  and  Utility  installations  made to the
Premises  by Lessee shall be the property of and owned by Lessor, and considered
a part of the Premises. Upon expiration of the Original Term and any renewal tam
of  this Lease, or upon any eerier termination of this Lease, all Trade Fixtures
installed  in  the  Premises  at  any time shall be the property of and owned by
Lessor,  and  considered  a  part  of  the  Premises.

     (b)  REMOVAL.  Unless  otherwise agreed in writing, Lessor may require that
any  or all Alterations or Utility Installations be removed by the expiration or
earlier  termination

<PAGE>

of  this  Lease, notwithstanding that their installation may have been consented
to  by  Lessor. Lessor may require the removal at any time of all or any part of
any  Alterations  or  Utility Installations made without the required consent of
Lessor.


<PAGE>
     (c)  SURRENDER/RESTORATION.  Lessee shall surrender the Premises by the end
of  the  last  day  of the Lease term or any earlier termination date, 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 or by Lessee performing all of its obligations under this Lease. Except
as  otherwise  agreed  or  specified herein, the Premises, as surrendered, shall
include  the  Alterations,  Utility  Installations,  and all Trade Fixtures. The
obligation  of  Lessee  shall  include the repair of any damage to the Premises,
Trade  Fixtures,  Alterations  and  Utility  Installations,  and  the  removal,
replacement  or  remediation of any soil, material or ground water contamination
by  Lessee,  all  as may then be required by Applicable Requirements and/or good
practice.

     (d) SECURITY AGREEMENT.  Lessee hereby grants to Lessor a lien and security
interest  on  all  property  of  Lessee  now  or hereafter placed in or upon the
Premises  including,  but  not  limited  to, all fixtures, machinery, equipment,
furnishings  and  other  articles  of personal property, and all proceeds of the
sale  or  other disposition of such property (collectively, the "Collateral") to
secure the payment of all rent to be paid by Lessee pursuant to this lease. Such
lien  and security interest shall be in addition to any landlord's lien provided
by  the  law.  This  Lease  shall  constitute  a  security  agreement  under the
California Commercial Code so that Lessor shall have and many enforce a security
interest  in the Collateral. Lessee agrees to execute as debtor and deliver such
financing statement or statements and any further documents as Lessor may now or
hereafter  reasonably request to protect such security interest pursuant to such
Code.  Lessor  may  also  at  any  time  file  a copy of this lease as financing
statement.  Lessor,  as  secured  party,  shall  be  entitled  to all rights and
remedies  afforded  a  secured  party under such Code, which rights and remedies
shall  be  inn  addition  to Lessor's liens and rights provided by law or by the
other  terms  and  provisions  of  this  Lease.

8.  INSURANCE;  INDEMNITY.

     8.1  PAYMENT  OF  PREMIUMS.  The  cost  of  the  premiums for the insurance
policies maintained by Lessor under this Paragraph 8 or which will be maintained
during  the  term  of this Lease or any option renewal period thereof shall be a
Common  Area  Operating  Expense  pursuant to Paragraph 4.2 hereof. Premiums for
policy  periods commencing prior to, or extending beyond, the term of this Lease
shall  be  prorated  to  coincide  with  the  corresponding Commencement Date or
Expiration  Date.

     8.2  LIABILITY  INSURANCE.

     (a)  CARRIED  BY  LESSEE.  Lessee shall obtain and keep in force during the
terra  of  this  Lease  a  Commercial  General  Liability  policy  of  insurance
protecting  Lessee,  Lessor  and any Lender(s) whose names have been provided to
Lessee  in  writing  (as  additional insureds) against claims for bodily injury,
personal  injury and property damage based upon, involving 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  Two  Million  Dollars
($2,000,000.00) per occurrence with an "Additional Insured - Managers or Lessors
of  Premises" endorsement and contain the "Amendment of the Pollution Exclusion"

<PAGE>


<PAGE>
endorsement  for  damage  caused  by  heat, smoke or fumes from 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 (including but not limited to Paragraph 8.7 below). The limits
of  said  insurance  required  by  this Lease or as carried by Lessee shall not,
however,  limit  the  liability  of  Lessee nor relieve Lessee of any obligation
hereunder.  All  insurance  to  be 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. Both Lessor and Lessee shall be named as
additional  insureds,  and  the  policies  shall  contain  cross-liability
endorsements. Upon request from Lessor, Lessee shall provide Lessor with written
evidence  that  such  insurance is in force. If Lessee shall fail to procure and
maintain  such  insurance  the Lessor may, but shall not be required to, procure
and  maintain  same at the expense of Lessee and the cost thereof, together with
interest  thereon  at  the rate of ten (10%) percent per annum, shall become due
and  payable  as  additional rental to Lessor together with Lessee's next rental
installment.


     (b)  CARRIED  BY  LESSOR.  Lessor  shall  also maintain liability insurance
described  in  Paragraph  8.2(a)  above,  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  has obtained or shall obtain and
keep  in force during the term of this Lease a policy or policies in the name of
Lessor,  with loss payable to Lessor and to any Lender(s), insuring against loss
or damage to the Building. Such insurance shall be for full replacement cost, as
the same shall exist from time to time, or the amount required by any Lender(s),
but  in  no  event more than the commercially reasonable and available insurable
value  thereof  if,  by  reason  of the unique nature or age of the improvements
involved,  such  latter  amount is less than full replacement cost. The costs of
such  insurance  shall  be  treated  as  a  Common  Area Operating Expense under
Paragraph  4.2  of  this  Lease,  with Lessee required to pay to Lessor Lessee's
Share thereof as defined in Paragraph 1.6 of this Lease. Alterations and Utility
Installations, Trade Fixtures and Lessee's personal property shall be insured by
Lessee  pursuant to Paragraph 8.4. If the coverage is available and commercially
appropriate,  Lessor's  policy  or  policies  shall  insure against all risks of
direct  physical  loss  or  damage  (including  coverage for the perils of flood
and/or  earthquake),  including coverage for any additional costs resulting from
debris  removal  and  reasonable  amounts of coverage for the enforcement of any
ordinance  or  law  regulating  the  reconstruction  or  repent of any undamaged
sections  of  the Building required to be demolished or removed by reason of the
enforcement  of any building, zoning, safety or land use laws as the result of a
covered  loss,  but not including plate glass insurance. Said policy or policies
shall  also  contain  an  agreed valuation provision in lieu of any co-insurance
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  US.  Department of Labor Consumer Price Index for All
Urban  Consumers  for  the  city  nearest  to  where  the  Premises are located.

     (b)  RENTAL  VALUE.  Lessor  shall also obtain and keep in force during the
term of this Lease a policy or policies in the name of Lessor, with loss payable
to  Lessor  and  any  Lender(s),  insuring the loss of the full rental and other
charges payable by all lessees of the Building to Lessor for one year (including
all Real Property Taxes, insurance costs, all Common Area Operating Expenses and
any  scheduled  rental  increases).  Said  insurance

<PAGE>

may  provide  that  in the event the Lease is terminated by reason of an insured
loss the period of indemnity for such coverage shall be extended beyond the date
of  the completion of repairs or replacement of the Premises, to provide for one
full  year's  loss  of  rental  revenues  from  the  date of any such loss. Said
insurance  shall  contain  an  agreed  valuation  provision  in  lieu  of  any
co-insurance  clause,  and  the amount of coverage shall be adjusted annually to
reflect  the  projected  rental  income,  Real Property Taxes, insurance premium
costs  and  other  expenses,  if  any,  otherwise payable, for the next 12-month
period.  The costs of such insurance shall be treated as a Common Area Operating
Expense under Paragraph 4.2 of this Lease, with Lessee required to pay to Lessor
Lessee's  Share  thereof  as defined by Paragraph 1.6 of this Lease. Common Area
Operating  Expenses  shall further include any deductible amount in the event of
such  loss.


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

     8.4  LESSEE'S  PROPERTY  DAMAGE  INSURANCE.  Subject to the requirements of
Paragraph  8.5,  Lessee  at  its sole cost and expense shall, either by separate
policy  or,  at  Lessor's  option,  by  endorsement to a policy already carried,
maintain during the term of this Lease (and any extension of the term thereof by
exercise  of option) property damage insurance coverage on all personal property
in,  on  or  about  the  Premises  (whether that of Lessee, Lessor, or any other
person),  Trade  Fixtures  and  Alterations and Utility Installations in, on, or
about  the  Premises,  with  property damage limits of not less than One Million
Dollars  ($1,000,000.00),  Property  damage insurance under such policy shall be
similar  in  scope  of  coverage  to that carved by Lessor as the Insuring Party
under  Paragraph  8.3(a),  excepting  that:  (a)  such  insurance  shall be full
replacement  cost coverage with a deductible not to exceed $5,000 per occurrence
;  and  (b) such insurance shall specifically provide coverage for the perils of
flood  and  earthquake  if  commercially  available  and  appropriate, and shall
include  plate  glass  insurance.  The proceeds from any such insurance shall be
used  by  Lessee for the replacement of personal property and the restoration of
Trade  Fixtures  and Alterations and Utility Installations. Said insurance shall
further  insure  performance  by Lessee of the indemnity provisions in Paragraph
8.7  below,  but  the  limits  of  such  insurance shall not, however, limit the
liability  of  Lessee  hereunder.  Both  Lessor  and  Lessee  shall  be named as
additional  insureds,  and  the  policies  shall  contain  cross-liability
endorsements. Upon request from Lessor, Lessee shall provide Lessor with written
evidence  that  such  insurance is in force. If Lessee shall fail to procure and
maintain  such  insurance  the Lessor may, but shall not be required to, procure
and  maintain  same at the expense of Lessee and the cost thereof, together with
interest thereon at the rate often (10%) percent per annum, shall become due and
payable  as  additional  rental  to  Lessor  together  with Lessee's next rental
installment.

     8.5  INSURANCE POLICIES.  Insurance required her shall be in companies duly
licensed  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+,  A, or such other rating as may be required by a Lender, as set forth in the
most  current  issue  of  "Best's  Insurance  Guide."

     Lessee  shall  not  do or permit to be done anything which shall invalidate
the insurance policies referred to in this Paragraph 8. Lessee shall cause to be
delivered  to Lessor, within seven (7) days a after the Early Possession Date or
the  Commencement  Date,  certified  copies  of,  or certificates evidencing the
existence and amounts of, the insurance required under Paragraph 8.2(a) and 8.4.
No  such  policy  shall  be  cancelable  or subject to modification except after
thirty  (30)  days' prior written notice to Lessor. Lessee shall at least thirty
(30) days prior to the expiration of such policies, furnish Lessor with evidence
of  renewals  or  "insurance  binders"

<PAGE>

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.


<PAGE>
     8.6  WAIVER  OF  SUBROGATION.  Without  affecting  any  other  rights  or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their  entire  right to recover damages (whether in contract or in tort) against
the  other,  for  loss or damage to their property arising out of or incident to
the  perils required to be insured against under Paragraph 8. The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount  of  insurance  carried  or  required,  or  by any deductibles applicable
thereto.  Lessor  and  Lessee agree to have their respective insurance companies
issuing  property  damage  insurance  waive  any  right to subrogation that such
companies  may have against Lessor or Lessee, as the case may be, so long as the
insurance  is  not  invalidated  thereby.

     8.7  INDEMNITY.  Except  for  situations arising proximately from or out of
Lessor's willful misconduct and/or breach of this Lease, 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, costs, liens, judgments, penalties, loss
of  permits,  attorneys'  and  consultants'  fees,  expenses  and/or liabilities
arising  out of, involving, or in connection with, the occupancy of the Premises
by  Lessee,  the  conduct  of Lessee's business, any act, omission or neglect of
Lessee,  its  agents, contractors, employees or invitees, and out of any Default
or  Breach  by Lessee in the performance in a timely manner of any obligation on
Lessee's part to be performed under this Lease. The foregoing shall include, but
not  be  limited  to,  the  defense  or  pursuit  of  any claim or any action or
proceeding  involved  therein,  and  whether  or not (in the case of claims made
against  Lessor)  litigated  and/or  reduced  to judgment. In case any action or
proceeding  be brought against Lessor by reason of any of the foregoing matters,
Lessee  upon  notice  from  Lessor  shall 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
so  indemnified.

     8.8  EXEMPTION  OF  LESSOR  FROM  LIABILITY.  Except for situations arising
proximately  from  or  out  of Lessor's willful misconduct and/or breach of this
Lease,  Lessor  shall not be liable for injury or damage to the person or goods,
wares, merchandise or other property of Lessee, of Lessor in Lessee's Premises ,
or  of Lessee's employees, contractors, invitees, customers, or any other person
in or about the Premises, whether such damage or injury is caused bar 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,  air conditioning or lighting fixtures, or from any other
cause,  whether  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,  from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other  lease  in  the  Project. Notwithstanding Lessor's negligence or breach of
this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business  or  for  any  loss  of  income  or  profit  therefrom.

9.  DAMAGE  OR  DESTRUCTION.

     9.1  DEFINITIONS.

     (a)  "PREMISES  PARTIAL  DAMAGE"  shall  mean  damage or destruction to the
Premises, other than Trade Fixtures, Alterations and Utility Installations , the
repair  cost  of which damage or destruction is less than fifty percent (50%) of
the  then  Replacement

<PAGE>

Cost (as defined in Paragraph 9.1(d)) of the Premises (excluding Trade Fixtures,
Alterations  and  Utility  Installations)  immediately  prior  to such damage or
destruction.


<PAGE>
     (b)  "PREMISES  TOTAL  DESTRUCTION" shall mean damage or destruction to the
Premises,  excluding Trade Fixtures, Alterations and Utility Installations , the
repair cost of which damage or destruction is fifty percent (50%) or more of the
then Replacement Cost of the Premises (excluding Trade Fixtures, Alterations and
Utility  Installations)  immediately  prior  to  such  damage or destruction. In
addition,  damage  or  destruction  to  the  Building (excluding Trade Fixtures,
Alterations  and Utility Installations), the cost of which damage or destruction
is  fifty  percent  (50%)  or  more of the then Replacement Cost of the Building
(excluding  Trade Fixtures, Alterations and Utility Installations) shall, at the
option  of  Lessor,  be  deemed  to  be  Premises  Total  Destruction.


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

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

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

     9.2  PREMISES  PARTIAL  DAMAGE  - INSURED LOSS.  If Premises Partial Damage
that  is  an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such  damage  (but not Trade Fixtures, Alterations and Utility Installations) as
soon  as  reasonably  possible  and  this Lease shall continue in full force and
effect.  In  the  event, however, that there is a shortage of insurance proceeds
and such shortage is due to the fact that by, reason of the unique nature of the
improvements  in  the Premises, 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  text  (10) days following receipt of written notice of such shortage and
request  therefor.  If  Lessor receives said funds or adequate assurance thereof
within  said  ten  (10)  day  period,  Lessor  shall  complete  them  as soon as
reasonably  possible  and  this  Lease shall remain in full force and effect. If
Lessor  does  not receive such funds or assurance within said period, Lessor may
nevertheless  elect  by written notice to Lessee within ten (10) days thereafter
to  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. If Lessor does not receive such funds or
assurance  within  such text (10) day period, and if Lessor does not so elect to
restore  and  repair,  then this Lease shall terminate sixty (60) days following
the  occurrence  of  the  damage or destruction. Unless otherwise agreed, Lessee
shall  in  no  event  have  any right to reimbursement from Lessor for 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 rather than
Paragraph  9.2,  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.

<PAGE>


<PAGE>
     9.3  PARTIAL  DAMAGE  - UNINSURED LOSS.  If Premises Partial Damage that is
not an Insured Loss occurs unless caused by a negligent or willful act of Lessee
(  in  which  event  Lessee  shall make the repairs at Lessee's expense and this
Lease  shall  continue  in full force and effect), Lessor may at Lessor's option
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)  give  written  notice  to  Lessee within thirty (30) days after receipt by
Lessor  of  the knowledge of the occurrence of such damage of Lessor's desire to
terminate  this  Lease  as  of  the  date  sixty (60) days following the date of
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  repair of such damage totally at Lessee's expense and without
reimbursement  from  Lessor. Lessee shall provide Lessor with the required funds
or  satisfactory  assurance  thereof  within  thirty  (30)  days  following such
commitment from Lessee. In such event this Lease shall continue m 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 give such
notice  and  provide  the  funds or assurance thereof within the times specified
above, this Lease shall terminate as of the date specified in Lessor's notice of
termination.

     9.4  TOTAL  DESTRUCTION.  If  Premises Total Destruction occurs at any time
during  the  first  three  (3)  years of the Original Term of this Lease, Lessor
shall be required to rebuild the Premises in the same manner, and subject to the
same terms, conditions, and limitations as set forth in Paragraphs 9.2 above, as
if Premises Partial Damage had occurred, provided, however, that notwithstanding
any  other  language  to  the  contrary or other provision of this Lease, Lessor
shall not be required to perform any rebuilding of the Premises as the result of
Premises  Total  Destruction  which exceeds in amount the total of any insurance
proceeds  actually  received  by Lessor for such Premises Total Destruction plus
any  additional  funds  actually provided by Lessee to Lessor to cover repair of
Premises  Total  Destruction.  Notwithstanding  any  other  provision hereof, if
Premises  Total  Destruction  occurs  (including any destruction required by any
authorized  public authority) at any time following the first three (3) years of
the  Original  Term  of  this  Lease, this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an insured Loss or was caused by a negligent or willful act of
Lessee.  In  the  event,  however,  that the damage or destruction was caused by
Lessee,  Lessor  shall  have  the  right to recover Lessor's damages from Lessee
except  as  released  and  waived  in  Paragraph  9.7.

     9.5  DAMAGE  NEAR  END OF TERM.  If any time during the last six (6) months
of  the  term 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, at Lessor's
option,  terminate  this  Lease  effective sixty (60) days following the date of
occurrence  of  such  damage  by  giving  written  notice  to Lessee of Lessor's
election  to  do so within thirty (30) days after the date of occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend  this  Lease  or  to purchase the Premises, then Lessee mar 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 ten (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  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  as of the date set forth in the first sentence of this Paragraph 9.5.


<PAGE>


<PAGE>
     9.6  ABATEMENT  OF  RENT.  In  the  event of (i) Premises Partial Damage or
(ii)  Hazardous Substance Condition for which Lessee is not legally responsible,
the Base Rent, Common Area Operating Expenses and other charges, if any, payable
by  Lessee  hereunder  for the period during which such damage or condition, its
repair,  remediation  or restoration continues, shall be abated in proportion to
the  degree to which Lessee's use of the Premises is impaired, but not in excess
of proceeds from insurance required to be carried under Paragraph 8.3(b). Except
for abatement of Base Rent, Common Area Operating Expenses and other charges, if
any,  as aforesaid, all other obligations of Lessee hereunder shall be performed
by Lessee, and Lessee shall have no claim against Lessor for any damage suffered
by  reason  of any such damage, destruction, repair, remediation or restoration.

     9.7  HAZARDOUS  SUBSTANCE  CONDITIONS.  If  a Hazardous Substance Condition
occurs,  unless  Lessee  is  legally  responsible therefor (in which case Lessee
shall  make  the  investigation  and  remediation thereof required by Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to  Lessor's  rights  under  Paragraph  6.28  and  Paragraph  13), Lessor may at
Lessor's  option  either  (J) 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 investigate and remediate such condition exceeds twelve (12)
times  the then monthly Base Rent or $100,000 whichever is greater, give written
notice to Lessee within thirty (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 sixty (60) days following the ,date of such
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  excess  costs  of  (a)  investigation and remediation of such
Hazardous Substance Condition to the extent required by Applicable Requirements,
over  (b)  an  amount  equal  to twelve (12) times the then monthly Base Rent or
$100,000,  whichever  is  greater.  Lessee  shall  provide Lessor with the funds
required  of  Lessee  or  satisfactory assurance thereof within thirty (30) days
following  said commitment by Lessee. In such event this Lease shall continue in
full  force  and effect, and Lessor shall proceed to make such investigation and
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  period  specified above, this Lease shall
terminate  as  of  the  date  specified  in  Lessor's  notice  of  ton.

     9.8  TERMINATION  -  ADVANCE  PAYMENTS.  Upon  termination  of  this  Lease
pursuant  to this Paragraph 9, Lessor shall return to Lessee any advance payment
made  by  Lessee  to  Lessor and so much of Lessee's Security Deposit as has not
been,  or  is  not  then  required to be, used by Lessor under the terms of this
Lease.

     9.9  WAIVER  OF  STATUTES.  Lessor  and Lessee agree-that the terms of this
Lease  shall  govern  the effect of any damage to or destruction of the Premises
and  the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.

10.  REAL  PROPERTY  TAXES.

     10.1  PAYMENT  OF  TAXES.  Lessor  shall  pay  the  Real Property Taxes, as
defined  in  Paragraph  10.2, applicable to the Project, and except as otherwise
provided  in  Paragraph  10.3,  any  such  amounts  shall  be  included  in  the
calculation  of  Common  Operating Expenses in accordance with the provisions of
Paragraph  4.2.

<PAGE>


<PAGE>
     10.2  REAL  PROPERTY  TAX  DEFINITION.  As  used  herein,  the  term  "Real
Property  Taxes"  shall  include  any  form  of  real  estate tax or assessment,
general,  special,  ordinary  or  extraordinary, and any license fee, commercial
rental  tax,  improvement  bond  or  bonds, levy or tax (other than inheritance,
personal  income  or  estate  taxes)  imposed  upon the Project by any authority
having the direct or indirect power to tax, including any city, state or federal
government,  or  any  school, agricultural, sanitary, fire, street, drainage, or
other  improvement  district  thereof  levied  against  any  legal  or equitable
interest of Lessor in the Project or any portion thereof; Lessor's right to rent
or other income therefrom, and/or Lessor's business of leasing the Premises. The
term  "Real Property Taxes" shall also include any tax, fee, levy, assessment or
charge,  or  any  increase  therein,  unposed  by reason of events occurring, or
changes  in  Applicable  Law  taking  effect,  during  the  term  of this Lease,
including  but not limited to a change in the ownership of the Project or in the
improvements  thereon,  the  execution  of  this  Lease,  or  any  modification,
amendment  or  transfer thereof, and whether or not contemplated by the Parties.
In  calculating  Real  Property  Taxes  for any calendar year, the Real Property
Taxes  for any real estate tax year shall be included in the calculation of Real
Property  Taxes  for such calendar year based upon the number of days which such
calendar  year  and  tax  year  have  in  common.

     10.3  ADDITIONAL  IMPROVEMENTS.  Common  Area  Operating Expenses shall not
include  Real  Property  Taxes  specified in the tax assessor's records and work
sheets  as  being  caused  by additional improvements placed upon the Project by
other  lessees  or  by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding  Paragraph  10.1 hereof; Lessee shall, however, pay to Lessor at
the  time  Common  Area  Operating Expenses are payable under Paragraph 4.2, the
entirety  of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by
Lessee  or  at  Lessee's  request.

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

     10.5  LESSEE'S  PROPERTY  TAXES.  Lessee shall pay prior to delinquency all
taxes  assessed  against  and levied upon Alterations and Utility Installations,
Trade  Fixtures,  furnishings,  equipment  and  all  personal property of Lessee
contained  in  the  Premises or stored within the Project. When possible, Lessee
shall  cause 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 property shall be assessed
with  Lessor's  real  property,  Lessee shall pay Lessor the taxes applicable to
Lessee's  property  within  ten  (10)  days after receipt of a written statement
setting  forth  the  taxes  applicable  to  Lessees  property.

11.  UTILITIES.  Lessor shall not provide any utility service (including but not
limited  to  telephone,  gas,  electricity, etc.) to Lessee or the Premises. All
utilities  required  by  Lessee  and  for  the  Premises shall (if available) be
obtained  by Lessee and installed by the appropriate utility company, and Lessee
shall  cause  all such utilities to be separately metered to Lessee. All charges
for  such  utility services, including installation, shall be billed directly to
Lessee by such utility. Lessee shall pay directly for all utilities and services
supplied  to  the  Premises, together with any taxes thereon, and shall make all
payments  to  said  utility  providers  when  the  same  are  due.

12.  ASSIGNMENT  AND  SUBLETTING.

     12.1  LESSOR'S  CONSENT  REQUIRED.

<PAGE>


<PAGE>
     (a)  Lessee  shall not voluntarily or by operation of law assign, transfer,
mortgage  or  otherwise  transfer or encumber (collectively, "assign") or sublet
all  or  any  part of Lessee's interest in this Lease or in the Premises without
Lessor's prior written consent given under and subject to the terms of Paragraph
36. Notwithstanding any language to the contrary in this Paragraph 12 or in this
Lease, Lessor shall be deemed to have given its written consent by the execution
of  this  Lease  to  the  assignment,  transfer, or subletting by Lessee of this
Lease,  or any portion of Lessee's rights in and to the occupancy and use of the
Premises  under  this  Lease, to any subsidiary or affiliate of Lessee, provided
that  Lessee shall remain fully liable to Lessor for the full performance of all
terms:  provisions,  covenants, conditions, and promises set forth in this Lease
following  said  assignment,  transfer,  or  subletting.  For  purposes  of this
Paragraph  12,  an  "affiliate"  of Lessee shall mean any entity in which Lessee
owns more than fifty percent (50%) of the outstanding ownership interests or any
entity  that  is  under  common  control  with  Lessee.

     (b)  A  change  in  over fifty percent (50%) of the control of Lessee shall
constitute  an  assignment  requiring  Lessor's  consent.  The  transfer,  on  a
cumulative  basis,  of over fifty percent (50%) or more of the voting control of
Lessee  shall  constitute  a  change  in  control  for  this  purpose.

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

     (d)  An assignment or subletting of Lessee's interest in this Lease without
Lessor's  specific  prior written consent shall, at Lessors option, be a Default
arable  after  notice  per  Paragraph  13.1, or a non-curable Breach without the
necessity  of  any  notice  and  grace  period.  If  Lessor elects to treat such
unconsented  to  assignment  or  subletting as a noncurable Breach, Lessor shall
have  the  right  to  either. (i) terminate this Lease, or (ii) upon thirty (30)
days' written notice ("Lessor's Notice"), increase the Monthly Base Rent for the
Premises to the greater of the then fair market rental value of the Premises, as
reasonably  determined  by  Lessor,  or  one  hundred  ten percent (110%) of the
Monthly  Base  Rent then in effect. Pending determination of the new fair market
rental  value,  if  disputed by Lessee, Lessee shall pay the amount set forth in
Lessor's  Notice,  with any overpayment credited against the next installment(s)
of  Monthly  Base  Rant  coming  due,  and  any  underpayment  for  the  period
retroactively  to  the  effective  date  of the adjustment being due and payable
immediately upon the determination thereof. Further, in the event of such Breach
and  rental  adjustment,  (i)  the  purchase price of any option to purchase the
Premises  held by Lessee shall be subject to similar adjustment to the then fair
market  value  as  reasonably  determined  by  Lessor  (without  the Lease being
considered an encumbrance or any deduction for depreciation or obsolescence, and
considering  the  Premises at its highest and best use and in good condition) or
one  hundred  ten  percent  (110%)  of the ,price previously in effect, (ii) any
index-oriented  rental  or  price  adjustment  formulas

<PAGE>

contained  in  this  Lease  shall  be adjusted to require that the base index be
determined  with  reference  to  the  index  applicable  to  the  time  of  such
adjustment,  and  (iii)  any  fixed  rental  adjustments  scheduled  during  the
remainder  of  the  Lease  term  shall be increased in the same ratio as the new
rental  bears  to  the  Monthly  Base  Rent  in  effect immediately prior to the
adjustment  specified  in  Lessor's  Notice.

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


<PAGE>
12.2  TERMS  AND  CONDITIONS  APPLICABLE  TO  ASSIGNMENT  AND  SUBLETTING.

     (a)  Regardless of Lessor's consent, any assignment or subletting shall not
(i)  be  effective  without  the  express written assumption by such assignee or
sublessee  of the obligations of Lessee under this Lease, (ii) release Lessee of
any  obligations  hereunder,  nor  (iii)  alter  the primary liability of Lessor
hereunder  or  for  the  performance of any other obligations to be performed by
Lessee  under  this  Lease.

     (b)  Lessor may accept any 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 any rent for performance shall constitute a waiver or estopped of
Lessor's  right  to exercise its remedies for the Default or Breach by Lessee of
any  of  the  terms,  covenants  or  conditions  of  this  Lease.

     (c)  The  consent  of  Lessor  to  any  assignment  or subletting shall not
constitute  a consent to any subsequent assignment or subletting by Lessee or to
any  subsequent  or  successive  assignment  or  subletting  by  the assignee or
sublessee. However, Lessor may consent to subsequent sublettings and assignments
of  the  sublease  or  any amendments or modifications thereto without notifying
Lessee  or  anyone  else  liable  under  this  Lease or the sublease and without
obtaining  their  consent,  and  such action shall not relieve such persons from
liability  under  this  Lease  or  the  sublease.

     (d) In the event of any Default or Breach of Lessee's obligation under this
Lease,  Lessor may proceed directly against Lessee, am Guarantors or anyone else
responsible  for  the  performance of the Lessee's obligations under this Lease,
including  any subleases, 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 non-refundable
deposit  of  $1,000,  as  reasonable  consideration for Lessor's considering and
processing  the  request  for consent. Lessee agrees to provide Lessor with such
other  or  additional  information  and/or  documentation  as  may be reasonably
requested  by  Lessor.

     (f)  Any  assignee  of,  or sublessee under, this Lease shall, by reason of
accepting  such  assignment  or  entering into such sublease, be deemed, for the
benefit  of  Lessor,  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

<PAGE>

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  in  writing.

     12.3  ADDITIONAL  TERMS  AND  CONDITIONS  APPLICABLE  TO  SUBLETTING.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any  part  of  the  Premises and shall be deemed included in all subleases under
this  Lease  whether  or  not  expressly  incorporated  therein:


<PAGE>
     (a)  Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in  all  rentals  and  income arising from any sublease of all or a onion of the
Premises  heretofore  or  hereafter made by Lessee, up to, but not in excess of,
amounts  due from Lessee to Lessor under this Lease, and Lessor may collect such
rent  and  income  and  apply same toward Lessee's obligations under this Lease;
provided,  however,  that  until  a  Breach (as defined in Paragraph 13.1) shall
occur  in  the performance of Lessee's obligations under this Lease, Lessee may,
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing  under  such  sublease.  Lessor  shall  not, by reason of the foregoing
provision  or  any other assignment of such sublease to Lessor, nor by reason of
the  collection of the rents from a sublessee, be deemed liable to the sublessee
for any failure of Lessee to perform and comply with any of Lessee's obligations
to  such sublessee under such Sublease. 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  the rents and other charges due and to become due under the
sublease,  up  to, but not in excess of, amounts due from Lessee to Lessor under
this Lease. Sublessee shall rely upon any such statement and request from Lessor
and  shall  pay such rents and other charges to Lessor without any obligation or
right to inquire as to whether such Breach exists and notwithstanding any notice
from  or  claim from Lessee to the contrary. Lessee shall have no right or claim
against  such  sublessee,  or,  until the Breach has been cured, against Lessor,
for.  any  such  rents  and  other  charges so paid by said sublessee to Lessor.

     (b)  In  the  event  of  a  Breach  by  Lessee  in  the  performance of its
obligations  under  this Lease, Lessor, at its option and without any obligation
to  do  so  may require any 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 other prior defaults
or  breaches  of  such  sublessor  under  such  sublease.

     (c)  Any  matter  or  thing  requiting the consent of the sublessor under a
sublease  shall  also  require  the  consent  of  Lessor  herein.

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

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

13.  DEFAULT;  BREACH;  REMEDIES.

<PAGE>

     13.1  DEFAULT  -  BREACH.  Lessor  and  Lessee agree that if an attorney is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00  is a reasonable minimum sum per such occurrence
for  legal  services  and  costs  in  the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice  as  rent  due and payable to care said default. A "Default" by Lessee is
defined  as  a  failure  by Lessee to observe, comply with or perform any of the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"Breach"  by  Lessee  is  defined  as  the  occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein,  the  failure  by Lessee to care such Default prior to the expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth  in  Paragraph  13.2:

     (a) The vacating of the Premises without the intention to reoccupy same, or
the  abandonment  of  the  Premises.

<PAGE>
     (b)  Except  as  expressly otherwise provided in this Lease, the failure by
Lessee  to  make  any  payment  of  Monthly  Base Rent, Monthly Percentage Rent,
Lessee's  Share of Common Area Operating Expenses, or any other monetary payment
required  to  be made by Lessee hereunder as and when due, the failure by Lessee
to  provide Lessor with reasonable evidence of insurance or surety bond required
under  this Lease, or the failure of Lessee to fulfill any obligation under this
Lease  which  endangers  or  threatens  life  or  property,  where  such failure
continues  for a period of three (3) days following written notice thereof by or
on  behalf  of  Lessor  to  Lessee.

     (c)  Except  as  expressly otherwise provided in this Lease, the failure by
Lessee  to  provide  Lessor  with  reasonable written evidence (in duly executed
original  form if applicable) of (i) compliance with Applicable Requirements per
Paragraph  6.3,  (ii) the inspection, maintenance and service contracts required
under  Paragraph  7.1(b),  (iii) the rescission of an unauthorized assignment or
subletting per Paragraph 12.1, (iv) a Tenancy Statement per Paragraphs 16 or 37,
(v)  the subordination or non-subordination of this Lease per Paragraph 30, (vi)
the  guaranty  of  the  performance  of Lessee's obligations under this Lease if
required  under  Paragraphs  1.11  and  37,  (vii) the execution of any document
requested  under  Paragraph 42 (easements), or (viii) any other documentation or
information  which  Lessor  may  reasonably require of Lessee under the terms of
this  lease,  where  any  such  failure  continues for a period of ten (10) days
following  written  notice  by  or  on  behalf  of  Lessor  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 that
are  to  be  observed,  complied  with  or performed by Lessee, other than those
described  in  Subparagraphs  13.1  (a),  (b)  or (c), above, where such Default
continues for a period of thirty (30) days after written notice thereof by or on
behalf  of  Lessor  to  Lessee;  provided,  however,  that  if  the
nature  of  Lessee's  Default  is  such  that  more  than  thirty  (30) days are
reasonably  required for its cure, then it shall not be deemed to be a Breach of
this  Lease  by Lessee if Lessee commences such cure within said thirty (30) day
period  and  thereafter  diligently  prosecutes  such  cure  to  completion.

     (e) The occurrence of any of the following events: (i) the making by Lessee
of  any  general  arrangement  or  assignment  for  the benefit of creditors,(i)
Lessee's  becoming  a  "debtor"  as  defined  in 11 U.S. Code Section 101 or any
successor  statute  thereto  (unless,  in  the  case of a petition filed against
Lessee,  the  same  is dismissed within 1 (60) days); (iii) the appointment of a
trustee  or  receiver  to  take  possession  of substantially of Lessee's assets
located  at  the  Premises  or  of  Lessee's  interest  in  this  Lease,  where

<PAGE>

possession  is  not  restored  to  Lessee  within  thirty (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 thirty (30) days; provided, however, in the
event  that  any  provision  of  this  Subparagraph  13.1 (e) is contrary to any
applicable  law,  such  provision  shall be of no force or effect, and shall not
affect  the  validity  of  the  remaining  provisions.

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


<PAGE>
     (g)  If  the  performance  of  Lessee's  obligations  under  this  Lease is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability  with respect to this Lease other than in accordance with the terms of
such  guaranty,  (iii)  a  Guarantor's  becoming  insolvent  or the subject of a
bankruptcy  filing,  (iv)  a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's  breach  of  its guaranty obligation on an anticipatory breach bass,
and  Lessee's  failure, within sixty (60) days following written notice by or on
behalf  of  Lessor  to  Lessee of any such event, to provide Lessor with written
alternative  assurances  of 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  affirmative  duty  or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but  without  obligation to do so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance  policies,  or  governmental licenses, permits or approvals. The costs
and  expenses  of  any  such  performance  by Lessor shall be due and payable by
Lessee  to  Lessor upon invoice therefor. If any check given to Lessor by Lessee
shall  not  be  honored  by  the bank upon which it is drawn, Lessor, at its own
option, may require all future payments to be made under this Lease by Lessee to
be  made  only  by  cashier's  check.  In the event of a Breach of this Lease by
Lessee (as defined in Paragraph 13.1), 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,  Lessor  may:

     (a)  Terminate  Lessee's  right to possession of the Premises by any lawful
means,  in  which case this Lease and the term hereof shall terminate and Lessee
shall  immediately surrender possession of the Premises to Lessor. In such event
Lessor  shall  be  entitled to recover from Lessee: (i) the worth at the time of
the  award  of 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 per form 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

<PAGE>

the  discount  rate  of the Federal Reserve Bank of San Francisco or the Federal
Reserve  Bank  District  in  which the Premises are located at the time of award
plus  one percent (1%). Efforts by Lessor to mitigate damages caused by Lessee's
Default  or  Breach  of  this  Lease  shall  not waive Lessor's right to recover
damages  under  this  Paragraph  13.2.  If termination of this Lease is obtained
through  the provisional remedy of unlawful detainer Lessor shall have the right
to  recover  in  such  proceeding the 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  for  such  rent  and/or  damages.  If  a notice and grace period
required  under  Subparagraph  13.1(b),  (c)  or (d) was not previously given, a
notice  to pay rent or quit, or to perform or quit, as the case may be, given to
Lessee  under  any  statute  authorizing  the  forfeiture of leases for unlawful
detainer  shall  also constitute the applicable notice for grace period purposes
required by Subparagraph 13.1(b), (c) or (d). In such case, the applicable grace
period  under  the unlawful detainer statue shall run concurrently after the one
such  statutory notice, and the failure of Lessee to cure the Default within the
greater  of  the  two  (2)  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.


<PAGE>
     (b)  Continue  the  Lease  and  Lessee's  right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
recover  the  rent as it becomes due, provided Lessee has the right to sublet or
assign, subject only to reasonable limitations. Lessor and Lessee agree that the
limitations  on  assignment and subletting in this Lease are reasonable. Acts of
maintenance  or  preservation, efforts to relet the Premises, or the appointment
of  a  receiver  to  protect  the  Lessor's interest under this Lease, shall not
constitute  a  termination  of  the  Lessee's  right  to  possession.

     (c)  Pursue any other remedy now or hereafter available to Lessor under the
laws  or  judicial  decisions  of  the  state  wherein the Premises are located.

     (d)  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  LATE  CHARGES. Lessee hereby acknowledges that late payment by Lessee
to  Lessor of rent and other sums due hereunder 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 the
terms  of  any  ground  lease,  mortgage or deed of trust covering the Premises.
Accordingly,  if  any installment of rent or other sum due from Lessee shall not
be  received  by  Lessor  or  Lessor's  designee within ten (10) days after such
amount  shall  be  due  then,  without  any
requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal
to  six  percent (6%) of such overdue amount. The parties hereby agree that such
late  charge  represents a fair and reasonable estimate of the costs Lessor will
incur  by  reason  of late payment by Lessee.  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 Lessor from exercising any of the
other  rights and remedies granted hereunder. In the event that a late charge is
payable  hereunder,  whether  or  not  collected,  for  three  (3)  consecutive
installments  of  Monthly  Base  Rent,  then
notwithstanding  Paragraph  4.1  or  any  other  provision  of this Lease to the
contrary,  Monthly  Base  Rent  shall, at Lessors option, become due and payable
quarterly  in  advance.

<PAGE>

     13.4  BREACH BY LESSOR.  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 13.4, a reasonable
time  shall  in  no event be less than thirty (30) days after receipt by Lessor,
and  by  any Lenders) whose name and address shall have been furnished to 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 thirty (30) days after such
notice  are reasonably required for its performance, then Lessor shall not be in
breach  of  this  Lease  if performance is commenced within such thirty (30) day
period  and  thereafter  diligently  pursued  to  completion.


<PAGE>
     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  (all  of  which  are  herein  called  "condemnation"),  this  Lease shall
terminate  as to the part so taken as of the date the condemning authority takes
title  or  possession, whichever first occurs. If less than ten percent (10%) of
the floor area of the Premises is taken by condemnation, 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 the same proportion as the rentable floor
area  of  the  Premises  taken  bears  to  the  total rentable floor area of the
Premises.  If  more  than ten percent (10%) of the floor area of the Premises is
taken  by  condemnation,  Lessee  shall  have the right, exercisable at Lessee's
option, to terminate the Lease. If Lessee does not elect to terminate the Lease,
the  Monthly  Base  Rent shall be reduced in the same proportion as the rentable
area  of  the  Premises  taken  bears to the total rentable area of the Premises
prior  to the taking . No reduction of Base Rent shall occur if the condemnation
does  not  apply  to  any  portion of the Premises, and does not reduce Lessee's
parking  or  unreasonably adversely impact access to the Premises. Any award for
the  taking of all or any part of the Premises under the power of eminent domain
or  any  payment  made  under  threat of the exercise of such power shall be the
property  of  Lessor,  whether  such  award  shall  be  made as compensation for
diminution  of  value  of  the  leasehold  or  for  the taking of the fee, or as
severance  damages,  provided,  however,  that  Lessee  shall be entitled to any
compensation,  separately  awarded  to  Lessee for Lessee's relocation expenses.
Lessor  shall to the extent of its net severance damages received over and above
Lessee's  Share  of  the  legal  and  other  expenses  incurred  by Lessor m the
condemnation  matter,  repair  any  damage  to  the  Premises  caused  by  such
condemnation  authority.  Lessee  shall  be  responsible  for the payment of any
amount in excess of such net severance damages required to complete such repair.

     15.  BUSINESS  LICENSES.  Lessee shall be responsible, at its sole cost and
expense,  for  obtaining  and  continuing in valid and active status any and all
licenses and permits required from any applicable governmental authority for the
operation of a first class restaurant and catering business within the Premises.
Lessor  agrees  to  cooperate  with  and  assist  Lessee  to  such  extent as is
reasonably  necessary in the application process for obtaining such licenses and
permits,  but  shall not be required to expend any sums whatsoever in connection
therewith.

16.  TENANCY  STATEMENTS,  FINANCIAL  STATEMENTS,  ESTOPPEL  CERTIFICATES,  AND
CORPORATE  DOCUMENTS.

     16.1  TENANCY  STATEMENT.  Each  Party (as "Responding Party") shall within
ten  (10)  business  days  after  written  notice  from  the  other  Party  (the
"Requesting  Party") execute, acknowledge and deliver, to the Requesting Party a
statement  in  writing  in  a  form  similar  to  the then most current "Tenancy
Statement"  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.

<PAGE>

     16.2  FINANCIAL  STATEMENT.  Lessee  shall  provide  to  Lessor  copies  of
Lessee's  current  financial  statements  no  later  than March 15, 1996. Lessor
expressly  reserves  the  right  to  terminate  this  Lease  without any further
obligation  if  the  financial  statements  of Lessee are deemed unacceptable by
Lessor.  In  addition,  if  Lessor  desires  to  finance, refinance, or sell the
Premises  or  the Building, or any part thereof; Lessee and all Guarantors shall
deliver to any potential lender or purchaser designated by Lessor such financial
statements  of  Lessee and such Guarantors as may be reasonably required by such
lender  or purchaser, including but not limited to Lessee's financial statements
for the past three (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.

     16.3  ESTOPPEL  CERTIFICATES.  Lessee  within  ten (10) business days after
notice  from  the  Lessor,  shall  execute  and  deliver to Lessor a certificate
stating  that  this Lease is unmodified and in fill force and effect, or in full
force  and  effect  as  modified,  and stating the modification. The certificate
shall also state the amount of minimum monthly rent, the dates to which rent has
been  paid  in  advance, and the amount of any security deposit or prepaid rent,
if  any, as well as acknowledging that there are not, to that party's knowledge,
any  uncured  defaults  on  the  part  of  the  other  party, or specifying such
defaults,  it  any,  which  are  claimed.  Failure to deliver such a certificate
within the ten (10 business day period shall be conclusive upon Lessee that this
Lease is in full force and effect, that there are no uncured defaults hereunder,
and that the Lease has not been modified except as may be represented by Lessor.


<PAGE>
     16.4  CORPORATE DOCUMENTS.  Lessee, if a corporation, covenants and agrees,
promptly  upon  the execution of this Lease, to provide to Lessor: (a) a copy of
its authority from the Secretary of State of California authorizing Lessee to do
business  in  California;  and  (b)  the  location  of its registered office and
registered  agent  in  California.

     17.  LESSOR'S  LIABILITY.  The  term "Lessor" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises. In the
event  of  a  transfer  of  Lessor's title or interest m the Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any  unused  Security  Deposit  held  by  Lessor at the time of such transfer or
assignment.  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.  INTEREST  ON  PAST  DUE  OBLIGATIONS.  Any monetary payment due Lessor
hereunder,  other than late charges, not received by Lessor within ten (10) days
following the date on which it was due, shall bear interest from the date due at
the prime rate charged by the largest state chartered bank in the state in which
the Premises are located plus four (4%) per annum, but not exceeding the maximum
rate  allowed  by  law, in addition to the potential late charge provided for in
Paragraph  13.3.

     20.  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.

     21.  RENT  DEFINED.  All monetary obligations of Lessee to Lessor under the
terms  of  this  Lease  are  deemed  to  be  rent.

<PAGE>

<PAGE>
     22.  NO  PRIOR  OR  OTHER  AGREEMENTS.  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  represent  and warrant to each other 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
nature,  quality  and  character  of  the  Premises.

23.  NOTICES.

     23.1  NOTICE  REQUIREMENTS. All notices required or permitted by this Lease
shall  be  in writing and may be delivered in person (by hand or by messenger or
courier  service) or may be sent by regular, certified or registered mail or US.
Postal  Service Express Mail, with postage prepaid, or by facsimile transmission
during  normal  business hours, 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  notice  purposes.  Either  Party may by written notice to the other
specify  a  different  address  for  notice  purposes, except that upon Lessee's
taking  possession  of  the  Premises,  the  Premises  shall constitute Lessee's
address  for  the  purpose of mailing or delivering notices to Lessee. A copy of
all  notices  required  or  permitted  to  be given to Lessor hereunder shall be
concurrently  transmitted  to  such party or parties at such addresses as Lessor
may  from  time  to  time  hereafter  designate  by  written  notice  to Lessee.

     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 forty-eight (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
guarantees  next day delivery shall be deemed given twenty-four (24) hours after
delivery  of  the  same  to  the United States Postal Service or courier. If any
notice is transmitted by facsimile transmission or similar means, the same shall
be  deemed  served  of  delivered  upon  telephone  or facsimile confirmation of
receipt  of  the  transmission  thereof,  provided  a copy is also delivered via
delivery  or  mail.  If  notice is received on a Saturday or a Sunday or a legal
holiday,  it  shall  be  deemed  received  on  the  next  business  day.

     24.  WAIVERS.  No  waiver  by  Lessor of the Default or Breach of any term,
covenant  or  condition  hereof by Lessee, shall be deemed a waiver of any other
term,  covenant  or condition hereof, or of any .subsequent Default or Breach by
Lessee  of  the  same  or any other term, covenant or condition hereof. Lessor's
consent  to,  or  approval  of,  any  such  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 estopped to enforce
the  provision or provisions of this Lease requiring such consent. Regardless of
Lessor's  knowledge  of  a  Default or Breach at the time of accepting rent, the
acceptance  of  rent by Lessor shall not be a waiver of any Default or Breach by
Lessee  of  any  provision  hereof.  Any  payment  given Lessor 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.  RECORDING.  Either  Lessor  or Lessee shall, upon recent of the other,
execute,  acknowledge  and  deliver to the other a short form memorandum of this
Lease  for  recording  purposes.  The

<PAGE>

<PAGE>
Party  requesting  recordation  shall  be responsible for payment of any fees or
taxes  applicable  thereto.

     26.  NO  RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises  or  any  part  thereof beyond the expiration or earlier termination of
this  Lease.  In the event that Lessee holds over in violation of this Paragraph
26  then the Monthly Base Rent payable from and after the time of the expiration
or  earlier  termination  of  this Lease shall be increased to one hundred fifty
percent  (150%) of the Monthly Base Rent applicable during the month immediately
preceding such expiration or earlier termination. Nothing contained herein shall
be  construed  as  a  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. All rights and remedies of Lessor herein shall be cumulative,
and  none  shall  exclude any other right or remedy allowed by law or in equity.

     28.  COVENANTS AND CONDITIONS.  All provisions of this Lease to be observed
or  performed  by  Lessee  are  both  covenants  and  conditions.

     29.  BINDING  EFFECT - CHOICE OF LAW.  This Lease shall be binding upon the
Parties,  their personal representatives, successors and assigns and be governed
by  and  construed  in  accordance with the laws of the State of California. 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"), hereafter
placed by Lessor upon the real property of which the Premises are a part, to any
and  all  advances  made  on  the  security  thereof,  and  to  all  renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees  that  the  Lenders  holding any such Security Device shall have no duty,
liability  or  obligation to perform any of the obligations of Lessor under this
Lease,  but  that  in  the  event  of  Lessor's default with respect to any such
obligation,  Lessee  will  give  any  Lender  whose  name  and address have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to  Paragraph  13.4.  If  any  Lender  shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written  notice  thereof  to Lessee, this Lease and such Options shall be deemed
prior  to  such  Security  Device,  notwithstanding  the  relative  dates of the
documentation  or  recordation thereof. Lessor hereby represents and warrants to
Lessee  that the Project is not presently subject to or encumbered by any ground
lease,  mortgage,  deed  of trust or other hypothecation or security device, and
further  hereby agrees to indemnify Lessee against any loss or damage Lessee may
incur  as  a  result  of  any  breach  of  such  representation  and  warranty.

     30.2  ATTORNMENT.  Subject  to  the non-disturbance provisions of Paragraph
30.3,  Lessee  agrees  to  attorn  to  a  Lender or any other party who acquires
ownership  of  the  Premises  by  reason  of  a foreclosure of a Security Device
(including  but  not  limited  to  the  exercise  of  a  power of sale under any
instrument)  ,  and  that in the event of such foreclosure, such new owner shall
not:  (i)  be liable for any act or omission of any prior lessor or with respect
to  events,  occurring prior to acquisition of ownership, (ii) be subject to any
offsets  or  defenses which Lessee might have against any prior lessor, or (iii)
be  bound  by prepayment of more than one month's rent. Furthermore, if Lessor's
interest  in  the  Premises is transferred (except in a sale-leaseback financing
transaction),  or if any lease in a sale-leaseback transaction wherein Lessor is
the  lessee  is

<PAGE>

<PAGE>
terminated,  Lessee  shall  attorn  to  and  recognize such purchaser, assignee,
mortgagee  or  trustee  as  Lessor  under  this  Lease.  If Lessor transfers its
interest  in  the  Premises,  Lessor's  Building  or  Lessor's  Site  (except  a
sale-leaseback  financing transaction), Lessor thereupon and without further act
by  either  party  shall  be released from all liability and obligations derived
under  this Lease arising out of any act, occurrence or omission relating to the
Premises  or its Lease occurring after the consummation of such transfer. Lessee
shall  have  no  right  to  terminate  this  Lease, abate rent or deduct from or
set-off or counterclaim against Rent because of any such transfer (including any
sale-leaseback)  by  Lessor,  its  successors  or  assigns.

     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 assurance (a "non-disturbance agreement") from the
Lender  that Lessee's possession 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.

     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  Premises,  Lessee  and Lessor shall execute such
further  writings  as may be reasonably required to separately document any such
subordination  or non subordination, attornment and/or non-disturbance agreement
as  is  provided  for  herein.

     31.  ATTORNEYS'  FEES.  If  any  Party  brings  an  action or proceeding to
enforce  the  terms hereof or 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  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 of its claim or defense. The attorneys' fee award
shall  not  be  computed in accordance with any court fee schedule, but shall be
such  as to fully reimburse all attorneys' fees reasonably insured. Lessor shall
be  entitled  to  attorneys'  fees, costs and expenses insured m 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.

     32.  LESSOR'S  ACCESS  -  SHOWING  PREMISES;  REPAIRS.  Lessor and Lessor's
agents shall have the right to ester the Premises at any time, in the case of an
emergency, and otherwise at reasonable times upon prior written notice to Lessee
for  the  purpose  of  showing  the  same to prospective purchasers, lenders, or
lessees,  and making such alterations, repairs, improvements or additions to the
Premises or to the Building, as Lessor may reasonably deem necessary. Lessor may
at  any  time place on or about the Premises or Building any ordinary "For Sale"
signs  and  Lessor may at any time during the last one hundred eighty (180) days
of  the  term  hereof place on or about Premises any ordinary "For Lease" signs.
All such activities of Lessor shall be without abatement of rent or liability to
Lessee. Anything in the foregoing to the contrary notwithstanding, except in the
case  of a bona fide emergency, Lessor shall have no right to enter the Premises
for  any  purpose whatsoever during the hours of 11:00 a.m. to 3:00 p.m. and the
hours  of  6:00  p.m.  to  11:00  p.m.

     33.  AUCTIONS.  Lessee shall not conduct nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained  Lessor's  prior  written  consent.  Notwithstanding  anything  to  the
contrary  in  this Lease, Lessor shall not be obligated to exercise any standard
of  reasonableness  in  determining  whether  to  grant  such  consent.

<PAGE>

<PAGE>
     34.  SIGNS.  Lessee  shall  not  place  any  sign  upon the exterior of the
Premises  or  the  Building, except that Lessee may, with Lessor's prior written
consent,  install  on the exterior of the Building (but not on the roof) signage
indicating the name of Lessee's business so long as such signs are in a location
designated  by  Lessor,  approved  by  Lessor,  and  comply  with  Applicable
Requirements  and  the  signage  criteria established for the Project by Lessor.
Lessor's  consent to the installation of any such sign shall not be unreasonably
withheld  or  delayed.  The  installation  of any sign on the Premises by or for
Lessee  shall be subject to the provisions of Paragraph 7 (Maintenance, Repairs,
Utility  Installations,  Trade  Fixtures  and  Alterations), and Lessee shall be
solely  responsible  for  the  maintenance  and  upkeep  of said signage. Unless
otherwise  expressly agreed herein, Lessor reserves all rights to the use of the
roof  of  the  Building,  and  the  right  to  install  advertising signs on the
Building,  including  the  root  which  do  not  unreasonably interfere with the
conduct of Lessee's business. Lessor shall be entitled to all revenues from such
advertising  signs.

     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,  Lessor shall, in the event of any such surrender,
termination  or  cancellation, have the option to continue any one or all of any
existing  subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election 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.

     (a)  Except  for  Paragraph  33  hereof (Auctions) or 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)
insured  in  the  consideration  of, or response to, a request by Lessee for any
Lessor consent pertaining to this Lease or the Premises, ding but not limited to
consents  to  an  assignment or subletting or the presence or use of a Hazardous
Substance  shall  be  paid  by  Lessee  to Lessor upon receipt of an invoice and
supporting  documentation  therefor.  In  addition  to  the deposit described in
Paragraph 12.2(e), Lessor may, as a condition to considering any such request by
Lessee,  require that Lessee deposit with Lessor an amount of money (in addition
to  the Security Deposit held under Paragraph 5) reasonably calculated by Lessor
to  represent  the  cost  Lessor  will  incur  in  considering and responding to
Lessee's request. Any unused portion of said deposit shall be refunded to Lessee
without  interest.  Lessor's  consent  to  any  act, assignment of this Lease or
subletting of the Premises by Lessee 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.

     (b)  All  conditions  to  Lesson's  consent  authorized  by  this Lease are
acknowledged  by  Lessee  as being reasonable. The failure to specify herein any
particular  condition  to Lessor's consent shall not preclude the impositions 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.

37.  GUARANTOR.
<PAGE>

<PAGE>
     37.2  ADDITIONAL  OBLIGATIONS  OF GUARANTOR.  It shall constitute a Default
of  the  Lessee  under  this  Lease if any such Guarantor fails or refuses, upon
reasonable  request  by Lessor to give: (a) evidence of the due execution of the
guaranty called for by this Lease, including the authority of the Guarantor (and
of  the  party signing on Guarantor's behalf) to obligate such Guarantor on said
guaranty,  and  resolution  of  its board of directors authorizing the making of
such  guaranty  together with a certificate of incumbency showing the signatures
of  the  persons  authorized  to  sign  on  its  behalf,  (b)  current financial
statements  of  Guarantor  as  may from time to time be requested by Lessor, 8 a
Tenancy  Statement,  or  (d)  written confirmation that the guaranty is still in
effect.

     38.  QUIET  POSSESSION. Upon payment by Lessee of the rent for the Premises
and  the  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  of  the Premises for the entire term hereof subject to all of
the  provisions  of  this  Lease.

39.  OPTIONS.

     39.1  DEFINITION.  As  used  in  this  Lease,  the  word  "Option"  has the
following  meaning:  (a)  the right to extend the term of this Lease or to renew
this  Lease or to extend or renew any lease that Lessee has on other property of
Lessor,  (b)  the  right  of first refusal to lease the Premises or the right of
first  offer  to lease the Premises or the right of first refusal to lease other
property  of  Lessor  or  the  right  of  first offer to lease other property of
Lessor,  8  the right to purchase the Premises, or the right of first refusal to
purchase  the Premises, or the right of first offer to purchase the Premises, or
the right to purchase other property of Lessor, or the right of first refusal to
purchase other property of Lessor, or the right of first offer to purchase other
property  of  Lessor.

     39.2  ASSIGNMENT  OF  OPTIONS.  The  Options  herein  granted to Lessee are
assignable  only  as a part of an assignment of this Lease, and no Option may be
separated  from  this  Lease  in  any  manner,  by  reservation  or  otherwise.

     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  to  extend  or  renew  this  Lease  have been validly exercised.

     39.4  EFFECT  OF  DEFAULT  ON  OPTIONS.

     (a)  Lessee  shall have no right to exercise an Option, notwithstanding any
provision  in  the  grant  of  Option  to  the  contrary:  (i) during the period
commencing  with  the  giving  of any notice of Default under Paragraph 13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due  Lessor  from Lessee is unpaid (without regard to
whether  notice  thereof is given Lessee), or (iii) during the time Lessee is in
Breach  of  this  Lease,  or  (iv) in  the event that Lessor has given to Lessee
three  (3)  or more notices of separate Defaults under Paragraph 13.1 during the
twelve  (12)  month  period  immediately  preceding  the exercise of the Option,
whether  or  not  the  Defaults  are  cured.

<PAGE>

     (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)


<PAGE>
     (c)  All rights of Lessee under the provisions of 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 during the term of this
Lease,  (i)  Lessee fails to pay to Lessor a monetary obligation of Lessee for a
period  of  thirty  (30)  days  after  such  obligation becomes due (without any
necessity  of  Lessor to give notice thereof to Lessee), or (ii) Lessor gives to
Lessee  three  (3)  or  more  notices  of separate Defaults under Paragraph 13.1
during  any  twelve (12) month period, whether or not the Defaults are cured, or
(iii)  if  Lessee  commits  a  Breach  of  this  Lease.

     40.  RULES  AND REGULATIONS.  Lessee agrees that it will abide by, and keep
and observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor  may  make  from  time  to  time  for  the  management, safety, care, and
cleanliness  of  the  grounds,  the  parking  and  unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants  of  the  Building  and  the  Project  and  their  invitees.

     41.  SECURITY MEASURES.  Lessee hereby acknowledges that the rental payable
to  Lessor  hereunder  does  not include the cost of guard service or other seer
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 the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements, rights of way, utility
raceways,  amt  dedications  that  Lessor  deems  necessary,  and  to  cause the
recordation  of  parcel maps and restrictions, so long as such easements, rights
of way, utility raceways: dedications, maps and restrictions do not unreasonably
interfere  with  parking  as  explicitly stated in this Lease, or 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 par 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 under the
provisions  of  this  Lease.

     44.  AUTHORITY.  If either Party hereto is a corporation, trust, or general
or  limited  partnership, 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.  If  Lessee  is  a  corporation, trust or
partnership,  Lessee  shall,  within  thirty  (30) days after request by Lessor,
deliver  to  Lessor  evidence  satisfactory  to  Lessor  of  such  authority.

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

<PAGE>

     46.  OFFER.  Preparation  of  this  Lease  by  either  Lessor  or Lessee or
Lessor's  agent  or  Lessee's  agent  and submission of same to Lessee or Lessor
shall  not be deemed an offer to lease. This Lease is not intended to be binding
until  executed  and  delivered  by  all  Parties  hereto.


<PAGE>
     47.  AMENDMENTS.  This Lease may be modified only in writing, signed by the
parties  in  interest  at  the time of the modification. The Parties shall amend
this  Lease  from  time  to time to reflect any adjustments that are made to the
Base  Rent  or  other  rent  payable  under  this  Lease. 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  an  institutional  insurance  company  or  pension  plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of  which  the  Premises  are  a  part.

     48.  MULTIPLE  PARTIES.  Except  as otherwise expressly provided herein, if
more  than  one person or entity is named herein as either Lessor or Lessee, the
obligations  of  such  multiple  parties  shall  be  the  joint  and  several
responsibility of all persons or entities named herein as such Lessor or Lessee.

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.

IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S REVIEW
AND  APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF
THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND STORAGE TANKS OR
HAZARDOUS  SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE LESSOR
OR  ITS  CONTRACTORS,  AGENTS  OR  EMPLOYEES  AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT,  OR  TAX  CONSEQUENCES  OF  THIS  LEASE  OR  THE TRANSACTION TO WHICH IT
RELATES;  THE  PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS
TO  THE  LEGAL  AND  TAX  CONSEQUENCES  OF  THIS  LEASE.

<PAGE>

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

Executed  at:  Los  Angeles                    Executed  at  :  Los  Angeles  CA

on:    02/29/96                         on:       02/29/96


BY  LESSOR:                              BY  LESSEE:
EDDIA  TRUST  ("Lessor")                    ASIA  PACIFIC CORPORATION ("Lessee")

By:  ______________________               By:________________________
            Unknown  Signature                            Signature  of  Grady
Sanders

Name:  Eddie  Mirharooni               Name:  Grady  Sanders

Title:   Trustee                         Title:    President

Address:  236  N.  Canon                    Address:  8193  Beverly  Blvd.  #
(illegible)
              B.H.  90210                            Los  Angeles,  CA  90048

<PAGE>
Telephone:  (213)  413-3333                    Telephone:  (310)  858-6902

Facsimile:  (213)  413-0828                    Facsimile:   (310)  858-8803

     Executed  at:  Los  Angeles  CA

on:         02/29/96

     BY  LESSEE:
GRADY  A.  SANDERS  ("Lessee")
_________________________
   Signature  (illegible)

     Address:  8193  Beverly  Blvd.  #329
  Los  Angeles,  CA  90048

     Telephone:  (310)  858-6900

     Facsimile:  (310)  858-  (illegible)





<PAGE>




     ADDENDUM  TO  THE  LEASE  DATED  FEBRUARY  29,1996

     IN  ORDER  TO  SECURE  FUNDS  FOR  IMPROVEMENT  TO THE PREMISES PURSUANT TO
SECTION
7.3  (D)  OF THE  LEASE,     PRIOR TO COMMENCEMENT OF ANY CONSTRUCTION AND AFTER
ALL  NECESSARY
     GOVERNMENTAL APPROVALS HAVE BEEN OBTAINED AND CONSTRUCTION BIDS FOR PROJECT
HAVE
BEEN  ACCEPTED,  LESSEE  SHALL OBTAIN FOR THE BENEFIT OF SECURING PAYMENT TO THE
CONTRACTORS  A  LETTER OF CREDIT FROM A MAJOR BANK OR OTHER ACCREDITED FINANCIAL
INSTITUTION,  OR  DEPOSIT  CASH  THEREIN,  IN  A  AMOUNT SUFFICIENT TO COVER THE
CONSTRUCTION
COSTS  OF  ANY  CONSTRUCTION  DONE  TO THE PREMISES TO WHICH ANY CONTRACTOR'S OR
MECHANIC'S  LIENS  COULD  ATTACH.

Executed  at:   Los  Angeles                    Executed  at:  Los  Angeles  CA
   on:     4/19/96                            on:   4/19/96     LESSEE  BY
LESSOR:                  BY  LESSEE:
   EDDIA  TRUST  ("Lessor")                       ASIA  PACIFIC  CORPORATION
("Lessee")

   By:  ______________________                  By:________________________
                              Unknown  Signature
Signature  of  Grady  Sanders

<PAGE>
   Name:  Eddie  (Last  name  illegible)                  Name:  Grady  Sanders

    Title:   Trustee                            Title:    President

                 Address:  236  N. Canon Dr.                       Address: 8193
Beverly  Blvd.
                                 B.H.  90210                                #329
Los  Angeles,  CA  90048

                  Telephone:  (310)  246-0887                       Telephone:
(310)  858-6900

                  Facsimile:  (213)  413-0828                        Facsimile:
(310)  858-8803

                       Executed  at:  Los  Angeles  CA

                  on:         4/19/96

          BY  LESSEE:
     GRADY  A.  SANDERS  ("Lessee")
     _________________________
          Signature  (illegible)

          Address:  8193  Beverly  Blvd.  #329
                          Los  Angeles,  CA  90048

                       Telephone:  (310)  858-6900

                        Facsimile:  (310)  858-  (illegible)


<PAGE>



     OPTIONS  TO  EXTEND
   (Addendum  to  Lease)


OPTIONS  TO  EXTEND  entered into by and between EDDIA TRUST ("Lessor") and ASIA
PACIFICCORPORATION  and  GRADY  A  SANDERS  (collectively "Lessee"), all of whom
shall be sometimes collectively referred to as the "Parties", or individually as
a "Party", with relation to that certain portion of the Building, commonly known
by  the  street address of 246 NORTH CANON DRIVE, located in the City of Beverly
Hills,  County  of  Los  Angeles,  State  of  California, with zip code of 90210
("Building")  described as the former Bistro Restaurant with an approximate size
of  12,000  square  feet  ("Premises").

A.  OPTIONS TO EXTEND.  Lessor hereby grants to Lessee the options to extend the
term  of  this Lease for two additional sixty (60) month periods commencing when
the prior term expires, upon each and all of the following terms and conditions:

     (i)  Lessee  gives to Lessor, and Lessor actually receives on 'a date which
is  prior  to  the
date  that  the  option period would commence (if exercised) by at least six (6)
and  not  more  than
nine  (9)  months,  a  written notice of the exercise of the option(s) to extend
this  Lease  for  said

<PAGE>
additional  term(s), time being of essence. If said notification of the exercise
of  said  option(s)  is
not  so  given  and  received,  the  option(s)  shall automatically expire; said
option(s)  may  only  be
exercised  consecutively;

     (ii)  The  provisions  of paragraph 39, including the provision relating to
default  of  Lessee  set forth in paragraph 39.4 of this Lease are conditions of
these  options;

     (iii)  All  of  the  terms  and  conditions  of  this  Lease  except  where
specifically  modified  by  these  options shall apply during any option period;

     (iv)  The  Monthly  Base  Rent for each month of the option period shall be
calculated  as  follows,  using  the  method  indicated  below:

     I.  MARKET  RENTAL  VALUE  ADJUSTMENTS  (MRV).

(a)  On  March  1,  2006  and  March  1,  2011  ("MRV  Adjustment  Dates"),  the
     Monthly  Base  Rent payable under paragraph 1.4 of the attached Lease shall
be  adjusted  to
ninety percent (90%) of the Market Rental Value of the Premises ("MRV"). The MRV
shall  be  established  by  the  following  method:

     (1)  Four  months  prior  to  each  MRV  Adjustment Date, Lessor and Lessee
     shall  meet  to  establish  an agreed upon new MRV for the Premises for the
upcoming  MRV  Adjustment  Date.  If  agreement  cannot  be  reached,  then:

<PAGE>

<PAGE>
     (i)  Lessor  and  Lessee  shall  immediately  appoint  a  mutually
     acceptable  appraiser  or  broker to establish the new MRV for the Premises
within  the  next  30  days,  with  any  associated  costs  to  be split equally
between  Lessor  and  Lessee;  or
     (ii)  Both  Lessor  and  Lessee  shall  each  immediately  select  and  pay
      the  appraiser  or  broker  of  their  choice  to  establish a MRV for the
Premises
 within  the  next 30 days. If, for any reason, either one of said appraisals is
 not  completed  within  the  next 30 days, then the appraisal that is completed
 within  said  30  day  period  shall  automatically  become the new MRV for the
 Premises.  If  both  appraisals  are  completed  within  said 30 day period and
 the  two  appraisers  cannot  agree  on  a  reasonable  average  MRV, then said
 appraisers  shall  immediately  select  a  third  mutually  acceptable
 appraiser/broker  to  establish  a  third  MRV  within  the  next  30 days. The
 average  of  the  two  appraisals  closest  in  value shall then become the new
 MRV  for  the  Premises.  The  costs  of  the  third  appraisal  shall be split
 equally  between  Lessor  and  Lessee.

     (b)  Upon  the  establishment  of  the new MRV by the method above, the new
Monthly  Base  Rent for purposes of paragraph 1.4 of the attached Lease shall be
ninety
percent  (90%)  of  said  new  MRV.

II.  CONSUMER  PRICE  INDEX  ADJUSTMENTS.

     (a) Commencing with the second year of each option period through the fifth
year
of  each  option  period, the Monthly Base Rent established by the methods above
shall  be
increased  annually  by a percentage equal to the annual percentage increase for
the  prior
calendar  year  in the Consumer Price Index of the Bureau of Labor Statistics of
the  US.
Department  of Labor for the Los Angeles Metropolitan Area ("CPI"). In the event
the
compilation  and/or  publication  of  the  CPI shall be transferred to any other
governmental
department  or  bureau  or  agency or shall be discontinued, then the Index most
nearly  the
same as the CPI shall be used to make such calculation. In the event that Lessor
and
Lessee  cannot  agree  on  such  alternative  Index,  then  the  matter shall be
submitted  for
decision  to  the  American  Arbitration Association in accordance with the then
current  rules
of said Association, and the decision of the arbitrator(s) shall be binding upon
the  Parties.
The  cost  of  said  arbitration  shall  be  paid  equally by Lessor and Lessee.

B.  NOTICES.  All  notices  to  be  given  by the Parties with relation to these
Options  shall  be  given  in
the  manner  prescribed  in  paragraph  23  of  the  attached  Lease.

<PAGE>



<PAGE>

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

Executed  at:  Los  Angeles                    Executed  at  :  Los  Angeles  CA

on:    02/29/96                         on:       02/29/96


BY  LESSOR:                              BY  LESSEE:
EDDIA  TRUST  ("Lessor")                    ASIA  PACIFIC CORPORATION ("Lessee")

By:  ______________________               By:________________________
            Unknown  Signature                            Signature  of  Grady
Sanders

Name:  Eddie  Mirharooni               Name:  Grady  Sanders

Title:   Trustee                            Title:    President

Address:  236  N.  Canon                    Address:  8193  Beverly  Blvd. # 329
              B.H.  90210                            Los  Angeles,  CA  90048

Telephone:  (213)  413-3333                 Telephone:  (310)  858-6902

Facsimile:  (213)  413-0828                 Facsimile:   (310)  858-8803

     Executed  at:  Los  Angeles  CA

     on:         02/29/96

     BY  LESSEE:
GRADY  A.  SANDERS  ("Lessee")
_________________________
   Signature  (illegible)

     Address:  8193  Beverly  Blvd.  #329
  Los  Angeles,  CA  90048

     Telephone:  (310)  858-6900

     Facsimile:  (310)  858-  8803




<PAGE>



<PAGE>


     AGREEMENT

     FOR  GOOD  AND  VALUABLE  CONSIDERATION  AND  INDUCEMENT  FOR  EDDIA  TRUST
TO ENTER INTO LEASE DATED FEBRUARY 26, 1996, (HEREINAFTER REFERRED TO AS "LEASE"
WITH  ASIA  PACIFIC
CORPORATION  AND  GRADY  A.  SANDERS, AS PERTAINING TO PROPERTY WITHIN 246 NORTH
CANON  DRIVE,
NORTH ATLANTIC INVESTMENTS, LTD., AND GRADY A. SANDERS, AS AN INDIVIDUAL, HEREBY
PROMISE  TO  PAY
EDDIA  TRUST  THE SUM OF $200,000.00, WITHOUT INTEREST, ON SEPTEMBER 1, 1996. IN
FURTHERANCE  OF
THE  SATISFACTION  OF  SAID  OBLIGATION, NORTH ATLANTIC INVESTMENTS, LTD., UNDER
PROPER  AUTHORITY,
PLEDGES AS SECURITY TO EDDIA TRUST 500,000 SHARES OF ADVANCES GAMING TECHNOLOGY,
INC.  STOCK,
REPRESENTED  BY  SHARE  CERTIFICATES #1499, #1500, #1501, #1502, AND #1503, WITH
THE  UNDERSTANDING
THAT  EDDIA  TRUST  WILL  NOT  SELL  SAID 500,000 SHARES UNLESS THE ABOVE-STATED
$200,000.00  OBLIGATION
IS  NOT  TENDERED BY NORTH ATLANTIC INVESTMENTS, LTD. AND/OR GRADY A. SANDERS ON
OR  BEFORE
SEPTEMBER 1, 1996. SUBSEQUENT TO SEPTEMBER 1, 1996, EDDIA TRUST, AT ITS SOLE AND
EXCLUSIVE
OPTION MAY EITHER KEEP 200,000 SHARES OF ADVANCED GAMING TECHNOLOGY , INC. STOCK
AND  RETURN  TO
NORTH  ATLANTIC  INVESTMENTS, LTD. THE REMAINING 300,000 SHARES, AS FULL PAYMENT
OF  THE  ABOVE-STATED
$200,000.00  OBLIGATION,  OR MAY SELL AS MANY AS SAID SHARES, AT THE RATE OF NOT
MORE  THAN
$25,000.00  WORTH  OF  SAID  SHARES PER WEEK, AS MAY BE NECESSARY TO SATISFY THE
OBLIGATIONS  OF  NORTH
ATLANTIC  INVESTMENTS,  LTD.  AND/OR  GRADY  A.  SANDERS  AS  STATED  HEREIN.

IN  RETURN, UPON RECEIPT OF THE ABOVE-STATED $200,000.00, EDDIA TRUST WILL ENTER
INTO  LEASE
AND  ADDITIONALLY  APPLY  THE $200,000.00 PROCEEDS TO THE SATISFACTION OF RENTAL
LIABILITY  OF  ASIA
PACIFIC  CORPORATION  AND GRADY A. SANDERS TO EDDIA TRUST, BEGINNING ON THE 61ST
MONTH  OF  THE
LEASE  AND  CONTINUING  UNTIL  THE  $200,000  IS  DEPLETED.




















<PAGE>



<PAGE>

     THIS  AGREEMENT  SHALL  BE  BINDING  ON  ALL  PARTIES  HERETO, THEIR HEIRS,
SUCCESSORS  AND  ASSIGNS.
THIS  AGREEMENT  CAN ONLY BE MODIFIED OR AMENDED BY A WRITING EXECUTED BY ALL OF
THE  PARTIES
HERETO.  IN  THE  EVENT  THAT IT SHOULD BECOME NECESSARY FOR ANY PARTY HERETO TO
INITIATE  ANY  LEGAL
ACTION  TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY
SHALL  BE  ENTITLED TO REASONABLE ATTORNEY'S FEES. THIS AGREEMENT WAS NEGOTIATED
BY  THE  PARTIES  HERETO  AT  ARM'S  LENGTH,
WITH  EACH  PARTY  RECEIVING  THE ADVICE OF INDEPENDENT LEGAL COUNSEL. IT IS THE
INTENT  OF  THE  PARTIES
HEREIN  THAT  NO  PART OF THIS AGREEMENT BE CONSTRUED AGAINST ANY OF THE PARTIES
HERETO  BECAUSE  OF  THE  IDENTITY  OF  THE  DRAFTER.

Executed  at:  Los  Angeles                    Executed  at  :  Los  Angeles  CA

on:    02/29/96                         on:       03  April  1996


BY:  EDDIA  TRUST                         FOR  AND  ON  BEHALF  OF:
     NORTH  ATLANTIC  INVESTMENTS,  LTD.

By:  ______________________               By:_____________________ - Director

Name  Printed:  Eddie  Mirharooni          Name  Printed:  Timothy
C.A.-Solomon

Title:   Trustee                         Title:    Trust  Officer

Address:  236  N.  Canon                    Address:  P.O.  Box  1790
              B.H.  90210                            G/T,  C+CM,  BW.I.

     Executed  at:  Los  Angeles  CA

on:         02/29/96

     BY  GRADY  A.  SANDERS
_________________________
   Signature  (illegible)

     Address:  8193  Beverly  Blvd.  #329
  Los  Angeles,  CA  90048








<PAGE>


<PAGE>

{Advertising}

     REPRESENTING
The  Bistro  Restaurant
242  N.  Canon  Drive,  Beverly  Hills
Approx.  12,000  square  feet  in  the  Golden  Triangle




     {PICTURE  OF  THE  EXTERIOR  OF  THE  PROPERTY}


Rent:          $2.00  per  square  foot  Triple  Net
Term:          5  years  minimum
Parking:     19  spaces  on-site,  90  spaces  off-site


   COMMENTS:     -Famous  "Bistro"  Restaurant
     -Two  fully-equipped  kitchens  and  bars  upstairs  and  downstairs
-Dancing  and  Live  Entertainment  Potential-  Call  listing agents for details



For  Further  Information,  Please  Contact:
Phil  Seymour  or  Lee  Maen          (310)  271-4040

ELITE  PROPERTIES  REALTY
Commercial/Investment  Services
148  South  Beverly  Hills  Drive,  Suite  200, Beverly Hills, California, 90212
Tel  (310)  271-4040  Fax  (310)  271-1463











<PAGE>





<PAGE>

{FLOOR  PLAN}



     SECOND  FLOOR





             {DRAFT  OF  FLOOR  PLAN}










           CANON  DRIVE

     Scale  1  7/16"  =  19'9"

<PAGE>

<PAGE>


ELITE  PROPERTIES
REALTY____________________________________________________________
Commercial  /Investment  Services


The  Bistro  Restaurant
See  Attached  Floor  Plan
All  square  footages  are  approximate

First  Floor

     A          =     67             sq.  ft.
     B          =     150            sq.  ft.
     C          =     3,073          sq.  ft.
     D          =     184            sq.  ft.
     E          =     1,747          sq.  ft
                  --------
Sub-total             5,221          sq.  ft.



Second  Floor

     *     Excluding  office  &
     elevator  &  adjacent
stairwell  &  storage          5,309     sq.  ft.

     Office,  adjacent  hall
&  stairwell               726     sq.  ft.

Basement  approx.  22  x  35  =          770     sq.  ft.
     ------
Grand  Total                    12,026















<PAGE>

                                                       AMENDMENT  TO  LEASE
-EXPANSION


                    THIS  AMENDMENT  TO  LEASE ("Amendment") is dated as of July
31,  1997,  by  and
between EDDIA TRUST ("Lessor") and ASIA PACIFIC CORPORATION and GRADY A. SANDERS
(together,  the  "Lessee"),  with  reference  to  the  following  facts:

                  A.      Lessor  and  Lessee  have heretofore entered into that
certain  Lease  executed  on
February 29, 1996 (the "Lease") for the leasing of premises located at 246 North
Canon  Drive,  Beverly  Hills,  California  90210  (the  "Premises");  and

                  B.      Lessor  and Lessee desire to amend the Lease to expand
the  Premises  to  include
another  portion  of the building known by the street address of 240 North Canon
Drive,  Beverly
Hills,  California  90210,  upon  the  same  terms  and conditions of the Lease.

                  NOW,  THEREFORE,  in  consideration  of  the  mutual covenants
contained  herein,  and other valuable consideration, receipt of which is hereby
acknowledged,  the  parties  hereby  agree  that  the Lease is hereby amended as
follows:

                   1.     Premises.  The first sentence of Section 1.2(a) of the
Lease  entitled  "Premises"  is
hereby  replaced  with  the  following:

                          "Premises" consists of (i) that certain portion of the
Building  commonly
                            known  by  the  street  address  of  246 North Canon
Drive,  Beverly  Hills,
                            California  90210,  described  as  the former Bistro
Restaurant  with  an
                            approximate  size  of  12,000 square feet ("Original
Space"),  and  (ii)  that
                            certain  portion  of  the Building commonly known by
the  street  address  of
                            240  North  Canon  Drive,  Beverly Hills, California
90210,  described  as  the
                            former  Financial  Triangle  office  space  with  an
approximate  size  of  1,200
                            square  feet  ("New  Space").

                    2.     Rent.  Section  1.4  of  the  Lease entitled "Monthly
Base  Rent"  is  hereby amended by adding the following language with respect to
the  New  Space  to  the  end  of  Section  1.4:

                             During  the  first twelve months following the date
Lessee  takes  occupancy
                             of  the  New Space ("New Space Commencement Date"),
the  Monthly  Base

<PAGE>

Rent for the New Space shall be Three Thousand Four Hundred
Dollars
                             ($3,400.00)  per  month, payable upon the first day
of  each  calendar  month
                             commencing September 1,1997, and continuing through
and  including
                             June  30,  1998.  The rent will be prorated for any
partial  month.
                             Thereafter, for the remainder of the Original Term,
the  Monthly  Base  Rent
                             of  Three Thousand Four Hundred Dollars ($3,400.00)
for  the  New  Space  s
                             shall  be  increased annually by an amount equal to
the  annual  percentage
                             increase  for the prior calendar year in the CPI in
accordance  with  terms
                             of  the  Lease.  All the monthly gross sales of the
New  Space  will  be  added
                             to  the  gross  receipts  of  the Original Space in
accordance  with  the  Lease

<PAGE>
                             terms  Lessee  shall  pay  7.5% of said total gross
receipts  as  provided  in
                             the Lease each month . The Rent payable for the New
Space  shall  be  in
                             addition to the Rent payable for the Original Space
as  provided  elsewhere
                             in  this  Lease.

                      3.   Proportions Share.  The first sentence of Section 1.6
of  the  Lease  entitled
                     "Lessee's  Share  of  Common  Area  Operating  Expenses" is
hereby  replaced  with  following:

                          During  the  Original  Term  and  any  option  period
exercised  by  Lessee,
                          Lessee  shall pay to Lessor as additional rent Seventy
percent  (70%)  of  the
                          Common  Area  Operating Expenses ("Lessee's Share") in
accordance  with  Paragraph  4.2.


                              [NOTE:  Sections  4  &  5  (a)  are omitted on the
original.]


<PAGE>

                          (b)  Bathroom.  Lessee  agrees  that  the  existing
bathroom  in  the  New  Space
shall  not  be  removed.  The existing bathroom may be renovated or improved, or
relocated  to
another  area  in  the New Space with the prior written consent of Lessor, which
consent  shall  not
be  unreasonably  withheld.


                        6.    Incorporation.  Except  as  modified  herein,  all
other terms and conditions of the Lease shall continue in full force and effect.


  LESSOR:

  EDDIA  TRUST     Address:  236  North  Canon  Drive

  Beverly  Hills,  CA  90210

  By:    /s/ Eddie Mirharooni
         Eddie  Mirharooni              Telephone:  (310)  246-0887
         Trustee                        Facsimile:  (213)  413-0828
  Date:  July  31,1997

  LESSEE:

   ASIA  PACIFIC  COMPANY  LTD.
   Address:  8193 Beverly  Blvd.,  #329
   Los  Angeles,CA  90048

By:  /s/ Grady A. Sanders
      Grady  A.  Sanders                 Telephone:  (310) 858-6900
         Chairman                        Facsimile:  (310) 858-8803

 Date:  July  31,1997


By: /s/ Grady A. Sanders      Address:  8193  Beverly Blvd.,  #329
Grady  A.  Sanders            Los Angeles,CA  90048
Date  : July 31, 1997         Telephone: (310) 858-6900
                              Facsimile: (310)  858-8803