EXHIBIT 10.4
                        STANDARD OFFICE LEASE - NET

                AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.   Basic Lease Provisions ("Basic Lease Provisions")
     1.1  Parties:  This Lease, dated, for reference purposes only, June 8,
2000, is made by and between 925 Wilshire Associates, LLC, (herein called
"Lessor") and New Mexico Software, Inc., doing business under the name of
N/A, (herein called "Lessee").
     1.2  Premises:  Suite Number(s) Suite 200 located on 2nd Floor,
consisting of approximately 1,200 rentable square feet, more or less, as
defined in paragraph 2 and as shown on Exhibit "A" hereto (the "Premises").
     1.3  Building:  Commonly described as being located at 925 Wilshire
Boulevard, in the City of Santa Monica, County of Los Angeles, State of
California.
     1.4  Use:  General Office Use, subject to paragraph 6.
     1.5  Term:  Thirty Six (36) Months commencing June 8, 2000
("Commencement Date") and ending on the last day of the Thirty Sixth (36)
month, as defined in paragraph 3.
     1.6  Base Rent:  Three Thousand Dollars ($3,000.00) per month, payable
on the first (1st) day of each month, per paragraph 4.1.
     1.7  Base Rent Increase:  On the first and second anniversary of the
commencement date the monthly Base Rent payable under paragraph 1.6 above
shall be adjusted as provided in the Addendum.
     1.8  Rent Paid Upon Execution:  Three Thousand Dollars ($3.000.00) for
the first month of rent.
     1.9  Security Deposit:  Three Thousand One Hundred Eight Two Dollars
and Seventy Cents ($3,182.70).
     1.10 Lessee's Share of Operating Expenses:  0% as defined in paragraph
4.2.

2.   Premises, Parking and Common Areas.
     2.1  Premises:  The Premises are a portion of a building, herein
sometimes referred to as the "Building" identified in paragraph 1.3 of the
Basic Lease Provisions.  "Building" shall include adjacent parking
structures used in connection therewith.  The Premises, the Building, the
Common Areas, the land upon which the same are located, along with all
other buildings and improvements thereon or thereunder, are herein
collectively referred to as the "Office Building Project."  Lessor hereby
leases to Lessee and Lessee leases from Lessor for the term, at the rental,
and upon all of the conditions set forth herein, the real property referred
to in the Basic Lease Provisions, paragraph 1.2, as the "Premises,"
including rights to the Common Areas as hereinafter specified.
     2.2  Vehicle Parking:  So long as Lessee is not in default, and
subject to the rules and regulations attached hereto, and as established by
Lessor from time to time, Lessee shall be entitled to rent and use three
(3) parking spaces in the Office Building Project at the monthly rate
applicable from time to time for monthly parking as set by Lessor and/or
its licensee.
          2.2.1     If Lessee commits, permits or allows any of the
prohibited activities described in the Lease or the rules then in effect,
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.
          2.2.2     The monthly parking rate per parking space will be $75
per month at the commencement of the term of this Lease, and is subject to
change upon five (5) days prior written notice to Lessee.  Monthly parking
fees shall be payable one month in advance prior to the first day of each
calendar month.
     2.3  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 Office Building Project that are provided and
designated by the Lessor from time to time for the general nonexclusive use
of Lessor, Lessee and of other lessees of the Office Building Project and
their respective employees, suppliers, shippers, customers and invitees,
including but not limited to common entrances, lobbies, corridors,
stairways and stairwells, public restroom, elevators, escalators, parking
areas to the extent not otherwise prohibited by this Lease, loading and
unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
ramps, driveways, landscaped areas and decorative walls.
     2.4  Common Areas - Rules and Regulations.  Lessee agrees to abide by
and conform to the rules and regulations attached hereto as Exhibit B with
respect to the Office Building Project and Common Areas, and to cause its
employees, suppliers, shippers, customers, and invitees to so abide and
conform.  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 modify, amend and enforce said rules and
regulations.  Lessor shall not be responsible to Lessee for the
noncompliance with said rules and regulations by other lessees, their
agents, employees and invitees of the Office Building Project.
     2.5  Common Areas - Changes.  Lessor shall have the right, in Lessor's
sole discretion, from time to time:
          (a)  To make changes to the Building interior and exterior and
Common Areas, including without limitation, changes in the location, size,
shape, number, and appearance thereof, including but not limited to the
lobbies, windows, stairways, air shafts, elevators, escalators, restrooms,
driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, decorative walls, landscaped
areas and walkways; provided, however, Lessor shall at all times provide
the parking facilities required by applicable law;
          (b)  To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;
          (c)  To designate other land and improvements outside the
boundaries of the Office Building Project to be a part of the Common Areas,
provided that such other land and improvements have a reasonable and
functional relationship to the Office Building Project,
          (d)  To add additional building and improvements to the Common
Areas;
          (e)  To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion thereof;
          (f)  To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and Office Building
Project as Lessor may, in the exercise of sound business judgement deem to
be appropriate.

3.   Term.
     3.1  Term.  The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.
     3.2  Delay in Possession.  Notwithstanding said Commencement Date, if
for any reason Lessor cannot deliver possession of the Premises to Lessee
on said date and subject to paragraph 3.2.2, Lessor shall not be subject to
any liability therefor, nor shall such failure affect the validity of this
Lease or the obligations of Lessee hereunder or extend the term hereof; but
in such case, Lessee shall not be obligated to pay rent or perform any
other obligation of Lessee under the terms of this Lease, except as may be
otherwise provided in this Lease, until possession of the Premises is
tendered to Lessee, as

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hereinafter defined; provided, however, that if Lessor shall not have
delivered possession of the Premises within sixty (60) days following said
Commencement Date, as the same may be extended under the terms of a Work
Letter executed by Lessor and Lessee, Lessee may, at Lessee's option, by
notice in writing to Lessor within ten (10) days thereafter, cancel this
Lease, in which event the parties shall be discharged from all obligations
hereunder' provided, however, that, as to Lessee's obligations, Lessee
first reimburses Lessor for all costs incurred for Non-Standard
Improvements and, as to Lessor's obligations, Lessor shall return any money
previously deposited by Lessee (less any offsets due Lessor for Non-
Standard Improvements); and provided further, that if such written notice
by Lessee is not received by Lessor within said ten (10) day period,
Lessee's right to cancel this Lease hereunder shall terminate and be of no
further force or effect.
          3.2.1     Possession Tendered - Defined.  Possession of the
Premises shall be deemed tendered to Lessee ("Tender of Possession") when
(1) the improvements to be provided by Lessor under this Lease are
substantially completed, (2) the Building utilities are ready for use in
the Premises, (3) Lessee has reasonable access to the Premises, and (4) ten
(10) days shall have expired following advance written notice to Lessee of
the occurrence of the matters described in (1), (2) and (3), above of this
paragraph 3.2.1.
          3.2.2     Delays Caused by Lessee.  There shall be no abatement
of rent, and the sixty (60) day period following the Commencement Date
before which Lessee's right to cancel this Lease accrues under paragraph
3.2, shall be deemed extended to the extent of any delays caused by acts or
omissions of Lessee. its agents, employees and contractors,
     3.3  Early Possession.  It Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of
this Lease, such occupancy shall not change the termination date, and
Lessee shall pay rent for such occupancy.
     3.4  Uncertain Commencement.  In the event commencement of the Lease
term is defined as the completion of the improvements, Lessee and Lessor
shall execute an amendment to this Lease establishing the date of Tender of
Possession (as defined in paragraph 3.2.1) or the actual taking of
possession by Lessee, whichever first occurs, as the Commencement Date.

4.   Rent.
     4.1  Base Rent.  Subject to adjustment as hereinafter provided in
paragraph 4.3, and except as may be otherwise expressly provided in this
Lease, Lessee shall pay to Lessor the Base Rent for the Premises set forth
in paragraph 1.6 of the Basic Lease Provisions, without offset or
deduction.  Lessee shall pay Lessor upon execution hereof the advance Base
Rent described in paragraph 1.8 of the Basic Lease Provisions.  Rent for
any period during the term hereof which is for less than one month shall be
prorated based upon the actual number of days of the calendar month
involved.  Rent shall be payable in lawful money of the United States to
Lessor at the address stated herein or to such other persons or at such
other places as Lessor may designate in writing.

     (See Addendum)

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5.   Security Deposit.  Lessee shall deposit with Lessor upon execution
hereof the security deposit set forth in paragraph 1.9 of the Basic lease
Provisions as security for Lessee's faithful performance of Lessee's
obligations hereunder.  If Lessee fails to pay rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this
Lease, Lessor may use, apply or retain all or any portion of said deposit
for the payment of any rent or other charge in default for the payment of
any other sum to which Lessor may become obligated by reason of Lessee's
default, or to compensate Lessor for any loss or damage which Lessor may
suffer thereby.  If Lessor so uses or applies all or any portion of said
deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor in an amount sufficient to restore said deposit to
the full amount then required of Lessee.  If the monthly Base Rent shall,
from time to time, increase during the term of this Lease, Lessee shall, at
the time of such increase, deposit with Lessor additional money as a
security deposit so that the total amount of the security deposit held by
Lessor shall at all times bear the same proportion to the then current Base
Rent as the initial security deposit bears to the initial Base Rent set
forth in paragraph 1.6 of the Basic Lease Provisions.  Lessor shall not be
required to keep said security deposit separate from its general accounts.
If Lessee performs all of Lessee's obligations hereunder, said deposit, or
so much thereof as has not heretofore been applied by Lessor, shall be
returned, without payment of interest or other increment for its use, to
Lessee (or, at Lessor's option, to the last assignee, if any, of Lessee's
interest hereunder) at the expiration of the term hereof, and after Lessee
has vacated the Premises.  No trust relationship is created herein between
Lessor and Lessee with respect to said Security Deposit.

6.   Use.
     6.1  Use.  The Premises shall be used and occupied only for the
purposes set forth in paragraph 1.4 of the Basic Lease Provision or any
other use which is reasonably comparable to that use and for no other
purpose.
     6.2  Compliance with Law.
          (a)  Lessor warrants to Lessee that the Premises, in the state
existing on the date that the Lease term commences, but without regard to
alterations or improvements made by Lessee or the use for which Lessee will
occupy the Premises, does not violate any covenants or restrictions of
record, or any applicable building code, regulation or ordinance in effect
on such Lease term Commencement Date.  In the event it is determined that
this warranty has been violated, then it shall be the obligation of the
Lessor, after written notice from Lessee, to promptly, at Lessor's sole
cost and expense, rectify any such violation.
          (b)  Except as provided in paragraph 6.2(a) Lessee shall, at
Lessee's expense, promptly comply with all applicable statutes, ordinances,
rules, regulations, orders, covenants and restrictions of record, and
requirements of any fire insurance underwriters or rating bureaus, now in
effect or which may hereafter come into effect, whether or not they reflect
a change in policy from that now existing, during the term or any part of
the term hereof, relating in any manner to the Premises and the occupation
and use by Lessee of the Premises.  Lessee shall conduct its business in a
lawful manner and shall not use or permit the use of the Premises or the
Common Areas in any manner that will tend to create waste or a nuisance or
shall tend to disturb other occupants of the Office Building Project.
     6.3  Condition Of Premises.
          (a)  Lessor shall deliver the Premises to Lessee in a clean
condition on the Lease Commencement Date (unless Lessee is already in
possession), and Lessor warrants to Lessee that the plumbing, lighting, air
conditioning, and heating system in the Premises shall be in good operating
condition.  In the event that it is determined that this warranty has been
violated, then it shall be the obligation of Lessor, after receipt of
written notice from Lessee setting forth with specificity the nature of the
violation, to promptly, at Lessor's sole cost, rectify such violation.
          (b)  Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises and the Office Building Project in their condition
existing as of the Lease Commencement Date or the date that Lessee takes
possession of the Premises, whichever is earlier, subject to all applicable
zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and any easements,
covenants or restrictions of record, and accepts this Lease subject thereto
and to all matters disclosed thereby and by any exhibits attached hereto.
Lessee acknowledges that it has satisfied itself by its own independent
investigation that the Premises are suitable for its intended use, and that
neither Lessor nor Lessor's agent or agents has made any representation or
warranty as to the present or future suitability of the Premises, Common
Areas, or Office Building Project for the conduct of Lessee's business.

7.   Maintenance, Repairs, Alterations and Common Area Services.
     7.1  Lessor's Obligations.  Lessor shall keep the Office Building
Project including the Premises, interior and exterior walls, roof, and
common areas, and the equipment whether used exclusively for the Premises
or in common with other premises, in good condition and repair; provided,
however, Lessor shall not be obligated to paint, repair or replace wall
coverings, or to repair or replace any improvements that are not ordinarily
a part of the Building or are above then Building standards.  Except as
provided in paragraph 9.5, there shall be no abatement of rent or liability
of Lessee on account of any injury or interference with Lessee's business
with respect to any improvements, alterations or repairs made by Lessor to
the Office Building Project or any part thereof.  Lessee expressly waives
the benefits 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 Premises in
good order, condition and repair.
     7.2  Lessee's Obligations.
          (a)  Notwithstanding Lessor's obligation to keep the Premises in
good condition and repair, Lessee shall be responsible for payment of the
cost thereof to Lessor as additional rent for that portion of the cost of
any maintenance and repair of the Premises, or any equipment (wherever
located) that serves only Lessee or the Premises, to the extent such cost
is attributable to causes beyond normal wear and tear.  Lessee shall be
responsible for the cost of painting, repairing or replacing wall
coverings, and to repair or replace any Premises improvements that are not
ordinarily a part of the Building or that are above then Building
standards.  Lessor may, at its option, upon reasonable notice, elect to
have Lessee perform any particular such maintenance or repairs the cost of
which is otherwise Lessee's responsibility hereunder.
          (b)  On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same
condition as received, ordinary wear and tear excepted, clean and free of
debris.  Any damage or deterioration of the Premises shall not be deemed
ordinary wear and tear if the same could have been prevented by good
maintenance practices by Lessee.  Lessee shall repair any damage to the
Premises occasioned by the installation or removal of Lessee's trade
fixtures, alterations, furnishings and equipment.  Except as otherwise
stated in this Lease,  Lessee shall leave the air lines, power panels,
electrical distribution systems, lighting fixtures, air conditioning,
window coverings, wall coverings, carpets, wall paneling, ceilings and
plumbing on the Premises and in good operating condition.
     7.3  Alterations and Additions.
          (a)  Lessee shall not, without Lessor's prior written consent
make any alterations, improvements, additions, Utility installations or
repairs in, on or about the Premises or the Office Building Project.  As
used in this paragraph 7.3 the term "Utility Installation" shall mean
carpeting, window and wall coverings, power panels, electrical distribution
systems, lighting fixtures, air conditioning, plumbing, and telephone and
telecommunication wiring and equipment.  At the expiration of the term,
Lessor may require the removal of any or all of said alterations,
improvements, additions or Utility Installations, and the restoration of
the Premises and the Office Building Project to their prior condition, at
Lessee's expense.  Should Lessor permit Lessee to make its own alterations,
improvements, additions or Utility Installations, Lessee shall use only
such contractor as has been expressly approved by Lessor, and Lessor may
require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien
and completion bond in an amount equal to one and one-half times the
estimated cost of such improvements, to insure Lessor against any liability
for mechanic's and materialmen's liens and to insure completion of the
work.  Should Lessee make any alterations, improvements, additions or
Utility Installations without the prior approval of Lessor, or use a
contractor not expressly approved by Lessor, Lessor may, at any time during
the term of this Lease, require that Lessee remove any part or all of the
same.
          (b)  Any alterations, improvements, additions or Utility
Installations in or about the Premises or the Office Building Project that
Lessee shall desire to make shall be presented to Lessor in written form,
with proposed detailed plans.  If Lessor shall give its consent to Lessee's
making such alteration, improvement, addition or Utility Installation, the
consent shall be deemed conditioned upon Lessee acquiring a permit to do so
from the applicable governmental agencies, furnishing a copy thereof to
Lessor prior to the commencement of the work, and compliance by Lessee with
all conditions of said permit in a prompt and expeditious manner.
          (c)  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 in the Premises, which claims are or may be secured by any
mechanic's or materialmen's lien against the Premises, the Building or the
Office Building Project, or

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any interest therein

          (d)  Lessee shall give Lessor not less than ten (10) days' notice
prior to the commencement of any work in the Premises by Lessee, and Lessor
shall have the right to post notices of non-responsibility in or on the
Premises or the Building 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 itself and Lessor against the same and
shall pay and satisfy any such adverse judgment that may be tendered
thereon before the enforcement thereof against the Lessor or the Premises,
the Building or the Office Building Project, upon the condition that if
Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to such contested lien claim or
demand indemnifying Lessor against liability for the same and holding the
Premises, the Building and the Office Building Project free from the effect
of such lien or claim.  In addition, Lessor may require Lessee to pay
Lessor's reasonable attorneys' fees and costs in participating in such
action if Lessor shall decide it is to Lessor's best interest so to do.
          (e)  All alterations, improvements, additions and Utility
Installations (whether or not such Utility Installations constitute trade
fixtures of Lessee), which may be made to the Premises by Lessee, including
but not limited to, floor coverings, panelings, doors, drapes, built-ins,
moldings, sound attenuation, and lighting and telephone or communication
systems, conduit, wiring and outlets, shall be made and done in a good and
workmanlike manner and of good and sufficient quality and materials and
shall be the property of Lessor and remain upon and be surrendered with the
Premises at the expiration of the Lease term, unless Lessor requires their
removal pursuant to paragraph 7.3(a).  Provided Lessee is not in default
notwithstanding the provisions of this paragraph 7.3(e), Lessee's personal
property and equipment, other than that which is affixed to the Premises so
that it cannot be removed without material damage to the Premises or the
Building, and other than Utility Installations, shall remain the property
of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.
          (f)  Lessee shall provide Lessor with as-built plans and
specifications for any alterations, improvements, additions or Utility
Installations.
     7.4  Utility Additions.  Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for
the benefit of Lessor or Lessee, or any other lessee of the Office Building
Project, including, but not by way of limitation, such utilities as
plumbing, electrical systems, security systems, communication systems, and
fire protection and detection systems, so long as such installations do not
unreasonably interfere with Lessee's use of the Premises.

8.   Insurance; Indemnity.
     8.1  Liability Insurance - Lessee.  Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of
Comprehensive General Liability insurance utilizing an Insurance Services
Office standard form with Broad Form General Liability Endorsement
(GL0404), or equivalent, in an amount of not less than $1,000,000 per
occurrence of bodily injury and property damage combined or in a greater
amount as reasonably determined by Lessor and shall insure Lessee with
Lessor as an additional insured against liability arising out of the use,
occupancy or maintenance of the Premises.  Compliance with the above
requirement shall not, however, limit the liability of Lessee hereunder.
     8.2  Liability Insurance - Lessor.  Lessor shall obtain and keep in
force during the term of this Lease a policy of Combined Single Limit
Bodily Injury and Broad Form Property Damage Insurance, plus coverage
against such other risks Lessor deems advisable from time to time, insuring
Lessor, but not Lessee, against liability arising out of the ownership,
use, occupancy or maintenance of the Office Building Project in an amount
not less than $5,000.000.00 per occurrence.
     8.3  Property Insurance - Lessee.  Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease for the benefit of
Lessee, replacement cost fire and extended coverage insurance, with
vandalism and malicious mischief, sprinkler leakage and earthquake
sprinkler leakage endorsements, in an amount sufficient to cover not less
than 100% of the full replacement cost, as the same may exist from time to
time, of all of Lessee's personal property, fixtures, equipment and tenant
improvements.
     8.4  Property Insurance - Lessor.  Lessor shall obtain and keep in
force during the term of this Lease a policy or policies of insurance
covering loss or damage to the Office Building Project improvements, but
not Lessee's personal property, fixtures, equipment or tenant improvements,
in the amount of the full replacement cost thereof, as the same may exist
from time to time, utilizing Insurance Services Office standard form, or
equivalent, providing protection against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief,
plate glass, and such other perils as Lessor deems advisable or may be
required by a lender having a lien on the Office Building Project.  In
addition, Lessor shall obtain and keep in force, during the term of this
Lease, a policy of rental value insurance covering a period of one year,
with loss payable to Lessor, which insurance shall also cover all Operating
Expenses for said period.  Lessee will not be named in any such policies
carried by Lessor and shall have no right to any proceeds therefrom.  The
policies required by these paragraphs 8.2 and 8.4 shall contain such
deductibles as Lessor or the aforesaid lender may determine.  In the event
that the Premises shall suffer an insured loss as defined in paragraph
9.1(f) hereof, the deductible amounts under the applicable insurance
policies shall be deemed an Operating Expense.  Lessee shall not do or
permit to be done anything which shall invalidate the insurance policies
carried by Lessor.  Lessee shall pay the entirety of any increase in the
property insurance premium for the Office Building Project over what it was
immediately prior to the commencement of the term of this Lease if the
increase is specified by Lessor's insurance carrier as being caused by the
nature of Lessee's occupancy or any act or omission of Lessee.
     8.5  Insurance Policies.  Lessee shall deliver to Lessor copies of
liability Insurance policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7)
days after the Commencement Date of this Lease.  No such policy shall be
cancellable or subject to reduction of coverage or other 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 renewals thereof.
     8.6  Waiver of Subrogation.  Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the
other, for direct or consequential loss or damage arising out of or
incident to the perils covered by property insurance carried by such party,
whether due to the negligence of Lessor or Lessee or their agents,
employees, contractors and/or invitees.  If necessary all property
insurance policies required under this Lease shall be endorsed to so
provide.
     8.7  Indemnity.  Lessee shall indemnify and hold harmless Lessor and
its agents, Lessor's master or ground lessor, partners and lenders, from
and against any and all claims for damage to the person or property of
anyone or any entity arising from Lessee's use of the Office Building
Project, or from the conduct of Lessee's business or from any activity,
work or things done, permitted or suffered by Lessee in or about the
Premises or elsewhere and shall further indemnify and hold harmless Lessor
from and against any and all claims, costs and expenses arising from any
breach or default in the performance of any obligation on Lessee's part to
be performed under the terms of this Lease, or arising from any act or
emission of Lessee, or any of Lessee's agents, contractors, employees or
invitees and from and against all costs, attorney's fees, expenses and
liabilities incurred by Lessor as the result of any such use, conduct,
activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited
to the defense or pursuit of any claim or any action or proceeding involved
therein; and in case any action or proceeding be brought against Lessor by
reason of any such matter, Lessee, upon notice from Lessor, shall defend
the some 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.  Lessee, as a
material part of the consideration to Lessor, hereby assumes all risk of
damage to property of Lessee or injury to persons, in, upon or about the
Office Building Project arising from any cause and Lessee hereby waives all
claims in respect thereof against Lessor.
     8.8  Exemption of Lessor from Liability.  Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of
income therefrom or for loss of or damage to the goods, wares, merchandise
or other property of Lessee, Lessee's employees, invitees, customers, or
any other person in or about the Premises or the Office Building Project,
nor shall Lessor be liable for injury to the person of Lessee, Lessee's
employees, agents or contractors, whether such damage or injury is caused
by or results from theft, fire, steam, electricity, gas, water or rain, or
from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures   or from any other cause whether said damage or injury results
from conditions arising upon the Premises or upon other portions of the
Office Building Project, or from other sources or places, or from new
construction or the repair, alteration or improvement of any part of the
Office Building Project, or of the equipment fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or
injury or the means of repairing the same is inaccessible, Lessor shall not
be liable for any damages arising from any act or neglect of any other
lessee, occupant or user of the Office Building Project, nor from the
failure of Lessor to enforce the provisions of any other lease of any other
lessee of the Office Building Project.
     8.9  No Representation of Adequate Coverage.  Lessor makes no
representation that the limits or forms of coverage of insurance specified
in this paragraph 8 are adequate to cover Lessee's property or obligations
under this Lease.

9.   Damage or Destruction.
     9.1  Definitions.
          (a)  "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.

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          (b)  "Premises Building Partial Damage" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the
extent that the cost of repair is less than fifty percent (50%) of the then
Replacement Cost of the Building.
          (c)  "Premises Building Total Destruction" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the
extent that the cost of repair is fifty percent (50%) or more of the then
Replacement Cost of the Building.
          (d)  "Office Building Project Buildings" shall mean all of the
buildings on the Office Building Project site.
          (e)  "Office Building Project Buildings Total Destruction" shall
mean if the Office Building Project Buildings are damaged or destroyed to
the extent that the cost of repair is fifty percent (50%) or more of the
then Replacement Cost of the Office Building Project Buildings.
          (f)  "Insured Loss" shall mean damage of destruction which was
caused by an event required to be covered by the insurance described in
paragraph 8.  The fact that an Insured Loss has a deductible amount shall
not make the loss an uninsured loss.
          (g)  "Replacement Cost" shall mean the amount of money necessary
to be spent in order to repair or rebuild the damaged area to the condition
that existed immediately prior to the damage occurring, excluding all
improvements made by lessees, other than those installed by Lessor at
Lessor's expense.
     9.2  Premises Damage; Premises Building Partial Damage.
          (a)  Insured Loss:  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time during the term of this Lease there is damage which
is an Insured Loss and which falls into the classification of either
Premises Damage or Premises Building Partial Damage, then Lessor shall, as
soon as reasonably possible and to the extent the required materials and
labor are readily available through usual commercial channels, at Lessor's
expense, repair such damage (but not Lessee's fixtures, equipment or tenant
improvements originally paid for by Lessee) to its condition existing at
the time of the damage, and this Lease shall continue in full force and
effect.
          (b)  Uninsured Loss:  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time during the term of this Lease there is damage which
is not an Insured Loss and which falls within the classification of
Premises Damage or Premises Building Partial Damage, unless caused by a
negligent or willful act of Lessee (in which event Lessee shall make the
repairs at Lessee's expense), which damage prevents Lessee from making any
substantial use of the Premises, 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 the date
of the occurrence of such damage of Lessor's intention to cancel and
terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of
such damage.
     9.3  Premises Building Total Destruction; Office Building Project
Total Destruction.  Subject to the provisions of paragraphs 9.4 and 9.5, if
at any time during the term of this Lease there is damage, whether or not
it is an Insured Loss, which falls into the classifications of either (i)
Premises Building Total Destruction, or (ii) Office Building Project Total
Destruction, then Lessor may at Lessor's option either (i) repair such
damage or destruction as soon as reasonably possible at Lessor's expense
(to the extent the required materials are readily available through usual
commercial channels) to its condition existing at the time of the damage,
but not Lessee's fixtures, equipment or tenant improvements, and this Lease
shall continue in full force and effect, or (ii) give written notice to
Lessee within thirty (30) days after the date of occurrence of such damage
of Lessor's intention to cancel and terminate this Lease, in which case
this Lease shall terminate as of the date of the occurrence of such damage.
     9.4  Damage Near End of Term.
          (a)  Subject to paragraph 9.4(b), if at any time during the last
twelve (12) months of the term of this Lease there is substantial damage to
the Premises, Lessor may at Lessor's option cancel and terminate this Lease
as of the date of occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within 30 days after the date of
occurrence of such damage.
          (b)  Notwithstanding paragraph 9.4(a), in the event that Lessee
has an option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Lessee shall exercise such
option, if it is to be exercised at all, no later than twenty (20) days
after the occurrence of
an Insured Loss falling within the classification of Premises Damage during
the last twelve (12) months of the term of this Lease.  If Lessee duly
exercises such option during said twenty (20) day period, Lessor shall, at
Lessor's expense, repair such damage, but not Lessee's fixtures, equipment
or tenant improvements, as soon as reasonably possible and this Lease shall
continue in full force and effect.  If Lessee fails to exercise such option
during said twenty (20) day period, then Lessor may at Lessor's option
terminate and cancel this Lease as of the expiration of said twenty (20)
day period by giving written notice to Lessee of Lessor's election to do so
within ten (10) days after the expiration of said twenty (20) day period,
notwithstanding any term or provision in the grant of option to the
contrary.
     9.5  Abatement of Rent; Lessee's Remedies.
          (a)  In the event Lessor repairs or restores the Building or
Premises pursuant to the provisions of this paragraph 9, and any part of
the Premises are not usable (including loss of use due to loss of access or
essential services), the rent payable hereunder (including Lessee's Share
of Operating Expense) for the period during which such damage, repair or
restoration continues shall be abated, provided (1) the damage was not the
result of the negligence of Lessee, and (2) such abatement shall only be to
the extent the operation and profitability of Lessee's business as operated
from the Premises is adversely affected.  Except for said abatement of
rent, if any, Lessee shall have no claim against Lessor for any damage
suffered by reason of any such damage, destruction, repair or restoration.
          (b)  If Lessor shall be obligated to repair or restore the
Premises or the Building under the provisions of this Paragraph 9 and shall
not commence such repair or restoration within ninety (90) days after such
occurrence, or if Lessor shall not complete the restoration and repair
within six (6) months after such occurrence, Lessee may at Lessee's option
cancel and terminate this Lease by giving Lessor written notice of Lessee's
election to do so at any time prior to the commencement or completion,
respectively, of such repair or restoration.  In such event this Lease
shall terminate as of the date of such notice.
          (c)  Lessee agrees to cooperate with Lessor in connection with
any such restoration and repair, including but not limited to the approval
and/or execution of plans and specifications required.
     9.6  Termination - Advance Payments.  Upon termination of this Lease
pursuant to this paragraph 9, an equitable adjustment shall be made
concerning advance rent and any advance payments made by Lessee to Lessor.
Lessor shall, in addition, return to Lessee so much of Lessee's security
deposit as has not theretofore been applied by Lessor.
     9.7  Waiver.  Lessor and Lessee waive the provisions of any statute
which relate to termination of leases when leased property is destroyed and
agree that such event shall be governed by the terms of this Lease.

10.  Real Property Taxes.
     10.1 Payment of Taxes.  Lessor shall pay the real property tax, as
defined in paragraph 10.3, applicable to the Office Building Project
subject to reimbursement by Lessee of Lessee's Share of such taxes in
accordance with the provisions of paragraph 4.2, except as otherwise
provided in paragraph 10.2.
     10.2 Additional Improvements.  Lessee shall not be responsible for
paying any increase in real property tax specified in the tax assessor's
records and work sheets as being caused by additional improvements placed
upon the Office Building Project by other lessees or by Lessor for the
exclusive enjoyment of any other lessee.  Lessee shall, however, pay to
Lessor at the time that Operating Expenses are payable under paragraph
4.2(c) the entirety of any increase in real property tax if assessed solely
by reason of additional improvements placed upon the Premises by Lessee or
at Lessee's request.
     10.3 Definition of "Real Property Tax".  As used herein, the term
"real property tax" 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 on the Office
Building Project or any portion thereof by any authority having the direct
or indirect power to tax, including any city, county, state or federal
government, or any school, agricultural, sanitary, fire, street, drainage
or other improvement district thereof, as against any legal or equitable
interest of Lessor in the Office Building Project or in any portion
thereof, as against Lessor's right to rent or other income therefrom, and
as against Lessor's business of leasing the Office Building Project.  The
term "real property tax" shall also include any tax, fee, levy, assessment
or charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge herein above included within the definition of "real
property tax", or (ii) the nature of which was hereinbefore included within
the definition of "real property tax", or (iii) which is imposed for a
service or right not charged prior to June 1, 1978 or, if previously
charged, has been increased since June 1, 1978, or (iv) which is imposed as
a result of a change in ownership, as defined by applicable local statutes
for property tax purposes, of the Office Building Project or which is added
to a tax or charge hereinbefore included within the definition of real
property tax by reason of such change of ownership, or (v) which is imposed
by reason of this transaction, any modifications or changes hereto, or any
transfers hereof.
     10.4 Joint Assessment.  If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.5 am
not separately assessed, Lessee's portion of that tax shall be equitably
determined by Lessor from the respective valuations assigned in the
assessor's work

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sheets or such other information (which may include the cost of
construction) as may be reasonable available.  Lessor's reasonable
determination thereof, in good faith, shall be conclusive.
     10.5.     Personal Property Taxes.
          (a)  Lessee shall pay prior to delinquency all taxes assessed
against and levied upon trade fixtures, furnishings, equipment and all
other personal property of Lessee contained in the Premises or elsewhere.
          (b)  If any of Lessee's said personal property shall be assessed
with Lessor's real property, Lessee shall pay to Lessor the taxes
attributable to Lessee within ten (10) days after receipt of a written
statement setting forth the taxes applicable to Lessee's property.

11.  Utilities.
     11.1 Services Provided by Lessor.  Lessor shall provide heating,
ventilation, air conditioning, and water for reasonable and normal drinking
and lavatory use.
     11.2 Services Exclusive to Lessee.  Lessee shall pay for all water,
gas, heat, light, power, telephone and other utilities and services
specially or exclusively supplied and/or metered exclusively to the
Premises or to Lessee, together with any taxes thereon.  If any such
services are not separately metered to the Premises, Lessee shall pay at
Lessor's option, either Lessee's Share or a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises in
the Building.
     11.3 Hours of Service.  Said services and utilities shall be provided
during generally accepted business days and hours or such other days or
hours as may hereafter be set forth.  Utilities and services required at
other times shall be subject to advance request and reimbursement by Lessee
to Lessor of the cost thereof.
     11.4 Excess Usage by Lessee.  Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or
use machinery or equipment in or about the Premises that uses excess water,
lighting or power, or suffer or permit any act that causes extra burden
upon the utilities or services, including but not limited to security
services, over standard office usage for the Office Building Project.
Lessor shall require Lessee to reimburse Lessor for any excess expenses or
costs that may arise out of a breach of this subparagraph by Lessee.
Lessor may, in its sole discretion, install at Lessee's expense
supplemental equipment and/or separate metering applicable to Lessee's
excess usage or loading.
     11.5 Interruptions.  There shall be no abatement of rent and Lessor
shall not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot,
strike, labor dispute, breakdown, accident, repair or other cause beyond
Lessor's reasonable control or in cooperation with governmental request or
directions.

12.  Assignment and Subletting.
     12.1 Lessor's Consent Required.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer
or encumber all or any part of Lessee's interest in the Lease or in the
Premises, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold.  Lessor shall respond to Lessee's request for
consent hereunder in a timely manner and any attempted assignment,
transfer, mortgage, encumbrance or subletting without such consent shall be
void, and shall constitute a material default and breach of this Lease
without the need for notice to Lessee under paragraph 13.l.  "Transfer"
within the meaning of this paragraph 12 shall include the transfer or
transfers aggregating: (a) if Lessee is a corporation, more than twenty-
five percent (25%) of the voting stock of such corporation, or (b) if
Lessee is a partnership, more than twenty-five percent (25%) of the profit
and loss participation in such partnership.
     12.2 Lessee Affiliate.  Notwithstanding the provisions of paragraph
12.1 hereof, Lessee may assign or sublet the Premises, or any portion
thereof, without Lessor's consent, to any corporation which controls, is
controlled by or is under common control with Lessee, or to any corporation
resulting from the merger or consolidation with Lessee, or to any person or
entity which acquires all the assets of Lessee as a going concern of the
business that is being conducted on the Premises, all of which are referred
to as "Lessee Affiliate"; provided that before such assignment shall be
effective, (a) said assignee shall assume, in full, the obligations of
Lessee under this Lease, and (b) Lessor shall be given written notice of
such assignment and assumption.  Any such assignment shall not, in any way,
affect or limit the liability of Lessee under the terms of this Lease even
if after such assignment or subletting the terms of this Lease are
materially changed or altered without the consent of Lessee, the consent of
whom shall not be necessary.
     12.3 Terms and Conditions Applicable to Assignment and Subletting.
          (a)  Regardless of Lessor's consent, no assignment or subletting
shall release Lessee of Lessee's obligations hereunder or alter the primary
liability of Lessee to pay the rent and other sums due Lessor hereunder
including Lessee's Share of Operating Expenses, and to perform all other
obligations to be performed by Lessee hereunder.
          (b)  Lessor may accept rent from any person other than Lessee
pending approval or disapproval of such assignment.
          (c)  Neither a delay in the approval or disapproval of such
assignment or subletting, nor the acceptance of rent, shall constitute a
waiver or estoppel of Lessor's right to exercise its remedies for the
breach of any of the terms or conditions of this paragraph 12 or this
Lease.
          (d)  If Lessee's obligations under this Lease have been
guaranteed by third parties, then an assignment or sublease, and Lessor's
consent thereto, shall not be effective unless said guarantors give their
written consent to such sublease and the terms thereof.
          (e)  The consent by 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
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 on the Lease or sublease and
without obtaining their consent and such action shall not relieve such
persons from liability under this Lease or said sublease; provided,
however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the
Lessee or sublessee under this Lease or such
sublease.
          (f)  In the event of any default under this Lease, Lessor may
proceed directly against Lessee, any guarantors or anyone else responsible
for the performance of this Lease, including the sublessee, without first
exhausting Lessor's remedies against any other person or entity responsible
therefor to Lessor, or any security held by Lessor or Lessee.
          (g)  Lessor's written consent to any assignment or subletting of
the Premises by Lessee shall not constitute an acknowledgment that no
default then exists under this Lease of the obligations to be performed by
Lessee nor shall such consent be deemed a waiver of any then existing
default, except as may be otherwise stated by Lessor at the time.
          (h)  The discovery of the fact that any financial statement
relied upon by Lessor in giving its consent to an assignment or subletting
was materially false shall, at Lessor's election, render Lessor's said
consent null and void.
     12.4 Additional Terms and Conditions Applicable to Subletting.
Regardless of Lessor's consent, the following terms and conditions shall
apply to any subletting by Lessee of all or any part of the Premises and
shall be deemed included in all subleases under this Lease whether or not
expressly incorporated therein:
          (a)  Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease
heretofore or hereafter made by Lessee, and Lessor may collect such rent
and income and apply same toward Lessee's obligations under this Lease;
provided, however, that until a default shall occur in the performance of
Lessee's obligations under this Lease, Lessee may receive, collect and
enjoy the rents accruing under such sublease.  Lessor shall not, by reason
of this 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 default exists in the performance
of Lessee's obligations under this Lease, to pay to Lessor the rents due
and to become due under the sublease.  Lessee agrees that such sublessee
shall have the right to rely upon any such statement and request from
Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary,
Lessee shall have no right or claim against said sublessee or Lessor for
any such rents so paid by said sublessee to Lessor.
          (b)  No sublease entered into by Lessee shall be effective unless
and until it has been approved in writing by Lessor.  In entering into any
sublease, Lessee shall use only such form of sublease as is satisfactory to
Lessor, and once approved by Lessor, such sublease shall not be changed or
modified without Lessor's prior written consent.  Any subleases shall, by
reason of entering into a sublease under this Lease, be deemed, for the
benefit of Lessor, to have assumed and agreed to conform and comply with
each and every obligation herein to be performed by Lessee other than such
obligations as are contrary to or inconsistent with provisions contained in
a sublease to which Lessor has expressly consented in writing.
          (c)  In the event Lessee shall default in the performance of its
obligations under this Lease, Lessor, at its option and without any
obligation to do

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so may require any sublessee to attorn to Lessor, in which event Lessor
shall undertake the obligations of Lessee under such sublease from the time
of the exercise of said option to the termination of such sublease;
provided, however, Lessor shall not be liable for any prepaid rents or
security deposit paid by such sublessee to Lessee or for any other prior
defaults of Lessee under such sublease.
          (d)  No sublessee shall further assign or sublet all or any part
of the Premises without Lessor's prior written consent.
          (e)  With respect to any subletting to which Lessor has
consented, Lessor agrees to deliver a copy of any notice of default by
Lessee to the sublessee.  Such sublessee shall have the right to cure a
default of Lessee within three (3) days after service of said notice of
default upon such sublessee, and the sublessee shall have a right of
reimbursement and offset from and against Lessee for any such defaults
cured by the sublessee.
     12.5 Lessor's Expenses.  In the event Lessee shall assign or sublet
the Premises or request the consent of Lessor to any assignment or
subletting or if Lessee shall request the consent of Lessor for any act
Lessee proposes to do then Lessee shall pay Lessor's reasonable costs and
expenses incurred in connection therewith, including attorneys',
architects', engineers' or other consultants' fees.
     12.6 Conditions to Consent.  Lessor reserves the right to condition
any approval to assign or sublet upon Lessor's determination that (a) the
proposed assignee or sublessee shall conduct a business on the Premises of
a quality substantially equal to that of Lessee and consistent with the
general character of the other occupants of the Office Building Project and
not in violation of any exclusives or rights then held by other tenants,
and (b) the proposed assignee or sublessee be at least as financially
responsible as Lessee was expected to be at the lime of the execution of
this Lease or of such assignment or subletting, whichever is greater.

13.  Default; Remedies.
     13.1 Default.  The occurrence of any one or more of the following
events shall constitute a material default of this Lease by Lessee:
          (a)  The vacation or abandonment of the Premises by Lessee.
Vacation of the Premises shall include the failure to occupy the Premises
for a continuous period of sixty (60) days or more, whether or not the rent
is paid.
          (b)  The breach by Lessee of any of the covenants, conditions or
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment
or subletting), 13. 1 (a) (vacation or abandonment), 13.1(e) (insolvency),
13.1(f) (false statement), 16(a) (estoppel certificate), 30(b)
(subordination), 33 (auctions), or 41.1 (easements), all of which are
hereby deemed to be material, non-curable defaults without the necessity of
any notice by Lessor to Lessee thereof.
          (c)  The failure by Lessee to make any payment of rent or any
other payment required to be made by Lessee hereunder, as and when due,
where such failure shall continue for a period of three (3) days after
written notice thereof from Lessor to Lessee.  In the event that Lessor
serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable
Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also
constitute the notice required by this subparagraph.
          (d)  The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or
performed by Lessee other than those referenced in subparagraphs (b) and
(c), above, where such failure shall continue for a period of thirty (30)
days after written notice thereof from Lessor to Lessee; provided, however,
that if the nature of Lessee's noncompliance is such that more than thirty
(30) days are reasonably required for its cure, then Lessee shall not be
deemed to be in default if Lessee commenced such cure within said thirty
(30) day period and thereafter diligently pursues such cure to completion.
To the extent permitted by law, such thirty (30) day notice shall
constitute the sole and exclusive notice required to be given to Lessee
under applicable Unlawful Detainer statutes.
          (e)  (i) The making by Lessee of any general arrangement or
general assignment for the benefit of creditors; (ii) Lessee becoming a
"debtor" as defined in 11 U.S.C. 101 or any successor statute thereto
(unless, in the case of a petition filed against Lessee, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located
at the Premises or of Lessee's interest in this Lease, where possession is
not restored to Lessee within 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.  In the event that any
provision of this paragraph 13.1(e) is contrary to any applicable law, such
provision shall be of no force or effect.
          (f)  The discovery by Lessor that any financial statement given
to Lessor by Lessee, or its successor in interest or by any guarantor of
Lessee's obligation hereunder, was materially false.
     13.2 Remedies.  In the event of any material default or breach of this
Lease by Lessee, Lessor may at any time thereafter, with or without notice
or demand and without limiting Lessor in the exercise of any right or
remedy which Lessor may have by reason of such default:
          (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
all damages incurred by Lessee by reason of Lessee's default 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 any real estate commission
actually paid; the worth at the time of award by the court having
jurisdiction thereof the amount by which the unpaid rent for the balance of
the term after the time of such award exceeds the amount of such rental
loss for the same period that Lessee proves could be reasonably avoided;
that portion of the leasing commission paid by Lessor pursuant to paragraph
15 applicable to the unexpired term of this Lease.
          (b)  Maintain Lessee's right to possession in which case this
Lease shall continue in effect whether or not Lessee shall have vacated or
abandoned the Premises.  In such event Lessor shall be entitled to enforce
all of Lessor's rights and remedies under this Lease, including the right
to recover the rent as it becomes due hereunder.
          (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.  Unpaid installments of rent and other unpaid monetary obligations
of Lessee under the terms of this Lease shall bear interest from the date
due at the maximum rate then allowable by law.
     13.3 Default by Lessor.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time,
but in no event later than thirty (30) days after written notice by Lessee
to Lessor and to the holder of any first mortgage or deed of trust covering
the Premises whose name and address shall have theretofore been furnished
to Lessee in writing, specifying wherein Lessor has failed to perform such
obligation; provided, however, that if the nature of Lessor's obligation is
such that more than thirty (30) days are required for performance then
Lessor shall not be in default if Lessor commences performance within such
30-day period and thereafter diligently pursues the same to completion.
     13.4 Late Charges.  Lessee hereby acknowledges that late payment by
Lessee to Lessor of Base Rent, Lessee's Share of Operating Expenses or
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 on Lessor by the
terms of any mortgage or trust deed covering the Office Building Project.
Accordingly, if any installment of Base Rent, Operating Expenses, or any
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 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 a waiver of Lessee's default with
respect to such overdue amount, nor prevent Lessor from exercising any of
the other rights and remedies granted hereunder.

14.  Condemnation. If the Premises or any portion thereof or the Office
Building Project 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; provided that if so much of the Premises or the Office
Building Project are taken by such condemnation as would substantially and
adversely affect the operation and profitability of Lessee's business
conducted from the Premises, Lessee shall have the option, to be exercised
only in writing within thirty (30) days after Lessor shall have given
Lessee written notice of such taking (or in the absence of such notice,
within thirty (30) days after the condemning authority shall have taken
possession), to terminate this Lease as of the date the condemning
authority takes such possession.  If Lessee does not terminate this Lease
in accordance with the foregoing, this Lease shall remain in full force and
effect as to the portion of the Premises remaining, except that the rent
and Lessee's Share of Operating Expenses shall be reduced in the proportion
that the floor area of the Premises taken bears to the total floor area of
the Premises.  Common Areas taken shall be excluded from the Common Areas
usable by Lessee and no reduction of rent shall occur with respect thereto
or by reason thereof.  Lessor shall have the option in its sole discretion
to terminate this Lease as of the taking of possession by the condemning
authority, by giving written notice to Lessee of such election within
thirty (30) days after receipt of notice of a taking by condemnation of any
part of the Premises or the Office Building Project.  Any award for the
taking of all or any part of the Premises or the Office Building Project
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 in value of the leasehold or
for the taking of the fee, or as severance damages;

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provided, however, that Lessee shall be entitled to any separate award for
loss of the damage to Lessee's trade fixtures, removable personal property
and unamortized tenant improvements that have been paid for by Lessee.  For
that purpose the cost of such improvements shall be amortized over the
original term of this Lease excluding any options.  In the event that this
Lease is not terminated by reason of such condemnation, Lessor shall to the
extent of severance damages received by Lessor in connection with such
condemnation, repair any damage to the Premises caused by such condemnation
except to the extent that Lessee has been reimbursed therefor by the
condemning authority.  Lessee shall pay any amount in excess of such
severance damages required to complete such repair.

15.  Broker's Fee.
     (a)  The brokers involved in this transaction is Beitler Commercial
Realty Services, Inc. as "listing broker" licensed real estate broker.
Upon execution of this Lease by both parties, Lessor shall pay to said
brokers jointly, or in such separate shares as they may mutually designate
in writing, a fee as set forth in a separate agreement between Lessor and
said broker, or in the event there is no separate agreement between Lessor
and said broker(s), the sum of $5,563.00, for brokerage services rendered
by said broker(s) to Lessor in this transaction.
     (b)  deleted
     (c)  Lessor agrees to pay said fee not only on behalf of Lessor but
also on behalf of any person, corporation, association, or other entity
having an ownership interest in said real property or any part thereof,
when such fee is due hereunder.  Any transferee of Lessor's interest in
this Lease, whether such transfer is by agreement or by operation of law,
shall be deemed to have assumed Lessor's obligation under this paragraph
15.  Each listing and cooperating broker shall be a third party beneficiary
of the provisions of this paragraph 15 to the extent of their interest in
any commission arising under this Lease and may enforce that right directly
against Lessor; provided, however, that all brokers having a right to any
part of such total commission shall be a necessary party to any suit with
respect thereto.
     (d)  Lessee and Lessor each represent and warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other
than the person, if any, whose name is set forth in paragraph 15(a), above)
in connection with the negotiation of this Lease and/or the consummation of
the transaction contemplated hereby, and no other broker or other person,
firm or entity is entitled to any commission or finder's fee in connection
with said transaction and Lessee and Lessor do each hereby indemnify and
hold the other harmless from and against any costs, expenses, attorneys'
fees or liability for compensation or charges which may be claimed by any
such unnamed broker, finder or other similar party by reason of any
dealings or actions of the indemnifying party.

16.  Estoppel Certificate.
     (a)  Each party (as "responding party") shall at any time upon not
less than ten (10) days' prior written notice from the other party
("requesting party") execute, acknowledge and deliver to the requesting
party a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full
force and effect) and the date to which the rent and other charges are paid
in advance, if any, and (ii) acknowledging that there are not, to the
responding party's knowledge, any uncured defaults on the part of the
requesting party, or specifying such defaults if any are claimed.  Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Office Building Project or of the business of Lessee.
     (b)  At the requesting party's option, the failure to deliver such
statement within such time shall be a material default of this Lease by the
party who is to respond, without any further notice to such party, or it
shall be conclusive upon such party that (i) this Lease is in full force
and effort, without modification except as may be represented by the
requesting party, (ii) there are no uncured defaults in the requesting
party's performance, and (iii) if Lessor is the requesting party, not more
than one month's rent has been paid in advance.
     (c)  If Lessor desires to finance, refinance, or sell the Office
Building Project, or any part thereof, Lessee hereby agrees to deliver to
any lender or purchaser designated by Lessor such financial statements of
Lessee as may be reasonably required by such lender or purchaser.  Such
statements shall include the past three (3) years' financial statements of
Lessee.  All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes
herein set forth.

17.  Lessor's Liability.  The term "Lessor" as used herein shall mean only
the owner or owners, at the time in question, of the fee title or a
lessee's interest in a ground lease of the Office Building Project, and
except as expressly provided in paragraph 15.  In the event of any transfer
of such title or interest, Lessor herein named (and in case of any
subsequent transfers then the grantor) shall be relieved from and after the
date of such transfer of all liability as respects Lessor's obligations
thereafter to be performed, provided that any funds in the hands of Lessor
or the then grantor at the time of such transfer, in which Lessee has an
interest, shall be delivered to the grantee.  The obligations contained in
this Lease to be performed by Lessor shall, subject as aforesaid, be
binding on Lessor's successors and assigns, only during their respective
periods of ownership.

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.  Except as expressly herein
provided, any amount due to Lessor not paid when due shall bear interest at
the maximum rate then allowable by law or judgments from the date due.
Payment of such interest shall not excuse or cure any default by Lessee
under this Lease; provided, however, that interest shall not be payable on
late charges incurred by Lessee nor on any amounts upon which late charges
are paid by Lessee.

20.  Time of Essence.  Time is of the essence with respect to the
obligations to be performed under this Lease.

21.  Additional Rent.  All monetary obligations of Lessee to Lessor under
the terms of this Lease, including but not limited to Lessee's Share of
Operating Expenses and any other expenses payable by Lessee hereunder shall
be deemed to be rent.

22.  Incorporation of Prior Agreements; Amendments.  This Lease contains
all agreements of the parties with respect to any matter mentioned herein.
No prior or contemporaneous agreement or understanding pertaining to any
such matter shall be effective.  This Lease may be modified in writing
only, signed by the parties in interest at the time of the modification.
Except as otherwise stated in this Lease, Lessee hereby acknowledges that
neither the real estate broker listed in paragraph 15 hereof nor any
cooperating broker on this transaction nor the Lessor or any employee or
agents of any of said persons has made any oral or written warranties or
representations to Lessee relative to the condition or use by Lessee of the
Premises or the Office Building Project and Lessee acknowledges that Lessee
assumes all responsibility regarding the Occupational Safety Health Act,
the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23.  Notices.  Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal delivery or by certified or
registered mail, and shall be deemed sufficiently given if delivered or
addressed to Lessee or to Lessor or at the address noted below or adjacent
to the signature of the mail, and shall be deemed sufficiently given if
delivered or addressed to Lessee or to Lessor at the address noted below or
adjacent to the signature of the respective parties, as the case may be.
Mailed notices shall be deemed given upon actual receipt at the address
required, or forty-eight hours following deposit in the mail, postage
prepaid, whichever first occurs.  Either party may by 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 notice purposes.  A copy of all notices required or

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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 notice to Lessee.

24.  Waivers.  No waiver by Lessor of any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach by
Lessee of the same or any other provision.  Lessor's consent to, or
approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to or approval of any subsequent act by
Lessee.  The acceptance of rent hereunder by Lessor shag not be a waiver of
any preceding breach by Lessee of any provision hereof, other than the
failure of Lessee to pay the particular rent so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of
such rent.

25.  Recording.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of
this Lease for recording purposes.

26.  Holding Over.  If Lessee, with Lessor's consent, remains in possession
of the Premises or any part thereof after the expiration of the term
hereof, such occupancy shall be a tenancy from month to month upon all the
provisions of this Lease pertaining to the obligations of Lessee, except
that the rent payable shall be two hundred percent (200%) of the rent
payable immediately preceding the termination date of this Lease, and all
Options, if any, granted under the terms of this Lease shall be deemed
terminated and be of no further effect during said month to month tenancy.

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

28.  Covenants and Conditions.  Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  Binding Effect; Choice of Law.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the
provisions of paragraph 17, this Lease shall bind the parties, their
personal representatives, successors and assigns.  This Lease shall be
governed by the laws of the State where the Office Building Project is
located and any litigation concerning this Lease between the parties hereto
shall be initiated in the county in which the Office Building Project is
located.

30.  Subordination.
     (a)  This Lease, and any Option or right of first refusal granted
hereby, at Lessor's option, shall be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation or security now or
hereafter placed upon the Office Building Project and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof.  Notwithstanding such
subordination, Lessee's right to quiet possession of the Premises shall not
be disturbed if Lessee is not in default and so long as Lessee shall pay
the rent and observe and perform all of the provisions of this Lease,
unless this Lease is otherwise terminated pursuant to its terms.  If any
mortgage, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease
and such Options shall be deemed prior to such mortgage, deed of trust or
ground lease, whether this Lease or such Options are dated prior or
subsequent to the date of said mortgage, deed of trust or ground lease or
the date of recording thereof.
     (b)  Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted
herein prior to the lien of any mortgage, deed of trust or ground lease, as
the case may be.  Lessee's failure to execute such documents within ten
(10) days after written demand shall constitute a material default by
Lessee hereunder without further notice to Lessee or, at Lessor's option,
Lessor shall execute such documents on behalf of Lessee as Lessee's
attorney-in-fact.  Lessee does hereby make, constitute and irrevocably
appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and
stead, to execute such documents in accordance with this paragraph 30(b).

31.  Attorneys' Fees.
     31.1 If either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights hereunder, the prevailing party
in any such action, trial, or appeal thereon, shall be entitled to his
reasonable attorneys' fees to be paid by the losing party as fixed by the
court in the same or separate suit, and whether or not such action is
pursued to decision or judgment.  The provision of this paragraph shall
inure to the benefit of the broker named herein who seeks to enforce a
right hereunder.
     31.2 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 incurred in good faith.
     31.3 Lessor shall be entitled to reasonable attorneys' fees and all
other costs and expenses incurred in the preparation and service of notices
of default and consultations in connection therewith, whether or not a
legal action is subsequently commenced in connection with such default.

32.  Lessor's Access.
     32.1 Lessor and Lessor's agents shall have the right to enter the
Premises at reasonable times for the purposes of inspecting the same,
performing any services required of Lessor, showing the same to prospective
purchasers, lenders, or lessees, taking such safety measures, erecting such
scaffolding or other necessary structures, making such alterations,
repairs, improvements or additions to the Premises or to the Office
Building Project as Lessor may reasonably deem necessary or desirable and
the erecting, using and maintaining of utilities, services, pipes and
conduits through the Premises and/or other premises as long as there is no
material adverse effect to Lessee's use of the Premises.  Lessor may at any
time place on or about the Premises or the Building any ordinary "For Sale"
signs and Lessor may at any time during the last 120 days of the term
hereof place on or about the Premises any ordinary "For Lease" signs.
     32.2 All activities of Lessor pursuant to this paragraph shall be
without abatement of rent, nor shall Lessor have any liability to Lessee
for the same.
     32.3 Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and
safes, and in the case of emergency to enter the Premises by any reasonably
appropriate means, and any such entry shall not be deemed a forcible or
unlawful entry or detainer of the Premises or an eviction.  Lessee waives
any charges for damages or injuries or interference with Lessee's property
or business in connection therewith.

33.  Auctions.  Lessee shall not conduct, nor permit to be conducted,
either voluntarily or involuntarily, any auction upon the Premises or the
Common Areas 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.  The holding of any auction on the Premises or
Common Areas in violation of this paragraph shall constitute a material
default of this Lease.

34.  Signs.  Lessee shall not place any sign upon the Premises or the
Office Building Project without Lessor's prior written consent.  Under no
circumstances shall Lessee place a sign on any roof of the Office Building
Project.

35.  Merger.  The voluntary or other surrender of this Lease by Lessee, or
a mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.

36.  Consents.  Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of
the other party such consent shall not be unreasonably withheld or delayed.

37.  Guarantor.  In the event that there is a guarantor of this Lease, said
Guarantor shall have the same obligations as Lessee under this Lease.

38.  Quiet Possession.  Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have
quiet possession of the Premises for the entire term hereof subject to all
of the

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provisions of this Lease.  The individuals executing this Lease on behalf
of Lessor represent and warrant to Lessee that they are fully authorized
and legally capable of executing this Lease on behalf of Lessor and that
such execution is binding upon all parties holding an ownership interest in
the Office Building Project.

39.  Options. (Tenant has no options)

40.  Security Measures - Lessor's Reservations.
     40.1 Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the
benefit of the Premises or the Office Building Project.  Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and
the property of Lessee and of Lessee's agents and invitees from acts of
third parties.  Nothing herein contained shall prevent Lessor, at Lessor's
sole option, from providing security protection for the Office Building
Project or any part thereof, in which event the cost thereof shall be
included within the definition of Operating Expenses, as set forth in
paragraph 4.2(b).
     40.2 Lessor shall have the following rights:
          (a)  To change the name, address or title of the Office Building
Project or building in which the Premises are located upon not less than 90
days prior written notice;
          (b)  To, at Lessee's expense, provide and install Building
standard graphics on the door of the Premises and such portions of the
Common Areas as Lessor shall reasonably deem appropriate;
          (c) To permit any lessee the exclusive right to conduct any
business as long as such exclusive does not conflict with any rights
expressly given herein;
          (d)  To place such signs, notices or displays as Lessor
reasonably deems necessary or advisable upon the roof, exterior of the
buildings or the Office Building Project or on pole signs in the Common
Areas.
     40.3 Lessee shall not:
          (a)  Use a representation (photographic or otherwise) of the
Building or the Office Building Project or their name(s) in connection with
Lessee's business:
          (b)  Suffer or permit anyone, except in emergency, to go upon the
roof of the Building.

41.  Easements.
     41.1 Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or
desirable, and to cause the recordation of Parcel Maps and restrictions, so
long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee.  Lessee
shall sign any of the aforementioned documents upon request of Lessor and
failure to do so shall constitute a material default of this Lease by
Lessee without the need for further notice to Lessee.
     41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third
parties, shall in no way affect this Lease or impose any liability upon
Lessor.

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

43.  Authority.  If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease an behalf of
such entity, represent and warrant that such individual is duly authorized
to execute and deliver this Lease on behalf of said entity.  If Lessee is a
corporation, trust or partnership, Lessee shall, within thirty (30) days
after execution of this Lease, deliver to Lessor evidence of such authority
satisfactory to Lessor.

44.  Conflict.  Any conflict between the printed provisions, Exhibits or
Addenda of this Lease and the typewritten or handwritten provisions, if
any, shall be controlled by the typewritten or handwritten provisions.

45.  No Offer.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to
lease.  This Lease shall become binding upon Lessor and Lessee only when
fully executed by both parties.

46.  Lender Modification.  Lessee agrees to make such reasonable
modifications to this Lease as may be reasonably required by an
institutional lender in connection with the obtaining of normal financing
or refinancing of the Office Building Project.

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47.  Multiple Parties.  If more than one person or entity is named as
either Lessor or Lessee herein, except as otherwise expressly provided
herein, the obligations of the Lessor or Lessee herein shall be joint and
several responsibility of all persons or entities named herein as such
Lessor or Lessee, respectively.

48.  Work Letter.  This Lease is supplemented by that certain Work Letter
of even date executed by Lessor and Lessee attached hereto as Exhibit C and
incorporated herein by this reference.

49.  Attachments.  Attached hereto are the following documents which
constitute a part of this Lease:
     (None)

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN AND, BY 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 SUBMISSION
     TO YOUR ATTORNEY FOR HIS APPROVAL.  NO REPRESENTATION OR
     RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
     ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS
     TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
     LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY
     SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND
     TAX CONSEQUENCES OF THIS LEASE.

     LESSOR                                  LESSEE

925 WILSHIRE ASSOCIATES, LLC            NEW MEXICO SOFTWARE, INC.

By /s/ Robert Braun                     By: /s/ Richard F. Govatski
Its                                     Its President 6/9/00

                                        By /s/ Teresa Dickey
                                        Its Sec./Treasurer



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      Addendum to the Office Lease dated June 8, 2000 by and between
        925 Wilshire Associates, LLC and New Mexico Software, Inc.


The parties agree that the terms of this Addendum will amend certain terms
of the printed Lease, therefore it is hereby agreed that in the event the
terms of this Addendum should in any way be in conflict with the printed
portions of the Lease Agreement, the terms of this Addendum shall prevail.

50.  Not withstanding anything to the contrary, Tenant's Base Rent shall
     increase by Three Percent (3%) per annum, commencing the first day of
     the thirteenth month of the Lease.

51.  The Base Rent for the second (2nd) month of the Lease term shall be
     Two Thousand Four Hundred Dollars ($2,400.00) and shall be due on the
     eighth (8th) day of the second (2nd) mouth of the Lease term.  All
     other Base Rent payments shall be consistent with Sections 1.6 and 1.7
     of the Lease document.

52.  As of the Commencement Date, Tenant will utilize one (1) of the three
     (3) allotted parking space at a rate of Seventy-five Dollars ($75.00)
     per space, on a month-to-month basis, until additional spaces are
     needed.  In the event it is noted that additional spaces are being
     utilized by Tenant' s employees without prior written consent of the
     Landlord, a penalty of One Hundred and Fifty Dollars ($150.00) shall
     be applied to the Base Rent as Additional Rent and shall be due and
     included with the following months rent.

53.  Tenant's utilities are metered and shall be the Tenant's full
     responsibility in addition to any janitorial services.

54.  Landlord shall be responsible for all other Operating Expenses.

55.  Regarding Section 12, Landlord and Tenant shall split fifty/fifty
     (50/50) any rent received that is in excess of the rent payable under
     the Lease.

Tenant: New Mexico Software, Inc.       Landlord: 925 Wilshire Associates, LLC

        BY: /s/ Richard F. Govatski               /s/ Robert Braun
        ITS: President                            DATE: 7/15/00
        DATE: 6/9/00

        BY: /s/ Teresa Dickey
        ITS: Sec./Treasurer
        DATE:
<PAGE>

      Addendum to the Office Lease dated June 8, 2000 by and between
        925 Wilshire Associates, LLC and New Mexico Software, Inc.


The parties agree that the terms of this Addendum will amend certain terms
of the printed Lease, therefore it is hereby agreed that in the event the
terms of this Addendum should in any way be in conflict with the printed
portions of the Lease Agreement, the terms of this Addendum shall prevail.

55.  The mailing address for the parties shall be as follows:

      NEW MEXICO SOFTWARE, INC.          925 WILSHIRE ASSOCIATES, LLC
      ATTN: Mr. Dick Govatski            ATTN: Mr. Robert Braum
      5041 Indian School NE              919 Wilshire Boulevard
      Albuquerque, NM   97110            Santa Monica, CA   90403


Tenant: New Mexico Software, Inc.       Landlord: 925 Wilshire Associates, LLC

        BY: /s/ Richard F. Govatski               /s/ Robert Braun
        ITS: President                            DATE: 7/25/00
        DATE: 7/14/00

        BY: /s/ Teresa Dickey
        ITS: Sec./Treasurer
        DATE: 7/14/00