NL-ORANGE, L.P.
                 BY NIPPON LANDIC (U.S.A.), INC.
             A DELAWARE CORPORATION, GENERAL PARTNER

                            LANDLORD,

                               AND

                 DENNIS SHEN, dba GLOBAL PAC TECH

                              TENANT

                           OFFICE LEASE

THIS LEASE ("Lease") is made between NL-ORANGE, L.P., by NIPPON LANDIC (USA),
INC., a Delaware corporation, General Partner ("Landlord"), and the Tenant
described in Item 1 of the Basic Lease Provisions.

                        LEASE OF PREMISES

Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
subject to all of the terms and conditions set forth herein, those certain
premises (the "Premises") described in Item 3 of the Basic Lease Provisions
and as shown in the drawings attached hereto as Exhibit A-1.  The Premises are
located in that certain office building (the Building) shown on Exhibit "A-2"
and whose street address is 770 The City Drive South, Orange, California
92868.  The Building is located on that certain land (the Land) described on
Exhibit "A-3" attached hereto, which is also improved with landscaping,
parking facilities and other improvements and appurtenances.  The Land,
together with all such improvements and appurtenances and the Building, are,
subject to Paragraph 18, collectively referred to herein as the "Project".
However, Landlord reserves the right to make such changes, additions and/or
deletions to the Land, the Building and the Project as it shall determine from
time to time.

                      BASIC LEASE PROVISIONS

1. Tenant:  DENNIS SHEN, dba Global Pac Tech ("Tenant")

2. Building: NEXUS CITY SQUARE
Address: 770 The City Drive South
Orange, CA 92868

3. Description of Premises: Floor(s): Second Suite: 2200

Rentable Area: 1,587 square feet (see Exhibit A-4)
                                                                         1,587
4. Tenant's Proportionate Share of Excess Operating Costs: 42721237% = 371,478

5. Basic Annual Rent (see Paragraphs 2 and 20):

Partial Lease Month:$       75.12 per day
First Lease Year $27,042.48
6. Initial Monthly Installment of Basic Annual Rent:   $ 2,253,54
($1.42 per square foot of Rentable Area)

Installment payable upon execution: $2,253.54

7.Security Deposit: $4,507.08

8. Base Operating Costs: Tenant shall pay its pro rata share of Operating
Costs increases over the Base Year 1996 subject to adjustment as provided in
Section 3(e) of the Lease

9. Term: One (1) year

10. Target Commencement Date: August 1, 1996

11.Broker[s]: Cushman & Wakefield of California, Inc.

12.Permitted Use: General office use

13.Number of Parking Spaces (see Paragraph 18): 4:1000

14.Addresses for Notices:

To: Tenant to: Landlord

Prior to occupancy of the Premises: NL-Orange L.P.
%Insignia Commercial Group, Inc.
Dennis Shen 770 The City Drive South
Global Pac Tech Suite 2900
1201 E.  Ball Road, #Orange, CA 92668
Anaheim, CA 92805

After occupancy of the Premises:

Global Pac Tech
770 The City Drive South, Suite 2200
Orange, CA 92868

15. All payments payable under this Lease shall be sent to Landlord at the
address specified in Item 14 or to such other address as Landlord or
Landlord's Agent may designate.

16.Guarantor: N/A


17.Landlord's Agent: Insignia Commercial Group, Inc.
770 The City Drive South, Suite 2900
Orange, California 92668

18.Date of this Lease: July 15, 1996

IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of
the foregoing Basic Lease Provisions, the provisions of the Standard Lease
Provisions (the Standard Lease Provisions) (consisting of Paragraphs 1 through
20 which follow) and Exhibits A-1" through A-4 and B through H, inclusive, all
of which are incorporated herein by this reference.  In the event of any
conflict between the provisions of the Basic Lease Provisions and the
provisions of the Standard Lease Provisions, the Standard Lease Provisions
shall control.

LANDLORD

NL-ORANGE, L.P.

Nippon Landic (U.S.A.), Inc., a
Delaware corporation, as General Partner



By: /s/ Mitsuhiko Hashimoto
        -------------------
        Mitsuhiko Hashimoto
        General Manager

Date: July 19, 1996


TENANT

DENNIS SHEN, dba GLOBAL PAC TECH



By: /s/ Dennis Shen
        -----------
        Dennis Shen

Its:

Date: July 18, 1996

                        TABLE OF CONTENTS



                                                                      Page

1.TERM                                                                -1-

2.BASIC ANNUAL RENT AND SECURITY DEPOSIT                              -1-

3.ADDITIONAL RENT                                                     -2-

4.IMPROVEMENTS AND ALTERATIONS                                        -3-

5.REPAIRS                                                             -4-

6.USE OF PREMISES                                                     -4-

7.UTILITIES AND SERVICES                                              -5-

8.NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE             -6-

9.FIRE OR CASUALTY                                                    -8-

10.EMINENT DOMAIN                                                     -8-

11.ASSIGNMENT AND SUBLETTING                                          -8-

12.DEFAULT                                                            -10-

13.ACCESS; CONSTRUCTION                                               -12-

14.BANKRUPTCY                                                         -12-

15.SUBSTITUTION OF PREMISES                                           -13-

16.SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES                   -13-

17.SALE BY LANDLORD; NONRECOURSE LIABILITY                            -14-

18.PARKING; COMMON FACILITIES                                         -14-

19.MISCELLANEOUS                                                      -15-
(a)Attorneys' Fees                                                    -15-
(b)Waiver                                                             -15-
(c)Notices                                                            -15-
(d)Labor                                                              -15-
(e)Security                                                           -15-
(f)Storage                                                            -15-
(g)Holding Over                                                       -16-
(h)Condition of Premises                                              -16-
(i)Quite Possession                                                   -16-
(j)Matters of Record                                                  -16-
(k)Project Financing                                                  -16-
(l)Successors and Assigns                                             -16-
(m)Brokers                                                            -16-
(n)Name                                                               -16-
(o)Examination of Lease, Confidentiality                              -16-
(p)Time                                                               -17-
(q)Defined Terms and Marginal Headings                                -17-
(r)Conflict of Laws; Prior Agreements; Separability                   -17-
(s)Authority                                                          -17-
(t)Common Areas                                                       -17-
(u)Joint and Several Liability                                        -17-
(v)Rental Allocation                                                  -17-
(w)Rules and Regulations                                              -17-
(x)Financial Statements                                               -17-
(y)Landlord's Agent                                                   -17-

20.ADDENDA                                                            -17-
(a)Transportation Management                                          -18-
(b)Non-smoking                                                        -18-

                        TABLE OF EXHIBITS

Exhibit "A-1"Floor Plan[s]
Exhibit "A-2"Plot Plan of Building
Exhibit "A-3"Legal Description
Exhibit "A-4"Rentable Area
Exhibit "B"Landlord's Obligation
Exhibit "C"Requirements for Alterations
Exhibit "D"Standards for Utilities and Services
Exhibit "E"Building Rules and Regulations
Exhibit "F"Form Estoppel Certificate
Exhibit "G"Tenant's Initial Certificate

<PAGE>
                    STANDARD LEASE PROVISIONS

TERM

(a)Unless earlier terminated in accordance with the provisions hereof, the
initial term of this Lease shall be the period shown in Item 9 of the Basic
Lease Provisions; provided, however, in the event the Commencement Date
(defined below) occurs on a date other than the first (1st) day of a calendar
month, there shall be added to the term the partial month (the "Partial Lease
Month") from the Commencement Date to the first (1st) day of the calendar
month following the Commencement Date. [As used herein, "term" shall refer to
the initial term described in Item 9 of the Basic Lease Provisions and,
provided the same is duly exercised and commences, the Extended Term described
in Subparagraph 20(a).]

(b)Subject to the provisions of this Paragraph 1, the term shall commence on
the date (the "Commencement Date") which is the earlier of the date Landlord
delivers the Premises to Tenant or the date Tenant takes possession or
commences the use of the premises for any business purpose (including moving
in).  Landlord shall be deemed to have delivered the Premises to Tenant on the
date determined by Landlord's Space Planner (defined in the Work Letter
described below) to be the date of substantial completion of the Tenant Work
(defined in the Work Letter).  Notwithstanding the foregoing, in the event
that Landlord is delayed in delivering the Premises by reason of any act or
omission of Tenant, including, without limitation, those specified in the Work
Letter (the "Work Letter") attached hereto as Exhibit "B" (a "Tenant Delay"),
the term shall commence (unless Tenant takes possession or commences use of
the Premises prior thereto) on the date the Premises would have been delivered
by Landlord had the Tenant Delay(s) not occurred.  This Lease shall be a
binding contractual obligation effective upon execution hereof by Landlord and
Tenant, notwithstanding the later commencement of the term of this Lease.

(c)Landlord may deliver the Premises to Tenant on or after the Target
Commencement Date described in Item 10 of the Basic Lease Provisions.
Landlord shall use reasonable efforts to give Tenant at least fifteen (15)
days' notice of the date upon which, in Landlord's opinion, the Commencement
Date shall occur; provided, however, that in the event the Commencement Date
is delayed or otherwise does not occur on the date specified, this Lease shall
not be void or voidable, nor shall Landlord be liable to Tenant for any loss
or damage resulting therefrom.

BASIC ANNUAL RENT AND SECURITY DEPOSIT

(a)Tenant agrees to pay during the Partial Lease Month and each Lease Year
(defined below) of the term of this Lease as Basic Annual Rent ("Basic Annual
Rent") for the Premises the sums shown for such periods in Item 5 of the Basic
Lease Provisions.  For purposes of this Lease, a "Lease Year" shall be each
twelve (12) calendar month period commencing on (i) the Commencement Date (or
anniversary thereof) if the Commencement Date occurs on the first (1st) day of
a month, or otherwise (ii) on the first (1st) day of the calendar month
following the Commencement Date (or anniversary thereof.

(b)Except as expressly provided to the contrary herein, Basic Annual Rent
shall be payable in equal consecutive monthly installments, in advance,
without deduction or offset, commencing on the Commencement Date and
Continuing on the first (1st) day of each calendar month thereafter.  The
first (1st) full monthly installment of basic Annual Rent, described in Item 6
of the Basic Lease Provisions, shall be payable upon Tenant's execution of
this Lease.  If the Commencement Date is a day other than the first (1st) day
of a calendar month, then the Rent (defined below) for the Partial Lease Month
(the "Partial Lease Month Rent") shall be calculated on the per diem basis
shown therefor in Item 5 of the Basic Lease Provisions for the number of days
of such month from and including the Commencement Date.  The Partial Lease
Month Rent shall be payable by Tenant prior to the date that Tenant takes
possession or commences use of the Premises for any business propose
(including moving in).  Basic Annual Rent, all forms of additional rent
payable hereunder by Tenant and all other amounts, fees, payments or charges
payable hereunder by Tenant shall (i) each constitute rent payable hereunder
(and shall sometimes collectively be referred to herein as "Rent"), (ii) be
payable to Landlord when due without any prior demand therefor in lawful money
of the United States and, except as may be expressly provided to the contrary
herein, without any offset or deduction whatsoever, and (iii) be payable to
Landlord at the address of Landlord described in Item 2 of the Basic Lease
Provisions or to such other person or to such other place as Landlord may from
time to time designate in writing to Landlord.

(c)Tenant has paid or will pay Landlord such sum[s] at such time[s] as are set
forth with respect to the "Security Deposit" (the "Security Deposit") in Item
7 of the Basic Lease Provisions as security for the performance by Tenant of
Tenant's obligations hereunder.  If, at any time during the term of this Lease
or any Extended Term thereof, Tenant's Basic Annual Rent is increased above
the amount initially paid hereunder, the Security Deposit shall be increased
in the same proportion, and Tenant shall deposit cash with Landlord in an
amount sufficient to increase the Security Deposit to the appropriate amount.
Landlord shall not be required to keep the Security Deposit separate from its
general funds, and Tenant shall not be entitled to interest thereon.  If
Tenant defaults with respect to any provision of this Lease, including,
without limitation, the provisions relating to the payment of Rent or the
cleaning or restoration of the Premises upon the termination of this Lease,
Landlord may, but shall not be required to, use, apply or retain all or any
part of the Security Deposit (i) for the payment of any Rent or any other sum
in default, (ii) for the payment of any other amount which Landlord may spend
or become obligated to spend by reason of Tenant's default hereunder, or (iii)
to compensate Landlord for any other loss or damage which Landlord may suffer
by reason of Tenant's default hereunder, including, without limitation, costs
and attorneys' fees incurred by Landlord to recover possession of the Premises
following a default by Tenant hereunder.  If any portion of the Security
Deposit is so used or applied, Tenant shall, upon demand therefor, deposit
cash with Landlord in an amount sufficient to restore the Security Deposit to
the appropriate amount, as required to be maintained by Tenant hereunder.  If
tenant shall fully perform every provision of this Lease to be performed by
it, the Security Deposit or any balance thereof shall be returned to Tenant
(or, at Landlord's option, to the last assignee of Tenant's interest
hereunder) within fourteen (14) days following the expiration of the term of
this Lease; provided, however, that Landlord may retain the Security Deposit
until such time as any amount due from Tenant in accordance with Paragraph 3
below has been determined and paid to Landlord in full.  If the obligation of
Tenant to pay the initial Security Deposit has been waived by Landlord in Item
7 of the Basic Lease Provisions, then this provision shall not be applicable
unless and until Tenant defaults under this Lease, in which event Landlord
may, at its sole option, and as a condition precedent to any cure by Tenant
hereunder, require that Tenant immediately pay the Security Deposit, which
shall be in an amount equal to the then Monthly Installment of the Basic
Annual Rent.
(d)The parties agree that for all purposes hereunder the Premises shall be
stipulated to contain the number of squire feet of Rentable Area (defined in
Exhibit "A-4") described in Item 3 of the Basic Lease Provisions.  Upon the
request of Landlord, Landlord's Space Planner shall verify the exact number of
square feet of Rentable Area in the Premises.  In the event there is a
variation of three percent (3%) or more from the umber of square feet
specified in Item 3 of the Basic Lease Provisions, Landlord and Tenant shall
execute an amendment to this Lease for the purpose of making appropriate
adjustments to the Basic Annual Rent, the Security Deposit, Tenant's
Proportionate Share (defined below) and such other provisions hereof as shall
be appropriate under the circumstances.

ADDITIONAL RENT

(a)Subject to the provisions of this lease, if Operating Costs (defined below)
for the Project for any calendar year during the term of this Lease exceed
Base Operating Costs (defined below), Tenant shall pay to Landlord as
additional rent an amount equal to Tenant's Proportionate Share of such
excess.

(b)"Tenant's Proportionate Share" is, subject to the provisions of this
Paragraph 3, the percentage number described in Item 4 of the Basic Lease
Provisions.  Tenant's Proportionate Share represents a fraction, the numerator
of which is the number of square feet of Rentable Area in the Premises and the
denominator of which is the number of square feet of Rentable Area in the
Project, as determined by Landlord pursuant to Subparagraph 2(d) above.

(c)"Base Operating Costs", during the term of this Lease, including, without
limitation, any Extended Term, equals the product of (i) the amount specified
in Item 8 of the Basic Lease Provisions, and (ii) the number of square feet of
Rentable Area contained in the Project.

(d)"Operating Costs" means all costs, expenses and obligations incurred or
payable by Landlord in connection with the operation, ownership, repair
management or maintenance of the Project during or allocable to the term of
this Lease, including, without limitation, the following:

(i)All real property taxes, assessments, license fees, excises, levies,
charges or impositions and other similar governmental ad valorem or other
charges levied on or attributable to the Project or its ownership, operation
or transfer, and all taxes, charges, assessments or similar impositions
imposed in lieu of the same (collectively, "Real Estate Taxes").  "Real Estate
Taxes" shall also include all taxes, assessments, license fees, excise,
levies, charges or similar impositions imposed by any governmental agency,
district, authority or political subdivision (A) on any interest of Landlord,
any mortgagee of Landlord or any interest of Tenant in the Project, the
Premises or in this Lease, or on the occupancy or use of space in the Project
or the Premises; (B) on the gross or net rentals or income from the Project,
the Rent received hereunder, or on Landlord's "right" or "rights" to any of
the foregoing or on Landlord's business of leasing the Premises, the Building
or the project, including, without limitation, any gross income tax or excise
tax levied by any federal, state or local governmental entity with respect to
the receipt of Rent or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy of the project,
or portions thereof; (C) measured by the gross square footage of the Project,
the Premises, or any portion thereof, or by the number of actual, estimated or
potential occupants of the Project, the number of vehicular trips generated by
or associated with the Project, or the number of parking spaces contained
within the Project, or for any transportation, arts, housing or environmental
plan, fund or system instituted within or for any geographic area in which the
Building is located, or any similar measure; (D) on the transfer of or the
transaction represented by this Lease or any lease of space in the Project or
on any document creating or transferring an interest in this Lease: (E) on the
construction, removal or alteration of improvements in the Project; (F) for
the provision of amenities, services or rights of use such as fire protection,
police protection, street, sidewalk, lighting, sewer or road maintenance,
refuse removal or janitorial services or for any other service, without regard
to whether such services were formerly provided by governmental or quasi-
governmental agencies to property owners or occupants at no cost or at minimal
cost; and (G) related to any transportation plan, fund or system instituted
within the geographic area of the Project or otherwise applicable to the
Premises, the Project, or any portion thereof.  "Real Estate Taxes" shall not
include any capital stock, estate or inheritance tax imposed by the State of
California for the federal government; and

(ii)The cost of utilities (including taxes and other charges incurred in
connection therewith), but, subject to the provisions of Paragraph 7,
excluding the cost of Tenant's electrical current usage within its Premises,
fuel, supplies, equipment, tools, materials, service contracts, janitorial
services, waste and refuse disposal, gardening and landscaping, insurance
(including, but not limited to, public liability, fire, property damage,
flood, rental loss, rent continuation, boiler machinery, business
interruption, contractual indemnification, earthquake and All Risk coverage
insurance for up to the full replacement cost of the Project and such other
insurance as is customarily carried by operators of other first-class
buildings in the County of Orange) to the extent carried by Landlord in its
discretion (and the deductible portion of any insured loss otherwise covered
by such insurance), the cost of compensation, including employment, welfare
and social security taxes, paid vacation days, disability, pension, medical
and other fringe benefits of all persons (including independent contractors)
who perform services connected with the operation, maintenance or repair of
the Project, personal property taxes on and maintenance and repair of
equipment and other personal property used in connection with the operation,
maintenance or repair of the Project, such auditors' fees and legal fees as
are incurred in connection with the operation, maintenance or repair of the
project, costs incurred for administration and management of the Project,
whether by Landlord or by an independent contractor, administrative expenses,
management fees, management office operational expenses, rental expenses for
or a reasonable allowance for depreciation of, personal property used in the
operation, maintenance or repair of the Project, license, permit and
inspection fees, all costs and expenses required by any governmental ro quasi-
governmental authority or by applicable law, for any reason, including capital
improvements, whether capitalized or not, the cost of any capital improvements
made to the Project by Landlord that improve life-safety systems or reduce
operating expenses (such as costs to be amortized over such reasonable periods
as Landlord shall determine with a return on capital at such rate as would
have been paid by Landlord on funds borrowed for the purpose of constructing
such capital improvements), the cost of air-conditioning, heating,
ventilating, plumbing, elevator maintenance and repair, sign maintenance, and
Common Area (defined in Paragraph 18) repair, resurfacing, operation and
maintenance, the cost of providing security services, if any, deemed
appropriate by Landlord, and any other cost or expense incurred or payable by
Landlord in connection with the operation, repair, management or maintenance
of the Project.

(e)Operating Costs for any calendar year during which actual occupancy of the
Project is less than ninety-five percent (95%) of the Rentable Area of the
Project shall be appropriately adjusted to reflect ninety-five percent (95%)
occupancy of the existing Rentable Ares of the Project during such period.  In
determining Operating Costs, if any services or utilities are separately
charged to tenants of the Project or others, Operating Costs shall be adjusted
by Landlord to reflect the amount of expense which would have been incurred
for such services or utilities on a full-time basis of normal Project
operating hours.  In the event (i) the Commencement Date shall be a date other
than January 1, (ii) the date fixed for the expiration of the term shall be a
date other than December 31, (iii) of any early termination of this Lease, or
(iv) of any increase or decrease in the size of the Premises, then in each
such event, an appropriate adjustment in the application of this Paragraph 3
shall, subject to the provisions of this Lease, be made to reflect such event
on a basis determined by Landlord to be consistent with the principles
underlying the provisions of this Paragraph 3.

(f)Prior to the commencement of each calendar year of the term following the
Commencement Date, Landlord shall have the right to give to Tenant a written
estimate of Tenant's Proportionate Share of the projected excess, if any, of
the Operating Costs for the Project for the ensuing year over the Base
Operating Costs.  Tenant shall pay such estimated amount to Landlord in equal
monthly installments, in advance on the first (1st) day of each month during
such year.  Subject to the provisions of this Lease, Landlord shall endeavor
to furnish to Tenant within a reasonable period after the end of each calendar
year, a statement indicating in reasonable detail the excess of Operating
Costs over Base Operating Costs for such period, and the parties shall, within
thirty (30) days thereafter, make any payment or allowance necessary to adjust
Tenant's estimated payments to Tenant's actual share of such excess as
indicated by such annual statement.  Any payment due Landlord shall be payable
by Tenant on demand from Landlord.  Any amount due Tenant shall be credited
against installments next becoming due under this Subparagraph 3(f).

(g)Tenant shall pay ten (10) days before delinquency, all taxes and
assessments (i) levied against any personal property or trade fixtures of
Tenant in or about the Premises, (ii) based upon the gross or net Rent payable
hereunder, and (iii) based upon this Lease or any document to which tenant is
a party creating or transferring an interest in this Lease or an estate in all
or any portion of the Premises.  If any such taxes or assessments are levied
against Landlord or Landlord's property or if the assessed value of the
Project is increased by the inclusion therein of a value placed upon such
personal property or trade fixtures, Tenant shall, upon demand, reimburse
Landlord for the taxes and assessments so levied against Landlord, or such
taxes, levies and assessments resulting from such increase in assessed value.

(h)Any delay or failure of Landlord in (i) delivering any estimate or
statement described in this Paragraph 3, or (ii) computing or billing Tenant's
Proportionate Share of excess Operating Costs shall not constitute a waiver of
its right to require an increase in Rent, or in any way impair, the continuing
obligations of Tenant under this Paragraph 3.  Without limiting the generality
of the foregoing, Landlord may at any time during the term hereof recalculate
and correct the amount of Tenant's Proportionate Share of excess Operating
Costs, and Tenant shall pay any amount due on demand by Landlord.  In the
event of any dispute as to any Rent due under this Paragraph 3, Tenant shall
have the right after reasonable notice and at reasonable time to inspect
Landlord's accounting records at the accounting office of Landlord's
management company.  If after such inspection, Tenant still disputes such
additional rental, upon Tenant's written request therefor, a certification as
to the proper amount of Operating Costs and the amount due to or payable by
Tenant shall be made by Landlord's independent certified public accountant.
Such certification shall be final and conclusive as to all parties.  Tenant
agrees to pay the cost of such certification and the investigation with
respect thereto, and no adjustments in Tenant's favor shall be made unless it
is determined that Landlord's original statement was in error in Landlord's
favor by more than five percent (5%).  Tenant waives the right to dispute any
matter relating to the calculation of Operating Costs or other forms of Rent
under this Paragraph 3 if any claim or dispute is not asserted by Tenant in
writing to Landlord within one (1) year of delivery to Tenant of the original
billing statement with respect thereto.

(i)Subject to the provisions of this Paragraph 3, the rights and obligations
of Landlord and Tenant with respect to payments to be made hereunder in regard
to excess Operating Costs incurred or allocable to periods prior to the
expiration or sooner termination of this Lease shall survive such expiration
or termination.

4.IMPROVEMENTS AND ALTERATIONS

(a)Landlord's sole construction obligation under this Lease is set forth in
the Work Letter attached hereto as Exhibit "B".

(b)Tenant shall not make any alterations, additions or improvements to the
Premises (collectively, "Alterations") without (i) the prior written consent
of Landlord, and (ii) compliance with such nondiscriminatory requirements
concerning such Alterations as may be imposed by Landlord from time to time.
Without limiting the foregoing, Landlord may require, at a minimum, compliance
with the requirements set forth in Exhibit "C" attached hereto.  All
Alterations shall be made by Tenant, at Tenant's sole cost and expense, and
shall be diligently prosecuted to completion.  The cost of any modifications
of Project improvements outside or inside of the Premises required by any
governmental agency as a condition or the result of Tenant's Alterations shall
be borne by Tenant.  Any contractor or person making such Alterations shall
first be approved in writing by Landlord.  Upon the expiration of earlier
termination of this Lease, Landlord may elect to have Tenant either (i)
surrender with the Premises any or all of Alterations as Landlord, Landlord
shall determine (except trade fixtures not attached to the Premises), in which
case, such Alterations shall become the property of Landlord, or (ii) promptly
remove any or all of such Alterations designated by Landlord to be removed, in
which case, Tenant shall repair and restore the Premises to its original
condition as of the date of substantial completion of the Tenant Work,
reasonable wear and tear excepted.

(c)Tenant shall keep the Premises, the Building and the Project free from any
and all liens arising out of any work performed, materials furnished, or
obligations incurred by or for Tenant.  In the event that Tenant shall not,
within ten (10) days following the imposition of any such lien, cause the same
to be released of record by payment or posting of a bond in a form and issued
by a surety acceptable to Landlord, Landlord shall have the right, but not the
obligation, to cause such lien to be released by such means as it shall deem
proper (including payment of or defense against the claim giving rise to such
lien); in such case, Tenant shall reimburse Landlord for all amounts so paid
by Landlord in connection therewith, together with all of Landlord's costs and
expenses, with interest thereon at the Default Rate (defined below).  Such
rights of Landlord shall be in addition to all other remedies provided herein
or by law.

REPAIRS

(a)Landlord shall use commercially reasonable efforts to keep the Common Areas
of the Building and the Project in a clean and neat condition.  Subject to
Subparagraph 5(b) below, Landlord shall make all necessary repairs, within a
reasonable period following receipt of notice of the need therefor from
Tenant, to the exterior walls, exterior doors and windows of the Building, and
to public corridors and other public areas of the Project not constituting a
portion of any tenant's premises and shall use commercially reasonable efforts
to keep all Building standard equipment used by Tenant in common with other
Tenants in good condition and repair, reasonable wear and tear excepted.
Notwithstanding the foregoing, Tenant shall be solely responsible for the
repair and maintenance of, and all damage to, the Building or the Project
resulting from the design and operation of all improvements which are not
Building Standard Installations (described in the Work Letter) in or serving
the Premises installed at the request of Tenant (regardless of whether
installed by Landlord, its agents or contractors or third-party contractors).
Except as provided in Paragraph 9, there shall be no abatement of Rent, and
Landlord shall not be liable for any injury to, or damage suffered by Tenant,
including, without limitation, interference with Tenant's business arising
from the making of any repairs, alterations or improvements in or to any
portion of the Premises, the Building or the Project.  Tenant waives the right
to make repairs at Landlord's expense under Sections 1941 and 1942 of the
California Civil Code, and under all other similar laws, statutes or
ordinances now or hereafter in effect.

(b)Tenant, at its expense, (i) shall keep the Premises and all fixtures
contained therein in a safe, clean and neat condition, and (ii) shall bear the
cost of maintenance and repair, by contractors selected by Landlord, of all
facilities which do not constitute Base Building Work (defined in the Work
Letter) located in the Premises, including, without limitation, lavatory,
shower, toilet, wash basin and kitchen facilities, and heating and air-
conditioning systems (including all plumbing connected to said facilities or
systems installed by or on behalf of Tenant or existing in the Premises at the
time of Landlord's delivery of the Premises to Tenant).  Tenant shall make all
repairs to the Premises not required to be made by Landlord under Subparagraph
5(a) above with replacements of any materials to be made by use of materials
of equal or better quality.  Tenant shall do all decorating, remodeling,
alteration and painting required by Tenant during the term of this Lease.
Tenant shall pay for the cost of any repairs to the Premises, the Building or
the Project made necessary by any negligence or wilful misconduct of Tenant or
any of its assignees, subtenants, employees or their respective agents,
representatives, contractors, or other persons permitted in or invited to the
Premises or the Project by Tenant.

(c)Upon the expiration or earlier termination of this Lease, Tenant shall
surrender the Premises in a safe, clean and neat condition; in the event that
Tenant defaults with respect to this provision, in addition to any and all
other remedies of Landlord, Landlord may use, apply ro retain all or any part
of the Security Deposit with respect to such default.  Tenant shall remove
from the Premises all trade fixtures (which are not required to be surrendered
with the Premises pursuant to the provisions of Subparagraph 4(b) hereof),
furnishings and other personal property of Tenant, shall repair all damage
caused by such removal, and shall restore the Premises to its original
condition, reasonable wear and tear excepted.  In addition to all other rights
Landlord may have, in the event Tenant does not so remove any such fixtures,
furnishings or personal property, Tenant shall be deemed to have abandoned the
same, in which case, Landlord may store the same, at Tenant's sole cost and
expense, appropriate the same for itself, and/or sell the same in its
discretion.

USE OF PREMISES

(a)Tenant shall use the Premises only for the purposes set forth in Item 12 of
the Basic Lease Provisions and shall not use the Premises or permit the
Premises to be used for any other purpose.

(b)Tenant shall not at any time use or occupy the Premises, or permit any act
or omission in or about the Premises in violation of any law, statute,
ordinance or any governmental rule, regulation or order (collectively, "Law"),
and Tenant shall, upon written notice from Landlord, discontinue any use of
the Premises which is a violation of Law.  If any Law shall, by reason of the
natures of Tenant's use or occupancy of the Premises, impose any duty upon
Tenant or Landlord with aspect to (i) modification, operation or other
maintenance of the Premises, the Building or the Project, or (ii) the use,
alteration or occupancy thereof, Tenant shall comply in full at its expense
with such Use.

(c)Tenant shall not at any time use or occupy the Premises in violation of the
certificates of occupancy issued for the Building or the Premises, and in the
event that any department of the State of California or the city or county in
which the Project is located shall at any time contend or declare that the
Premises are used or occupied in violation of such certificate or certificates
of occupancy, any Law or any recorded covenants, conditions and restrictions
affecting the Project, Tenant shall, upon five (5) days' notice from Landlord
or any such governmental agency, immediately discontinue such use of the
Premises and otherwise immediately remedy such violation).  The failure by
Tenant to discontinue such use shall be considered a default under this Lease,
and Landlord shall have the right to exercise any and all rights and remedies
provided herein or by default under this Lease, and Landlord shall have the
right to exercise any and all rights and remedies provided herein or by Law.
The statement in this Lease of the nature of the business to be conducted by
Tenant in the Premises shall not be deemed or construed to constitute a
representation or guaranty by Landlord that such business will continue to be
lawful or permissible under any certificate or occupancy issued for the
Building or the Premises, or otherwise permitted by Law.

(d)Tenant shall not do or permit to be done anything which may invalidate or
increase the cost of any All Risk, property damage, liability or other
insurance policy covering the Building, the Project and/or property located
therein and shall comply with all rules, orders, regulations and requirements
of the Pacific Fire Rating Bureau or any other organization performing a
similar function.  In addition to all other remedies of Landlord, Landlord may
require Tenant, promptly upon demand, to reimburse Landlord for the full
amount of any additional premiums charged for such policy or policies by
reason of Tenant's failure to comply with the provisions of this Paragraph 6.

(e)Tenant shall not in any way interfere with the rights or quiet enjoyment of
other tenants or occupants of the Premises, the Building or the Project.
Tenant shall not use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain,
or permit any nuisance in , on or about the Premises, the Building or the
Project.  Tenant shall not place a load upon any portion of the Premises
exceeding the structural floor load (per square foot of area) which such area
was designated (and is permitted by Law) to carry or otherwise use any
Building system in excess of its capacity or in any other manner which may
damage such system or the Building.  Business machines and mechanical
equipment shall be placed and maintained by Tenant, at Tenant's sole cost and
expense, in locations and in settings sufficient in Landlord's reasonable
judgement to absorb and prevent vibration, noise and annoyance.  Tenant shall
not commit or suffer to be committed any waste in, on, upon or about the
Premises, the Building or the Project.

(f)As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or wast which is or becomes regulated by any local
governmental authority, the State of California or the United States
Government, including, without limitation, (i) any material or substance which
is defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," 'hazardous substance" or "hazardous material"
under any federal, state, or local law, statute, ordinance or any governmental
rule, regulation or order governing or in any way relating to the release,
use, generation, handling, leakage, dumping, discharge or disposal of any of
the above (collectively, "Hazardous Material Laws") (ii) petroleum or any
petroleum derivative, (iii) any flammable explosive or radioactive material,
(iv) any polychlorinated biphenyl, and (v) asbestos or any asbestos containing
material or derivative.  Tenant hereby agrees that (i) Tenant and each of its
Affiliated (defined below), assignees, subtenants, and their respective
agents, servants, employees, representatives and contractors shall not bring
onto the Premises or the Project any Hazardous Material (other than customary
amounts of Hazardous Materials used for office supplies and cleaning materials
brought into the Premises by Tenant in the normal course of its tenancy and in
full compliance with all Hazardous Material Laws), (ii) Tenant shall
immediately notify Landlord in writing in the event Tenant becomes aware of or
suspects that there has been any release of any Hazardous Materials in, on or
about the Premises or the Project, or that nay person has stored or otherwise
brought onto the Project, or any portion thereof, any Hazardous Material
(other than customary amounts of office supplies and cleaning materials).
Tenant agrees to indemnity, defend (with counsel selected by Landlord),
protect and hold Landlord and each of its Affiliates harmless from and against
any and all claims, actions, administrative proceedings (including informal
proceedings), judgements, damages, punitive damages, penalties, fines, costs,
liabilities, interest or losses, including reasonable attorneys' fees and
expenses, consultant fees, and experts fees, together with all other costs and
expenses of any kind or nature that arise during or after the term of this
Lease directly or indirectly from or in connection with the presence,
handling, storage, release or discharge of any Hazardous Material in or into
the air, soil, surface water or groundwater at, on, about, under or within the
premises or the Project, or any portion thereof, generated, released,
discharged or otherwise brought onto, under or about the Project by Tenant or
any Affiliate thereof.  Each of the covenants and agreements of Tenant set
forth in this Subparagraph 6(f) shall survive the expiration or earlier
termination of this Lease.

UTILITIES AND SERVICES

(a)Provided that Tenant is not in default hereunder, Landlord shall furnish,
or cause to be furnished to the Premises, the utility service and other
services described in Exhibit "D" attached hereto, subject to the conditions
and in accordance with the standards set forth therein and in this Lease.

(b)Tenant agrees to cooperate fully at all times with Landlord and to comply
with all regulations and requirements which Landlord may from time to time
prescribe for the use of the utilities and services described herein and in
Exhibit "D".  Landlord shall not be liable to Tenant for the failure of any
other tenant, or its assignees, subtenants, employees, or their respective
invitees, agents or other representatives to comply with such regulations and
requirements.

(c)If Tenant requires utility service or other services in quantities greater
than, at times other than or of a type or quality different than that
generally furnished by Landlord pursuant to Exhibit "D", Tenant shall pay to
Landlord, upon receipt of a written statement therefor, Landlord's charge for
such additional or different utility service or services; provided, however,
if, in Landlord's judgement, such excess or different service cannot be
furnished unless additional risers, conduits, feeders, switchboards and/or
other facilities are installed in the Building, or otherwise are not then
being provided to other tenants in the Project (at the rate or level requested
by Tenant), the provision of such additional or different services shall be
subject to obligation to provide such additional or different utility or other
services if (i) the same is not generally available in first-class office
buildings in the area of the Project, (ii) in the case where additional
risers, conduits, feeders, switchboards and/or other appurtenances would be
required to be installed in the Building or Building systems, could create a
dangerous or hazardous condition or disturb or interfere with the use,
occupancy or quiet enjoyment of other tenants or otherwise adversely affect
the income stream, security satisfaction to Landlord for performance of such
obligation) of installation, use, maintenance, repair and removal of such
facilities, or (c) Landlord determines in good faith that installation,
operation, maintenance and/or cleaning services upon such terms and conditions
as shall be reasonably determined by Landlord, including payment of Landlord's
charge therefor.  In the case of any additional utilities or services to be
provided hereunder, Landlord may require a switch and metering system to be
installed so as to measure the amount of such additional utilities or
services.  the cost of installation, maintenance and repair of such system
shall be paid by Tenant upon demand.

(d)Landlord shall not be liable for, and Tenant shall not be entitled to, any
damages, abatement or reduction of Rent, or other liability by reason of any
failure to furnish any services or utilities described herein or in Exhibit
"D" for any reason, including, without limitation ,when caused by accident,
breakage, repairs, Alterations or other improvements to the Project, strikes,
lockouts or other labor disturbances or labor disputes or any character,
governmental regulation, moratorium or other governmental action, inability to
obtain electricity, water or fuel, or any other cause beyond Landlord's
reasonable control Landlord shall be entitled to cooperate with the energy
conservation efforts of governmental agencies or utility suppliers.  No such
failure, stoppage or interruption of any such utility or service shall be
construed as an eviction of Tenant, nor shall the same relieve Tenant from any
obligation to perform any covenant or agreement under this Lease.  In the
event of any failure, stoppage or interruption thereof, Landlord shall use
reasonable efforts to attempt to restore all services promptly.  No
representation is made by Landlord with respect to the adequacy or fitness of
the Building's ventilating, air-conditioning or other systems to maintain
temperatures as may be required for the operation of any computer, data
processing or other special equipment of Tenant or for any other purpose.

(e)Landlord reserves the right from time to time to make reasonable and
nondiscriminatory modifications to the above standards (including, without
limitation, those described in Exhibit "D") for utilities and services.

8.NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE

(a)Landlord shall not be liable to Tenant, and Tenant hereby waives all claims
against Landlord, its partners, officers, trustees, affiliates, directors,
employees, contractors, agents and representatives (collectively,
"Affiliates") for any injury or damage to any person or property occurring or
incurred in connection with or in any way relating to the Premises, the
Building or the Project from any cause, including, without limitation, by
reason of the active or passive negligence of Landlord or its Affiliates.
Without limiting the foregoing, neither Landlord nor any of its Affiliates
shall be liable for and there shall be no abatement of Rent for (i) any damage
to Tenant's property stored or entrusted to Affiliates of Landlord, (ii) loss
of or damage to any property by theft or any other wrongful or illegal act, or
(iii) any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water or rain which may
leak from any part of the Building or the Project or from the pipes,
appliances, appurtenances or plumbing works therein or from the roof, street
or sub-surface or from any other place or resulting from dampness or any other
cause whatsoever or from the acts or omissions of other tenants, occupants or
other visitors to the Building or the Project, or from any other cause
whatsoever, (iv) any diminution or shutting off of light, air or view by any
structure which may be erected on lands adjacent to the Building, whether
within or outside of the Project, or (v) any latent or other defect in the
Premises, the Building or the Project.  In addition and without limitation to
the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant
agrees that in no case shall Landlord ever be responsible or liable on any
theory for any injury to Tenant's business, loss of profits, loss of income or
any other form of consequential damage.  Tenant shall give prompt notice to
Landlord in the event of (A) the occurrence of a fire or accident in the
Premises or in the Building, or (B) the discovery of any defect therein or in
the fixtures or equipment thereof.

(b)Tenant shall indemnify, defend (with legal counsel selected by Landlord ),
protect and hold Landlord harmless from and against any and all claims, suits,
judgements, losses, costs, obligations, damages, expenses, interest and
liabilities, including, without limitation, reasonable attorneys' fees, for
any injury or damage to any person or property whatsoever arising out of or in
connection with this Lease, the Premises or Tenant's activities in the
Project, including, without limitation, when such injury or damage has been
caused in whole or in part by the act, negligence, fault or omission of
Tenant, its agents, servants, contractors, employees, representatives,
licensees or invitees, or by reason of the active or passive negligence of
Landlord or its Affiliates.  Without limiting the foregoing, Tenant shall
reimburse Landlord for all expenses, damages and fines incurred or suffered by
Landlord by reason of any breach, violation or non-performance by Tenant, its
agents, servants or employees, of any covenant or provision of this Lease, or
by reason of damage to persons or property caused by moving property of or for
Tenant in or out of the Building, or by the installation or removal of
furniture of other property, or by reason of carelessness, negligence or
improper conduct of Tenant or its agents, employees or servants in the use or
occupancy of the Premises.  The provisions of this Subparagraph 8(b) shall
survive the expiration or earlier termination of this Lease.

(c)Tenant hereby agrees to maintain in full force and effect at all times
during the term of this Lease, at its sole cost and expense, for the
protection of Tenant and Landlord, as their interests may appear, policies of
insurance issued by a responsible carrier or carriers, qualified to do
business in the State of California, with a financial class rating of not less
than x and a policy holder rating of not less than A in the most recent Best's
Key Rating Guide and otherwise acceptable to Landlord, which afford the
following coverages:

(i)Comprehensive general liability insurance (or commercial general liability
insurance) or such successor comparable form of coverage, including blanket
contractual liability, broad form property damage, independent contractor's
coverage, personal injury, completed operations, products liability, cross
liability and severability of interest clauses, and fire damage, written on an
"occurrence" basis with coverage of not less than Five Million Dollars
($5,000,000.00) combined single limit per occurrence for both bodily injury
(including death) and property damage;

(ii)All Risk Insurance, including, without limitation, insurance covering loss
or damage resulting or arising from sprinkler leakage, in an amount sufficient
to cover the full cost of replacement of all improvements to the Premises
(other than Building Standard Installations) and all of Tenant's fixtures and
other personal property.  The proceeds of such insurance shall be devoted
exclusively to the replacement of the same unless this Lease shall cease and
terminate pursuant to the provisions of Paragraph 9 hereof;

(iii)Loss of income insurance in such amounts as will cover Tenant for direct
or indirect loss of earnings resulting from all risks or perils customarily
insured against by commercially prudent tenants, as reasonably determined by
Landlord; and

(iv)Workers' Compensation and Employer's Liability Insurance (as required by
law).

(d)Tenant may, with the prior written consent of Landlord, elect to have
reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)) under
the policy required pursuant to Subparagraph 8(c)(ii).

(e)Tenant shall deliver to Landlord at least thirty (30) days prior to the
time such insurance is first required to be carried by Tenant, and thereafter
at least thirty (30) days prior to expiration of each such policy,
certificates of insurance evidencing the coverage required hereunder with
limits not less than those specified above.  Such policies of insurance shall
be written as primary policies, not contributing with, and not in excess of
coverage which Landlord may carry.  The certificate of insurance with respect
to the coverage described in Subparagraph 8(c)(i) above shall specifically
reflect insurance of Tenant's obligations under Subparagraph 8(b) above.  Such
certificates shall name Landlord as an additional insured and shall expressly
provide that the interest of the same therein shall not be affected by any
breach by Tenant of any policy provision for which such certificates evidence
coverage.  Further, all certificates shall expressly provide that not less
than thirty (30) days' prior written notice shall be given Landlord in the
event of material alteration or to cancellation of the coverages evidenced by
such certificates.  If on account of the failure of Tenant to comply with the
provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its
insurance carrier, then, in addition to all other remedies available to
Landlord, any loss or damage Landlord shall sustain by reason thereof shall be
borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill
therefor and evidence of such loss.

(f)Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and
expense, with such increased amount of existing insurance and such other
insurance with such limits and Landlord may require and such other hazard
insurance as the nature and condition of the Premises may require, in the
opinion of Landlord, to afford Landlord adequate protection for such risks.
However, in all cases such adjustments shall be based upon the requirements of
an institutional lender of Landlord or otherwise reasonable and consistent
with the requirements of other first-class office projects i the County of
Orange.

(g)Landlord makes no representation that the insurance coverage specified to
be carried by Tenant pursuant to this Paragraph 8 is adequate to protect
Tenant against Tenant's undertaking under the terms of this Lease or
otherwise, and in the event Tenant believes that any such insurance coverage
called for under this Lease is insufficient, Tenant shall provide, at its own
cost and expense, such additional insurance as Tenant deems adequate.

(h)Notwithstanding any provision of this Paragraph 8 to the contrary, in the
event that Landlord's insurance policies with respect to the Premises, the
Building or the Project permit a waiver of subrogation, Landlord hereby waives
any and all rights of recovery against Tenant for or arising out of damage to,
or destruction of, the Premises, the Building or the project, from causes then
included under standard fire and All Risk insurance policies with respect to
the Premises permit a waiver of damage or destruction.  In the event that
Tenant's insurance policies with respect to the Premises permit a waiver of
subrogation, Tenant waives any and all rights of recovery against Landlord for
or arising out of damage to, or destruction of, any property of Tenant, from
causes then included under standard fire and All Risk insurance policies or
endorsements.  Tenant represents that its present insurance policies now in
force permit such waiver.  If at any time during the term of this Lease (i)
either party shall give less than five (5) days' prior written notice to the
other party certifying that any insurance carrier which has issued any such
policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii)
such insurance carrier shall consent to such waiver only upon the payment of
an additional premium (and such additional premium is not paid by the other
party hereto), or (iii) such insurance carrier shall revoke a consent
previously given or shall cancel or threaten to cancel any policy previously
issued and then in force and effect, because of such waiver of subrogation,
then, in any of such events, the waiver of subrogation contained herein shall
thereupon be of no further force or effect as to the loss, damage or
destruction covered by such policy.  If, however, at any time thereafter, a
consent to such waiver of subrogation shall be obtained without an additional
premium from any existing or substitute insurance carrier, the waiver
hereinabove provided for shall again become effective.

(i)Tenant shall not keep, use, sell or offer for sale in or upon the Premises
any article which may be prohibited by any insurance policy periodically in
force covering the Premises, the Building or the Project.  Of any of
Landlord's insurance policies shall be canceled or cancellation shall be
threatened or the coverage thereunder reduced or threatened to be reduced in
any way because of the use of the Premises, or any part thereof, by Tenant or
any assignee, subtenant, licensee or invitee of Tenant, and if Tenant fails to
remedy the condition giving rise to such cancellation, threatened
cancellation, reduction of coverage, or threatened reduction of coverage,
within forty-eight (48) hours after notice thereof, Landlord may, at its
option, either terminate this Lease or enter upon the Premises and attempt to
remedy such condition, and Tenant shall promptly pay the cost thereof to
Landlord as additional Rent.  Landlord shall not be liable for any damage or
injury caused to any property of Tenant or of others located on the Premises
resulting from such entry.  If Landlord is unable, or elects not to remedy
such condition, then Landlord shall have all of the remedies provided for in
this Lease in the event of a default by Tenant.

(j)Tenant shall not do or permit to be done any act or things upon or about
the Premises of the Building, which will (i) result in the assertion of any
defense by the insurer to any claim under, (ii) invalidate, or (iii) be in
conflict with, the insurance policies of Landlord or Tenant covering the
Building, the Premises or fixtures and property therein, or which would
increase the rate of fire insurance applicable to the Building to an amount
higher than it otherwise would be; and Tenant shall neither do nor permit to
be done any act or thing upon or about the Premises or the Building which
shall or might subject Landlord to any liability or responsibility for injury
to any person or persons or to property, provided that nothing in this
Subparagraph 8(j) shall prevent Tenant's use of the Premises for the purposes
stated in Paragraph 6 hereof.

(k)If, as a result of any act or omission by or on the part of Tenant or
violation of this Lease, whether or not Landlord has consented to the same,
the rate of "All Risk" or other type of insurance maintained by Landlord on
the Building and fixtures and property therein, shall be increased to an
amount higher than it otherwise would be, Tenant shall reimburse Landlord for
all increases of Landlord's fire insurance premiums so caused, such
reimbursement to be Additional Rent payable within five (5) days after demand
therefor by Landlord.  If, due to abandonment of, or failure to occupy the
demised premises by Tenant, any such insurance shall be canceled by the
insurance carrier, then Tenant hereby indemnities Landlord against liability
which would have been covered by such insurance.  In any action or proceeding
wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for
the Building or the Premises issued by the body making fire insurance rates or
established by insurance carrier providing coverage for the Building or
demised premises shall be presumptive evidence of the facts stated therein,
including the items and charges taken into consideration in fixing the "All
Risk" insurance rate then applicable to the Building or the Premises.

9.FIRE OR CASUALTY

(a)Subject to the provisions of this Paragraph 9, in the event the Premises,
or access thereto, is wholly or partially destroyed by fire or other casualty,
Landlord shall (to the extent permitted by Law and covenants, conditions and
restrictions then applicable to the Project) rebuild, repair or restore the
Premises and access thereto to substantially the same condition as existing
immediately prior to such destruction, and this Lease shall continue in full
force and effect.  Notwithstanding the foregoing, (i) Landlord's obligation to
rebuild, repair or restore the Premises shall not apply to any personal
property, tenant improvements or other items installed or contained in the
Premises which are not Building Standard Installations, and (ii) Landlord
shall have no obligation whatsoever to rebuild, repair or restore the Premises
with respect to any damage or destruction occurring during the last twelve
(12) months of the term of this Lease or the Extended Term.

(b)Landlord may elect to terminate this Lease in any of the following cases of
damage or destruction to the Premises, the Building or the Project: (i) where
the cost of rebuilding, repairing and restoring the Building or the Project
(collectively, "Restoration"), would, regardless of the lack of damage to the
Premises or access thereto, in the opinion of Landlord, exceed twenty percent
(20%) of the then-replacement cost of the Building; (ii) where, in the case of
any damage or destruction to any portion of the Building or the Project by
uninsured casualty, the cost of Restoration of the Building or the destruction
to any portion of the Building or the Project by uninsured casualty, the cost
of Restoration of the Building or the Project, in the opinion of Landlord,
exceeds Five Hundred Thousand Dollars ($500,000.00); or (iii) where, in the
case of any damage or destruction to the Premises or access thereto by
uninsured casualty, the cost of Restoration of the Premises or access thereto,
in the opinion of Landlord, exceeds twenty percent (20%) of the replacement
cost of the Premises.  Any such termination shall be made by thirty (30) days'
prior written notice to Tenant given within sixty (60) days of the date of
such damage or destruction.  If this Lease is not terminated by Landlord and
as the result of any damage or destruction, the Premises, or a portion
thereof, are rendered untenantable, and the Basic Annual Rent shall abate
rateably during the period of Restoration (based upon the extent to which such
damage and Restoration materially interfere with Tenant's business in the
Premises) unless such damage or destruction shall have resulted from the fault
or neglect of Tenant, its agents, servants, contractors, representatives,
employees, licensees or invitees.  This Lease shall be considered an express
agreement governing any case of damage to or destruction of the Premises, the
Building or the Project.  Tenant hereby waives the provisions of California
Civil Code Sections 1932(2) and 1933(4) and the provisions of any successor or
other law of like import.

10.EMINENT DOMAIN

In the event the whole of the Premises, the Building or the Project shall be
taken under the power of eminent domain, or sold to prevent the exercise
thereof (collectively, a "Taking"), this Lease shall automatically terminate
as of the date of such Taking.  In the event of a Taking of such portion of
the Project, the Building or the Premises as shall, in the opinion of
Landlord, substantially interfere with Landlord's operation thereof, Landlord
may terminate this Lease upon thirty (30) days' written notice to tenant given
at any time within sixty (60) days following the date of such Taking.  For
purposes of this Lease, the date of Taking shall be the earlier of the date of
transfer of title resulting from such Taking or the date of transfer of
possession resulting from such Taking.  in the event that a portion of the
Premises is so taken and this Lease in not terminated, Landlord shall, with
reasonable diligence, proceed to restore (to the extent permitted by Law and
covenants, conditions and restrictions than applicable to the Project) the
Premises (other than Tenant's personal property and fixtures, and tenant
improvements not constituting Building Standard Installations) to a complete,
functioning unit.  In such case, the Basic Annual Rent shall be reduced
proportionately based on the portion of the Premises so taken.  If all or any
portion of the Premises is the subject of a temporary Taking, this Lease shall
remain in full force and effect, and Tenant shall continue to perform each of
its obligations under this Lease; in such case, Tenant shall be entitled to
receive the entire award allocable to the temporary Taking of the Premises.
Except as provided herein, Tenant shall not assert any claim against Landlord
or the condemning authority for, and hereby assigns to Landlord, any
compensation in connection with any such Taking, and Landlord shall be
entitled to receive the entire amount of any award therefor, without deduction
for any estate or interest of Tenant.  Nothing contained in this Paragraph 10
shall be deemed to give Landlord any interest in, or prevent Tenant from
seeking any award against the condemning authority for the Taking of personal
property or fixtures of Tenant or for relocation or business interruption
expenses recoverable by Tenant from the condemning authority.  This Paragraph
10 shall be Tenant's sole and exclusive remedy in the event of a Taking.  Each
party hereby waives the provisions of Sections 1265.130 and 1265.150 of the
California Code of Civil Procedure and the provisions of any successor or
other law of like import.

11.ASSIGNMENT AND SUBLETTING

(a)Tenant shall not directly or indirectly, voluntarily or involuntarily, by
operation of law or otherwise, assign, sublet, mortgage, hypothecate or
otherwise encumber all or any portion of its interest in this Lease or in the
Premises or grant any license in or suffer any person other than Tenant or its
employees to use or occupy the Premises, or any part thereof, without
obtaining the prior written consent of Landlord, which consent shall, subject
to Subparagraphs 11(d), (e), (f), and (g) below, not be unreasonably withheld.
Any such attempted assignment, subletting, license, mortgage, hypothecation,
other encumbrance or other use or occupancy without the consent of Landlord
shall be null and void and of no effect.  For purposes of application of
Subparagraphs 11(b), (c), (d), (e), (f) and (g) below, any mortgage,
hypothecation or encumbrance of all or any portion of Tenant's interest in
this Lease or in the Premises and any grant of a license or sufferance of any
person other than Tenant or its employees to use or occupy the Premise, or any
part thereof, shall be deemed to be an "assignment" of this Lease.  In
addition, as used in this Paragraph 11, the term "Tenant" shall also mean any
entity that has guaranteed Tenant's obligations under this Lease, and the
restrictions applicable to Tenant contained herein shall also be applicable to
such guarantor.

(b)No permitted assignment or subletting shall relieve Tenant of its
obligation to pay the Rent and to perform all of the other obligations to be
performed by Tenant hereunder.  The acceptance of Rent by Landlord from any
other person shall not be deemed to be a waiver by Landlord of any provision
of this Lease or to be a consent to any subletting or assignment.  Consent by
Landlord to one (1) subletting or assignment shall not be deemed to constitute
a consent to any other or subsequent attempted subletting or assignment.

(c)If Tenant desires at any time to assign this Lease or to sublet the
Premises, or any portion thereof, it shall first notify Landlord of its desire
to do so and shall submit in writing to Landlord (i) the name of the proposed
assignee or subtenant; (ii) the nature of the proposed assignee's or
subtenant's business to be carried on in the Premises; (iii) the terms and
provisions  of the proposed assignment or sublease, which shall be expressly
subject to the provisions of this Lease; (iv) in the case of a sublease, the
portion of the Premises proposed to be sublet; and (v) such financial and
other information as Landlord may reasonably request concerning the proposed
assignee or subtenant.

(d)At any time within thirty (30) days after Landlord's receipt of the
information specified in Subparagraph 11(c) above, Landlord may, by written
notice to Tenant, elect (i) to sublease from Tenant the Premises or the
portion thereof so proposed to be subleased by Tenant, or to take an
assignment of Tenant's leasehold estate hereunder, or such part thereof as
shall be specified in said notice, upon the same terms as those offered to the
proposed subtenant or assignee, as the case may be, except that the Rent
payable by Landlord in the case of a sublease to Landlord shall be the same
Rent per square foot as is payable by Tenant hereunder for the same period; or
(ii) to terminate this Lease as to the portion of the Premises so proposed to
be subleased or assigned (which may include all of the Premises), with a
proportionate abatement in the Rent payable hereunder.  In the case where
Landlord elects to sublease space, receive an assignment from Tenant or
terminate all or any portion of this Lease pursuant to this Subparagraph
11(d), Landlord may thereafter release the space affected to Tenant's proposed
assignee or subtenant, without liability to Tenant.  If Landlord does not
exercise any option set forth in this Subparagraph 11(d) within said thirty
(30) day period, Tenant may, within ninety (90) days thereafter, into a valid
assignment or sublease of the Premises, or portion thereof, upon the terms and
conditions set forth in the information furnished by Tenant to Landlord
pursuant to Subparagraph 11(c) above, subject, however, in each instance, to
(i) Landlord's consent under Subparagraph 11(a) above, and (ii) Landlord's
receipt of a fully executed counterpart of such assignment or sublease.  If
Landlord elects to exercise its option to sublet or receive an assignment from
Tenant (or terminate this Lease) as to any portion of the Premises, (i)
Landlord and its subtenants shall have the right to use in common with Tenant
all lavatories, corridors and lobbies within the Premises, the use of which is
reasonably required for the use of such sublet, assigned or terminated space,
and (ii) Tenant shall have no right of set off or right to assert a default
hereunder by reason of a default by Landlord under such sublease.

(e)Tenant acknowledges that it shall be reasonable for Landlord to withhold
its consent to a proposed assignment or sublease if (i) the use to be made of
the Premises by the proposed assignee or subtenant is (A) not generally
consistent with the character and nature of other tenants in the Building or
the Project or would result in a heavier burden (in comparison to that
resulting from tenant's use of such portion of the Premises) of the Building,
the project, the systems, the structures or the Common Areas thereof, (B) in
conflict with any "exclusive" or similar use or signage rights of another
Project tenant, or (C) prohibited by any provision of this Lease, including,
without limitation, the rules and regulations then in effect; (ii) the
character, moral stability, reputation or financial responsibility of the
proposed assignee or subtenant are not reasonably satisfactory to Landlord;
(iii) in the case of a proposed mortgage, hypothecation or other encumbrance
of Tenant's leasehold estate, (A) the proposed assignee or subtenant requests
relief from any provision of this Paragraph 11 or this Lease, including,
without limitation, those provisions requiring assumption of this Lease by
each assignee or subtenant and continuous occupancy of the Premises, (B) the
proposed mortgage, hypothecation or encumbrance is of less than the entire
leasehold estate, or (C) the proposed assignee or subtenant cannot reasonably
demonstrate to Landlord that such mortgage, hypothecation or encumbrance will
not impair or adversely affect any of Landlord's rights hereunder; (iv) in the
case of a sublease, (A) the portion of the Premises proposed to be sublet is
not a single, self-contained unit of space with access to restrooms and exits
in conformance with applicable Law or otherwise cannot be the subject of a
valid certificate of occupancy, or (B) the proposed transaction is a sublease
of a sublease hold interest; or (v) the proposed assignee or subtenant is an
existing tenant or subtenant in the Project.

(f)The voluntary or other surrender of this Lease by Tenant or a mutual
cancellation hereof shall not constitute a merger, and shall, at the option of
Landlord, either terminate all or any existing subleases or subtenancies or
shall operate as an assignment to Landlord of such subleases or subtenancies.
If Tenants a corporation which is not the issuer of any security registered
under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934,
or is an unincorporated association, trust or partnership in excess of twenty-
five percent (25%) in the aggregate during the term hereof of the total stock
or interest in such corporation, association, trust or partnership, the
transfer, assignment within the meaning of this Paragraph 11; provided,
however, that Landlord shall not withhold its consent and the provisions of
Subparagraphs (d) and (g) of this Paragraph 11 shall not apply to transactions
described in the foregoing sentence with a corporation (i) into or with which
Tenant is merged or consolidated, (ii) to which substantially all of Tenant's
assets are transferred, or (iii) that controls, is controlled by or is under
common control with Tenant so long as in each such case, (A) the successor of
Tenant has a net worth, calculated in accordance with generally-accepted
accounting principles (and evidenced by financial statements inform reasonably
satisfactory to Landlord) equal to the greater of the net worth of Tenant
immediately prior to such transaction or the net worth of the original Tenant
hereunder as of the date of this Lease, (B) all provisions of this Paragraph
11, other than Subparagraphs (d), (g) and the consent requirements of
Subparagraph (a), shall apply to such transactions, and (C) Tenant shall
present proof reasonably satisfactory to Landlord that the parties to the
transaction were not attempting to avoid the application of Subparagraphs (d)
and (g) of this Paragraph 11.  If Tenant consists of more than one (1) person,
a purported transfer, assignment, mortgage, hypothecation or other
encumbrance, voluntary, involuntary or by operation of law, by any one of the
persons executing this Lease of all or part of such person's interest to this
Lease shall be deemed an assignment within the meaning of this Paragraph 11.
Each assignee, sublessee, licensee, mortgagee or other transferee, other than
Landlord, shall assume in a writing satisfactory to Landlord, all obligations
of Tenant under this Lease and shall be jointly and severally liable for the
performance of all of the provisions hereof.  Notwithstanding the foregoing
and without prejudice to Landlord's right to require a written assumption from
each assignee, any person or entity to whom this Lease is assigned, including,
without limitation, assignees pursuant tot the provisions of the Bankruptcy
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code"), shall
automatically  be deemed to have assumed all obligations of Tenant arising under
this Lease.  Tenant agrees to reimburse Landlord for Landlord's reasonable
costs and attorney's fees incurred in connection with the processing,
investigation and documentation of any requested assignment or sublease subject
to this Paragraph 11.

(g)If Landlord shall give its consent to any assignment of this Lease or to
any sublease of all or any portion of the Premises, Tenant shall pay to
Landlord as Additional Rent hereunder:

(i)In the case of an assignment, and amount equal to all sums and other
consideration paid to the assignor Tenant by the same assignee for, or by
reason of, such assignment, bud deducting from such sums and consideration,
all brokerage commissions actually paid to independent brokers in connection
with such transaction and pay tenant improvement allowance granted to the
assignee to the extent actually devoted exclusively to the installation of
leasehold improvements in the Premises (such commissions and allowance being
referred to herein as "Transaction Inducements"); and

(ii)In the case of a sublease, all sums, rents, additional charges, key money
and other consideration payable under the sublease by the subtenant to Tenant
in excess of Rent accruing during the term of the sublease with respect to the
subleased portion of the Premises (at the rate per square foot of Rentable
Area payable by Tenant).  Tenant shall be entitled to deduct all Transaction
Inducements related to such sublease, provided the same are amortized over the
entire term of the sublease.

The obligation to make the payments described in this Subparagraph 11(g) shall
be a joint and several obligation of the Tenant and the assignee or subleasee,
as the case may be.  The amounts payable under Subparagraph 11(g)(i) shall be
paid to Landlord on the effective date of the assignment, as a condition of
the effectiveness of Landlord's consent.  The amounts payable under
Subparagraph 11(g)(ii) shall be paid to Landlord as and when payable by the
sublessee to Tenant.  Within fifteen (15) days after written request therefor
by Landlord, Tenant shall furnish evidence to Landlord of the Amount of
consideration received or expected to be received from such assignment or
sublease.

(h)Notwithstanding any provision of this Lease to the contrary, in the event
this Lease is assigned to any person or entity pursuant to the provisions of
the Bankruptcy Code, any and all monies or other consideration payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord
and shall not constitute the property of Tenant or Tenant's estate within the
meaning of the Bankruptcy Code.  All such money and other consideration not
paid or delivered to Landlord shall be held in trust for the benefit of
Landlord and shall be promptly paid or delivered to Landlord.

12.DEFAULT

(a)The occurrence of any of the following shall constitute a material default
and breach of this Lease by Tenant (a "Tenant Default"):

(i)Any failure by Tenant to pay any installment of Basic Annual Rent or to
make any other payment required to be made by Tenant hereunder when due, where
such failure continues for five (5) days after delivery of written notice of
such failure by Landlord to Tenant; provided, however, that any such notice
shall be in lieu of, and not in addition to, any notice required under Section
1161 et seq., of the California Code of Civil Procedure;

(ii)The abandonment or vacation of the Premises by Tenant;

(iii)Any failure by Tenant to execute and deliver any statement described in
Paragraph 16 requested by Landlord, where such failure continues for five (5)
days after delivery of written notice of such failure by Landlord to Tenant;
provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under Sections 1161 et seq., of the
California Code of Civil Procedure;

(iv)Any failure by Tenant to observe and perform any other provision of this
Lease, including, without limitation, any provision of the Exhibits attached
hereto, as they may exist from time to time, to be observed or performed by
Tenant, where such failure continues for thirty (30) days (except where a
different period of time is specified in this Lease, in which case, such
different time period shall apply) after delivery of written notice of such
failure by Landlord to Tenant; provided, however, that any such notice shall
be in lieu of, and not in addition to, any notice required under Sections 1161
et seq., of the California Code of Civil Procedures.  If the nature of such
default is such that the same cannot reasonably be cured within such thirty
(30) day period, Tenant shall not be deemed to be in default if Tenant shall,
within ten (10) days of receipt of such notice, both deliver to Landlord its
written agreement to cure such default and commence such cure, and thereafter
diligently prosecute such cure to completion;

(v)The making or furnishing by Tenant of any warranty, representation or
statement to Landlord in connection with this Lease, or any other agreement to
which Tenant and Landlord are parties, which is false or misleading in any
material respect when made or furnished;

(vi)Any transfer of a substantial portion of the assets of Tenant, or any
occurrence of a material obligation by Tenant, unless such transfer or
obligation is undertaken or incurred in the ordinary course of Tenant's
business or in good faith or fair equivalent consideration, or with Landlord's
consent;

(vii)Any instance whereby Tenant or any general partner of Tenant shall cease
doing business as a going concern, make an assignment for the benefit of
creditors, generally not pay its debts as they become due or admit in writing
its inability to pay its debts as they become due, file a petition commencing
a voluntary case under any chapter of the Bankruptcy Code, be adjudicated an
insolvent, file a petition seeking for itself any reorganization, composition,
readjustment, liquidation, dissolution or similar arrangement under the
Bankruptcy Code or any other present or future similar statute, law, rule or
regulation, or file an answer admitting the material allegations of a petition
filed against it in any such proceeding, consent to the filing of such a
petition or acquiesce in the appointment of a trustee, receiver, custodian or
other similar official for it or of all or any substantial part of its assets
or properties, or take any action looking to its dissolution or liquidation;

(viii)Any instance whereby a case, proceeding or other action shall be
instituted against Tenant or any general partner of Tenant seeking the entry
of an order for relief against Tenant or any general partner thereof as
debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or
insolvent, or seeking reorganization, arrangement, readjustment, liquidation,
dissolution or similar relief against Tenant or any general partner thereof
under the Bankruptcy Code or any other present or future similar statute, law,
rule or regulation, which case, proceeding or other action either results in
such entry, adjudication or issuance or entry of any other order or judgement
having a similar effect, or remains undismissed for sixty (60) days, or within
sixty (60) days after the appointment (without Tenant's or such general
partner's consent) of any trustee, receiver, custodian or other similar
official for it or such general partner, or for all or any substantial part of
its or such general partner's assets and properties, such appointment shall
not be vacated;

(ix)The appointment of a receiver, trustee or custodian to take possession of
all or any substantial portion of the assets of Tenant, or the formation of
any committee of Tenant's creditors, or any class thereof, for the purpose of
monitoring or investigating the financial affairs of Tenant or enforcing such
creditor's rights; or

(x)The default of any guarantor of Tenant's obligations hereunder under any
guaranty of this Lease, the attempted repudiation or revocation of any such
guaranty or the participation by any such guarantor in any other event
described in this Subparagraph 12(a) (as if this Subparagraph 12(a) referred
to such guarantor in place of Tenant).

(b)In the event of any such default by Tenant, then in addition to any other
remedies available to Landlord at law or in equity, Landlord shall have the
immediate option to terminate this Lease and all rights of tenant hereunder by
giving written notice of such termination.  In the event that Landlord shall
elect to so terminate this Lease, then Landlord may recover from Tenant:

(i)The worth at the time of award of any unpaid Rent which had been earned at
the time of such termination; plus

(ii)The worth at the time of award of the amount by which the unpaid Rent for
the balance of the term after the time of award exceeds the amount of such
ental loss that Tenant proves reasonable could be avoided;

(iii)The worth at the time of award of the amount by which the unpaid Rent
which would have been earned after termination until the time of award exceeds
the amount of such rental loss Tenant proves reasonably could have been
avoided;

(iv)Any other amount necessary to compensate Landlord for all detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course would be likely to result therefrom; and

(v)At Landlord's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable California Law.

(c)As used in Subparagraphs 12(b)(i) and 12(b)(ii) above, the "worth at the
time of award" is computed by allowing interest at the Default Rate specified
in Subparagraph 12(j) below.  As used in Subparagraph 12(b)(iii) above, the
"worth at the time of award" is computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of
award plus one percent (1%).

(d)In the event of any such default by Tenant, Landlord shall also have the
right, with or without terminating this Lease, to re-enter the Premises and
remove all persons and property from the premises; such property may be
removed and stored in a public warehouse or elsewhere at the cost and risk of
and for the account of Tenant.

(e)In the event of the vacation or abandonment of the premises by Tenant or in
the event that Landlord shall elect to re-enter as provided in Subparagraph
12(d) or shall take possession of the Premises pursuant to legal proceedings,
or pursuant to any notice provided by Law, then if Landlord does not elect to
terminate this Lease as provided in this Paragraph 12, Landlord may from time
to time, without terminating this Lease, either recover all rentals as they
become due or relet the Premises, or any part thereof, for such term or terms
and at such rental or rentals and upon such other terms and conditions as
Landlord, in its sole and absolute discretion, may deem advisable, with the
right to make alterations and repairs to the Premises.

(f)In the event that Landlord shall elect to relet, then rentals received by
Landlord from such reletting shall be applied: first, to the payments of any
indebtedness (other than Rent) due hereunder from Tenant to Landlord; second,
to the payment of any cost of such reletting (including brokerage
commissions); third, to the payment of the cost of any alterations and repairs
to the Premises; fourth, to the payment of Rent due and unpaid hereunder and
the residue, if any, shall be held by Landlord and applied in payment of
future Rent as the same may become due and payable hereunder.  Should
reletting, during any month to which such Rent is applied, result in the
actual payment of rentals at less than the Rent payable during that month by
Tenant hereunder, then Tenant shall pay such deficiency to Landlord
immediately upon demand therefor by Landlord.  Such deficiency shall be
calculated and paid monthly.  Tenant shall also pay to Landlord as soon as
ascertained, any costs and expenses incurred by Landlord in such reletting or
in making such alterations and repairs not covered by the rentals received
from such reletting.

(g)No re-entry or taking of possession of the Premises by Landlord pursuant to
this Paragraph 12 shall be construed as an election to terminate this Lease
unless a written notice of such election shall be given to Tenant or unless
the termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any reletting without termination by Landlord, Landlord, may
at any time after such reletting, elect to terminate this Lease for any such
default.  Upon the occurrence of a default by Tenant under Subparagraph 12(a),
if the Premises, or any portion thereof, are sublet, Landlord in addition and
without prejudice to any other remedies herein provided or provided by Law,
may, at its option, collect directly from the sublessee all rentals becoming
due to the Tenant and apply such rentals against other sums due hereunder to
Landlord.

(h)In addition and without prejudice to any other right or remedy of Landlord,
if Tenant shall be in default under this Lease, Landlord may cure the same at
the cost and expense of Tenant (i) immediately and without notice in the case
(A) of emergency, (B) where such default unreasonably interferes with any
other tenant in the Project, or (C) where such default will result in the
violation of Law or the cancellation of any insurance policy maintained by
Landlord, and (ii) in any other case if such default continues for ten (10)
days from the receipt by Tenant of notice of such default from Landlord.  All
costs incurred by Landlord in curing such default(s), including, without
limitation, attorneys' fees, shall be reimbursable by Tenant as additional
Rent hereunder upon demand, together with interest thereon, from the date such
costs were incurred by Landlord, at the rate specified in Subparagraph 12(i)
below.

(i)The performance by Landlord of any agreement, concession or grant for "free
rent," Rent abatement, a "credit fund" to be applied against Rent otherwise
payable hereunder or any grant or payment by Landlord to or for the benefit of
Tenant of any cash or other bonus, allowance or other payment or inducement or
any assumption of obligations by Landlord to or for the benefit of Tenant
given or granted to or for the benefit of Tenant as consideration for
execution and delivery of this Lease by Tenant (all such agreements,
concessions, grants, payments and assumptions are collectively referred to
herein as "Tenant Inducements") shall be continuously conditional upon
Tenant's full and complete performance of its obligations under this Lease, as
this Lease may be amended or extended.  Effective immediately upon the
occurrence of a Tenant Default (A) any provision of this Lease provision of
this Lease providing for performance of a Tenant Inducement shall be
automatically deemed terminated and of no further force or effect and (B) any
Tenant Inducement previously granted, issued, paid or given to or for the
benefit of Tenant shall be immediately due and payable by Tenant to Landlord
as Rent hereunder.

(j)Tenant acknowledges and agrees that any late payment by Tenant of Rent or
any other amount payable by Tenant hereunder will result in damage to
Landlord, the exact amount of which will be extremely difficult to ascertain.
Such damage includes, without limitation, administrative expenses, accounting
and processing costs and late charges which may be payable by Landlord on
mortgage financing or other obligations of Landlord relating to the property.
As a result, Landlord and Tenant agree that in the event Tenant is more than
ten (10) days late in paying any amount of Rent or any other payment due under
this Lease, then without the need for any further notice to Tenant, Tenant
shall pay Landlord a late charge equal to five percent (5%) of the delinquent
amount.  Landlord and Tenant agree that such late charge is a fair and
reasonable estimate of the damage Landlord will incur by reason of such
delinquent payment.  Following the occurrence of three (3) instances of
payment of Rent more than ten (10) days late in any twelve (12) month period,
Landlord may, without prejudice to any other rights or remedies available to
it, upon written notice to Tenant, (i) require that all remaining monthly
installments of Rent shall be payable three (3) months in advance; and in
addition or in the alternative at Landlord's election, (ii) require that
Tenant increase the amount of the Security Deposit (if any) by an amount equal
to one (1) month's Rent.  In addition, any amount due from Tenant to Landlord
hereunder which is not paid within thirty (30) days of the date due shall bear
interest at an annual rate (the "Default Rate") equal to four percent (4%) in
excess of the discount rate being charged by the Federal Reserve Bank of San
Francisco on advances to member banks pursuant to Sections 13 and 13(a) of the
Federal Reserve Act, as amended, as of the twenty-fifth (25th) day of the
month preceding the date hereof (or such lesser amount as shall be the maximum
rate then permitted by applicable use).  The payment of such interest by
Tenant shall not constitute a waiver of any default by Tenant hereunder.

(k)Tenant hereby waives for Tenant and for all those claiming under Tenant all
rights now or hereafter existing to redeem by order or judgement of any court
or by any legal process or writ, Tenant's right of occupancy of the Premises
after any termination of this Lease.  Notwithstanding any provision of this
Lease to the contrary, the expiration or termination of this Lease and/or the
termination of Tenant's rights to possession of the Premises shall not
discharge, relieve or release Tenant from any obligation or liability
whatsoever under any indemnity provision of this Lease, including, without
limitation, the provisions of Paragraphs 6 and 8 hereof.

13.ACCESS; CONSTRUCTION

Landlord reserves the right to use the roof and exterior walls of the Premises
and the area beneath, adjacent to and above the Premises, together with the
right to install, use, maintain, repair, replace and relocate equipment,
machinery, meters, pipes, ducts, plumbing, conduits and wiring through the
Premises, which serve other portions of the Building or the Project in a
manner and in locations which do not unreasonably interfere with Tenant's use
of the Premises.  In addition, Landlord shall have free access to any and all
mechanical installations of Landlord or Tenant, including, without limitation,
machine rooms, telephone rooms and electrical closets.  Tenant agrees that
there shall be no construction of partitions or other obstructions which
interfere with or which threaten to interfere with Landlord's free access
thereto, or interfere with the moving of Landlord's equipment to or from the
enclosures containing said installations.  Landlord reserves and shall at any
time and all times have the right to enter the Premises to inspect the same,
to supply janitorial service and any other service to be provided by Landlord
to Tenant hereunder, to exhibit the Premises to prospective purchasers,
lenders or tenants, to post notices of nonresponsibility, to alter, improve,
restore, rebuild or repair the Premises, or any other portion of the Building,
or to do any other act permitted or contemplated to be done by Landlord
hereunder, all without being deemed guilty of an eviction of Tenant and
without liability for abatement of Rent or otherwise.  For such purposes,
Landlord may also erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed.  Landlord
shall conduct all such inspections and/or any injury or inconvenience to or
interference with the business of Tenant.  Tenant hereby waives any claim for
damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned thereby.  For each of such purposes, Landlord shall at
all times have and retain a key with which to unlock all of the doors in, upon
and about the Premises (excluding Tenant's vaults and safes, access to which
shall be provided by Tenant upon Landlord's reasonable request).  Landlord
shall have the right to use any and all means which Landlord may deem proper
in an emergency in order to obtain entry to the Premises, or any portion
thereof.  Any entry into the Premises obtained by Landlord by any of such
means shall not under any circumstances be construed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant
from the Premises, or any portion thereof.  No provision of this Lease shall
be construed as obligating Landlord to perform any repairs, Alterations or
decorations to the Premises or the Project except as otherwise expressly
agreed to be performed by Landlord pursuant to the provisions of this Lease.

14.BANKRUPTCY

(a)If at any time on or before the Commencement Date there shall be filed by
or against Tenant in any court, tribunal, administrative agency or any other
forum having jurisdiction, pursuant to any applicable law, either of the
United States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver, trustee or conservator of
all or a portion of Tenant's property, or if Tenant makes an assignment for
the benefit of creditors, this Lease shall ipso facto be canceled and
terminated, and in such an event, neither Tenant nor any person claiming
through or under Tenant or by virtue of any applicable law or by an or der of
any court, tribunal, administrative agency or any other forum having
jurisdiction, shall be entitled to possession of the premises, and Landlord,
in addition to the other rights and remedies given by Paragraph 12 hereof or
by virtue of any other provision contained in this Lease or by virtue of any
applicable law, may retain as damages any Rent, Security Deposit or moneys
received by it from Tenant or others on behalf of Tenant.

(b)If, after the Commencement Date, or if at any time during the term of this
Lease, there shall be filed against Tenant in any court, tribunal,
administrative agency or any other forum having jurisdiction, pursuant to any
applicable law, either of the United States or of any state, a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a
receiver, trustee or conservator of all or a portion of Tenant's property, and
the same is not dismissed after sixty (60) calendar days, or if Tenant makes
an assignment for the benefit of creditors, this Lease, at the option of
Landlord exercised within a reasonable time after notice of the happening of
any one or more of such events, may be canceled and terminated, and in such
event, neither Tenant nor any person claiming through or under tenant or by
virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the Premises, but shall forthwith
quit and surrender the Premises, and Landlord, in addition to the other rights
and remedies granted by Paragraph 12 hereof or by virtue of any other
provision contained in this Lease or by virtue of any applicable law, may
retain as damages any Rent, Security Deposit or moneys received by it from
Tenant or others on behalf of Tenant.

(c)In the event of the occurrence of any of those events in this Paragraph 14,
if the Landlord shall not choose to exercise, or by applicable law shall not
be able to exercise, its rights hereunder to terminate this Lease upon the
occurrence of such events, then, in addition to any other rights of Landlord
hereunder or by virtue of applicable law, (i) Landlord shall not be obligated
to provide Tenant with any of the utilities or services specified in Paragraph
7, unless Landlord has received compensation required with respect to such
services shall control, and (ii) neither Tenant, as debtor-in-possession, nor
any trustee or other person (hereinafter collectively referred to as the
"Assuming Tenant") shall be entitled to assume this Lease unless on or before
the date of such assumption, the Assuming Tenant (A) cures, or provides
adequate assurance that the latter will promptly cure, any existing default
under this Lease, (B) compensates, or provides adequate assurance that the
Assuming Tenant will promptly compensate Landlord for any pecuniary loss
(including, without limitation, attorneys' fees and disbursements) resulting
from such default, and (C) provides adequate assurance of future performance
under this Lease, it being covenanted and agreed by the parties that, for such
purposes, any cure or compensation shall be effected by the establishment of
an escrow fund for the amount at issue or by bonding, and (ii) "adequate
assurance" of future performance shall be effected by the establishment of an
escrow fund for the amount at issue or by bonding.

15.SUBSTITUTION OF PREMISES

Subject to the conditions specified in this Paragraph 15, Landlord reserves
the right without Tenant's consent, on thirty (30) days' written notice to
Tenant, to substitute other premises within the Building for the Premises.  In
each such case, the substituted premises (a) shall contain at least the same
Rentable Area as the Premises, (b) shall contain comparable tenant
improvements, and (c) shall be made available to Tenant at the then-current
rental rate for such space, which in no event shall exceed the Rent specified
herein.  Landlord shall pay all reasonable moving expenses of Tenant
incidental to such substitution of premises.

16.SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES

(a)Tenant agrees that this Lease and the rights of Tenant hereunder shall be
subjected and subordinate to any and all deeds of trust, security interests,
mortgages, master leases, ground leases or other security documents and any
and all modifications, renewals, extensions, consolidations and replacements
thereof (collectively, "Security Documents") which now or hereafter constitute
a lien upon or affect the Project; the Building or the Premises.  Such
subordination shall be effective without the necessity of the execution by
Tenant of any additional document for the purpose of evidencing or effecting
such subordination.  In addition, Landlord shall have he right to subordinate
or cause to be subordinated any such Security Documents to this Lease, and in
such case, in the event of the termination or transfer of Landlord's estate or
interest in the Project by reason of any termination or foreclosure of any
such Security Documents, Tenant shall, notwithstanding such subordination,
attorn to and become the Tenant of the successor in interest to Landlord at
the option of such successor in interest.  Furthermore, Tenant shall within
five (5) days of demand therefor execute any instruments or other documents
which may be required by Landlord or the holder of any Security Document and
specifically shall execute, acknowledge and deliver within five (5) days of
demand therefor a subordination of lease or subordination of deed of trust, in
the form required by the holder of the Security Document requesting the
document; the failure to do so by Tenant within such time period shall be a
material default hereunder.  Landlord is hereby irrevocably appointed and
authorized as agent and attorney-in-fact of Tenant to execute and deliver all
such subordination instruments in the event that Tenant fails to execute and
deliver said instruments within five (5) days after notice from Landlord
requesting execution and delivery thereof.  Notwithstanding any provision of
this Lease to the contrary, the subordination of this Lease (and Tenant's duty
hereunder to execute any documents evidencing such subordination) shall be
subject to the holder of such Security Document agreeing pursuant to such
holder's standard form for such purpose or otherwise pursuant to any other
form in common use by institutional lenders) that Tenant's possession and this
Lease shall not be disturbed by such holder so long as no default hereunder
shall occur, and Tenant shall attorn to the record owner of the Project.

(b)If any proceeding is brought for default under any ground or master lease
to which this Lease is subject or in the event of foreclosure or the exercise
of the power of sale under any mortgage, deed of trust or other Security
Document made by Landlord covering the Premises, at the election of such
ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn
to and recognize the same as Landlord under this Lease, provided such
successor expressly agrees in writing to be bound to all future obligations by
the terms of this Lease, and if so requested, Tenant shall enter into a new
lease with that successor on the same terms and conditions as are contained in
this Lease (for the unexpired term of this Lease then remaining); provided,
however, in no case shall such ground lessor, master lessor or purchaser (i)
be liable or responsible for any acts or omissions of any predecessor owner or
with respect to events prior to its ownership, (ii) be subject to any offsets
or defenses Tenant may have against any predecessor (iii) be bound by
prepayment of more than one (1) month's rent.

(c)Tenant shall, upon not less than five (5) days' prior notice by Landlord,
execute, acknowledge and deliver to Landlord a statement in writing certifying
to those facts for which certification has been requested by Landlord or any
current or prospective purchaser, holder of any Security Document, ground
lessor or master lessor, including, but without limitation, that (i) this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications), (ii) the dates to which the Basic Annual Rent,
Rent and other charges hereunder have been paid, if any, and (iii) whether or
not to the best knowledge of Tenant, Landlord is in default in the performance
of any covenant, agreement or condition contained in this Lease and, if so,
specifying each such default of which Tenant may have knowledge.  The form of
the statement attached hereto as Exhibit "F" is hereby approved by Tenant for
use pursuant to this Subparagraph 16(c); however, at Landlord's option,
Landlord shall have the right to use other forms for such purpose.  Tenant's
failure to execute and deliver such statement within such time shall, at the
option of Landlord, constitute a material default under this Lease and, in any
event, shall be conclusive upon tenant that this Lease is in full force and
effect without modification except as may be represented by Landlord in any
such certificate prepared by Landlord and delivered to Tenant for execution.
In addition, Landlord is hereby irrevocable appointed and authorized as agent
and attorney-in-fact of Tenant to execute and deliver such statement in the
event that Tenant fails to execute and deliver such statement within five (5)
days after notice from Landlord requesting execution and delivery thereof.
Any statement delivered pursuant to this Paragraph 16 may be relied upon by
any prospective purchaser of the fee of the Building or the Project or any
mortgagee, ground lessor or other like encumbrancer thereof or any assignee of
any such encumbrance upon the Building or the Project.
(d)In addition, and not in lieu of the foregoing, as a condition of Landlord's
obligation to deliver the Premises to Tenant hereunder, on or before the date
that Tenant takes possession or commences use of the Premises for any business
purpose (including moving in), Tenant shall execute and deliver to Landlord a
certificate substantially in the form of Exhibit "G" attached hereto,
indicating thereon any exceptions thereto which Tenant claims to exist at that
time.

17.SALE BY LANDLORD; NONRECOURSE LIABILITY

(a)In the event of a sale or conveyance by Landlord of the Building or the
Project, Landlord shall be released from any and all liability under this
Lease.  If the Security Deposit has been made by Tenant prior to such sale or
conveyance, Landlord may transfer the Security Deposit to the purchaser, and
upon delivery to Tenant of notice thereof pursuant to the provisions of
Section 1950.7 of the California Civil Code, Landlord shall be discharged from
any further liability in reference thereto.

(b)Landlord and each of its officers, directors, Affiliates, shareholders and
constituent shareholders shall in no event or at any time be personally liable
for the payment or performance of any obligation required or permitted of the
Landlord under this Lease or under any document executed in connection
herewith.  In the event of any actual or alleged failure, breach or default by
Landlord under this Lease or any such document, the sole recourse of Tenant
shall be against the interest of Landlord in the Project.  No attachment,
execution, writ or other process shall be sought or obtained, and no judicial
proceeding shall be initiated by or on behalf of Tenant, against Landlord (or
any of Landlord's officers, directors, Affiliates or constituent partners or
shareholders) personally or Landlord's assets (other than Landlord's interest
in the Project) as a result of any such failure, breach or default.

(c)Landlord shall not be in default of any obligation or Landlord hereunder
unless and until it has failed to perform such obligation within thirty (30)
days after receipt of written notice of such failure from Tenant, provided,
however, that if the nature of Landlord's obligation is such that more than
thirty (30) days are required for its performance, Landlord shall not be in
default if Landlord commences to cure such default within the thirty (30) day
period and thereafter diligently prosecutes the same to completion.  Tenant's
sole remedy for breach of this Lease by Landlord shall be an action for
damages, injunction or specific performance; Tenant shall have no right to
terminate this Lease on account of any breach or default by Landlord.
Notwithstanding any provision of this Lease, all liability of Landlord under
this Lease or otherwise with respect to any acts or omissions of Landlord or
events which occur during the term of this Lease and which in any way relate
to Tenant's tenancy hereunder or occupancy of the Premises shall terminate two
(2) years following the expiration or sooner termination of this Lease other
than as to those claims, if any, asserted in reasonable detail in a writing
delivered by Tenant to Landlord prior to the expiration of such tow (2) year
period.

(d)As a condition to the effectiveness of any notice of default given by
Tenant to Landlord, Tenant shall also concurrently give such notice under the
provisions of Subparagraph 17(c) to each beneficiary under a deed of trust
encumbering the Project of whom Tenant has received written notice (such
notice to specify the address of the beneficiary).  In the event Landlord
shall fail to cure any breach or default within the time period specified in
Subparagraph 17(c), then prior to the pursuit of any remedy therefor by
Tenant, each such beneficiary shall have an additional thirty (30) days within
which to cure such default, or if such default cannot reasonable be cured
within such period, then each such beneficiary shall have such additional time
as shall be necessary to cure such default, provided that within such thirty
(30) day period, such beneficiary has commenced and is diligently pursuing the
remedies available to it which are necessary to cure such default (including,
without limitation, as appropriate, commencement of foreclosure proceedings).

18.PARKING; COMMON FACILITIES

(a)Tenant shall have the right to the nonexclusive use of the number of
parking spaces located in the parking facilities of the Project specified in
Item 13 of the Basic Lease Provisions for the parking of motor vehicles used
by Tenant, its officers and employees only.  Landlord reserves the right, at
any time upon written notice to Tenant, to change the location of Tenant's
parking spaces within the parking facility originally designated for such use,
if any, as determined by Landlord in its reasonable discretion.  The use of
such spaces shall be subject to the rules and regulations adopted by Landlord
from time to time for the use of such facilities.  Landlord further reserves
the right to make such changes to the parking system as Landlord may deem
necessary or reasonable from time to time (i.e., Landlord may provide for one
or a combination of parking systems, including, without limitation, self-
parking, single- or double-stall parking spaces, and valet assist parking).
Tenant shall pay such amounts as may be charges by Landlord to Tenant for such
right of use from time to time, regardless of the degree of use.  Tenant
agrees that Tenant, its officers and employees shall not be entitled to park
in any reserved or specially assigned areas designated by Landlord from time
to time in the Project's parking facilities.  Landlord may require execution
of an agreement with respect to the use of such parking facilities by Tenant
and/or its offices and employees in form satisfactory to Landlord as a
condition of any such use by Tenant, its officers and employees shall not be
entitled to park in any reserved or specially assigned areas designated by
Landlord from time to time in the Project's parking facilities.  Landlord may
require execution of an agreement with respect to the use of such parking
facilities by Tenant and/or its officers and employees in form satisfactory to
Landlord as a condition of any such use by Tenant hereunder.  Tenant shall not
permit or allow any vehicles that belong to or are controlled by Tenant or
Tenant's offices, employees, suppliers, shippers, customers or invitees to be
loaded, unloaded or parked in areas other than those designated by Landlord
for such activities.  If Tenant permits or allows any of the prohibited
activities described in this Paragraph 18, then Landlord shall have the right,
without notice, in addition to such other rights and remedies that it may
have, to remove or tow away the vehicle involved and charge the cost to
Tenant, which cost shall be immediately payable, upon demand by Landlord.

(b)Subject to Subparagraphs 18(a) and 18(c) hereof and the remaining
provisions of this Lease, Tenant shall have the nonexclusive right, in common
with others, to the use of the garage and such entrances, lobbies, restrooms,
elevators, ramps, drives, stairs, and similar access ways and service ways and
other common areas and facilities in and adjacent to the Building and the
Project as are designated from time to time by Landlord for the general
nonexclusive use of Landlord, Tenant and the other tenants of the Project and
their respective employees, agents, representatives, licensees and invitees
("Common Areas").  The use of such Common Areas shall be subject to the rules
and regulations contained herein and the provisions of any covenants,
conditions and restrictions affecting the Project.  Landlord reserves the
right to make such changes, alterations, additions, deletions, improvements,
repairs or replacements in or to the Building, the Project (including the
Premises) and the Common Areas as Landlord may deem necessary or desirable,
including, without limitation, constructing new buildings and making changes
in the location, size, shape and number of driveways, entrances, parking
spaces, parking areas, loading areas, landscaped areas and walkways; provided,
however, that there shall be no unreasonable permanent obstruction of access
to or use of the Premises resulting therefrom.  In the event that the Building
or the Project is not completed on the date of execution of this Lease,
Landlord shall have the sole judgement and discretion to determine the
architecture, design, appearance, construction, workmanship, materials and
equipment with respect to construction of the Building and the Project.
Notwithstanding any provision of this Lease to the contrary, the Common Areas
shall not in any event be deemed to be a portion of or included within the
Premises leased to Tenant, and the Premises shall not be deemed to be a
portion of the Common Areas.

(c)Landlord reserves the right (i) to change the configuration, size and
dimensions of the Project and its Common Areas, (ii) to add or sever from its
ownership any portion of the Project at any time, and (iii) to exclude from
the rights of use granted to Tenant any rights of passage over or use of any
portion of the Project.

19.MISCELLANEOUS

(a) Attorneys' Fees.  In the event of any legal action or proceeding brought
by either party against the other arising out of this Lease, the prevailing
party shall be entitled to recover reasonable attorneys' fees and costs
incurred in such action.  Such amounts shall be included in any judgement
rendered in any such action or proceeding.

(b)Waiver.  No waiver by Landlord of any provision of this Lease or of any
breach by Tenant hereunder shall be deemed to be a waiver of any other
provision hereof, or of any subsequent breach by Tenant.  Landlord's consent
to or approval of any act by Tenant requiring Landlord's consent or approval
under this Lease shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any subsequent act of Tenant.  No act or
thing done by Landlord or Landlord's agents during the term of this Lease
shall be deemed an acceptance of any Rent by Landlord following a breach of
this Lease by Tenant shall not constitute a waiver by Landlord of such breach
or any other breach unless such waiver is expressly stated in a writing signed
by Landlord.

(c)Notices.  All notices which Landlord or Tenant may require, or may desire,
to serve on the other must be in writing and may be served by personal
service, or as an alternative to personal service, by mailing the same by
registered or certified mail, postage prepaid, addressed as set forth in Item
14 of the Basic Lease Provisions, or addressed to such other address or
addresses as either Landlord or Tenant may from time to time designate to the
other in writing.  However, any notice (including a summons and complaint)
which Landlord may require or may desire to serve on Tenant shall be deemed
sufficiently served and given if personally served or sent by registered or
certified mail, postage prepaid, to Tenant at the Premises.  In addition, any
bill, statement, consent or other communication which Landlord may desire or
is required to give to Tenant shall be deemed sufficiently given or rendered
if in writing, hand delivered to the Premises or sent to Tenant at the
Premises by registered or certified mail, postage prepaid.

(d)Labor.  Tenant shall not at any time prior to or during the term hereof,
either directly or indirectly, use an contractors, labor or materials, the use
of which would create any difficulty with other contractors or labor engaged
by Tenant, Landlord or by others in the construction, maintenance or operation
of the Premises, the Building or the Project.

(e)Security.  Landlord shall be the sole determinant of the type and amount of
security services, if any, to be provided to the Project.  Presently, a card
key system provides after-hours (24 hour) entry to the Building and elevator
access to Tenant's floor.  In all events, Landlord shall not be liable to
Tenant, and Tenant hereby waives any claim against Landlord, for, and
expressly assumes the risk of (i) any unauthorized or criminal entry of third
parties into the Premises, the Building or the Project, (ii) any damage to
persons, or (iii) any loss of property in and about the Premises, the Building
or the Project, by or from any unauthorized or criminal acts of third parties,
regardless of any action, inaction, failure, breakdown, malfunction and/or
insufficiency of the security services provided by Landlord, or any actual or
alleged passive or active negligence of Landlord.

(f)Storage.  Storage is available at the perimeter of the Project on a "first-
come, first-served" basis.  Any use of the storage space shall be at Tenant's
sole risk.  Any storage space at any time demised to Tenant hereunder shall be
used exclusively for storage.  Notwithstanding any other provision of this
Lease to the contrary, (i) Landlord shall have no obligation to provide,
heating, cleaning, water or air-conditioning therefor, and (ii) Landlord shall
be obligated to provide such storage space only such electricity as will, in
Landlord's judgement, be adequate to light said space as storage space.  The
current rate charged by Landlord for the storage space is $.70 per square foot
per month.

(g)Holding Over.  Tenant shall have no right to holdover or retain possession
of any portion of the Premises after the expiration or sooner termination of
this Lease.  If Tenant holds over after the expiration or earlier termination
of the term hereof, with or without the express or implied consent of
Landlord.  Tenant shall be come and be only a month-to-month tenant at a Rent
equal to the greater of (i) the then-prevailing market rate as determined by
Landlord, in its sole and absolute discretion (subject to adjustments as
provided in Paragraphs 2 and 3 hereof and prorated on a daily basis), or (ii)
one hundred fifty percent (150%) of the Basic Annual Rent payable by Tenant
immediately prior to such expiration or termination, and otherwise upon the
terms, covenants and conditions herein specified, so far as applicable.
Neither any provision hereof nor acceptance by Landlord of Rent after such
expiration or earlier termination shall be deemed a consent to a holdover
hereunder or result in a renewal of this Lease or an extension of the term.
Notwithstanding any provision to the contrary contained herein, (i) Landlord
expressly reserves the right to require Tenant to surrender possession of the
Premises upon the expiration of the term of this Lease or upon the earlier
termination hereof, the right to reenter the Premises, and the right to assert
any remedy at law or in equity to evict Tenant and/or collect damages in
connection with any such holding over, and (ii) Tenant shall indemnify, defend
and hold Landlord harmless from and against any and all claims, demands,
actions, losses, damages, obligations, costs and expenses, including, without
limitation, attorneys' fees incurred or suffered by Landlord by reason of
Tenant's failure to surrender the Premises on the expiration or earlier
termination of this Lease in accordance with the provisions of this Lease.

(h)Condition of Premises.  Tenant acknowledges that neither Landlord nor any
agent o Landlord has made any representation or warranty with respect to the
Premises, the Building or the Project, or with respect to the suitability of
any part of the Premises by Tenant shall conclusively establish that the
Premises, the Building and the Project were at such time in good and sanitary
order, condition and repair and that he Tenant Work had been finally
completed, without defect and otherwise in accordance with the Tenant's Plans
(described in Work Letter).

(i)Quiet Possession.  Upon Tenant's paying the Rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the term hereof without hindrance or ejection
by any person lawfully claiming under Landlord, subject to the provisions of
this Lease and to the provisions of any (i) covenants, conditions and
restrictions, (ii) master lease, or (iii) deed of trust to which this Lease is
subordinate or may be subordinated.

(j)Matters of Record.  Except as otherwise provided herein, this Lease and
Tenant's rights hereunder are subject and subordinate to all matters affecting
Landlord's title to the Project recorded in the official records of Orange
County, California, prior to and subsequent to the date hereof, including,
without limitation, all covenants, conditions and restrictions and the
provisions of all loan documents relating to each loan secured by a mortgage
or deed of trust encumbering the Project.  Tenant agrees for itself and all
persons in possession or holding under it that it will comply with and not
violate any such covenants, conditions and restrictions affecting the
Premises, the Building or the Project, as long as such easements, rights,
dedications, maps, and covenants, conditions and restrictions do not
materially interfere with the use of the Premises by Tenant.  At Landlord's
request, Tenant shall join in the execution of any of the aforementioned
documents.

(k)Project Financing.  Tenant acknowledges that as a material inducement to
Landlord to execute this Lease, (i) Tenant shall timely acknowledge and
deliver to Landlord all such documents and instruments as may be customarily
those documents and instruments which may be required under Paragraph 16, and
(iii) if any prospective lender to Landlord shall request or require in
connection with the placement of any financing to Landlord or pursuant to the
provisions of any Security Document any modification of this Lease, Tenant
shall not delay or withhold its agreement to such proposed modification
provided in the same shall not modify the Basic Annual Rent payable hereunder
nor materially and adversely affect the obligations of Tenant hereunder.
Tenant shall be responsible for any and all liability, loss, cost, damage and
expense, including, without limitation, attorneys' fees, which Landlord shall
incur in connection with Tenant's failure or delay in executing, acknowledging
and delivering such documents and instrument or Tenant's breach of any other
covenant or agreement embodied in this Lease that results in the delay,
impairment or cancellation of such financing.

(l)Successors and Assigns.  Except as otherwise provided in this Lease, all of
the covenants, conditions and provisions of this Lease shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.  Tenant shall attorn
to each purchase, successor or assignee of Landlord.

(m)Brokers.  Tenant warrants that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Lease, excepting
only the broker named in Item 11 of the Basic Lease Provisions and that it
knows of no other real estate broker or agent who is or might be entitled to a
commission in connection with this Lease.  Landlord covenants and agrees to
pay all real estate commissions due in connection with this Lease to the
broker described in Item 11 of the Basic Lease Provisions.

(n)Name.  Tenant shall not, without the prior written consent of Landlord
(which shall not be unreasonably withheld), use the name, insignia or logotype
of the Building or the Project for any purpose, and in no event shall Tenant
acquire any rights in or to such names.  Tenant shall not use any picture of
the Building or of the Project in its advertising, stationery or in any other
manner.  Landlord expressly reserves the right at any time to change the name,
number, designation or logotype of the Building or the Project or the exterior
or interior signage thereon and therein without the consent of Tenant without
in any manner being liable to Tenant therefor.

(o)Examination of Lease, Confidentiality.  Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option of release, and it is not effective as a lease or otherwise until
execution by and delivery to both Landlord and Tenant.  Tenant agrees that (i)
the terms and provisions of this Lease are confidential and constitute
proprietary information of Landlord, and (ii) it shall not disclose, and it
shall cause its partners, officers, directors, shareholders, employees,
brokers and attorneys to not disclose any term or provision of this Lease to
any other person without first obtaining the prior written consent of
Landlord.

(p)Time.  Time is of the essence of this Lease and each and all of its
provisions.

(q)Defined Terms and Marginal Headings.  The words "Landlord" and "Tenant" as
used herein shall include the plural as well as the singular.  If more than
one (1) person is named as Tenant, the obligations of such persons are joint
and several.  The marginal headings and titles to the paragraphs of this Lease
are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.

(r)Conflict of Laws; Prior Agreements; Separability.  This Lease shall be
governed by and construed pursuant to the laws of the State of California.
This Lease contains all of the agreements of the parties hereto with respect
to any matter covered or mentioned in this Lease.  No prior agreement,
understanding or representation pertaining to any such matter 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.  The illegality, invalidity or
unenforceability of any provision of this Lease shall in no way impair or
invalidate any other provision of this Lease, and such remaining provisions
shall remain in full force and effect.

(s)Authority.  If Tenant is a corporation, each individual executing this
Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly
authorized and existing corporation, that Tenant has and is qualified to do
business in California, that the corporation has full right and authority to
enter into this Lease, and that each person signing on behalf of the
corporation is authorized to do so.  If Tenant is a partnership or trust, each
individual executing this Lease on behalf of Tenant hereby covenants and
warrants that he is duly authorized to execute and deliver this Lease on
behalf of Tenant in accordance with the terms of such entity's partnership or
trust agreement.  Tenant shall provide Landlord on demand with such evidence
of such authority as Landlord shall reasonably request, including, without
limitation, resolutions, certificates and opinions of counsel.

(t)Common Areas.  The rights of Tenant hereunder in and to the Common Areas
shall at all times be nonexclusive with the rights of Landlord and other
tenants of Landlord who use the same in common with Tenant, and it shall be
the duty of Tenant to keep all of the Common Areas free and clear of any
obstructions created or permitted by Tenant or resulting from Tenant's
operations, and to use the Common Areas only for normal activities, parking
and ingress and egress by Tenant and its employees, agents, representatives,
licensees and invitees to and from the Premises, the Building or the Project.
If, in the opinion of Landlord, unauthorized persons are using the Common
Areas by reason of the presence of Tenant in the Premises, Tenant, upon demand
of Landlord, shall correct such situation by appropriate action or proceedings
against all such unauthorized persons.  Nothing herein shall affect the rights
of Landlord at any time to remove any such unauthorized persons from said
areas or to prevent the use of any said areas by unauthorized persons.

(u)Joint and Several Liability.  If two (2) or more individuals, corporations,
partnerships or other business associations (or any combination of two (2) or
more thereof) shall sign this Lease ans Tenant, the liability of each such
individual, corporation, partnership or other business association to pay Rent
and perform all other obligations hereunder shall be deemed to be joint and
several, and all notices, payments and agreements given or made by, with or to
any one of such individuals, corporations, partnerships or other business
associations shall be deemed to have been given or made by, with or to all of
the.  In like manner, if Tenant shall be a partnership or other business
association, the members of which are, by virtue of statute or federal law,
subject to personal liability, then the liability of each such member shall be
joint and several.

(v)Rental Allocation.  For purposes of Section 467 of the Internal Revenue
Code of 1986, as amended from time to time, Landlord and Tenant hereby agree
to allocate all Rent to the period in which payment is due, or if later, the
period in which Rent is paid.

(w)Rules and Regulations.  Tenant agrees to comply with all rules and
regulations of the Building and the Project imposed by Landlord as set forth
on Exhibit "D" attached hereto, as the same may be changed from time to time
upon reasonable notice to Tenant.  Landlord shall not be liable to Tenant for
the failure of any other tenant or any of its assignees, subtenants, or their
respective agents, employees, representatives, invitees or licensees to
conform to such rules and regulations.

(x)Financial Statements.  Upon Landlord's written request, Tenant shall
promptly furnish Landlord, from time to time, with the next current audited
financial statements prepared in accordance with generally-accepted accounting
principles, certified by Tenant and an independent auditor to be true and
correct, reflecting Tenant's then-current financial condition.

(y)Landlord's Agent.  All rent and other payments, and any notices required
under this Lease to be given to Landlord, shall be paid or delivered, as the
case may be, to Landlord's Agent.  Landlord reserves the right, at any time
and from time to time, to change Landlord's Agent or to direct Tenant to pay
rent and other sums due hereunder and/or to deliver notices directly to
Landlord, which instruction shall become effective immediately upon delivery
to Tenant of a written notice thereof.

20.ADDENDA

The provisions of this Paragraph 20 shall supersede and override any other
provision of this Lease to the extent the same are inconsistent:

(a)Transportation Management.  Tenant shall fully comply with all present or
future programs intended to manage parking, transportation or traffic in and
around the Building, and in connection therewith, Tenant shall take
responsible action for the transportation planning and management of all
employees located at the Premises by working directly with Landlord, any
governmental transportation management organization or any other
transportation-related committees or entities.

(b)Non-smoking.  The building is a non-smoking building.  Tenant agrees to use
its commercially reasonable efforts to cooperate with Landlord in enforcing
non-smoking areas for Tenant's employees outside and away from the Building.




                 AMENDMENT NO. 1 TO OFFICE LEASE

     THIS AMENDMENT NO. 1 TO OFFICE LEASE ("Amendment") is made and entered
into on March, 1997, by and between NL-ORANGE, L.P., A California Limited
Partnership ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH
("Tenant").

                             RECITALS

     A. Landlord and Tenant are parties to that certain Office Lease, dated
October 28, 1996 ("hereafter referred to as the "Lease"), pursuant to which
Tenant leases from Landlord the premises commonly known as Suite 3400
(hereafter referred to as the "Original Premises"), consisting of
approximately 1,732 square feet of Rentable Area on the third floor in the
office building located at 770 The City Drive South, Orange, California 92868
(hereafter referred to as the "770 Building").

     B. Tenant desires to expand the Original Premises by the addition of
approximately 660 square feet of Rentable Area located contiguous to the
Original Premises (hereafter referred to as the "Expansion Premises"). For
purposes of this Amendment, the term "Premises" shall mean and include the
Original Premises and the Expansion Premises.

     C. The parties hereto desire to amend the Lease to include the Expansion
Premises and to extend the term, all upon the terms and subject to the
conditions set forth in this Amendment.

     D. All capitalized terms used in this Agreement which are defined in the
Lease shall have the same meaning herein as in the Lease.

                       TERMS AND CONDITIONS

     NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
     1. Expansion Premises. Landlord and Tenant hereby agree to add the
Expansion Premises to the Original Premises and to make it part of the Lease
upon the terms and subject to the conditions set forth in this Amendment. The
Commencement Date for the addition of the Expansion Premises is July 1, 1997.

<PAGE>

     2. Rentable Area. From and after July 1, 1997, the Rentable Area of the
Premises, subject to any adjustments required by the Lease or Exhibit A-4,
shall be 2,392 square feet.

     3. Tenant's Proportionate Share of Excess Operating Costs. From and after
the July 1, 1997, Tenant's Proportionate Share of Excess Operating Costs for
the Premises shall be .6439% (assuming that the Rentable Area of the Premises
is as set forth in Section 2 above).

     4. Basic Annual Rent: Monthly Installment. From and after July 1, 1997,
the Basic Annual Rent for the Expansion Premises shall be $11,404.80, (based
on $1.44 per square foot of Rentable Area), the monthly installment of the
Basic Annual Rent shall be $950.40, and the per them amount for a partial
lease month shall be $31.25.

     5. Term. The term of the Lease with respect to the Expansion Premises,
shall be coterminous with the term with respect to the Original Premises.

     6. Security Deposit. The amount of the Security Deposit originally
delivered by Tenant to Landlord with respect to its lease of Suite 4200 in the
770 Building was $4,507.08. The security deposit is to be increased to
$6,407.88 upon execution of this Amendment and increased to $6,819.68
effective August 1, 1997.

     7. Early Occupancy. As soon as the work to the Expansion Premises
described in Section 8 is completed, Landlord may make the Expansion Premises
available to Tenant for early occupancy; provided, however, that prior thereto
Tenant provides Landlord with an amended or updated certificate of insurance
evidencing that all required insurance coverages under the Lease are in place
with respect to the Expansion Premises. Tenant may occupy the Expansion
Premises from the date of early possession through June 30, 1997 on a rentfree
basis.

     8. Landlord's Obligations Regarding Expansion Premises. Landlord's sole
obligation to Tenant is to remove one wall as shown on Exhibit 1 attached
hereto and incorporated herein by this reference, and to install, repair or
replace the building standard carpet as Landlord determines in its sole and
absolute discretion. Except and only to the extent of the work described in
this Section 8, Landlord has not made any other commitments or promises to
Tenant which would obligate Landlord to pay or reimburse Tenant for any costs
associated with the Expansion Premises or the improvement thereof.

<PAGE>
                                  2

     9. No Other Changes. Except for the terms specifically set forth in this
Amendment, there are no other changes or modifications to the Lease and all
provisions of the Lease shall be applicable to the Expansion Premises, and the
Lease, as amended by this Amendment, shall remain in full force and effect.

     NOW, THEREFORE, the parties hereto have executed this Amendment on the
date first above mentioned.

NL-ORANGE, L.P., A CALIFORNIA
 LIMITED PARTNERSHIP

By: Nippon Landic (U.S.A.), Inc., a          /s/ Dennis Shen
    Delaware corporation, as                     -----------
    General Partner                              DENNIS SHEN, doing
                                                 business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto
        -------------------
        Mitsuhiko Hashimoto
        General Manager

<PAGE>

                            Exhibit 1

                        <Composite Drawing
                     Floor Three appear here>

                 AMENDMENT NO. 2 TO OFFICE LEASE

     THIS AMENDMENT NO. 2 TO OFFICE LEASE ("Amendment") is made and entered
into as of November 6, 1997, by and between NL-Orange, L.P., a California
Limited Partnership, by Nippon Landic (U.S.A.), Inc. a Delaware corporation,
as General Partner ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC
TECH ("Tenant").

                             RECITALS

     A. Landlord and Tenant are parties to that certain Office Lease, dated
October 28, 1996, as amended by Amendment No. 1 to Office Lease dated May 1,
1997 (collectively the "Lease") with respect to those certain premises
described in the Lease and more commonly known as Suite 3400 at 770 The City
Drive South, Orange, California ("Premises").

     WHEREAS, Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant that portion of the roof ("Roof') shown as diagonally lined on
the diagram attached as Exhibit "A" ("Antenna Area").

     NOW, THEREFORE, in consideration of the mutual promises hereinafter made
and for other good and valuable consideration, the receipt, sufficiency and
adequacy of which are acknowledged, the parties hereto, intending to be
legally bound, do hereby modify, amend and/or supplement the Lease as to the
provisions only as hereinafter stated, and only as to the Antenna Area as
described in this Amendment and Exhibit "A" attached hereto.

     1. Roof Rights. Tenant shall be granted the right to install one (1)
antenna in the Antenna Area at Tenant's expense and subject to appropriate
governmental approval and Landlord's reasonable approval. Prior to
installation of the antenna, Tenant shall submit to Landlord all plans,
specifications and drawings. Tenant shall be responsible for the installation,
maintenance and operation and liability of the antenna.

           a) Landlord agrees that during the Term (as defined in Section 3
below), Tenant may install, use and have maintained in the Antenna Area,
equipment ("Equipment") as specifically described in documentation delivered
by Tenant to Landlord in connection with the initial approval process. All of
Tenant's construction and installation work shall be performed at Tenant's
sole cost and expense and in good and work-manlike manner. Tenant shall have
and retain whatever title and rights to the Equipment as it has or claims to
have, exclusive of space in and structural portions of the buildings, which
belong to and shall be retained by Landlord. Landlord will

<PAGE> 1

cooperate with Tenant, at no cost to Landlord, regarding Tenant's access to
utilities and the connection of the utilities to the Equipment

            b) Landlord agrees that Tenant and/or its contractor may run
cables ("Cables") between the Antenna Area and Premises, only in locations
specifically approved by Landlord in writing, which approval shall not be
unreasonably delayed or withheld.

            c) The Equipment and Cables shall remain the property of Tenant or
its contractor during the Term. Tenant shall, at its sole cost and expense
within fourteen (14) days, remove or have removed such Equipment and Cables
upon the earlier of (1) the expiration or termination of this Agreement, or
(ii) the expiration of the Lease. To the extent reasonably possible, Tenant
shall restore Landlord's affected facilities to their original condition,
including repainting or touch-up, excepting ordinary wear and tear, and/or
damage or destruction due to fire or other casualty.

            d) Tenant shall bear all expense in connection with the
installation, use and maintenance of such Equipment and Cables, and shall be
solely responsible for all maintenance, repair and damage caused to the Roof
or roof membrane as a result of the installation or any access to the antenna.
Tenant shall indemnify, defend, protect and hold Landlord harmless from and
against liability, damages, costs and expenses, including reasonable
attorneys' fees incurred or suffered by Landlord directly caused by Tenant's
installation, use and maintenance of the Equipment and Cables, including
without limitation, injury and death to persons, damage to property and
interference with other tenants and licensee's rights who are sharing roof-top
facilities at the Project.

            e) Tenant shall maintain in force and effect during the Term,
comprehensive liability insurance protecting Landlord against any liability,
damages costs or expenses, in connection with the installation, use and
maintenance of the Equipment and Cables, and shall supply to Landlord, upon
Landlord's written request, the appropriate certificates of such insurance.

            f) Tenant and its contractors shall comply with all applicable
laws, regulations and building codes in connection with the installation, use
and maintenance of the Equipment and Cables.

      2. Tests and Construction. Tenant shall have the right at any time
following the full execution of this Amendment to enter upon the Project and
the Building for the purpose of making necessary engineering surveys,
inspections, radio tests and other reasonably necessary tests ("Tests")
Tenant's right to conduct tests shall be subject to Paragraph 6 of the
Amendment. Tenant shall coordinate with Landlord's building manager and/or
Landlord's security personnel for access to the Roof. Tenant shall not access
the Roof without Landlord's prior approval, except in the case of a general
emergency or disaster.

<PAGE>

Tenant shall also coordinate its construction schedule with Landlord to comply
with Landlord's Rule and Regulations.

     3. Term. The term of the Lease with respect to the Antenna Area shall
commence upon full execution of this Amendment and shall be coterminous with
the Lease (as extended or renewed) subject to earlier termination as provided
in Section 9 below. Tenant shall have no right to use the Antenna Area beyond
the expiration or termination of the Lease.

     4. Rent. Upon full execution of this Amendment, and on the first day of
each month thereafter during the Term, Tenant shall pay to Landlord as rent
for the Antenna Area, Two Hundred Fifty and 00/100 Dollars ($250.00) per month
("Rent").

     5. Access and Utilities. Landlord shall permit Tenant and/or its
contractors reasonable access to the Antenna Area and other areas so as to
facilitate the installation, use and maintenance of the Equipment and Cables,
and the removal of the Equipment and Cables, pursuant to the terms of the
Lease.

     Following installation of the Equipment and Cables, Tenant, Tenant's
employees, agents and subcontractors shall have access to the Antenna Area
twenty-four (24) hours a day, seven (7) days a week, at no charge and shall at
all times provide Landlord and/or Landlord's security personnel with proper
identification and authorization from Tenant. Tenant shall coordinate with
Landlord's building manager and/or Landlord's security personnel for access to
the Roof. Tenant shall not access the Roof without Landlord's prior
notification, except in the case of a general emergency or disaster.

     Tenant shall pay for the electricity it consumes in its operation of the
Equipment and Cables at the rate charged by the servicing utility company.
Landlord reserves the right to require Tenant to install a submeter to monitor
and verify utility usage. Tenant shall pay all taxes, surcharges and other
fees included as part of the electrical bill and which is allocable to
Tenant's usage.

     6. Interference. Tenant shall operate the Equipment in a manner that will
not cause interference to Landlord and other Tenants or licensees of the
Property, provided that their installations predate that of this Amendment. In
the event the equipment of any future user of the Roof causes interference to
Tenant's Equipment, Landlord shall require such user to cease such
transmission until such interference can be eliminated. All operations by
Tenant shall be in compliance with all Federal Communications Commission
("FCC") requirements.

     7. Taxes. If personal property taxes are assessed, Tenant shall pay any
portion of such taxes directly attributable to the Equipment and Cables.

<PAGE> 3

     8. Waiver of Landlord's Lien. Landlord waives any lien rights it may have
concerning the Equipment which are deemed Tenant's personal property and not
fixtures, and Tenant has the right to remove the same at any time without
Landlord's consent, provided Tenant complies with its obligations under
Section Inc) above.

     9. Termination. This Amendment may be terminated without further
liability on thirty (30) days prior written notice as follows: (i) by either
party upon a default of any covenant or term hereof by the other party, which
default is not cured within thirty (30) days of receipt of written notice of
default, provided that the grace period for any monetary default is ten (10)
days from receipt of notice; or (ii) by Tenant if it does not obtain or
maintain any license, permit or other approval necessary for the construction
and operation of Equipment and Cables.

     Tenant's obligation to remove the Equipment and to indemnify Landlord
shall survive termination.

     10. No Other Changes. Except as set forth in this Amendment, there are no
other changes or modifications to the Lease, and the Lease as so amended shall
remain in full force and effect.

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above mentioned.

NL-ORANGE, L.P., a California limited partnership

By: Nippon Landic (U.S.A.), Inc., a          /s/ Dennis Shen
    Delaware corporation, as                     -----------
    General Partner                              DENNIS SHEN, doing
                                                 business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto
        -------------------
        Mitsuhiko Hashimoto
        General Manager

<PAGE>

                            Exhibit A

                <Map of Antenna Area appears here>


                  AMENDMENT NO. 3 TO OFFICE LEASE

     THIS AMENDMENT NO. 3 TO OFFICE LEASE ("Amendment") is made and entered
into on November 12, 1998, by and between NL-ORANGE, L.P., A California
Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as GLOBAL
PAC TECH ("Tenant").

                             RECITALS

      A. Landlord and Tenant are parties to that certain Office Lease, dated
October 28, 1996 (hereafter referred to as the "Original Lease"), pursuant to
which Tenant leased from Landlord the premises commonly known as Suite 3400
(hereafter referred to as the "Original Premises"), consisting of
approximately 1,732 square feet of Rentable Area on the third floor in the
office building located at 770 The City Drive South, Orange, California 92868
(hereafter referred to as the "770 Building"). The Original Lease was amended
by that certain Amendment No. I to Office Lease, dated May 1, 1997 ("Amendment
No. 1"), pursuant to which, among other things, the Original Premises were
expanded by approximately 660 square feet of Rentable Area by the inclusion of
the Expansion Premises. The Original Lease was further amended by that certain
Amendment No. 2 to Office Lease, dated November 6, 1997, pursuant to which
among, other things, Tenant was granted certain rights to Install an antenna
on the rooftop of the 770 Building. The Original Lease, Amendment No. 1 and
Amendment No. 2 are hereafter collectively referred to as the "Lease."

     B. The parties hereto desire to amend the Lease to cancel Amendment No. 1
and to exclude the Expansion Premises, all upon the terms and subject to the
conditions set forth in this Amendment.

     C. All capitalized terms used in this Amendment which are defined in the
Lease shall have the same meaning herein as in the Lease.

                       TERMS AND CONDITIONS

     NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

    1 . Cancellation of Amendment No. 1. Subject to the terms and conditions
set forth in this Amendment, Amendment No. 1 is canceled effective as of
December 15, 1998 (the "Effective Date"). As of the Effective Date. and
assuming compliance with all of the

<PAGE>

terms and conditions set forth in this Amendment, the term Premises, as used
in the Lease. shall mean and refer to only the Original Premises. Amendment
No. 2 shall remain in full force and effect.

     2. Condition of Expansion Premises. On or before the Effective Date,
Tenant shall deliver and surrender the Expansion Premises to Landlord broom
clean, free of any damage except for reasonable wear and tear not in violation
of the Lease.

      3. Partial Refund of Security Deposit. Pursuant to the Lease, Tenant has
delivered to Landlord the sum of $6,819.68 as a Security Deposit. As a result
of the reduction in Rentable Area of the Premises, and the reduction in the
monthly installment of the Basic Annual Rent, Tenant is entitled to a partial
refund of the Security Deposit upon the terms and conditions set forth in this
Section 3. As soon after the Effective Date as Landlord is reasonably able to
confirm that Tenant has compiled with the conditions precedent to the
Cancellation of Amendment No. 1, the Security Deposit shall be reduced to
$4,918.88 and Landlord shall immediately thereafter refund to Tenant the sum
of $1,900.80, representing the difference between the amount of the Security
Deposit held by Landlord and the revised amount of the Security Deposit as
determined in this Section 3.

     4. Construction of Demising Wall. Landlord, at its sole cost and expense,
shall construct a demising wall between Suite 3400 and Suite 3550, as shown on
Exhibit A attached hereto and incorporated herein by this reference. The
purpose of the demising wall is to separate the Expansion Premises from the
Original Premises.

     5. Original Lease Terms. As of the Effective Date, and assuming
compliance with all of the terms and conditions set forth in this Amendment,
the Rentable Area, Tenant's Proportionate Share of Excess Operating Costs for
the Premises, the Basic Annual Rent and the monthly installment of the Basic
Annual Rent shall be as set forth in the Original Lease, as if Amendment No. I
had never been enacted; provided. however, Tenant shall also remain liable to
pay the additional Rent specified in Amendment No. 2.

     6. Conditions Precedent. In addition to any other terms or conditions set
forth in this Amendment, Landlord's obligations hereunder are conditioned upon
Tenant's compliance with all terms of the Lease up to and including the
Effective Date, and Tenant is and shall remain obligated to pay the Basic
Annual Rent and Tenant's Proportionate Share of Excess Operating Costs with
respect to the Expansion Premises through the Effective Date.

     7. No Other Changes Except for the terms specifically set forth in this
Amendment, there are no other changes or modifications to the Lease and all
provisions of the Lease, as amended by this Amendment, shall remain in full
force and effect.
<PAGE>  2

      NOW, THEREFORE, the parties hereto have executed this Amendment on the
date first above mentioned.

NL-ORANGE, L.P., A CALIFORNIA
 LIMITED PARTNERSHIP

By: Nippon Landic (U.S.A.), Inc., a          /s/ Dennis Shen
    Delaware corporation, as                     -----------
    General Partner                              DENNIS SHEN, doing
                                                 business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto
        -------------------
        Mitsuhiko Hashimoto
        General Manager

<PAGE>
                            Exhibit A

                 <Composite Drawing appears here>

            RELOCATION AND LEASE TERMINATION AGREEMENT

     THIS RELOCATION AND LEASE TERMINATION  AGREEMENT("Agreement") is made and
entered into as of October 28, 1996, by and between NL-ORANGE, L.P., a
California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business
as Global Pac Tech ("Tenant").

                             RECITALS

     A. Landlord and Tenant are parties to that certain Office Lease, dated
July 15, 1996 (hereafter referred to as the "Original Lease"), pursuant to
which Tenant leases from Landlord the premises commonly known as Suite 2200
(hereafter referred to as the "Original Premises"), consisting of
approximately 1,587 square feet of Rentable Area on the second floor in the
office building located at 770 The City Drive South, Orange. California 92868
(hereafter referred to as the "770 Building").

     B. Landlord and Tenant have agreed to relocate Tenant from the Original
Premise into Suite 3400 (hereafter referred to as the "New Premises"),
consisting of approximately 1,732 square feet of Rentable Area on the third
floor in the 770 Building and, in connection with the relocation, Landlord and
Tenant have mutually agreed to terminate the Original Lease and to enter into
a new Office Lease (hereafter referred to as the "New Lease") upon the terms
and subject to the conditions set forth in this Agreement.

     C. All capitalized terms used in this Agreement will have the same
meaning as defined in the Original Lease unless the context specifically
requires other-wise.

                       TERMS AND CONDITIONS

     NOW, THEREFORE, for good and sufficient consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     1. Agreement to Relocate. Tenant hereby agrees to relocate from the
Original Premises to the New Premises. The Target Commencement Date for the
New Lease is December 1, 1996. Tenant agrees to completely vacate the Original
Premises, including removal of all of its furniture, furnishings, equipment
and personal property, no later than three (3) days following written notice
from Landlord that the New Premises is substantially completed, subject only
to minor punch list items.

<PAGE>

     2. Agreement to Execute New Lease. Concurrently with the execution of
this Agreement, and as a material inducement to each other party to sign this
Agreement, Landlord and Tenant shall execute the New Lease with respect to the
lease by Landlord to Tenant of the New Premises. The Security Deposit
delivered by Tenant to Landlord pursuant to the Original Lease shall be
transferred over and held by Landlord as the Security Deposit under the New
Lease.

     3. Termination of Original Lease. Effective as of the Commencement Date
of the New Lease, the Original Lease shall terminate. The Original Lease shall
remain in full force and effect up to the termination of the Original Lease,
all obligations of Landlord and Tenant thereunder shall remain in full force
and effect until such termination

     4. Moving and Relocation Costs. Landlord agrees to improve and construct
the Tenant Improvements for the New Premises in accordance with the terms of
the Work Letter Agreement attached as Exhibit B to the New Lease. Except and
only to the extent of Landlord's obligation in the Work Letter Agreement,
Landlord has not made any other commitments or promises to Tenant which would
obligate Landlord to pay or reimburse Tenant for any costs of Tenant's move
from the Original Premises and relocation into the New Premises.

     5. Entire Agreement; Amendment. This Agreement, and the documents
referred to herein, contain the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any prior or
contemporaneous written or verbal agreement. This Agreement may only be
amended or supplemented by a written document signed by both of the parties
hereto.

     IN WITNESS WHEREOF, this Agreement has been executed by the parties as of
the date first above mentioned.
NL-ORANGE, a California Limited
 Partnership

By: Nippon Landic (U.S.A.), Inc.,        /S/ D. Shen
    General Partner                          --------
                                             DENNIS SHEN, doing business as
                                             GLOBAL PAC TECH
By /s/ Mitsuhiko Hashimoto
       -------------------
       Mitsuhiko Hashimoto
       General Manager