Exhibit 10.16


                                  OFFICE LEASE

                                 by and between


                         L.A.T. INVESTMENT CORPORATION,
                            a California corporation
                                   "LANDLORD"


                                       and


               Cumetrix Data Systems, a California Corporation and
        Online Transaction Technologies, Inc., a California Corporation,
                             Jointly and Severally,


                                    "TENANT"


                                 Effective Date
                                  March 7, 1999


<PAGE>
                     TABLE OF CONTENTS

                                                           PAGE

1.   Parties  . . . . . . . . . . . . . . . . . . . . . . .   1
2.   Summary of Basic Terms . . . . . . . . . . . . . . . .   1
3.   DEMISE AND TERM  . . . . . . . . . . . . . . . . . . .   2
4.   POSSESSION AND COMMENCEMENT  . . . . . . . . . . . . .   2
5.   MONTHLY. . . . . . . . . . . . . . . . . . . . . . . .   2
6.   SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . .   3
7.   OPERATING EXPENSES . . . . . . . . . . . . . . . . . .   3
8.   USE OF PREMISES. . . . . . . . . . . . . . . . . . . .   4
9.   ALTERATIONS AND ADDITIONS. . . . . . . . . . . . . . .   5
10.  REPAIRS. . . . . . . . . . . . . . . . . . . . . . . .   7
11.  SERVICE AND UTILITIES. . . . . . . . . . . . . . . . .   7


<PAGE>
                     TABLE OF CONTENTS
                        (CONTINUED)

                                                           PAGE

12.  ENTRY BY LANDLORD. . . . . . . . . . . . . . . . . . .   8
13.  TENANT'S INSURANCE . . . . . . . . . . . . . . . . . .   8
14.  DAMAGE OR DESTRUCTION; EMINENT DOMAIN. . . . . . . . .   9
15.  ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . .  11
16.  QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . .  13
17.  MORTGAGE PROTECTION. . . . . . . . . . . . . . . . . .  14
18.  ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . .  14


<PAGE>
                     TABLE OF CONTENTS
                        (CONTINUED)

                                                           PAGE

19.  DEFAULT. . . . . . . . . . . . . . . . . . . . . . . .  15
20.  REMEDIES FOR DEFAULT . . . . . . . . . . . . . . . . .  15
21.  Holding Over . . . . . . . . . . . . . . . . . . . . .  18
22.  Indemnification and Exculpation. . . . . . . . . . . .  19
23.  Rules and Regulations. . . . . . . . . . . . . . . . .  20
24.  OTHER TAXES. . . . . . . . . . . . . . . . . . . . . .  20
25.  TENANT'S BROKER. . . . . . . . . . . . . . . . . . . .  20
26.  Parking. . . . . . . . . . . . . . . . . . . . . . . .  20
27.  AUTHORITY TO ENTER INTO LEASE. . . . . . . . . . . . .  21
28.  RELOCATION . . . . . . . . . . . . . . . . . . . . . .  21
29.  REMOVAL OF PROPERTY. . . . . . . . . . . . . . . . . .  22
30.  OPTION TO EXTEND TERM. . . . . . . . . . . . . . . . .  22
31.  RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . .  22
32.  GENERAL PROVISIONS . . . . . . . . . . . . . . . . . .  23


<PAGE>
                     TABLE OF CONTENTS
                        (CONTINUED)

                                                           PAGE


<PAGE>
LIST  OF  EXHIBITS
------------------
Exhibit  "A"  -  Premises  Floor  Plan
------------
Exhibit  "B"  -  Lease  Commencement Date Confirmation
------------
Exhibit  "C"  -  Rules  and  Regulations  of  Building
------------
Exhibit  "D"  -  Corporate  Resolution
------------
Exhibit  "E"  -  Tenant  Improvements
------------


<PAGE>
                             INDEX OF DEFINED TERMS

       TERM                                      WHERE DEFINED
Additional Rent                                 Article 5
Alterations                                     Section 9.1(a)
Base Year                                       Article 2
Building                                        Article 2
Building Parking Facility                       Article 26
Building 7                                      Article 26
Commencement Date                               Section 4.3
Comparison Year                                 Section 7.1(a)
Expiration Date                                 Article 2
HVAC                                            Section 9.1(a)
Land                                            Article 2
Landlord                                        Article 1
Landlord's Affiliates                           Section 22.1(b)
Landlord's Mortgages                            Section 17.1
Laws                                            Section 8.3
Lease Term                                      Article 2
Liabilities                                     Section 22.1(a)
Liens                                           Section 9.3
Monthly Rent                                    Article 2
Operating Expenses                              Section 7.1(c)
Option                                          Article 29
Permitted Use                                   Article 2
Premises                                        Article 2
Real Property Taxes                             Section 7.1(b)
Relocation Notice                               Article 28
Rentable Area of Building                       Article 2
Rentable Area of Premises                       Article 2
Scheduled Commencement Date                     Article 2
Security Deposit                                Article 2
Superior Lease and Mortgages                    Article 16
Tenant                                          Article 1
Tenant's Affiliates                             Section 22.1(b)
Tenant's Broker                                 Article 2
Tenant's Parking                                Article 26
Tenant's Property                               Article 9.2
Tenant's Share                                  Article 2


<PAGE>
                                  OFFICE LEASE

1.     Parties
       -------

     This  office lease ("Lease"), dated for reference purposes only as February
18,  1999  is  entered  into  by  and between L. A. T. INVESTMENT CORPORATION, a
California  corporation  ("Landlord"),  and  Cumetrix Data Systems, a California
Corporation  ("Landlord"),  and  Cumetrix Data Systems, a California Corporation
and Online Transaction Technologies, Inc., a California Corporation, Jointly and
Severally,  ("Tenant").

2.     Summary  of  Basic  Terms
       -------------------------

     As  used  in  this  Lease,  the following terms shall have the meanings set
forth below, subject to the qualifications, adjustments and exceptions set forth
elsewhere  in  this  Lease:

          (a)     Base  Year:  calendar  year  1999.
                  ----------

          (b)     Building:  The  office  building  located at 5777 West Century
                  --------
Boulevard,  Los  Angeles,  California, including all plazas, lobbies, landscaped
areas,  office  and  commercial  space  and  parking  garages.

          (c)     Commencement  Date:  March  7,  1999.
                  ------------------

          (d)     Expiration  Date:  March  6,  2002.
                  ----------------

          (e)     Land:  the  Parcel(s)  of  land  upon  which  the  Building is
                  ----
located.

          (f)     Landlord's  Address for Notices:  5777 West Century Boulevard,
                  -------------------------------
Suite  500,  Los  Angeles,  CA  90045,  Attn:  Property  Manager.

          (g)     Lease  Term:  Three  (3)  years.
                  -----------

          (h)     Lease Year:  Each twelve (12) month period commencing with the
                  ----------
Commencement  Date.

          (i)     Monthly  Rent:  $6,144.45  during the first Lease Year with 3%
                  -------------
annual  increase  in  the  ensuing  Lease  Years.

          (j)     Permitted  Use:  General  Business and professional office use
                  --------------
consistent  with  the  character  of  a first class institutional quality office
building  (excluding  governmental  and  medical uses) and for no other purpose.

          (k)     Premises:  That  portion  of  the  fourteenth  floor  of  the
                  --------
Building,  more commonly referred to as Suite 1400, as shown hatched in black on
the  floor  plan  attached  hereto  as  Exhibit  "A".
                                        -------------

          (l)     Rentable  Area  of  Building:  472,531  rentable  square  feet
                  ----------------------------
(which  number  shall  be  conclusive  for  all  purposes  hereunder).


                                        1
<PAGE>
          (m)     Rentable  Area  of Premises:  5343 rentable square feet (which
                  ---------------------------
number  shall  be  conclusive  for  all  purposes  hereunder).

          (n)     Security  Deposit:  $6,518.65
                  -----------------

          (o)     Tenant's  Address  for Notices Prior to the Commencement Date:
                  -------------------------------------------------------------
957  Lawson  St.,  City  of  Industry,  CA  91748

          (p)     Tenant's  Broker:  None
                  ----------------

          (q)     Tenant's  Share:  1.13%
                  ---------------


3.     DEMISE  AND  TERM
       -----------------

     Landlord  hereby leases the Premises to Tenant and Tenant hereby leases the
Premises from Landlord, subject to all of the terms, covenants and conditions in
this  Lease.  The  Premises  are  leased  for  the Lease Term, which, subject to
Article  4  below,  shall  commence  on  the  Commencement  Date  and  shall
----------
expire  on  the  Expiration  Date,  unless  sooner  terminated  pursuant  to the
provisions  of  this  Lease.

4.     POSSESSION  AND  COMMENCEMENT
       -----------------------------

     4.1     Delay  in  Delivery  of  Possession.  If  Landlord  cannot  deliver
             ---------------------------------
possession  of  the  Premises to Tenant on the Commencement Date for any reason,
this  Lease shall not be void or voidable nor shall Landlord be liable to Tenant
for any Liabilities resulting therefrom, and Tenant waives the provisions of any
Laws to the contrary.  In this case, the Lease Term and the regular installments
of  Monthly  Rent and Additional Rent payable by Tenant shall not commence until
Landlord  delivers  possession of the Premises.  If Landlord delivers and Tenant
accepts  possession  of  the  Premises prior to the Commencement Date, the Lease
Term  shall commence on the date Tenant accepts possession and all of the terms,
covenants  and conditions of this Lease, including, without limitation, Tenant's
obligation to pay the Monthly Rent and Additional Rent hereunder, shall commence
as  of  such  date.  If  Landlord  delivers possession of the Premises after the
Commencement  Date,  the  Lease  Term  shall commence on the date Tenant accepts
possession  and  the  Expiration  Date  shall be shifted accordingly so that the
Lease  Term  shall  remain  as  set  forth  in  Section  2(g).

     4.2     Delays  Caused by Tenant.  Notwithstanding anything to the contrary
             ------------------------
in  Section  4.1, if Landlord's failure to deliver possession of the Premises to
Tenant  on  the  Commencement  Date  results  from  Tenant's  (or its agents' or
employees')  acts  or omissions, the Monthly Rent and Additional Rent payable by
Tenant  shall commence on the date when Landlord would have delivered possession
of  the  Premises  but  for  such  acts  or  omissions.

     4.3     Commencement Date.  The term "Commencement Date" means the date set
             -----------------
forth  in Section 2(c) or the date when the Lease Term commences as described in
Section  4.1  above.  Upon  Landlord's  request,  Tenant  shall  confirm  the
------------
Commencement  Date  if different from the date set forth in Section 2(c) herein,
by  executing  a  confirmation  letter  (similar in substantial  form to the one
attached  hereto  as  Exhibit  "B") convenient to memorialize such, but Tenant's
                      ------------
failure  to  do  so  shall  not  affect  the  commencement  of  the  Lease Term.


                                        2
<PAGE>
5.     MONTHLY  RENT
       -------------

     5.1     Monthly  Rent.  Tenant  shall  pay  to  Landlord,  as  rent for the
             -------------
Premises,  the  Monthly Rent stipulated in Article 2.  The Monthly Rent shall be
                                           ---------
payable  in  advance on or before the first day of the first full calendar month
of  the  Lease  Term  (the "First Month") and on or before the first day of each
successive  calendar  month  thereafter  during  the Lease Term, except that the
Monthly  Rent  for  the  First  Month  (and  for the period {if any} between the
Commencement  Date and the First Month) shall be paid upon the execution of this
Lease.  The  Monthly Rent for any period during the Lease Term which is for less
than  one  (1)  month  shall  be prorated based on a thirty (30) day month.  The
Monthly  Rent and all other rent hereunder shall be paid without prior notice or
demand,  without  deduction  or  offset, in lawful money of the United States of
America which shall be legal tender at the time of payment, at the office of the
Building  or  to another person or at another place as Landlord may from time to
time  designate  in writing.  The term "Additional Rent" means all other amounts
payable  by  Tenant  hereunder  (whether  or not designated as Additional Rent).

6.     SECURITY  DEPOSIT
       -----------------

     Upon the execution of this Lease, Tenant shall deposit the Security Deposit
with  Landlord.  The  Security Deposit shall be held by Landlord as security for
the  performance  of all of Tenant's obligations during the Lease Term. Upon any
default  by Tenant under this Lease, Landlord may, but shall not be obligated to
use,  apply or retain all or any part of the Security Deposit for the payment of
any  rent  in  default,  or  any other Liabilities which Landlord may incur as a
result of or in connection with Tenant's default. If any portion of the Security
Deposit  is  so used or applied Tenant shall, within five (5) days after written
demand  therefore, deposit cash with Landlord in an amount sufficient to restore
the  Security  Deposit to its previous amount. Landlord shall not be required to
keep  the Security Deposit separate from its general funds, and Tenant shall not
be entitled to receive interest on the Security Deposit. If Tenant complies with
all  of the provisions of this Lease, the unused portion of the Security Deposit
shall  be  returned  to  Tenant (or, at Tenant's option, to the last assignee of
Tenant's  interest  hereunder)  within  thirty (30) days after the expiration or
sooner  termination  of  the  Lease  Term and the surrender of possession of the
Premises  to  Landlord  in  the  conditions  required  hereby.

7.     OPERATING  EXPENSES
       -------------------

     7.1     Definitions.  As  used  in this Lease, the following terms have the
             -----------
meanings  set  forth  below:

          (a)     Comparison  Year.  Each calendar year after the Base Year, all
                  ----------------
or  any  portion  of  which  fall  within  the  Lease  Term.


                                        3
<PAGE>
          (b)     Real  Property  Taxes.  Any  fee,  license  fee,  license tax,
                  ---------------------
business  license  fee, commercial rental tax, levy, charge, assessment, penalty
or tax imposed by any taxing authority against the Land or the Building; any tax
on  Landlord's right to receive, or the receipt of, rent or income from the Land
or the Building; any tax or charge for fire protection, streets, sidewalks, road
maintenance,  refuse or other services provided to the Land or the Building; any
tax  imposed  on  this transaction or based on a reassessment of the Land or the
Building  due  to a change in ownership or transfer of all or part of Landlord's
interest  in  this  Lease,  the  Land  or  the  Building;  and any charge or fee
replacing  any  tax  previously  included within this definition.  Real Property
Taxes  do  not  include  Landlord's  federal  or  state  net  income, franchise,
inheritance,  gift  or  estate  taxes.

          (c)     Operating Expenses.  All  costs  and  expenses  of  operating,
                  -------------------
maintaining  and repairing the Building and the Land, including, but not limited
to:  Real  Property  Taxes;  water and sewer charges; insurance premiums for all
insurance  policies  deemed  necessary  by  Landlord;  deductible  amounts under
insurance  policies;  janitorial services; wages of Landlord's employees engaged
in  the  operation, maintenance or repair of the Building or the Land, including
all  customary  employee  benefits,  Worker's  Compensation  and  payroll taxes;
management fees, or, if no managing agent is retained for the Building, a sum in
lieu  thereof  which  is not in excess of the prevailing rate for the management
services  charged  by  professional  management  companies  for the operation of
similar  buildings; legal, accounting and other consulting fees; the cost of air
conditioning,  heating,  ventilation,  electricity, water and other services and
utilities; elevator maintenance; capital improvements and replacements to all or
any  portion of the Building and the Land made after completion of the Building,
which  shall  be  appropriately  amortized  over  the  useful  life  of  such
improvements; capital improvements and replacements to all or any portion of the
Building and the Land made after completion of the Building as a result of or in
order  to comply with any Laws including, but not limited to, Laws pertaining to
energy,  natural  resources  conservation,  safety  or environmental protection,
which  shall  be  appropriately  amortized  over  the  useful  life  of  such
improvements;  all  costs  and expenses incurred by Landlord and interest on any
funds  borrowed  to  pay  the cost of any of the foregoing capital improvements;
supplies,  materials,  equipment  and  tools;  and maintenance and repair of all
parking  and common areas. Operating Expenses do not include depreciation on the
existing  Building  and improvements or equipment therein, loan payments (except
as  expressly  provided  above),  executive  salaries  or  real  estate broker's
commissions.  Tenant shall not be charged for property tax increase due to sales
or  refinancing  of  the  Building  during the term  of  the  Lease.

      7.2     Payment for Increases in Operating Expenses.  If the Operating
              -------------------------------------------
Expenses  paid  or incurred by Landlord in any Comparison Year increase over the
Operating  Expenses  paid  or  incurred  for the Base Year, Tenant shall pay, as
Additional  Rent, Tenant's Share of the increase in the manner set forth in this
Article.  If,  during  any period in a Comparison Year or in the Base Year, less
than ninety-five percent (95%) of the rentable area of the Building is occupied,
the  Operating  Expenses  for  that year shall be adjusted to what the Operating
Expenses  would  have  been if ninety-five percent (95%) of the rentable area of
the  Building  had  been  occupied  throughout  that  year.  Tenant's  Share  of
increases  in  Operating  Expenses  shall be prorated for any partial Comparison
Year  which  falls  within  the  Lease  Term.


                                        4
<PAGE>
     7.3     Manner  of  Payment.  Landlord  shall deliver to Tenant a statement
             -------------------
showing  Landlord's  reasonable  estimate  of  the  Operating  Expenses for each
Comparison  Year  and  the amount of Tenant's share of any increase in Operating
Expenses  based  on  such  estimate.  Commencing  as  of the first day of each
Comparison  Year,  Tenant  shall pay to Landlord, at the times and in the manner
provided  herein for the payment of Monthly Rent, one-twelfth (1/12) of Tenant's
Share  of  any  increases  as  shown  by  Landlord's  statement.  If  Landlord's
statement  is  furnished after January 1 of a Comparison Year, then on or before
the  first  day  of  the  first  calendar  month  following  Tenant's receipt of
Landlord's  statement,  in addition to the monthly installment of Tenant's Share
of  any increase due on that date, Tenant shall pay the amount of Tenant's Share
of any increases due on that date, Tenant shall pay the amount of Tenant's Share
of  any  increases  for each calendar month or fraction thereof that has already
elapsed  in  such  Comparison  Year.

     7.4     Final  Statement.  After the end of each Comparison Year (including
             ----------------
the  Comparison Year in which the Lease Term terminates), Landlord shall deliver
to Tenant a final statement of the actual Operating Expenses for such Comparison
Year.  Within  ten  (10)  days of delivery of each final statement, Tenant shall
pay Landlord the amount due for Tenant's Share of any excess of actual Operating
Expenses  over  amount  paid  by  Tenant  to  Landlord  on account of Landlord's
reasonable  estimate  of Operating Expenses.  Tenant shall have thirty (30) days
after  delivery  of  Landlord's  final  statement  to  object  in writing to the
accuracy  of  the  statement.  If Tenant does not object within such thirty (30)
day  period,  Landlord's  final  statement  shall  be  conclusive and binding on
Tenant.  Objections  by  Tenant shall not excuse or abate Tenant's obligation to
make the payments required under this Section 7.4 (or under Section 7.3) pending
                                      -----------           -----------
the  resolution of Tenant's objection.  Any credit due to Tenant for overpayment
of  Tenant's  Share of any increases in the Operating Expenses shall be credited
against  the  installments  of  Monthly  Rent  next  coming  due.  However,  any
overpayment  for the Comparison Year in which the Lease Term terminates shall be
retained  by  Landlord  to increase the Security Deposit, and shall be refunded,
used,  applied  or  retained  as  set  forth  in  Article 6  above.
                                                  ---------

8.     USE  OF  PREMISES
       -----------------

     8.1     Permitted  Use.  Tenant  shall  use  the  Premises  only  for  the
             --------------
Permitted  Use and shall not use or permit the Premises to be used for any other
purpose.

     8.2     Restrictions  on Use.  Tenant shall not do or permit anything to be
             --------------------
done  in or about the Premises nor bring or keep anything therein which will (a)
increase the existing rate of, cause the cancellation of, or otherwise adversely
affect  any  casualty or other insurance for the Building or any part thereof or
any  of  its contents; (b) impair the proper and economic maintenance, operation
and  repair  of  the  Building or any portion thereof; (c) obstruct or interfere
with the rights of other tenants or occupants of the Building or injure or annoy
them;  or  (d)  cause  any  nuisance  in  or about the Premises or the Building.
Tenant  shall  not  use  or  allow  any  part of the Premises to be used for the
storage,  manufacturing  or  sale  of  food or beverages or for the manufacture,
retail  sale  or  auction of merchandise, goods or property of any kind, or as a
school or classroom, or for any unlawful or objectionable purpose.  Tenant shall
not  commit  or allow to be committed any waste to the Premises of the Building.


                                        5
<PAGE>
     8.3     Compliance  with Laws.  Tenant shall not use the Premises or permit
             ---------------------
anything  to  be  done  in or about the Premises, the Building or the Land which
will  in  any  way  conflict  with  any  law,  statute,  ordinance,  code, rule,
regulation,  requirement,  license, permit, certificate, judgment, decree, order
or  direction  of  any  governmental  or  quasi-governmental  authority, agency,
department,  board, panel or court (singularly and collectively "Laws").  Tenant
shall,  at  its expense, promptly comply with all Laws and with the requirements
of  any  board  of  fire  insurance  underwriters or other similar bodies now or
hereafter  constituted, relating to or affecting the condition, use or occupancy
of the Premises.  Tenant shall not be required to make structural changes to the
Premises  unless  they  arise  or  are required because of or in connection with
Tenant's  specific  use  of  the  Premises, or the type of business conducted by
Tenant  in the Premises, or Tenant's Alterations, or Tenant's acts or omissions.
Tenant  shall  obtain  and maintain in effect during the Lease Term all licenses
and  permits  required for the proper and lawful conduct of Tenant's business in
the Premises, and shall at all times comply with such licenses and permits.  The
judgment  of  any  court of competent jurisdiction or the admission of Tenant in
any  action  or  proceeding (whether Landlord is a party or not) that Tenant has
violated  any  Laws  shall  be  conclusive  of that fact as between Landlord and
Tenant.

9.     ALTERATIONS  AND  ADDITIONS
       ---------------------------

     9.1     Landlord's  Consent.
             -------------------

          (a)     Tenant  shall  not  make or permit to be made any alterations,
additions  of  improvements (singularly and collectively "Alterations") to or of
the  Building  or  the  Premises  or  any part thereof without the prior written
consent  of Landlord in each instance.  However, Landlord's consent shall not be
required  for  minor  decorations  of  the  Premises  such as wall hangings, and
movable  partitions,  nor  the  installation  of furnishings and, subject to the
provisions  of  Section  11.2,  office  equipment.
                -------------

          (b)     Landlord  will  not  unreasonably  withhold its consent to any
Alterations provided and upon the condition that all of the following conditions
shall  be satisfied: (i) the Alterations do not affect the outside appearance of
the  Building;  (ii)  the  Alterations  are  nonstructural and do not impair the
strength  of  the Building or any part thereof; (iii) the Alterations are to the
interior  of  the Premises and do not affect any part of the Building outside of
the  Premises;  (iv) the Alterations do not affect the proper functioning of the
heating,  ventilating  and  air  conditioning  ("HVAC"), mechanical, electrical,
sanitary  or  other utilities, systems and services of the Building, or increase
the  usage  thereof  by Tenant; (v) Landlord shall have approved the final plans
and  specifications  for  the  Alterations  and all contractors who will perform
them;  (vi)  Tenant  pays  to  Landlord (A) a fee for Landlord's indirect costs,
field  supervision  or  coordination in connection with the Alterations equal to
ten  percent  (10%) of the estimated cost of the Alterations, and (B) the actual
and  customary costs and expenses incurred by Landlord in reviewing the Tenant's
plans  and  specifications  and  inspecting the Alterations to determine whether
they  are  being  performed  in  accordance  with  the  approved  plans  and
specifications  and  in compliance with Laws, including, without limitations the
fees  of  any architect or engineer employed by Landlord for such purpose; (vii)
before  proceeding  with  any  Alteration  which  will  cost  more  than $10,000
(exclusive  of  the


                                        6
<PAGE>
costs  of  items constituting Tenant's Property, as defined Section 9.2), Tenant
                                                            -----------
obtains  and  delivers  to  Landlord,  at  Landlord's  option,  either  :  (C) a
performance  bond  and  a  labor  and  materials payment bond for the benefit of
Landlord,  issued  by  a corporate surety licensed to do business in California,
each  in  an  amount  equal  to  one  hundred  twenty five percent (125%) of the
estimated  cost  of the Alterations and in form satisfactory to Landlord, or (D)
such  other security as shall be reasonably satisfactory to Landlord. Unless all
of  the  foregoing  conditions  are  satisfied, Landlord shall have the right to
withhold  its  consent  to  the  Alterations  in  Landlord's  sole  and absolute
discretion.

          (c)     Not less than fifteen (15) days nor more than twenty (20) days
prior  to  commencement  of any alterations, Tenant shall notify Landlord of the
work so that Landlord may post notices of non-responsibility about the Premises.
All  Alterations  must  comply with all Laws, the other terms of this Lease, and
the  final plans and specifications approved by Landlord, and Tenant shall fully
and  promptly comply with and observe the rules and regulations of Landlord then
in  force  with  respect  to  the  making  of Alterations. Landlord's review and
approval  of  Tenant's  plans  and  specifications  are  solely  for  Landlord's
benefits.  Landlord  shall  have  no  duty  toward Tenant, nor shall Landlord be
deemed  to  have  made any representation of warranty to Tenant, with respect to
the  safety,  adequacy,  correctness,  efficiency or compliance with Laws of the
design  of  the  Alterations, the plans and specifications thereof, or any other
matter  regarding  the  Alterations.

     9.2     Ownership  and  Surrender of Alterations.  Upon their installation,
             ----------------------------------------
all  Alterations,  including,  but  not  limited to, wall covering, paneling and
built-in  cabinets,  but  excluding movable furniture, trade fixtures and office
equipment ("Tenant's Property"), shall become a part of the realty and belong to
Landlord  and  shall  be  surrendered  with  the  Premises.  However,  upon  the
expiration  or  sooner termination of the Lease Term, Tenant shall, upon written
demand by Landlord, at Tenant's expense, immediately remove any Alterations made
by  Tenant  which are designated by Landlord to be removed and repair any damage
to  the  Premises  caused  by  such  removal.

     9.3     Liens.  Tenant  shall  pay when due all claims for labor, materials
             -----
and  services  furnished  by or at the request of Tenant or Tenant's Affiliates.
Tenant  shall  keep the Premises, the Building and the Land free from all liens,
security  interests  and  encumbrances  (including,  without  limitation,  all
mechanic's  liens  and  stop  notices)  created  as  a  result  of or arising in
connection  with  the  Alterations  or  any  other  labor, services or materials
provided  for  or  at the request of Tenant or Tenant's Affiliates, or any other
act or omission of Tenant or Tenant's Affiliates, or persons claiming through or
under  them.  (Such  liens,  security  interests and encumbrances singularly and
collectively  are  herein  called  "Liens").  Tenant  shall not use materials in
connection  with  the  Alterations  that are subject to any Liens.  Tenant shall
indemnify Landlord and Landlord's Affiliates for, and hold Landlord and Landlord
harmless  from and against:  (a) all Liens; (b) the removal of all Liens and any
actions  or  proceedings  related  thereto;  and (c) all Liabilities incurred by
Landlord  or  Landlord's Affiliates in connection with the foregoing.  If Tenant
fails  to keep the Premises, the Building and the Land free from Liens, then, in
addition  to  any  other rights and remedies available to Landlord, Landlord may


                                        7
<PAGE>
take  any  action  necessary to discharge such Liens, including, but not limited
to,  payment  to  the claimant on whose behalf the Lien was filed.  Tenant shall
indemnify  Landlord  for,  and  hold  Landlord  harmless  from  and against, all
Liabilities  so  incurred  by  Landlord, without regard to any defense or offset
that  Tenant  may  have  had  against the claimant.  Neither Landlord's curative
action  nor the reimbursement of Landlord by Tenant's default in failing to keep
the  Premises,  the  Building  and  the  Land  free  from  Liens.

     9.4     Additional  Requirements.  Alterations  shall comply with all Laws.
             ------------------------
Tenant,  at its expense, shall obtain all necessary permits and certificates for
the  commencement  and performance of Alterations and for final approval thereof
upon  completion,  shall  deliver  copies  of  such  permits and certificates to
Landlord promptly following the issuance thereof and shall cause the Alterations
to  be  performed  in  compliance  therewith  and  with all applicable insurance
requirements, and in a good, first-class and workmanlike manner.  Tenant, at its
expense,  shall diligently cause the cancellation or discharge of all notices of
violation  arising from otherwise connected with Alterations, or any other work,
labor,  services  or  materials  done  for  or  supplied  to  Tenant or Tenant's
Affiliates,  or  by  any  person  claiming  through  or under Tenant or Tenant's
Affiliates.  Alterations  shall  be  performed  so  as not to interfere with any
other tenant in the Building, cause labor disharmony therein, or delay or impose
any  additional  expense on Landlord in the construction, maintenance, repair or
operation  of  the  Building.  Throughout  the  performance  of the Alterations,
Tenant,  at  its  expense,  shall  carry, or cause to be carried, in addition to
insurance  described in Article 13, Worker's Compensation insurance in statutory
                        ----------
limits  and  such  other  insurance  as  Landlord  may  reasonable require, with
insurers  reasonably  satisfactory  to  Landlord.  Tenant shall furnish Landlord
with  satisfactory  evidence  that  such insurance is in effect at or before the
commencement  of  the  Alterations  and,  upon  request, at reasonable intervals
thereafter  until  completion  of  the  Alterations.

10.     REPAIRS
        -------

     10.1     Conditions of Premises.  The Premises shall be delivered to Tenant
              ----------------------
in  an  "as is" and "all faults" condition and Landlord shall have no obligation
whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or
any  part  thereof either prior to or during the Lease Term except to the extent
expressly  provided  in Exhibit "E" attached hereto.  By accepting possession of
                        -----------
the  Premises,  Tenant shall be deemed to have acknowledged that the Premises is
suitable  for  its  purposes and it is in good condition and repair.  Subject to
Section  10.2,  Tenant,  at its expenses, shall keep the Premises and every part
-------------
thereof  in  good  condition and repair and shall, upon the expiration or sooner
termination  of  the  Lease Term, surrender the Premises to Landlord broom clean
and  in  good  condition  and  repair,  ordinary wear and tear excepted.  Tenant
acknowledges and agrees that it has inspected, or prior to the Commencement Date
will  inspect,  the  Premises  and,  that  Tenant  is  not  relying  on  any
representations  or  warranties  made  by  Landlord  or  Landlord's  Affiliates
regarding  the Premises, the Building or the Land except as may be expressly set
forth  herein.

     10.2     Landlord's  Obligation to Repair.  Subject to Article 14, Landlord
              --------------------------------              ----------
shall  repair  and  maintain the common areas and the structural portions of the
Building,  including,  but  not limited to, the structural portions of the roof,
the  foundations,  exterior  load-bearing walls, and the basic HVAC, mechanical,


                                        8
<PAGE>
electrical and plumbing systems initially installed by Landlord in the Building.
However,  if the repair or maintenance is caused in whole or in part by the act,
neglect,  fault  or  omission  of  Tenant  or Tenant's affiliates or by Tenant's
alterations,  Tenant  immediately  shall  pay for such repair or maintenance and
shall  indemnify  Landlord  for  and  defend and hold Landlord harmless from and
against  all  other  Liabilities  incurred  by Landlord in connection therewith.
Landlord  shall  have  a  reasonable  time  after  written notice from Tenant to
perform  necessary  repairs  or  maintenance.  Tenant  waives all rights granted
under  Law  to  make  repairs  at  Landlord's  expense.

11.     SERVICE  AND  UTILITIES
        -----------------------

     11.1     Landlord's  Services.  Subject to the rules and regulations of the
              --------------------
Building  and  Section  31.8  herein,  Landlord  shall  furnish  to the Premises
               -------------
electricity  for  normal  office  lighting  and  fractional  horsepower  office
machines,  water,  plumbing  and  HVAC  required  in Landlord's judgment for the
comfortable  use  and  occupancy  of  the  Premises, and janitorial services, as
hereinafter  provided.  Landlord shall also maintain and keep lighted the common
stairs,  entries  and  restrooms  in  the  Building.

     11.2     Restrictions  on  Use.  Without  the  prior  written  consent  of
              ---------------------
Landlord in each instance, Tenant shall not use or install any apparatus, device
or  equipment  on  the  Premises, including, but not limited to, electronic data
processing  machines,  punch  card  machines  and  machines which will require a
dedicated  circuit  or  which  will  in  any  way  increase the amount of water,
electricity  or  HVAC  normally  furnished  for  similar  space in the Building.
Landlord  may  condition its consent on, among other things, the installation of
additional  risers, feeders and other appropriate equipment as well as meters in
the  Premises  to  measure the amount of water and electricity consumed.  Tenant
shall  pay  to  Landlord  on  demand  the  cost of:  (a) purchasing, installing,
maintaining  and repairing such equipment and/or meters and units; (b) all water
and  electricity  consumed  as shown by said meters, at the rates charged by the
local  utility  company;  and  (c) any additional expense incurred in connection
with  the  foregoing.  If  a  separate  meter is not installed, the cost for any
excess  water  and  electricity  will  be  established  by an estimate made by a
utility  company  or electrical engineer selected by Landlord.  Tenant shall not
connect  any  apparatus,  device or equipment except through existing electrical
outlets  in  the  Premises.

     11.3     Janitorial  Services.  The  janitorial  services to be provided by
              --------------------
Tenant shall be provided five (5) days a week, Monday through Friday (except for
Building  observed  holidays).  Janitorial  services  shall be those customarily
furnished  for  similar  buildings  in  the  general  vicinity  of the Building.

     11.4     Hours  of Operation.  HVAC for the Premises shall be provided five
              -------------------
(5)  days  a week, Monday through Friday, from 8:00 o'clock a.m. to 6:00 o'clock
p.m.  (except  for  Building  observed holidays) and Saturdays from 8:00 o'clock
a.m.  to  12  noon  (except  for  Building  observed  holidays).


                                        9
<PAGE>
     11.5     Extra  Hours.  If  during any other hours or any other days Tenant
              ------------
desires  to  have  any  services  or  utilities supplied to the Premises, and if
Landlord is unable to provide the same, Tenant shall pay Landlord such charge as
Landlord  shall  establish  from  time  to  time  for providing such services or
utilities;  provided,  however,  such  charge shall not exceed Landlord's actual
cost  or  expense  for  providing  such services or utilities.  Any such charges
which  Tenant  is  obligated  to  pay  shall  be  deemed  to  be Additional Rent
hereunder.

12.     ENTRY  BY  LANDLORD
        -------------------

Landlord  shall  at  all times have the right to enter the Premises in order to:
inspect  the  Premises; post notices of non-responsibility; show the Premises to
prospective purchasers, lenders or tenants; perform its obligations and exercise
its  rights  hereunder: and make repairs, improvements, alterations or additions
to the Premises for Building or  any portion thereof as Landlord deems necessary
or  desirable and to do all things necessary in connection therewith, including,
but  not  limited  to,  erecting  scaffolding  and  other necessary  structures.
Landlord  shall  retain  (or be given by Tenant) keys to unlock all of the doors
within  the  Premises,  including  doors to Tenant's vaults and files.  Landlord
shall  have  the right to use any and all means necessary to obtain entry to the
Premises in an emergency.  Landlord's entry to the Premises shall not, under any
circumstances,  be deemed to be a forceful or unlawful entry into, or a detainer
of,  the  Premises  or  an  eviction  of Tenant from the Premises or any portion
thereof.

13.     TENANT'S  INSURANCE
        -------------------

     13.1     Casualty  Insurance.  At  all times during the Lease Term, Tenant,
              -------------------
at  its  expense,  shall  maintain  in  effect  policies  of  casualty insurance
covering:  (a)  all  alterations  made by Tenant and all leasehold improvements;
and  (b)  all of Tenant's Property and other personalty from time to time in, on
or  about  the  Premises, in an amount not less than their full replacement cost
(without  deduction  for depreciation) from time to time during the term of this
Lease.  Such  policies  shall provide for protection against any perils normally
included  within  the  classification  of  "All  Risks",  and  shall  contain
endorsements  covering:  demolition  and  increased  cost of construction; water
damage,  vandalism  and  malicious mischief; liability for changes in Laws.  The
proceeds  of  such  insurance shall be used for the repair or replacement of the
property  so  insured,  except  that  upon termination of this Lease following a
casualty  as set forth herein, the proceeds applicable to the items described in
clause  (a)  above shall be paid to Landlord, and the proceeds applicable to the
items  described  in  clause  (b)  above  shall  be  paid  to  Tenant.

     13.2     Public,  Liability  and  Property  Damage Insurance.  At all times
              ---------------------------------------------------
during  the  Lease  Term,  Tenant,  at its expense, shall maintain comprehensive
General  Liability  Insurance  (including  property  damage) with respect to the
ownership,  maintenance,  use,  operation  and condition of the Premises and the
business  conducted  therein.  Such  insurance shall at all times have limits of
not  less  than  One  Million  Dollars  ($1,000,000)  combined  single limit per
occurrence for bodily injury, personal injury and property damage liability.  At
Landlord's request, these limits shall be increased from time to time during the
Lease  Term (but not more often than once every two years) to such higher limits
as  Landlord  or  its  insurance  consultant  believe  are  necessary to protect
Landlord.  The  amount  of such insurance shall not limit Tenant's liability nor
relieve  Tenant  of  any obligation hereunder.  Each policy shall contain cross
liability  endorsements, if applicable, and shall insure Tenant's performance of
the  indemnity  provisions contained in Section 22.2 and elsewhere in this Lease
                                        ------------
and  any  other  obligations  of  Tenant  to  Landlord  hereunder.


                                       10
<PAGE>
     13.3     Other  Insurance  Required  by Law.  At all times during the Lease
              ----------------------------------
Term,  Tenant,  at  its  expense,  shall maintain any and all other insurance as
required by law, including without limitation workers compensation insurance and
state  disability  insurance.

     13.4     Policy  Requirements.
              --------------------

          (a)     All insurance required to be carried by Tenant hereunder shall
be  issued  by  responsible insurance companies, qualified to do business in the
State  of  California,  approved  by  Landlord  and,  if required, by Landlord's
Mortgagee.  Copies of all policies and certificates therefore shall be delivered
to  Landlord  and  the  Landlord's  Mortgagee  at  least  ten (10) days prior to
Tenant's  occupancy  of the Premises.  Each policy shall provide that it may not
be  canceled  or  modified except after thirty (30) days prior written notice to
Landlord  and  Landlord's Mortgagee named as an additional insured or loss payee
thereunder.  Tenant  shall  furnish  Landlord with renewals or "binders" of each
policy,  together  with  evidence  of payment of the premium therefore, at least
thirty  (30)  days  prior to expiration.  Tenant shall have the right to provide
insurance  coverage  pursuant  to  blanket  policies  obtained  by Tenant if the
blanket  policies  expressly  afford  coverage  as required by this Lease.  Each
policy  shall  provide  that all losses shall be settled in the name of Landlord
(or,  if  required,  Landlord's  Mortgagee)  only.

          (b)     Landlord and, if required, Landlord's Mortgagee shall be named
as an additional insured in each insurance policy and, if requested by Landlord,
they  also  shall  be named as loss payees.  The Comprehensive General Liability
Insurance  shall:  apply severally to Landlord, Landlord's Mortgagee and Tenant;
cover  each of them as if separate policies had been issued to each of them; not
contain  provisions  affecting  any  rights  which any of them would have had as
claimants  if  not  named as an insured; be primary insurance and not considered
contributory,  with  any  other  valid  and  collectible  insurance available to
Landlord and Landlord's Mortgagee constituting excess insurance; and be endorsed
as  necessary  to  cover  the  foregoing  requirements.

          (c)     Each  policy of All Risk Coverage which Tenant obtains for the
Premises  shall include a clause or endorsement denying the insurer any right of
subrogation  against  the other party hereto to the extent that rights have been
waived by the insured party prior to the occurrence of injury or loss.  Landlord
and  Tenant  each  waive  any rights of recovery against the other for injury or
loss due to hazards covered by its own insurance, to the extent of the injury or
loss  covered  thereby.

     13.5     Tenant  Failure  to  Deliver Policies.  If Tenant fails to deliver
              -------------------------------------
copies  of  the  insurance policies and evidence of payment therefore within the
time required pursuant to Section 13.4, Landlord may, but shall not be obligated
to,  obtain  the  required  insurance,  and  the  cost thereof, together with an
administrative fee of Five Hundred Dollars ($500), shall be payable by Tenant to
Landlord  on  demand.  Nothing in this Section shall be deemed to be a waiver of
any  rights  or  remedies available to Landlord under this Lease or at law or in
equity if Tenant fails to obtain and deliver the required insurance policies and
evidence  of  payment.


                                       11
<PAGE>
14.     DAMAGE  OR  DESTRUCTION; EMINENT DOMAIN
        ---------------------------------------

     14.1     Landlord's  Restoration.  If  the  Building  or  the  Premises are
              -----------------------
partially  damaged  or  totally destroyed by fire or other casualty, and if this
Lease  is  not terminated as provided in this Article, Landlord shall repair the
damage  and restore or rebuild the Building or the Premises (except for Tenant's
Property  and  leasehold  improvements  which  are  above  the  standard  of the
Building)  after  Landlord  receives  notice  of  the  damage or destruction and
Landlord  receives  substantially  all  of  the insurance proceeds receivable on
account  of  the  casualty.  However,  Landlord  shall  not be required to spend
amounts  in  excess of the insurance proceeds actually received for such repair,
restoration  or  rebuilding.  Subject  to  Article 22, Landlord shall attempt to
                                           ----------
make  any  required  repairs  or restoration promptly and so as not to interfere
unreasonably with Tenant's use and occupancy of the Premises, but Landlord shall
not  be  obligated  to  perform  such  work on an overtime or premium-pay basis.

     14.2     Rent  Adjustment.  Subject to Section 14.3,  if in Landlord's sole
              ----------------              ------------
judgment,  all  or  part  of  the  Premises are rendered completely or partially
untenable  on  account  of fire or other casualty, or if damage by fire or other
casualty to the Building deprives Tenant of access to the Premises for more than
five  (5)  consecutive  days, the Monthly Rent shall be abated in the proportion
that  the rentable area of the untenantable portion of the Premises bears to the
total  Rentable Area of the Premises.  Such abatement shall commence on the date
of  the  damage  or  destruction and shall continue until the Premises have been
substantially  repaired  and  Tenant  has  reasonable  access  to  the Premises.
However,  if  Tenant reoccupies the damaged portion of the Premises prior to the
date that the Premises are substantially repaired, the Monthly Rent allocable to
the  reoccupied  portion  shall  be  payable  by  Tenant  from  the date of such
occupancy  in the proportion that the rentable area of the reoccupied portion of
the  Premises  bears  to  the  total  Rentable  Area  of  the  Premises.

     14.3     Exception  to  Abatement.  Monthly  Rent  shall  not  be abated or
              ------------------------
reduced  if:  (a)  the  Premises or a portion  thereof are rendered untenantable
due  to  damage  or  loss of access for a period of five (5) consecutive days or
less; or (b) Landlord provides other space in the Building reasonably suited for
the  temporary  conduct  of  Tenant's  business  (but  Landlord  shall  have  no
obligation  to provide such other space); or (c) because of acts or omissions of
Tenant  or Tenant's Affiliates either (i) Landlord (or any Landlord's Mortgagee)
is  unable  to  collect  all  of  the  insurance  proceeds  (including,  without
limitation,  rent  insurance proceeds) for damage or destruction of the Premises
or  the  Building, or (ii) the Premises or the Building was damaged or destroyed
or  rendered  completely  or  partially untenantable.  The collection of rent by
Landlord  under  the  circumstances  described  in  clause  (c)  above shall not
preclude  Landlord  from  seeking  damages  from  Tenant or exercising any other
rights  and  remedies  it  may  have  under  this  Lease or at law or in equity.


                                       12
<PAGE>
     14.4     Election  to  Terminate.  Landlord  may  terminate this Lease upon
              -----------------------
written  notice to Tenant if: (a) the Building or the Premises are substantially
or  totally  destroyed or, in Landlord's sole judgment, rendered untenantable by
fire  or  other  casualty  or any other cause; or (b) the Building is damaged or
rendered  untenantable  (whether or not the Premises are damaged or destroyed or
rendered  untenantable)  so  that  its  repair  or  restoration  requires  the
expenditure  (as  estimated by a reputable contractor or architect designated by
Landlord)  of  more than twenty percent (20%) of the full insurable value of the
Building  immediately  prior  to  the  casualty;  or (c) less than two (2) years
remain  in  the  Lease  Term  at the time of the damage or destruction or events
which  rendered the Building or the Premises untenantable and the time necessary
to  repair or restore the Building or the Premises would exceed ninety (90) days
(as  estimated  by a reputable contractor or architect designed by Landlord); or
(d) Landlord would be required under Section 14.2 to abate or reduce the Monthly
Rent  for  a  period in excess of sixth (6) month if repairs or restoration were
undertaken.  If  Landlord  elects  to  terminate  this  Lease,  its  notice  of
termination  shall  be  given within one hundred and eighty (180) days after the
date  of the damage, destruction or events causing untenatability and this Lease
shall  terminate  on  the  date  specified  in  such  notice.

     14.5     Eminent  Domain.  Landlord  may  terminate this Lease upon written
              ---------------
notice  to  Tenant  if twenty-five percent (25%) or more of either the Premises,
the  Building  or  the Land is condemned, taken or appropriated by any public or
quasi-public  authority  under  the  power  of  eminent  domain, police power or
otherwise  (or in the event of sale in lieu thereof).  Whether or not this Lease
is so terminated, Landlord shall be entitled to any and all income, rent, award,
or  interest  thereon which may be paid or made in connection with the taking or
appropriation,  and Tenant shall have no claim against Landlord for the value of
any  unexpired  term of this Lease.  If Landlord elects to terminate this Lease,
its  notice  of  termination  shall  be  given within sixty (60) days after  the
taking  or  appropriation.  If  such notice is not given or if Landlord notifies
Tenant  of  Landlord's  election  not to terminate, this Lease shall continue in
full  force  and  effect,  except  that the Monthly Rent shall be reduced in the
proportion  that the rentable floor area of the Premises which is taken bears to
the  total  Rentable  Area  of  the Premises.  Nothing contained in this Section
shall  prevent  Tenant  from  bringing  a  separate  action  or  proceeding  for
compensation  for  any  of Tenant's Property taken and Tenant's moving expenses.

     14.6     Business Interpretation.  Landlord shall not incur any Liabilities
              -----------------------
of  any type to Tenant or Tenant's Affiliates arising from or in connection with
any  damage  or  destruction  of  the Premises, the Building or the Land, or any
taking  or  appropriation  thereof,  or any repairs or restoration in connection
therewith,  nor  shall Tenant have any right to terminate this Lease as a result
thereof.  However,  in  such  event,  Monthly Rent shall be abated if and to the
extent  that  abatement  is  allowed  pursuant  to  this  Article 14.
                                                          ----------

     14.7     Waiver.  Tenant  waives  the  application  of  any  laws which are
              ------
contrary  to  the  provisions  of  this  Article  in connection with any damage,
destruction,  condemnation, taking or appropriation (or sale in lieu thereof) of
all  or  any  portion  of  the  Premises,  the  Building  or  the  Land.


                                       13
<PAGE>
15.     ASSIGNMENT  AND  SUBLETTING
        ---------------------------

     15.1     Landlord's  Consent  Required.  Tenant  shall  not  voluntarily,
              -----------------------------
involuntarily or by operation of any Laws sell, convey, mortgage, assign, sublet
or  otherwise  transfer or encumber all or any part of Tenant's interest in this
Lease or the Premises without Landlord's prior written consent in each instance,
which  consent may be withheld in Landlord's sole and absolute discretion except
as  otherwise  provided  in  this Article, and any attempt to do so without this
consent  shall  be  null  and  void.

     15.2     Landlord's  Right to Terminate Lease.  If Tenant desires to assign
              ------------------------------------
its  interest  in  this  Lease  or  to sublease all or any part of the Premises,
Tenant  shall  notify Landlord in writing.  This notice shall be accompanied by:
(a) a processing fee in the amount of $500.00; (b) a statement setting forth the
name and business assignment or sublease (and any collateral agreements) setting
forth  all  of the terms and the financial details of the sublease or assignment
which  shall  not  be  effective  less  than  ninety  (90) days from the date of
Tenant's  notice  (including,  without  limitation,  the  term, the rent and any
security deposit, "key money", and amounts payable for Tenant's Property and the
common use of any personnel or equipment); (d) financial statements certified by
an  independent  certified  public accountant and other information requested by
Landlord  relating  to  the  proposed  assignee  or subtenant; and (e) any other
information  concerning  the  proposed assignment or sublease which Landlord may
reasonably  request.  If  Tenant  proposes to assign this Lease or sublet all or
substantially  all  of  the Premises, Landlord shall have the right, in its sole
and  absolute  discretion,  to  terminate this Lease on written notice to Tenant
within  ninety  (90)  days  after receipt of Tenant's notice and the information
described  above  or  the  receipt  of  any  additional information requested by
Landlord.  If  Landlord  elects  to  terminate  this  Lease,  this  Lease  shall
terminate as of the effective date of the proposed assignment or commencement of
the  term of the proposed sublease as set forth in Tenant's notice, and Landlord
shall  have  the right (but no obligation) to enter into a direct lease with the
proposed  assignee  or subtenant, Tenant may withdraw its request for Landlord's
consent  at any time prior to, but not after, Landlord delivers a written notice
of  termination.

     15.3     Consent  by  Landlord.  If  Landlord  elects not to terminate this
              ---------------------
Lease  pursuant  to  Section  15.2,  or  if a proposed sublease is for less than
                     -------------
substantially  all of the Premises, Landlord shall not unreasonably withhold its
consent  to  any  assignment  or  subletting  (for  purposes of this Section, an
assignment shall not include an assignment for security purposes, which shall be
governed  by  Section  15.1).  Tenant  agrees that the withholding of Landlord's
              -------------
consent  shall  be  deemed reasonable if all of the following conditions are not
satisfied:

          (a)     The proposed assignee or subtenant shall use the Premises only
for the Permitted Use, and the business of the proposed assignee or subtenant is
consistent  with the other uses and the standards of the Building, in Landlord's
reasonable  judgment.

          (b)     The  proposed  assignee  or subtenant is reputable and has net
worth not less than seventy-five percent (75%) of the net worth of Tenant on the
execution  of this Lease, has a credit rating reasonably acceptable to Landlord,
and  otherwise  has  sufficient  financial  capabilities  to  perform all of its
obligations  under this Lease or the proposed sublease, in Landlord's reasonable
judgment.


                                       14
<PAGE>
          (c)     Neither  the  proposed assignee or subtenant nor any person or
entity  that  directly  or  indirectly  controls,  is controlled by, or is under
common  control  with  the  proposed assignee or subtenant is an occupant of any
part  of  the  Building or has negotiated for space in the Building within a six
(6)  month  period  prior  to  the  delivery  of  Tenant's  written  notice.

          (d)     Tenant  is  not  in  default  and  has  not  committed acts or
omissions  which  with the running of time or the giving of notice or both would
constitute  a  default  under  this  Lease.

          (e)     Tenant  has  complied  with  all  of  the  other terms of this
Article.

The  conditions described above are not exclusive and shall not limit or prevent
Landlord  from  considering  additional  factors  in  determining  if  it should
reasonably  withhold  its  consent.

     15.4     Corporate  and  Partnership  Transactions.  If  Tenant  is  a
              -----------------------------------------
corporation,  a  dissolution  of  the  corporation or a transfer (by one or more
transactions)  of a majority of the voting stock of Tenant shall be deemed to be
an assignment of this Lease subject to the provisions of this Article.  However,
these provisions shall not apply to transactions with a corporation into or with
which Tenant is merged or consolidated or to which substantially all of Tenant's
assets  are  transferred or which controls, is controlled by, or is under common
control  with,  Tenant,  if a principal purpose of the merger or transfer is not
the  assignment  of  this Lease and Tenant's successors has a net worth not less
than the net worth of Tenant on the execution of this Lease.  Tenant shall cause
reasonable  satisfactory proof of such net worth to be delivered at least thirty
(30)  days  prior  to  the  effective  date  of the transaction.  If Tenant is a
partnership,  a  dissolution  of  the  partnership  (including  a  "technical"
dissolution)  or  a  transfer  of  the  controlling  interest in the Partnership
(including  the admission of new partners or the withdrawal of existing partners
having  a  controlling  interest)  shall  be  deemed an assignment of this Lease
subject to the provisions of this Article, regardless of whether the transfer is
made  by  one  or  more  transactions,  or  whether one or more persons hold the
controlling  interest  prior  or  after  the  transfer.

     15.5     No  Release of Tenant.  Notwithstanding the granting of Landlord's
              ---------------------
consent,  no sale, conveyance, mortgage, pledge, subletting, assignment or other
transfer  or  encumbrance  of  this Lease or the Premises shall release or alter
Tenant's  primary liability to pay rent and perform all of its other obligations
hereunder.  The acceptance of rent by Landlord from any person other than Tenant
shall  not  be  a  waiver  by  Landlord of any provision hereof.  Consent to one
assignment  or  subletting  shall  not be deemed to be consent to any subsequent
assignment  or  subletting.  If  any assignee or successor of Tenant defaults in
the  performance  of  any  of  the  terms  hereof, Landlord may proceed directly
against Tenant without proceeding against or exhausting its remedies against the
assignee  or  successor.  After  any  assignment,  sublease or other transfer or
encumbrance,  Landlord  may  consent  to  subsequent  assignments,  subleases,
transfers or encumbrances, or amendments to this Lease, without notifying Tenant
or  any  other  person, without obtaining consent thereto, and without relieving
Tenant  of  liability  under  this  Lease.


                                       15
<PAGE>
     15.6     Additional  Charges.  If  Landlord  consents  to any assignment or
              -------------------
sublease,  Tenant  shall  pay  the  following  to  Landlord  as Additional Rent:

          (a)     In  the  case of an assignment, all amounts paid or payable to
Tenant  by the assignee for or by reason of such assignment (including sums paid
or  payable  for  the  purchase  or rental of all or part of Tenant's Property).

          (b)     In  the  case  of a sublease, the amount by which the sublease
rental  exceeds the portion of the rent allocable to the sublease rental exceeds
the portion of the rent allocable to the sublease space hereunder throughout the
sublease  term.  In computing this amount, the sublease rental shall include all
rents, charges and other consideration paid or payable to Tenant under the terms
of  the  sublease and any collateral agreements, and sums paid or payable by the
subtenant  for  the purchase or rental of all or part of Tenant's Property.  The
rent  hereunder  allocable to the subleased space for any period shall equal the
total  rent accruing during such period, multiplied by a fraction, the numerator
of  which  is  the  rentable  area of the subleased space and the denominator of
which  is the Rentable Area of the Premises.  This Additional Rent shall be paid
by  Tenant to Landlord as and when received by Tenant  or, at Landlord's option,
on  written notice to the assignee or subtenant, Landlord may collect all or any
portion of this Additional Rent directly from the assignee or subtenant.  Tenant
shall  receive  a  credit against this Additional Rent in an amount equal to the
net  unamortized  or undepreciated cost of any of Tenant's Property that is sold
to  the  assignee  or  sublessee in connection with such assignment or sublease,
determined  on  the  basis  of Tenant's federal income tax returns.  This credit
shall  be  prorated  over  the period during which this Additional Rent is to be
paid, in proportion to the amounts received by Tenant.  Landlord's acceptance or
collection  of  this  Additional  Rent  will  be  deemed  to be a consent to any
assignment or subletting or a cure of any default under this Article or the rest
of  the  Lease.

     15.7     Additional  Terms.
              -----------------

          (a)     Tenant  shall  pay  the  reasonable  attorney's fees and other
costs  and  expenses  of  Landlord in connection with any request for Landlord's
consent to any sale, conveyance, mortgage, pledge, assignment, sublease or other
transfer  or  encumbrance.  The $500.00 application fee (see Section 15.2) shall
                                                             ------------
be  applied  toward  the  payment  of  such  costs.

          (b)     A  sublease  will be null and void unless it complies with the
rest  of  this  Lease  and provides that:  (i) it is a conflict or inconsistency
between  the sublease and this Lease, this Lease will prevail; (ii) Landlord may
enforce  all  the  provisions of the sublease, including the collection of rent;
(iii)  it  may not be modified without Landlord's prior written consent and that
any modification without this consent shall be null and void; (iv) if this Lease
is  terminated  or Landlord re-enters or repossesses the Premises, Landlord may,
at  its option, take over all of Tenant's right, title and interest as sublessor
and,  at Landlord's option, the subtenant shall attorn to Landlord, but Landlord
shall  not  be  (x)  liable for any previous act or omission of Tenant under the


                                       16
<PAGE>
sublease,  (y)  subject to any existing defense or offset against Tenant, or (z)
bound by any previous modification of the sublease made without Landlord's prior
written  consent  or by any prepayment of more than one month's rent; and (v) it
is  ineffective  until  Landlord  gives  its  written  consent  thereto.

          (c)     An  assignment  will  be null and void unless it complies with
the  rest  of  this  Lease  and  provides that:  (i) the assignee assumes all of
Tenant's obligations under this Lease and agrees to be bound by all of the terms
of  this  Lease;  and  (ii)  it  is ineffective until Landlord gives its written
consent  thereto.

          (d)     The  sublease  or  assignment otherwise must exactly match the
proposed  sublease  or  assignment initially submitted by Tenant.  A sublease or
assignment will not be effective until a fully executed counterpart is delivered
by  Landlord  and  Landlord  delivers  its  written  consent  thereto.

          (e)     This  Article  is  binding on and shall apply to any purchase,
mortgagee,  pledgee, assignee, subtenant or other transferee or encumbrancer, at
every  level.

          (f)     Notwithstanding  anything  to  the  contrary to this Lease, if
Tenant  or  any  proposed  transferee  of  Tenant  claims  that  Landlord  has
unreasonably withheld or delayed its consent under Section 15.3 or otherwise has
                                                   ------------
breached  or acted unreasonably under this Article, their sole remedies shall be
a  declaratory  judgment  and  an  injunction  for the relief sought without any
monetary damages, and Tenant waives all other remedies on its own behalf and, to
the  extent permitted under all Laws, on behalf of Tenant's proposed transferee.

16.     QUIET  ENJOYMENT
        ----------------

Provided  that Tenant pays all rent and performs all of its other obligations as
required hereunder, Tenant shall quietly enjoy the Premises without hindrance or
molestation  by  Landlord,  or  any  person  lawfully  claiming through or under
Landlord,  subject  to  the  terms  of  this Lease and the terms of any Superior
Leases  and Mortgages, and all other agreements or matters of record or to which
this Lease is subordinate.  As used in this Lease, the term "Superior Leases and
Mortgages"  means  all  present  and  future  ground  leases, underlying leases,
mortgages,  deeds  of  trust  or  other  encumbrances,  and  all  renewals,
modifications,  consolidations,  replacements  or extensions thereof or advances
made  thereunder,  affecting all or any portion of the Premises, the Building or
the  Land.

17.     MORTGAGE  PROTECTION
        --------------------

          17.1     Subordination.  This  Lease  is  subordinate  to all Superior
                   -------------
Leases  and  Mortgages.  This  Section  shall  be  self-operative and no further
instrument of subordination shall be required.  However, in confirmation of such
subordination, Tenant shall execute, acknowledge and deliver any instrument that
Landlord or the lessor, mortgagee or beneficiary under any of the Superior Lease
and  Mortgages  may  request,  within ten (10) days after request (each of these
lessors,  mortgagees  or  beneficiary  is  called  a  "Landlord's  Mortgagee").


                                       17
<PAGE>
However,  if  Landlord,  Landlord's Mortgagee or any other successor to Landlord
elect in writing, this Lease shall be deemed superior to the Superior Leases and
Mortgages  specified,  regardless  of  the  date  of  recording, and Tenant will
execute  agreement confirming this election on request.  If Landlord's Mortgagee
or  its  successor  or any successor to Landlord succeeds to Landlord's interest
under  this  Lease, whether voluntarily or involuntarily, Tenant shall attorn to
such  person  and  recognize  such  person  as  Landlord  under  this  Lease.

          17.2     Mortgagee's  Liability.  The  obligations  and liabilities of
                   ----------------------
each  Landlord  or  Landlord's  Mortgagees, or their successors under this Lease
shall exist only if and for so long as each of these respective parties owns fee
title  to  the  Land  and  the  Building  or  is the lessee under a ground lease
therefore.  No  Monthly  Rent  or Additional Rent shall be paid more than thirty
(30)  days  prior to the due date thereof and payments made in violation of this
provision  shall  (except to the extent that such payments are actually received
by  a  Landlord's  Mortgagee)  be  a nullity as against Landlord's Mortgagees or
their  successors  and Tenant shall be liable for the amount of such payments to
Landlord's  Mortgagees  or  their  successors.

          17.3     Mortgagee's  Right  to  Cure.  No act or omission by Landlord
                   ----------------------------
which  would  entitle  Tenant  under  the  terms of this Lease or any laws to be
relieved  of  Tenant's  obligations hereunder, or to terminate this Lease, shall
result  in  a  release  or termination of such obligations or this Lease unless:
(a)  Tenant  first shall have given written notice of Landlord's act or omission
to  Landlord  and all Landlord's Mortgagees whose names and addresses shall have
been  furnished  to Tenant; and (b) Landlord's Mortgagees, after receipt of such
notice,  fail  to  correct  or cure the act or omission within a reasonable time
thereafter  (but  in  no  event  less  than  sixty (60) days).  However, nothing
contained  in  this Section shall impose any obligation on Landlord's Mortgagees
to  correct  or  cure  any  act  or  omission.

18.     ESTOPPEL  CERTIFICATE
        ---------------------

Tenant shall, from time to time, within ten (10) days after request by Landlord,
execute  and  deliver  to Landlord or any other person designated by Landlord an
estoppel  certificate, in a form satisfactory to Landlord, which certifies:  (a)
that  this  Lease  is unmodified and in full force and effect (or, if there have
been  modifications,  describes them); (b) the expiration date of the Lease Term
and that there are no agreements with Landlord to extend or renew the Lease Term
or  to  permit  any holding over (or if there are any such agreements, describes
them  and  specifies  the periods of extension or renewal); (c) the date through
which  the Monthly Rent and Additional Rent have been paid; (d) that Landlord is
not  in  default  in  the performance of any of its obligations under this Lease
(or,  if  there  are  any such defaults, describes them); (e) that Tenant is not
entitled  to  any credits, offsets defenses or deductions against payment of the
rent  hereunder  (or,  if  they  exist,  describes  them);  and  (f)  such other
information  concerning  this  Lease  or  Tenant as Landlord or any other person
designated by Landlord reasonably shall request.  An estoppel certificate issued
by  Tenant  pursuant  to  this Article shall be a representation and warranty by
Tenant  which  may be relied on by Landlord and by others with whom Landlord may
be  dealing regardless of independent investigation.  If Tenant fails to execute
and  deliver  an  estoppel  certificate  as  required  hereunder,  Landlord's
representations  concerning  the  factual  matters  covered  by  such  estoppel
certificate,  as  described  above, shall be conclusively presumed to be correct
and  binding  on  Tenant.


                                       18
<PAGE>
19.     DEFAULT
        -------

The occurrence of any one or more of the following events shall be a default and
breach  under  this  Lease  by  Tenant:

          (a)     The  vacating  or  abandonment  of  the  Premises  by  Tenant.

          (b)     The failure by Tenant to make any payment of rent or any other
payment  required  to be made by Tenant hereunder for a period of three (3) days
after  such  payment  is  due.

          (c)     The  failure  by  Tenant  to  observe  or  perform  any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Tenant, other than those described in subparagraphs (b), (d), (e), (f), (g), (h)
and  (i)  of  this Article 19, where such failure shall continue for a period of
                   ----------
fifteen  (15)  days  after  the  written  notice  thereof by Landlord to Tenant.
However,  if  the  nature  of these defaults is such that more than fifteen (15)
days  are  reasonably required to cure, then Tenant shall not be deemed to be in
default  if  Tenant  commences  such cure within the fifteen-day (15) period and
thereafter  diligently  completes  the  cure  within  sixty  (60)  days.

          (d)     The  making  by  Tenant  or any guarantor of this Lease of any
general  assignment  or general arrangement for the benefit of creditors; or the
filing  of  or  against  Tenant  or any guarantor of this Lease of a petition or
order for relief under any Laws relating to bankruptcy or insolvency (unless, in
the  case of a petition filed against Tenant or any guarantor of this Lease, the
petition  is  dismissed within sixty (60) days; or the appointment of a trustee,
custodian  or  receiver to take possession of this Lease where possession is not
restored  to  Tenant  within  thirty  (30) days; or the attachment, execution or
judicial seizure of substantially all of Tenant's assets or of Tenant's interest
in  this  Lease,  unless  discharged  within  thirty  (30)  days.

          (e)     The  service  by Landlord of three-day notice under California
Code  of Civil Procedure Section 1161 on three or more occasions if the previous
service  of  the  three-day  notices  did  not result in the termination of this
Lease.

          (f)     A  sale, conveyance, mortgage, pledge, assignment, sublease or
other  transfer or encumbrance, or any attempt to do so, in violation of Article
                                                                         -------
15.
--

          (g)     Tenant's  failure to deliver the estoppel certificate required
under Article 18, or any written instrument required under Article 17 within the
      ----------                                           ----------
time  required.

          (h)     A default under or the repudiation of any guaranty of Tenant's
obligation  under  this  Lease.


                                       19
<PAGE>
          (i)     Tenant's  failure  to maintain the insurance policies required
hereunder.

          (j)     The  death  of  Tenant or, if Tenant is comprised of more than
one  (1)  individual, the death of any of the individuals comprising the Tenant.

20.     REMEDIES  FOR  DEFAULT
        ----------------------

     20.1     General.  In  the  event  of  any  default  or  breach  by Tenant,
              -------
Landlord  may  at  any  time  thereafter,  with  or  without  notice  or demand:

          (a)     Terminate  Tenant's right to possession of the Premises by any
lawful  means,  in  which  case  this  Lease  shall  terminate  and Tenant shall
immediately  surrender  possession  of  the Premises to Landlord.  In such event
Landlord  shall  be  entitled to recover from Tenant all liabilities incurred by
Landlord  or Landlord's Affiliates by reason of Tenant's default, including, but
not  limited  to:  (i) the worth at the time of the award of the amount by which
the  unpaid  Monthly  Rent and Additional Rent which should have been earned  or
was  payable at the time of termination; (ii) the worth at the time of the award
of  the  amount by which the unpaid Monthly Rent and Additional Rent which would
have  been  earned  or  payable  after  termination  until the time of the award
exceeds  the  amount  of  such  rental  loss  that Tenant proves could have been
reasonably  avoided;  (iii)  the worth at the time of the award of the amount by
which the unpaid Monthly Rent and Additional Rent which would have been paid for
the  balance  of  the  term  after  the time of award exceeds the amount of such
rental loss that Tenant proves could  have been reasonably avoided; and (iv) any
other  amount  necessary  to compensate Landlord for all Liabilities proximately
caused  by  Tenant's failure to perform its obligations under the Lease or which
in  the ordinary course of thing would be likely to result therefrom, including,
but not limited to, any costs or expenses incurred by Landlord in maintaining or
preserving  the Premises, the Building and the Land after such default, the cost
of  recovering  possession  of  the  Premises,  expenses of reletting, including
necessary  renovation  or alteration of the Premises, Landlord's attorneys' fees
and costs incurred in connection therewith, and any real estate commissions paid
or  payable.  As used in subparts (i) and (ii)  above, the "worth at the time of
the  award"  is  computed  by allowing interest on unpaid amounts at the rate of
eighteen  percent  (18%)  per  annum,  or  such lesser amount as may then be the
maximum  lawful  rate.  As used in subparagraph (iii)  above, the "worth at time
of the award" is computed by discounting such amount at the discount rate of the
Federal  Reserve  Bank  of  San Francisco at the time of the award, plus one (1)
percentage  point.  If  Tenant  abandons  the  Premises, Landlord shall have the
option  of  (x) taking possession of the Premises and recovering from Tenant the
amount specified in this subparagraph, or (y) proceeding under the provisions of
subparagraph (b) below.  Efforts by landlord to mitigate Tenant's breach of this
Lease  shall  not  waive Landlord's right to recover damages as provided in this
Section  20.1(a).
----------------

          (b)     Maintain  Tenant's  right  to  possession,  in which case this
Lease  shall  continue  in effect whether or not Tenant shall have abandoned the
Premises.  In  such  event,  Landlord  shall  be  entitled  to  enforce  all  of
Landlord's  rights  and  remedies  under  this  Lease  and  at law or in equity,
including  the  right  to  recover  the  rent and other sums and charges as they
become  due  hereunder.


                                       20
<PAGE>
          (c)     Pursue any other right or remedy now or hereafter available to
Landlord  hereunder  or  at  law  or  in  equity.

     20.2     Redemption.  Tenant  waives  any  and  all  rights  of  redemption
              ----------
granted by or under any laws if Tenant is evicted or dispossessed for any cause,
or  if Landlord obtains possession of the Premises by reason of the violation by
Tenant of any of the terms, covenants or conditions of this Lease, or otherwise.

     20.3     Performance  by  Landlord.  If  Tenant  defaults under this Lease,
              -------------------------
Landlord, without waiving or curing the default, may, but shall not be obligated
to,  perform  Tenant's obligations for the account and at the expense of Tenant.
Notwithstanding  Section  19(c),  in the case of an emergency, Landlord need not
give  any  notice  prior to performing Tenant's obligations.  Tenant irrevocably
appoints  Landlord  and  Landlord's  successors  and  assigns with full power of
substitution,  as  Tenant's  attorney-in-fact,  coupled  with  an  interest,  to
execute,  acknowledge  and deliver any instruments in connection with Landlord's
performance  of  Tenant's  obligations  if Tenant is in default, and to take all
other  actions  in  connection  herewith.

     20.4     Post-Judgment  Interest.  The  amount  of any judgment obtained by
              -----------------------
Landlord  against Tenant in any legal proceeding arising out of Tenant's default
under  this  Lease shall bear interest until paid at the maximum rate allowed by
law,  or, if no maximum rate prevails, at the rate of eighteen percent (18%) per
annum.  Notwithstanding  anything  to  the  contrary contained in any Laws, with
respect  to  any  damages  that  are  certain  or  ascertainable by calculation,
interest  shall  accrue  from  the  day  that  the  right to the damages vest in
Landlord,  and in the case of any unliquidated claim, interest shall accrue from
the  day  the  claim  arose.

21.     HOLDING  OVER
        -------------

     Tenant  shall  not hold over in the Premises after the expiration or sooner
termination  of  the  Lease  Term  without  the express prior written consent of
Landlord.  Tenant  shall  indemnify  Landlord  for, and defend and hold Landlord
harmless  from  and  against,  any  and  all  Liabilities  arising  out of or in
connection  with  any delay by Tenant in surrendering and vacating the Premises,
including, without limitation, any claims made by and succeeding Tenant based on
any delay and any Liabilities arising out of or in connection with these claims.
If  possession  of the Premises is not surrendered to Landlord on the expiration
or  sooner  termination  of  the Lease Term, in addition to any other rights and
remedies  of  Landlord  hereunder  or  at  law or in equity, Tenant shall pay to
Landlord for each month or portion thereof during which tenant holds over in the
Premises  a  sum  equal  to  one  hundred  and  fifty  percent  (150%) times the
then-current  Monthly  Rent  in  addition  to  all other rent payable under this
Lease.  If  any tenancy is created by Tenant's holding over in the Premises, the
tenancy  shall  be on all of the terms and conditions of this Lease, except that
rent  shall  be  increased,  as  set  forth  above  and  the  tenancy shall be a
month-to-month  tenancy.  Nothing  in  this Article 21 shall be deemed to permit
                                            ----------
Tenant  to  retain  possession  of  the  Premises after the expiration or sooner
termination  of  the  Lease  Term.


                                       21
<PAGE>
22.     INDEMNIFICATION  AND  EXCULPATION
        ---------------------------------

     22.1     Definitions.  As  used in this Lease, the following terms have the
              -----------
meanings  set  forth  below:

          (a)     Liabilities:  All  losses,  costs,  damages, expenses, claims,
                  -----------
injuries,  liabilities  and judgments, including, but not limited to, attorneys'
fees  and  costs  (whether  or  not  suit  is  commenced  or  judgment entered).

          (b)     Landlord's  Affiliates  and  Tenant's  Affiliates:  All
                  -------------------------------------------------
affiliates,  directors,  officers,  shareholders,  partners,  agents, employees,
invitees,  customers,  successors,  and  assigns  of  Landlord  and  Tenant,
respectively.

     22.2     Indemnification.  In addition to any other indemnities required of
              ---------------
Tenant  hereunder,  Tenant  shall  indemnify Landlord and Landlord's Affiliates,
for,  defend, protect and hold Landlord and Landlord's Affiliates harmless from,
any  and  all  Liabilities  arising from or in connection with:  (a) the use and
occupancy  of  the Premises by Tenant or Tenant's Affiliates; (b) the conduct of
Tenant's business; (c) any breach or default under this Lease; (d) claims by any
assignee,  subtenant,  broker or other person if Landlord declines to consent to
any  assignment,  sublease  or  other transfer or encumbrance or terminates this
Lease  pursuant  to Article 15; and (e) any other acts or omissions of Tenant or
Tenant's  Affiliates  or  persons  claiming  through  or  under  them.

          22.3     Damage to Person or Property.  Tenant assumes the risk of all
                   ----------------------------
Liabilities  it  may  incur,  including, but not limited to, damage or injury to
persons,  property and the conduct of Tenant's business (and any loss of revenue
therefrom),  the  loss  of  use  or  occupancy  of  the  Premises, and the items
enumerated  below  in  this  Section, and waives all claims against Landlord and
Landlord's Affiliates shall not be liable for any Liabilities incurred by Tenant
or Tenant's Affiliates (including, but not limited to, the Liabilities described
above in this Section) arising from or in connection with: (a) acts or omissions
of  any  tenant of the Building or any other persons (including, but not limited
to,  any  parking  garage  operators  or  their employees); (b) explosion, fire,
steam,  electricity,  water,  gas  or  rain, pollution or contamination; (c) the
breakage,  leakage,  obstruction or other defects of plumbing, HVAC, electrical,
sanitary, safety, elevator or other utilities and systems of the Building or the
failure  to  furnish  any  of  the foregoing; (d) any work, maintenance, repair,
rebuilding  or  improvement  performed  by  or  at  the  request  of Landlord or
Landlord's  Affiliates for the Premises, the Building or the Land; (e) any entry
by  Landlord  or  Landlord's  Affiliates on the Premises; (f) any defects in the
Premises,  the  Building, the Land or any portions thereof; (g) any interference
with light or other incorporeal hereditaments; and (h) any other acts, omissions
or causes.  Nothing in this Section exempts Landlord for liability caused solely
by  its gross negligence or willful misconduct, but Landlord shall not be liable
under  any  circumstances  for consequential or punitive damages (including, but
not  limited  to,  damage  or  injury  to  persons,  property and the conduct of
Tenant's  business  ({and  any  loss of revenue therefrom}).  Tenant immediately
shall  notify  Landlord  of  any  defects in the Premises or the building or any
portion  thereof  and of any damages or injury thereto or to persons or property
in  or  about  the  Premises  or  the  Building.


                                       22
<PAGE>
          22.4     Satisfaction of Remedies.  Landlord and Landlord's Affiliates
                   ------------------------
shall  not  be  personally  liable for the performance of Landlord's obligations
under  this  Lease.  If  Tenant  or  Tenant's  Affiliates  acquire any rights or
remedies  against  Landlord or Landlord's Affiliates (including, but not limited
to,  the  right  to  satisfy  a  judgment),  these  rights and remedies shall be
satisfied  solely  from  Landlord's  estate  and  interest  in  the Land and the
Building  (or  the proceeds therefrom) and not from any other property or assets
of  Landlord  or  Landlord's  Affiliates.  This  Section shall be enforceable by
Landlord  and  Landlord's  Affiliates.

23.     RULES  AND  REGULATIONS
        -----------------------

     Tenant  shall  faithfully observe and comply with the rules and regulations
that  Landlord  shall  from time-to-time promulgate. Landlord reverses the right
from  time-to-time  in  is  sole discretion to make all reasonable additions and
modifications  to  the rules and regulations. Any additions and modifications to
the  rules  and regulations shall be binding on Tenant when delivered to Tenant.
Landlord  shall  not  incur  any  Liabilities  to  Tenant or Tenant's Affiliates
arising  from  or  in  connection  with  the  nonperformance  of  any  rules and
regulations  by  any  other  tenants  or  occupants  of the Building. Landlord's
current  rules  and  regulations  are  attached  hereto  as  Exhibit  "C".
                                                             ------------

24.     OTHER  TAXES
        ------------

     Tenant shall pay or cause to be paid, before delinquency, any and all taxes
levied  or  assessed against Tenant's Property and any leasehold improvements in
the Premises which were made for Tenant or at its request to the extent they are
above the standard of the Building. If any or all of Tenant's Property or any of
these  leasehold  improvements  are assessed and taxed with the Building, Tenant
shall  pay  to  Landlord  its  share  of  such  taxes within ten (10) days after
delivery  to  Tenant  by  Landlord  of  a statement in writing setting forth the
amount  of  such  taxes.

25.     TENANT'S  BROKER
        ----------------

     Tenant  represents and warrants to Landlord that Tenant has had no dealings
with  any  broker,  finder,  or  similar  person  who is or might be entitled to
commission  or other fee in connection with (i) introducing Tenant to either the
Building or the Premises, or (ii) assisting Tenant in the negotiation, execution
and  delivery  of  this  Lease,  except  for  dealings  with  Tenant's Broker as
                                 ------
stipulated  in  Section  2(p). Landlord shall pay the commission due to Tenant's
Broker,  if  any, pursuant to a separate agreement between Landlord and Tenant's
Broker.  Tenant shall indemnify Landlord and Landlord's Affiliates for, protect,
defend  and  hold  Landlord  and Landlord's Affiliates harmless from any and all
Liabilities  arising from or in connection with any and all claims of any person
(other  than  those by Tenant's Broker), who claims to have introduced Tenant to
either the Building or the Premises and/or dealt with Tenant in the negotiation,
execution  and  delivery  of  this  Lease.


                                       23
<PAGE>
26.     PARKING
        -------

     Tenant  shall be entitled to park up to sixteen (16) automobiles within the
Building's dedicated parking facilities designated by Landlord from time to time
("Tenant's  Parking").  As  of  the Commencement Date, Tenant's Parking shall be
located  as  follows:  (i)  Tenant  shall  be  entitled  to park up to eight (8)
automobiles  in a level designated by Landlord's parking operator in the parking
facility  located  beneath the Building ("Building Parking Facility") subject to
payment  in  lawful money of the United States to Landlord parking operator, the
then  current  parking  rates  per  automobile  per  calendar month plus any tax
imposed  upon Landlord by any municipal, state or federal agency with respect to
Tenant's Parking for the Lease Term and (ii) Tenant shall be entitled to park up
                                    ---
to  eight  (8)  automobiles  in  Landlord's  dedicated off-site parking facility
located  on  98th  Street  adjacent to the Building more commonly referred to as
"Building 7" subject to payment to Landlord in lawful money of the United States
or,  if  Landlord  so  chooses,  Landlord's  parking  operator, the then current
parking  rates  per  automobile  per  calendar  month  plus any tax imposed upon
Landlord  by  any  municipal,  state  or federal agency with respect to Tenant's
Parking  for the Lease Term.  Tenant may use Tenant's Parking for the parking of
automobiles  used  by  Tenant,  its  officers  and  employees.  Landlord  and/or
Landlord's  parking  operator  may  designate  the location of Tenant's Parking,
including  any  spaces  reserved  for Tenant's Parking and from time to time may
relocate  all or a portion of same to other areas of either the Building Parking
Facility, Building 7 or to other lots or buildings.  The use of Tenant's Parking
shall  be  governed  by  the  rules and regulations adopted from time to time by
Landlord  and/or  Landlord's  parking  operator.  Tenant's business visitors may
park  in  the Building Parking Facility on a space-available basis, upon payment
of  the prevailing fee for parking charged to visitors to the Building.  Neither
Landlord  nor  Landlord's  parking  operator  shall  have  any  Liability  or
responsibility  to  Tenant  or  any  other party parking in the Building Parking
Facility  or  in the parking facility in which Tenant's Parking is located or in
any  other  facility  in  which  Tenant's Parking may be located for any loss or
damage  that  may  be occasioned by or may arise out of such parking, including,
without  limitation,  loss  of property or damage to person or property from any
cause  whatsoever;  and Tenant in consideration of the parking privileges hereby
conferred on Tenant, waives any and all Liabilities against Landlord, Landlord's
parking  operator, Landlord's Affiliates and Landlord's managing agent by reason
of  occurrence  within the Building Parking Facility, or in the parking facility
in  which  Tenant's  Parking  is located or any other facility in which Tenant's
Parking  may  be  located  or  in  the  driveway exists and entrances respective
thereto.

27.     AUTHORITY  TO  ENTER  INTO  LEASE
        ---------------------------------

If  Tenant  is  a corporation, each individual executing this Lease on behalf of
the  corporation  represents  and  warrants  that  he/she  is duly authorized to
execute  and deliver this Lease on behalf of the corporation, in accordance with
a  duly  adopted  resolution of the board of directors of said corporation or in
accordance  with the by-laws of said corporation, and that this Lease is binding


                                       24
<PAGE>
on  the  corporation  in accordance with its terms.  Tenant shall, within thirty
(30)  days  of execution of this Lease, deliver to Landlord (i) a certified copy
of  a  resolution  of  the board of directors of the corporation (in substantial
form  to  the  one  attached  hereto  as  Exhibit  "D")  and (ii) other evidence
                                          ------------
reasonably  satisfactory  to  Landlord authorizing or ratifying the execution of
this  Lease.

28.     RELOCATION
        ----------

     Notwithstanding  any contrary provision of this Lease, if Landlord requires
the  Premises  for  use  in  connection  with another suite or for other reasons
related  to Landlord's occupancy plans for the Building, then at any time during
the  Lease  Term  Landlord  shall  have  the  right, upon providing Tenant prior
written  notice  (the  "Relocation  Notice"), to provide and furnish Tenant with
space elsewhere in the Building comparable to the Premises and to move and place
Tenant  in such new space, at Landlord's sole cost and expense. Such space shall
be approximately the same size as the existing Premises and shall be improved by
Landlord  prior to Tenant's relocation with leasehold improvements comparable to
those  in  the  existing  Premises.  However, if the new space does not meet the
Tenant's  reasonable  and good-faith approval, Tenant may cancel this Lease upon
written notice to Landlord, which notice must be received by Landlord within ten
(10) days after delivery to Tenant of the Relocation Notice, and unless Landlord
withdraws  its  request  that  Tenant relocate, this Lease shall terminate sixty
(60)  days  thereafter  (as if such date were the natural expiration of the Term
hereof)  and  neither  party  shall  have  any  further  rights  or  obligations
hereunder.  Tenant's  failure  to  timely deliver notice to Landlord of Tenant's
election to cancel this Lease shall be deemed an acceptance by Tenant of the new
space  set  forth in the Relocation Notice, and Tenant shall vacate the Premises
in  accordance  with  said notice and/or the terms of any subsequent notice from
Landlord  to Tenant. If Landlord moves Tenant to such new space, then this Lease
and  each  and all of the terms, covenants and conditions hereof shall remain in
full  force  and effect and be deemed applicable to such new space except that a
revised Exhibit "A" showing the location of the new space shall become a part of
        -----------
this  Lease  and  Landlord  and  Tenant  shall  promptly  thereafter  execute an
amendment  to this Lease containing such revised "Exhibit "A" and with the Basic
                                                  -----------
Terms  of  this  Lease,  as  contained  in  Article 2, amended, if necessary, to
                                            ---------
include  and  state  all  correct  data  as  to  the  new  space.

29.     REMOVAL  OF  PROPERTY
        ---------------------

     In  the  event  of  the  termination of this Lease, Landlord may remove any
property of Tenant from the Premises, the Building and/or the Land and store the
same  elsewhere  for  the  account and expense and risk of Tenant, and if Tenant
shall fail to pay the cost of storing such property after it has been stored for
a  period  of  sixty  (60)  days  or  more,  Landlord may sell any or all of the
property  at public or private sale, in such manner and at such times and places
as  Landlord,  in  its  sole  and  absolute discretion, may deem proper, without
notice  to or demand upon Tenant, for payment of any part of such charges or the
removal  of any such property, and shall apply the proceeds of such sale: first,
to  the cost and expense of such sale, including actual and customary attorneys'
fees incurred; second to the payment of the cost of charges for storing any such
property;  third,  to  the  payment of any other sums of money which may then or
thereafter  be  due  to Landlord from Tenant under any of the terms thereof; and
fourth,  the  balance,  if  any,  to  Tenant.


                                       25
<PAGE>
30.     OPTION  TO  EXTEND  TERM
        ------------------------

     Tenant  shall  have  one option ("Option") to extend the Term of this Lease
for  an additional term of three (3) years ("Option Term") commencing on the day
after  the  Expiration  Date  provided  that  Tenant:

          (a)     is  not  in  default  under  any  of  the  terms,  covenants,
conditions  or  provisions of this Lease either at the time Tenant exercises the
Option  or  as  of  the  Expiration  Date;

          (b)     shall  not  have  assigned  its  interest  under  this  Lease;

          (c)     shall  not  have  sublet  any  portion of the Premises without
Landlord's  express  written  consent;  and

          (d)     shall  have notified Landlord of Tenant's election to exercise
such  Option  in  the manner provided in this Article 30 no later than (90) days
                                              ----------
prior  to  the  Expiration  Date.

     Unless  all of the above conditions precedent have been satisfied, Tenant's
exercise  of  the  Option  shall  be  of no force or effect and the Option shall
lapse.  If  all  of the above conditions precedent are satisfied, then the Lease
Term  shall  automatically be extended for the Option Term and all of the terms,
conditions  and provisions of this Lease shall continue in full force and effect
throughout the Option Term, except that the Monthly Rent and other amounts to be
paid  by  Tenant  during  the  Option Term shall be equal to the then prevailing
rates being paid by other tenants in the building for new leases and renewals of
comparable  space,  including  but  not  limited  to provisions for concessions,
inducements,  allowances  and  periodic  adjustments.  If  Tenant  exercises the
Option,  Landlord  and  Tenant shall, on or before the original Expiration Date,
prepare and execute an extension agreement acknowledging that Tenant has elected
to extend and include a schedule setting forth the Base Year and Monthly Rent to
be in effect for the Option Term. The Option shall be personal to Tenant and may
not  be  assigned  or  transferred  to  any  third  party.

31.     RIGHT  OF  FIRST  REFUSAL
        -------------------------

     Tenant  shall  have the right of first refusal on the adjacent space on the
fourteenth  (14th)  floor,  commonly known as Suite 1400, when and if such space
becomes  available.  Tenant  shall  have five (5) business days from the date of
receipt  of  Landlord's  written  notice to exercise the right of first refusal.
Except  for  rental rate, all terms and conditions for the expansion space shall
be  the  same  as  those  in the Lease. The rental rate fore the expansion space
shall  be  the  then prevailing rental rate in the Building. Tenant shall not be
entitled  to  the  right of first refusal during the third Lease Year unless the
Lease  Term  is  extended  for  an  additional  two  (2)  years.

32.     GENERAL  PROVISIONS
        -------------------

     32.1     Joint  Obligations.  If Tenant consists of more than one person or
              ------------------
entity, the obligations of such persons or entities as Tenant shall be joint and
several.


                                       26
<PAGE>
     32.2     Marginal  Headings.  The  titles  to  the Articles and Sections of
              ------------------
this  Lease  are  not  a  part  of  this  Lease  and shall have no effect on the
construction  or  interpretation.

     32.3     Time.  Time  is  of  the  essence  for the performance of each and
              ----
every  provisions  of  this  Lease  to  be  performed  by  Tenant.

     32.4     Successors  and Assigns.  Subject to the restrictions contained in
              -----------------------
Article  15  above,  this  Lease  binds  the  heirs,  executors, administrators,
successors  and  assigns  of  the  parties  hereto.

     32.5     Late  Charges.  Tenant acknowledges that late payment of rent will
              -------------
cause  Landlord  to incur costs not contemplated by this Lease, the exact amount
of which will be extremely difficult to ascertain.  These costs include, but are
not limited to, processing and accounting charges, and late charges which may be
imposed  on  Landlord  by  the  terms  of  any  Superior  Leases  and Mortgages.
Accordingly,  if  any  installment of Monthly Rent or payment of Additional Rent
due  from  Tenant  is not received by Landlord or Landlord's designee within ten
(10)  days  after  the amount is due, Tenant shall pay to Landlord a late charge
equal  to six percent (6%) of the overdue amount.  Acceptance of late charges by
Landlord  shall  not constitute a waiver of Tenant's default with respect to the
overdue amount, nor prevent Landlord from exercising any of the other rights and
remedies  granted  hereunder  or  at  law  or  in  equity.

     32.6     Prior  Agreements;  Amendment, Waiver.  This Lease contains all of
              -------------------------------------
the  agreements  of  the  parties  hereto  with respect to any matter covered or
mentioned  in this Lease, and no prior agreements or understanding pertaining to
any such matters shall be effective for any purpose.  No provision of this Lease
may  be  amended  or  added  to  except by an agreement in writing signed by the
parties  hereto  or  their  respective  successors  in  interest.  All  waivers
hereunder  must  be  in  writing  and  specify  the branch, act, omission, term,
covenant  or condition waived, and acceptance of rent or other acts or omissions
by  Landlord  shall not be deemed to be a waiver.  The waiver by Landlord of any
breach,  act,  omission,  term, covenant or condition of this Lease shall not be
deemed  to  be  a waiver of any other or subsequent breach, act, omission, term,
covenant  or  condition.

     32.7     Inability  to Perform.  Landlord shall not be in default hereunder
              ---------------------
nor  shall  Landlord  be  liable  to  Tenant  or  Tenant's  Affiliates  for  any
Liabilities  if  Landlord  is  unable  to  fulfill any of its obligations, or is
delayed in doing so, if the inability or delay is caused by reason of accidents,
breakage,  strike,  labor  troubles,  war,  act  of  God  (including,  without
limitation,  earthquake),  or  any  other  cause, whether similar or dissimilar,
which  is  beyond  the  reasonable  control  of  Landlord.

     32.8     Legal  Proceedings.  In  any  action  or  proceeding  involving or
              ------------------
relating  in  any  way to this Lease, the court or other person or entity having
jurisdiction  in  such  action  or  proceeding shall award to the party in whose
favor  judgment  is  entered the actual attorneys' fees and costs incurred.  The
party  in  whose  favor judgment is entered may, at its election submit proof of
fees  and costs as an element of damages before entry of Judgment or after entry
of  judgment in a post judgment cost bill.  Tenant also shall indemnify Landlord
for,  and  defend  and  hold Landlord harmless from and against, all Liabilities
incurred by Landlord if Landlord becomes or is made a party to any proceeding or


                                       27
<PAGE>
action:  (a)  instituted  by Tenant, or by any third party against Tenant, of or
against  any person holding any interest under or using the Premises by Licenses
of  or agreement with Tenant; (b) otherwise arising out of or resulting from any
act  or  omission  of  Tenant  or  such other person or (c) necessary to protect
Landlord's  interest  under  this  Lease  in  a  bankruptcy  proceeding or other
proceeding  under  Title  11  of  the  United  States  Code, as amended.  In any
circumstance where Tenant is obligated to indemnify or hold harmless Landlord or
Landlord's  Affiliates  under  this Lease, Tenant also shall defend Landlord and
Landlord's  Affiliates  with  counsel  acceptable  to Landlord or, at Landlord's
election,  Landlord  or  Landlord's  affiliates may employ their own counsel and
Tenant  shall  pay  when  due  all  attorney's  fees  and  costs  therefor.

     32.9     Conveyances of Premises.  As used herein the term "Landlord" means
              -----------------------
only  the current owner or owners of the fee title to the Building or the lessee
under  a  ground  lease of the Land.  Upon each conveyance (whether voluntary or
involuntary)  of  the  Building,  the  conveying  party shall be relieved of all
liability  under  any  and all of its convenants and obligations contained in or
derived  from  this  Lease  or  arising  out  of any act, occurrence or omission
occurring after the date of such conveyance.  Landlord may sell, assign, convey,
encumber or otherwise transfer all or any portion of its interest in this Lease,
the  Premises,  the  Building  or  the  Land.

     32.10     Name.  Tenant  shall  not  use the name of the Building or of the
               ----
development  in  which  the Building is situation, if any, for any purpose other
than  as  an  address  of  the  business  to  be  conducted  by  the  Premises.

     32.11     Severability.  Any  provision  of  this Lease which shall be held
               ------------
invalid, void or illegal shall in no way affect, impair or invalidate any of the
other provisions hereof and such other provisions shall remain in full force and
effect.

     32.12     Trial by Jury.  Tenant hereby waives trial by jury in any action,
               -------------
proceeding  or  counterclaim  brought  by  either  of  the parties hereto on any
matters  whatsoever  arising  out  of  or  in any way connected with this Lease.

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

     32.14     Choice  of  Law.  This Lease shall be governed by the laws of the
               ---------------
State  of  California applicable to transactions to be performed wholly therein.

     32.15     Signs.  Tenant  shall  not  place  any  sign on the Premises, the
               -----
Building or the Land, or which is visible from anywhere outside of the Premises,
without  Landlord's  prior  written  consent.

     32.16     Landlord's  Consent.  Whenever  Landlord's consent or approval is
               -------------------
required  hereunder,  Landlord  shall  not  unreasonably  delay  the granting or
withholding  or its consent or approval.  Except where it is expressly provided,
that  Landlord  will not unreasonably withhold its consent or approval, Landlord
may  withhold  its  consent or approval arbitrarily and in its sole and absolute
discretion.


                                       28
<PAGE>
     32.17     Presumptions.  This  Lease  shall  be construed without regard to
               ------------
any  presumption or other rule requiring construction against the party drafting
the document.  It shall be construed neither for nor against Landlord or Tenant,
but  shall  be  given  reasonable  interpretation  in  accordance with the plain
meaning  of  its  terms  and  the  intent  of  the  parties.

     32.18     Exhibits.  All  exhibits  and  any  riders annexed to this Lease,
               --------
including,  without  limitation,  Exhibits  "A",  "B",  "C",  "D"  and  "E"  are
                                  -------------   ---   ---   ---       ---
incorporated  herein  by  this  reference.

     32.19     Submission  of  Lease.  The submission of this Lease to Tenant or
               ---------------------
its  broker,  agent  or  attorney for review or signature does not constitute an
offer  to Tenant to lease the Premises or grant an option to lease the Premises.
This document shall not be binding unless and until it is executed and delivered
by  both  Landlord  and  Tenant.

     32.20     Meaning  of  Terms.  Whenever  required  by  the  context of this
               ------------------
Lease,  the  singular  shall include the plural and the plural shall include the
singular,  and the masculine, feminine and neuter genders shall each include the
others,  and the word "person" shall include corporations, partnerships or other
entities.

     32.21     Notices.  All  notices,  demands  or  communications  required or
               -------
permitted  under  this  Lease  (the  "Notices") shall be in writing and shall be
personally  delivered  or  sent  by  certified  mail,  return receipt requested,
postage  prepaid.  Notices to Tenant shall be delivered to the address set forth
in  Article  2,  except  that  when Tenant takes possession of the Premises, the
    ----------
address of the Premises always may be used for the purpose of delivering Notices
to  Tenant.  Notices  to Landlord shall be delivered to the address set forth in
Article  2,  or such other address as Landlord may specify in writing to Tenant.
----------
Notices  shall  be effective on the earlier of:  delivery; or two (2) days after
they  are  mailed  in  accordance  with  this  Section.

IN  WITNESS  WHEREOF,  the  parties hereto have executed this Lease on the dates
specified  below  next  to  their  respective  signatures.

"TENANT"
Cumetrix Data Systems,          Online Transaction Technologies, Inc., a
a California Corporation and    California Corporation
Signature:   /s/                Signature:   /s/
          --------------------            ------------------------------
Print:   Mar[sp?]               Print:   Colin P. Kruger
      ------------------------        ----------------------------------
Title:   CEO                    Title:   CEO
      ------------------------        ----------------------------------
Date:   02/23/99                Date:   2/23/99
     -------------------------       -----------------------------------


                                       29
<PAGE>
"LANDLORD"
L.A.T. INVESTMENT CORPORATION,
a California Corporation
By:   /s/
   ---------------------------
Sherry B. Kia
Its:  Vice President
Date:   3/8/99
     -------------------------


                                       30
<PAGE>
                                   EXHIBIT "A"
                               PREMISES FLOOR PLAN


                                        1
<PAGE>
                                   EXHIBIT "B"
                      LEASE COMMENCEMENT DATE CONFIRMATION

[DATE]
[NAME]
[TITLE]
__________________________

RE:     Commencement  Date  Confirmation
        --------------------------------
Gentlemen:

     Reference  is  hereby  made  to that Office Lease dated ______________ (the
"Lease") by and between L.A.T. INVESTMENT CORPORATION, a California corporation,
as  Landlord,  and _____________ ,  a ______________ corporation,  as  Tenant,
covering  that portion of ___________________ floor more commonly referred to as
Suite _________ in  the  office building located at 5777 West Century Boulevard,
Los  Angeles,  California.
Pursuant  to  Section  4.3  of the Lease, this letter shall serve to confirm our
              ------------
agreement  that the Commencement Date of the Lease is (insert date) and that the
Expiration Date of the Lease is (insert date).  Furthermore, Tenant acknowledges
and  agrees  Landlord has fulfilled its obligations under the Lease and the Work
Letter  dated  concurrently  therewith.

     Please indicate your confirmation of the foregoing by executing this letter
and  the  enclosed  copies  hereof.  With  best  regards,

CONFIRMED  AND  AGREED  TO  AS  OF  THE  DATE  HEREOF:

"LANDLORD"

L.A.T.  INVESTMENT  CORPORATION,
a  California  corporation

By:______________________

"TENANT"
________________________

By:_____________________

Its:____________________


                                        1
<PAGE>
                                   EXHIBIT "C"

                        RULES AND REGULATIONS OF BUILDING

     1.     The  sidewalks,  halls,  passages,  exits,  entrances,  elevators,
escalators  and  stairways of the Building shall not be obstructed by any of the
tenants  or  used  by  them for any purpose other that for ingress to and egress
from their respective premises.  The halls, passages, exits, entrances, shopping
malls,  elevators,  escalators  and stairways are not for the general public and
Landlord  shall  in  all  cases  retain  the right to control and prevent access
thereto  of  all  persons  whose  presence  in the judgment of Landlord would be
prejudicial  to  the safety, character, reputation and interests of the Building
and  its  tenants,  provided that nothing herein contained shall be construed to
prevent  such  access  to  persons  with  whom  any tenant normally deals in the
ordinary  course of its business, unless such persons are engaged in the illegal
activities.  No  tenant  and no agent, employee, contractor, invitee or licensee
of  any  tenant shall go upon the roof of the Building.  Landlord shall have the
right  at  any  time,  without  the  same constituting an actual or constructive
eviction  and  without incurring any liability to any tenant therefor, to change
the  arrangement  of  location  of  entrances or passageways, doors or doorways,
corridors,  elevators,  stairs,  toilets and other common areas of the Building.

     2.     No  tenant,  its  employees or invitees shall smoke tobacco or other
smoke  products  in  the  common  areas  of  the  Building,  including  without
limitation,  corridors, elevators, stairs restroom, lobby, elevator landings and
other  common  areas of the Building.  Any person found smoking in the foregoing
areas  shall  be  subject to fine by the applicable code enforced by the City of
Los  Angeles  and  shall  be  asked  to  leave  the  Building.

     3.     No  sign,  placard,  picture,  name, advertisement of notice visible
from  the exterior of any tenant's premises shall be inscribed, painted, affixed
or  otherwise  displayed  by  any tenant on any part of the Building without the
prior  written  consent of Landlord.  Landlord will adopt and furnish to tenants
general  guidelines relating to signs inside the Building.  Tenant shall confirm
to  such  guidelines.  All  approved  designs  or  lettering  on  doors shall be
printed,  painted,  affixed  or inscribed at the expense of any such tenant by a
person  approved  by  Landlord.  Material visible from outside the Building will
not  be  permitted.

     4.     No  tenant's  premises  shall be used for the storage of merchandise
held for sale to the general public or for lodging.  No cooking shall be done or
permitted on the premises except that private use by any tenant or Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar
beverages,  for preparation of meals by employees of any such tenant in a manner
customary for an employee lounge or lunchroom, and for catering to serve food in
connection  with meeting or receptions will be permitted, provided that such use
is  in  accordance with all applicable federal, state and municipal laws, codes,
ordinances,  rules  and  regulations.

     5.     No  tenant shall employ any person or persons other that the janitor
of  Landlord for the purpose of cleaning its premises unless otherwise agreed to
by  Landlord in writing.  Except with the written consent of Landlord, no person
or persons other than those approved by Landlord shall be permitted to enter the
Building  for  the  purpose  of  cleaning  the  same.  No tenant shall cause any
unnecessary labor by reason of such tenant's carelessness or indifference in the


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preservation  of  good order and cleanliness.  Landlord shall not be responsible
to  any  tenant  for any loss of property on the premises, however occurring, or
for  any  damage  done  to the effects of any tenant by the janitor or any other
employee or any other person.  Tenant shall pay to Landlord the cost of removal,
of  any  of tenant's refuse and rubbish, to the extent that the same exceeds the
refuse  and  rubbish  usually  attendant  upon  the  use of tenant's premises as
offices.  Janitor  service  will  not  be  furnished  on  nights  when rooms are
occupied  after  6:00 p.m.  unless, by agreement in writing, service is extended
to  a  later  hour  for  specifically  designated  rooms.

     6.     Landlord  will  furnish each tenant without charge with two (2) keys
to  each  door  lock  provided in the premises by Landlord.  Landlord may make a
reasonable  charge  for any additional keys.  No tenant shall have any such keys
copied  of  any  keys  made.  No tenant shall alter any lock or install a new or
additional  lock or any bolt on any door of its premises.  Each tenant, upon the
termination  of  its  lease,  shall deliver to Landlord all keys to doors in the
Building.

     7.     Landlord  shall  designate  appropriate  entrances  and  a  freight
elevator  for deliveries or other movement to or from the premises of equipment,
materials,  supplies, furniture or other property, and tenants shall not use any
other  entrances or elevators for such purposes.  The freight elevators shall be
available  for  use  by  all  tenants in the Building subject to such reasonable
scheduling  as  Landlord  in its discretion shall deem appropriate.  All persons
employed  and  means  or  methods  used  to move equipment, materials, supplies,
furniture  or  other  property  in  or  out  of the Building must be approved by
Landlord prior to any such movement.  Landlord shall have the right to prescribe
the  maximum weight, size and position of all equipment, materials, furniture or
other  property  brought  into the Building.  Heavy objects shall, if considered
necessary  by  Landlord,  stand  on a platform of such thickness as is necessary
properly to distribute the weight.  Landlord will not be responsible for loss of
or  damage  to  any  such  property  from  any cause, and all damage done to the
Building by moving or maintaining such property shall be repaired at the expense
of  tenants.

     8.     No  tenant  shall  use  or  keep  in the premise or the Building any
kerosene,  gasoline  or  inflammable or combustible fluid or material other than
limited quantities thereof reasonably necessary for the operation or maintenance
of  office  equipment.  No  tenant  shall  use  any  method  of  heating  or air
conditioning  other than that supplied by Landlord.  No tenant shall use or keep
or  permit  to  be  used  or  kept  any  foul or noxious gas or substance in the
premises,  or  permit  or suffer the premises to be occupied or used in a manner
offensive  or  objectionable  to  Landlord or other occupants of the Building by
reason of noise, odors or vibrations, or interfere in any way with other tenants
or  those  having  business  in  the Building, nor shall any animals or birds be
brought  or  kept  in  the  premises  or  the  Building.

     9.     Landlord  shall  the  right,  exercisable without notice and without
liability  to  any tenant, to change the name or street address of the Building.

     10.     The  Building's  air  conditioning  system achieves maximum cooling
when  the  blinds  are  closed.  Landlord  shall not be responsible for the room
temperature  if  tenant  does  not  keep  all  blinds  on the windows exposed to
sunshine closed whenever the system is in operation.  Tenant agrees to cooperate
fully  at  all  times  with  Landlord  and  to  abide  to  all  regulations  and
requirements  which  landlord  may  prescribe  for  the  proper  functioning and
protection  of  said  air conditioning system.  Tenant agrees not to connect any


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<PAGE>
apparatus devise, conduit or pipe to the Building chilled and hot water devices,
conduits  or  pipes  to  the  Building chilled and hot water conditioning supply
lines.  Tenant  further  agrees that neither tenant nor its servants, employees,
agents,  visitors,  licensees  or contractors shall at any time enter mechanical
installations  or  facilities  of  the Building or adjust, tamper with, touch or
otherwise  in  any  manner  affect  said  installations  or  facilities.

     11.     Electric  current is furnished as required by the Building standard
office lighting and fractional horsepower office business machines in the amount
of approximately three (3) watts per square foot.  The tenant agrees, should its
electrical  installation or electrical consumption be in excess of the aforesaid
quantity  or  extend beyond normal business hours, to reimburse Landlord monthly
for  the measured consumption under the terms, classifications and rates charged
to  similar  consumers  by  said public utilities serving in the neighborhood in
which the Building is located.  If a separate meter is not installed at tenant's
cost,  such  excess cost will be established by an estimate agreed upon Landlord
and  tenant,  and if the parties fail to agree, as established by an independent
licensed  engineer.  Tenant  agrees  not  to  use any apparatus or device in, or
upon,  or  about  the premises which will in any way increase the amount of such
services  usually  furnished  or  supplied  to  said premises and tenant further
agrees  not  to  connect any apparatus or device or wires, conduits or pipes, or
other  means  by  which  such  services  are  supplied, for the purpose of using
additional  or  unusual  amounts  of  such  services  without written consent of
Landlord.  Should  tenant  use  the  same  to excess, the refusal on the part of
tenant  to  pay, upon demand of Landlord, the amount established by Landlord for
such  excess  charge  shall  constitute  a  breach of the obligation to pay rent
current  under  tenant's  lease and shall entitle Landlord to the rights therein
granted  for  such  breach.  At all times tenant's use of electric current shall
never  exceed the capacity of the feeders to the Building or the rises or wiring
installation  and  tenant shall not install or use or permit the installation or
use  of  any  computer  or  electronic data processing equipment in the premises
without  the  prior  written  consent  of  Landlord.

     12.     Water  will  be available in public areas for drinking and lavatory
purposes  only,  but  if  tenant  requests, uses or consumes water for any other
purpose  in  addition  to ordinary drinking and lavatory purposes, or which fact
tenant  constitutes  Landlord to be the sole judge, Landlord may install a water
meter  and  thereby measure tenant's water consumption for all purposes.  Tenant
shall  pay  Landlord  for the cost of the meter and the cost of the installation
thereof  and  throughout  the  duration of tenant's occupancy, tenant shall keep
said  meter  installation equipment in good working order and repair at tenant's
own  cost  and  expense,  in  default of which Landlord may cause such meter and
equipment  to  be replaced or repaired and collect the cost thereof from tenant.
Tenant  agrees  to  pay  for  water consumed, as shown on aid meter, as and when
bills are rendered, and on default in making such payment, Landlord may pay such
charges  and collect the same from tenant.  Any such costs or expenses incurred,
or  payments  made  by  Landlord for any of the reasons or purposes herein above
stated shall be deemed to be Additional Rent, payable by tenant, and collectible
by  landlord  as  such.

     13.     Landlord  reserves  the  right  to  stop  service  of the elevator,
plumbing, ventilating, air conditioning and electric systems, when necessary, by
reason  of accident or emergency or for repairs, alterations or improvements, in
the  judgment of Landlord desirable or necessary to be made, until said repairs,
alterations or improvements shall have been completed, and shall further have no


                                        3
<PAGE>
responsibility  or  liability  for  failure  to  support  elevator  facilities,
plumbing, ventilating, air conditioning or electric service, when prevented from
doing  so  by  strike  or  accident or by any cause beyond Landlord's reasonable
control  or  by  laws,  rules,  orders,  ordinances,  directions, regulations or
requirements  of  federal,  state,  country or municipal authority or failure of
gas, oil or other suitable fuel.  It is expressly understood and agreed that any
covenants  on  Landlord's  part  to  furnish  any service pursuant to any of the
terms,  covenants,  conditions, provisions or agreements of tenant's lease or to
perform any act or thing for the benefit of tenant, shall not be deemed breached
of  Landlord  is  unable  to furnish or perform the whatsoever beyond Landlord's
control.

     14.     Landlord  reserves  the  right to exclude from the Building between
the hours of 6:00 p.m.  and 8:00 a.m.  Monday through Friday and at all hours on
Saturdays,  Sundays  and  legal  holidays  all  persons  who  do  not  present
identification  acceptable to Landlord.  Each tenant shall provide Landlord with
a  list of all persons authorized by such tenant to enter its premises and shall
be liable to landlord for all acts of such person.  Landlord shall in no case be
liable  for  damages  for any error with regard to the admission to or exclusion
from  the  Building  of  any person.  In the case of invasion, mob, riot, public
excitement  or other circumstances rendering such action advisable in Landlord's
opinion,  Landlord  reserves  the right to prevent access to the Building during
the  continuance  of  the  same by such action as Landlord may deem appropriate,
including  closing  doors.

     15.     The  directory  of the Building will be provided for the display of
the  name  and location of tenants.  Landlord reserves the right to restrict the
amount  of  directory  space  utilized  by  any  tenant.

     16.     No  curtains, draperies, blinds, shutters, shades, screens or other
coverings,  hangings  or decorations shall be attached to, hung or placed in, or
used  in  connection  with  any window of the Building without the prior written
consent  of Landlord.  In any event, with the prior written consent of Landlord,
such  items  shall be installed on the office side of Landlord's standard window
covering  and  shall  in  no  way  be visible from the exterior of the Building.
Tenants  shall  keep window coverings closed when the effect of sunlight (or the
lack  thereof)  would  impose unnecessary loads of the Building's heating or air
conditioning  system.

     17.     No  tenant  shall  obtain  for  use  in the  premises ice, drinking
water,  food,  beverage,  towel  or  other  similar  services,  except  at  such
reasonable  hours and under such reasonable regulations as may be established by
Landlord.

     18.     Each  tenant shall ensure that the doors of its premises are closed
and  locked  and  that all water faucets, water apparatus and utilities are shut
off  before  such  tenant  or  such  tenant's employees leave the premises as to
prevent  waste  or  damage,  and for any default or carelessness in this regard,
such  tenant  shall  compensate  for  all injuries sustained by other tenants or
occupants  of the Building or Landlord.  On multiple-tenancy floors, all tenants
shall  keep  the  doors to the Building corridors closed at all times except for
ingress  and  egress.

     19.     The  toilet rooms, toilets, urinals, wash bowls and other apparatus
shall  not  be  used  for  any  purpose  other  than  that  for  which they were
constructed,  no  foreign  substance  of  any  kind  whatsoever  shall be thrown
therein,  and the expense of any breakage, stoppage or damage resulting from the
violation  of  this  rule  shall  be  paid  by  the  tenant who, or whose agent,
employee,  contractor,  invitee  or  licensee,  caused  it.


                                        4
<PAGE>
     20.     Except  with the prior written consent of Landlord, no tenant shall
sell  at retail newspapers, magazines, periodicals, theater or travel tickets or
any  other goods or merchandise to the general public in or on the premises, nor
shall  any  tenant  carry  on or permit or allow any employee or other person to
carry  on  the business of stenography, typewriting, printing or photocopying or
any similar business in or from the premises for the service or accommodation of
occupant  of  any  other  portion of the Building, nor shall the premises of any
tenant  be  used  for  manufacturing of any kind, or any business activity other
than  that  specifically  provided  for  in  the  tenant's  lease.

     21.     No  tenant  shall  install  any  radio  or  television  antenna,
loudspeaker,  or other device on the roof or exterior walls of the Building.  No
television  or  radio or recorder shall be played in such a manner as to cause a
nuisance  to  any  other  tenant.

     22.     There shall not be used in any space, or in the public halls of the
Building,  either by any tenant or others, any hand trucks except those equipped
with  rubber  tires and side guards or such other material handling equipment as
Landlord approves.  No other vehicles of any kind shall be brought by any tenant
into  the  Building  or  kept  in  or  about  its  premises.

     23.     Each  tenant  shall  store  all  its  trash  and garbage within its
premises.  No material shall be placed in the trash boxes or receptacles if such
material  is  of  such nature that it may not be disposed of in the ordinary and
customary  manner of removing and disposing of office building trash and garbage
in the City of Los Angeles, County of Los Angeles, without being in violation of
any  law  of ordinance governing such disposal.  All garbage and refuse disposal
shall  be  made  only through entryways and elevators provided for such purposes
and  at  such  times  as  Landlord  shall  designate.

     24.     Canvassing,  soliciting,  distribution  of  handbills  or any other
written  material  and  peddling in the Building are prohibited, and each tenant
shall  cooperate  to  prevent  the  same.

     25.     The  requirements  of  tenants  will  be  attended  to  only  upon
application  in  writing  at  the office of the Building.  employees of Landlord
shall not perform any work or do anything outside of their regular duties unless
under  special  instructions  from  Landlord.

     26.     Landlord  may  waive any one or more of these Rules and Regulations
for  the  benefit  of  any  particular  tenant or tenants, but no such waiver by
Landlord  shall  be construed as a waiver of such Rules and Regulations in favor
of  any  other tenant or tenants, nor prevent Landlord from thereafter enforcing
any  such  Rules  and  Regulations  against  any  or  all  of the tenants of the
Building.

     27.     These  Rules  and  Regulations are in addition to, and shall not be
construed  to  in  any way modify or amend, in whole or in part, the agreements,
covenants,  conditions  and provisions of any Lease of premises in the Building.


                                        5
<PAGE>
     28.     Landlord  reserves  the  right  to  make  such  other  rules  and
regulations  as  in its judgment may from time to time be needed for the safety,
care  and  cleanliness  of  the  Building and for the preservation of good order
therein.

     29.     All  construction projects and tenant improvement work must conform
to  the  General  Construction  and  Building  Rules.


                                        6
<PAGE>
                                   EXHIBIT "D"

                              CORPORATE RESOLUTION

                          CERTIFICATE OF SECRETARY OF:
                       [INSERT LEGAL NAME OF CORPORATION]

     The  undersigned, [Insert Name], hereby certifies that (he/she) is the duly
elected,  qualified  and  acting  Secretary  of  [Insert  Name],  a  California
corporation  (the  "Corporation",  and as such officer (he/she) is familiar with
the  corporate  records of the Corporation and is an appropriate officer to make
this  certificate.
The  undersigned  hereby  further  certifies  as  follows:

     1.     The  following  is a true and correct excerpt of resolutions adopted
by  the  Board of Directors of the Corporation (the "Board") at a meeting called
and held on (insert date) and said resolutions have not been amended, altered or
repealed  and  remain  in  full  force  and  effect  on  the  date  hereof:

          WHEREAS,  there  has  been  submitted to the Board of Directors of the
     Corporation a proposal for leasing certain premises ("Premises") known as a
     ________  rentable  square  foot portion of the (___________th) floor (more
     commonly  known  as Suite _____) in the office building ("Building" located
     at  5777 West Century Boulevard, Los Angeles, California 90045, for the use
     by  the  Corporation  as  an office, the covenants, terms and conditions of
     which  will be substantially similar to the covenants, terms and conditions
     contained  in  the  draft  of  the office lease presented to the Board; and

          WHEREAS,  the  Board  deems the execution, delivery and performance of
     the  lease  by  the  Corporation  to  be  in  the  best  interests  of  the
     Corporation;

          NOW  THEREFORE,  RESOLVED, that the President or any Vice President of
     the  Corporation  be,  and each hereby is, authorized to execute for in the
     name  of  the Corporation, that certain lease ("Lease") dated (insert date)
     by  and  between  the  Corporation  and  L.A.T.  INVESTMENT  CORPORATION, a
     California  corporation ("Landlord"), covering the Premises in the Building
     (subject  to,  however, such modifications in such form and terms as may be
     approved  by  the officer executing the Lease) and the execution thereof by
     such  officer shall constitute conclusive evidence of (his/her) approval of
     any  modifications  thereto.

          FURTHER  RESOLVED,  that  the performance by the Corporation of all of
     its  obligations  under  the  Lease  are  hereby  authorized  and approved.

          FURTHER  RESOLVED, that each officer of the Corporation be, and hereby
     is,  authorized and directed to take further action for or on behalf of the
     Corporation,  as  is  necessary,  desirable or convenient to effectuate the
     intent  of  the  foregoing  resolutions  or  to  promptly  consummate  the
     transactions  contemplated  thereby,  whether  or  not  such  action  is
     specifically  authorized  herein.


                                        1
<PAGE>
          FURTHER  RESOLVED,  that  the  authority  given  by  the  foregoing
     resolutions  shall be deemed retroactive, and any and all acts as described
     herein  performed  prior  to  the  adoption  of  the  resolution are hereby
     ratified  and  confirmed.  These resolutions shall remain in full force and
     effect  until  the  fifth  (5th)  business  day  following  written  notice
     (provided  in  the  manner prescribed in Section 31.21 of the Lease) of its
                                               -------------
     revocation  shall  be  received  by  Landlord at its address for service of
     notices  as  specified  in  Article  2  of  the  Lease.
                                 ----------

     2.     The persons named below are duly elected and qualified incumbents of
the  respective  officers  of  the  Corporation  set  out  to  the left of their
respective  names  and the signatures to the right of their respective names are
the  genuine  signatures  of  such  officers,  and such persons are the officers
referred  to  in  the  foregoing  resolutions  as  being  authorized  to execute
documents  pursuant  to  such  resolutions.

     TITLE              NAME                 SIGNATURE
     -----              ----                 ---------

President          [Insert  Name}     ________________________

Vice-President     [Insert  Name}     ________________________

Secretary          [Insert  Name}     ________________________

Treasurer          [Insert  Name}     ________________________

     IN  WITNESS  WHEREOF, this resolution of the Board has been executed by the
officers  of  the  Corporation  as  of  (insert  date).

By:_____________________________
   Secretary  of  [Insert  Name],
   a  California  Corporation


                                        2
<PAGE>
                                   EXHIBIT "E"

                               TENANT IMPROVEMENTS

              Suite 1400 - Cumetrix/Online Transaction Technologies

     A)     Landlord,  at  Landlord's  sole  expense shall provide the following
Building  Standard  improvements to the Premises prior to the Commencement Date:

          1  -  Construct  walls  and  doors  as  shown;

          2  -  relocate  kitchen  sink  and  cabinet  as  shown;  and

          3  -  paint  all  walls  (excluding  wall  paper  areas).

     B)     Landlord  shall  install Building Standard floor covering throughout
the  Premises, the cost of which shall be equally shared by Tenant and Landlord.
However,  if  Tenant exercises the Renewal Option as stipulated in Section 30 of
the  Lease,  the Tenant shall receive a rent credit equivalent to Tenant's share
of  floor  covering  cost  at  the  beginning  of  the  renewal  term.


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<PAGE>