<PAGE>

                                                                   EXHIBIT 10.16

                                  OFFICE LEASE

                                 BY AND BETWEEN

                              LUKE PROPERTIES, LLC,
                       A NEVADA LIMITED LIABILITY COMPANY

                                       AND

                               VESTIN GROUP, INC.,
                             A DELAWARE CORPORATION

                              DATED: MARCH 31, 2003

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1. .........................................................LEASE OF PREMISES  1
        1.1 ............................................................LEASE  1
        1.2 .........................................MODIFICATION OF PREMISES  1

2. ...................................................................PURPOSE  1
        2.1 ..............................................................USE  1
        2.2 ...............................................LIMITATION ON USES  1
        2.3 ..........................................COMPLIANCE WITH PERMITS  2

3. ......................................................................TERM  2
        3.1 ................................................COMMENCEMENT DATE  2
        3.2 .....................................................CONSTRUCTION  2
        3.3 ...........................................ACCEPTANCE OF PREMISES  2

4. ................................................................BASIC RENT  3
        4.1 ...............................................INITIAL BASIC RENT  3
        4.2 .........................................COST OF LIVING INCREASES  3
        4.3 ...................................................PARTIAL MONTHS  4
        4.4 ........................................................NO OFFSET  4
        4.5 .................................................SECURITY DEPOSIT  4

5. ..........................................................RENT ADJUSTMENTS  4
        5.1 .....PAYMENT OF EXCESS OPERATING EXPENSES AND REAL PROPERTY TAXES  4
        5.2 ...............................................OPERATING EXPENSES  4
        5.3 ..........................................BASE OPERATING EXPENSES  5

6. ........................................................PARKING FACILITIES  6

7. .................................................................UTILITIES  6
        7.1 ..................................................UTILITY CHARGES  6
        7.2 ......................................................MAINTENANCE  6

8. ...............................................................ALTERATIONS  6
        8.1 .......................................RESTRICTION ON ALTERATIONS  6
        8.2 .........REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS  7

9. ...................................................MAINTENANCE AND REPAIRS  8
        9.1 .............................................TENANT'S OBLIGATIONS  8
        9.2 ...........................................LANDLORD'S OBLIGATIONS  8

10. ........................................TAX ON TENANT'S PERSONAL PROPERTY  8
</TABLE>

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<TABLE>
<S>                                                                           <C>
        10.1 .......................................PERSONAL PROPERTY TAXES    8
        10.2 ............................EXCLUSION FROM REAL PROPERTY TAXES    8

11. .......................................INSURANCE; WAIVER OF SUBROGATION    8
        11.1 ...........................................LIABILITY INSURANCE    9
        11.2 ............................................PROPERTY INSURANCE    9
        11.3 ...........................................POLICY REQUIREMENTS    9
        11.4 .........................................WAIVER OF SUBROGATION   10
        11.5 ...................................BUSINESS OVERHEAD INSURANCE   10

12. .......................................................FIRE OR CASUALTY   10
        12.1 ............................................DAMAGE TO PREMISES   10
        12.2 ............................................DAMAGE TO BUILDING   11
        12.3 ........................................ABATEMENT; TERMINATION   11
        12.4 ...................................................LIMITATIONS   11

13 ..........................................................EMINENT DOMAIN   11
        13.1 ........................................................TAKING   11
        13.2 ..............................................TEMPORARY TAKING   12

14. ..............................................ASSIGNMENT AND SUBLETTING   12
        14.1 ...........................................GENERAL PROHIBITION   12
        14.2 ..........................NOTICE OF INTENT TO ASSIGN OR SUBLET   13
        14.3 ............................NO RELEASE OF TENANT'S OBLIGATIONS   13
        14.4 ........................................TRANSFER IS ASSIGNMENT   13
        14.5 .....................................ASSUMPTION OF OBLIGATIONS   13

15. .............................................LANDLORD'S RESERVED RIGHTS   14
        15.1 ................................................RIGHT OF ENTRY   14
        15.2 .....................................BUILDING AND COMMON AREAS   14
        15.3 ..........................................................NAME   14

16. ............................INDEMNIFICATION AND LIMITATION ON LIABILITY   15
        16.1 ...........................................INDEMNITY BY TENANT   15
        16.2 ............................LIMITATION ON LANDLORD'S LIABILITY   15

17. .......................................................SALE BY LANDLORD   15

18. ..........................................................SUBORDINATION   15
        18.1 .................................................SUBORDINATION   16
        18.2 ....................................................ATTORNMENT   16
        18.3 ............................................NOTICE FROM TENANT   16
</TABLE>

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<TABLE>
<S>                                                                           <C>
19. ..............................................ESTOPPEL CERTIFICATES       16

20. ......................SURRENDER OF PREMISES AND REMOVAL OF PROPERTY       16
        20.1 .................................................NO MERGER       16
        20.2 .....................................SURRENDER OF PREMISES       17
        20.3 ......................................DISPOSAL OF PROPERTY       17
        20.4 .................................FIXTURES AND IMPROVEMENTS       17
        20.5 ..............................NOTICE OF EXPIRATION OF TERM       17

21. .......................................................HOLDING OVER       17

22. ..............................................DEFAULTS AND REMEDIES       18
        22.1 ........................................DEFAULTS BY TENANT       18
        22.2 .......................................LANDLORD'S REMEDIES       19
        22.3 ..................................RE-ENTRY NOT TERMINATION       20
        22.4 ......................................DEFINITION OF TENANT       20

23. .........................................................BANKRUPTCY       21

24. .....................INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES       21
        24.1 ..................................................INTEREST       21
        24.2 ...............................................LATE CHARGE       21

25. ....................................................QUIET ENJOYMENT       21

26. ...............................................EXAMINATION OF LEASE       22

27. ............................................................BROKERS       22

28. ..............................................RULES AND REGULATIONS       22

29. ............................................................SIGNAGE       22

30. .................................................GENERAL PROVISIONS       22
        30.1 .................................................NO WAIVER       22
        30.2 ...............................LANDLORD'S RIGHT TO PERFORM       22
        30.3 ...........................................TERMS; HEADINGS       23
        30.4 ..........................................ENTIRE AGREEMENT       23
        30.5 ....................................SUCCESSORS AND ASSIGNS       23
        30.6 ...................................................NOTICES       23
        30.7 ..............................................SEVERABILITY       24
        30.8 ...........................................TIME OF ESSENCE       24
        30.9 .............................................GOVERNING LAW       24
</TABLE>

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<TABLE>
<S>                                                                           <C>
        30 10 .............................................ATTORNEYS' FEES    24
        30.11 ...............................................FORCE MAJEURE    24
</TABLE>

                                       iv

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                                  LEASE SUMMARY

      This lease summary is attached to the within lease for convenience of
reference only and shall in no way be considered a part of said lease or used in
the interpretation of any of the provisions contained therein.

DATE:                      March 31, 2003

LANDLORD:                  Luke Properties, LLC, a Nevada limited liability
                           company

TENANT:                    Vestin Group, Inc., a Delaware corporation

PREMISES:                  Exhibit "A"

SIZE OF PREMISES:          Approximately Forty Thousand Nine Hundred Forty
                           (40,940) square feet.

TERM:                      Ten (10) years with two (2) five (5) year option

COMMENCEMENT OF            The earlier of forty-five (45) days after the
RENT                       completion of construction of the Building or the
                           date Tenant commences business at the Premises.

BASIC RENT:                $1.75 per square foot per month for a total of
                           $859,740.00 per annum increasing annually in an
                           amount equal to four percent (4%) per annum on the
                           yearly anniversary date of the Commencement Date.
                           This is a triple net lease and Tenant shall be
                           responsible for its share of all expenses associated
                           with the Building.

SECURITY DEPOSIT:          $71,645

LANDLORD'S ADDRESS:        ________________________
                           Las Vegas, Nevada_______

TENANT'S ADDRESS:          ________________________
                           ________________________
                           Las Vegas, Nevada_______

                                        v

<PAGE>

                                  OFFICE LEASE

         THIS LEASE is made and entered into as of this 31 day of March, 2003,
by and between Luke Properties, LLC, a Nevada limited liability company (the
"LANDLORD") and Vestin Group, Inc., a Delaware corporation (the "TENANT").

         1. LEASE OF PREMISES.

                  1.1 LEASE. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, those certain premises (the "PREMISES") shown on the
drawings attached hereto as Exhibit "A," and commonly described
as_______________, Las Vegas, Nevada___________, consisting of approximately
forty thousand nine hundred forty (40,940) square feet which is one hundred
percent (100%) of the entire building (the "BUILDING").

                  1.2 MODIFICATION OF PREMISES. Landlord shall have the sole
judgment and discretion to determine the architecture, design, appearance,
construction, workmanship, materials and equipment with respect to the
construction of the Building; provided, however, Landlord shall not materially
alter the areas, floor elevations and other characteristics of the Premises as
shown on Exhibit "A" without the express consent of Tenant, which consent shall
not be unreasonably withheld or delayed.

         2. PURPOSE.

                  2.1 USE. The Premises shall be used only for professional
services businesses including but not limited to mortgage services, accounting
offices and legal services (the "Use") and businesses related thereto and for no
other purpose without the prior written consent of Landlord.

                  2.2 LIMITATION ON USES. Tenant shall not use or occupy the
Premises, or permit the use or occupancy of the Premises, in any manner or for
any purpose which: (a) would violate any law or regulation of any governmental
authority, or the provisions of any applicable governmental permit or recorded
document; (b) would adversely affect or render more expensive any fire or other
insurance maintained by Landlord for the Building or any of its contents;(c)
might impair or interfere with any of the services and systems of the Building,
including without limitation, the Building's electrical, mechanical, fire and
life safety, structural, plumbing, heating, ventilation and air conditioning
systems (collectively, the "BUILDING SYSTEMS") or the janitorial, security and
building maintenance services (collectively, the "SERVICE FACILITIES"); (d)
would injure or annoy, or obstruct or interfere with the rights of, other
tenants, if any, or occupants of the Building or impair the appearance of the
Building or be prejudicial to the business or reputation of Landlord; or (e) is
not compatible with the existing use of the Building. Further, Tenant's business
machines and mechanical equipment which cause vibration or noise that may be
transmitted to the Building structure or beyond the Premises shall be installed,
maintained and used by Tenant so as to eliminate such vibration or noise. Tenant
shall reimburse Landlord for any cost incurred by Landlord in enforcing the
provisions of this Article 2 or as a result of Tenant's breach hereof
(including, without limitation, any increase in insurance premiums resulting
from Tenant's use).

         COMPLIANCE WITH PERMITS. Tenant shall procure and maintain any license
or permit

                                       vi

<PAGE>

required for the lawful conduct of its business or other activity on the
Premises, submit such license or permit for inspection by Landlord if so
requested, and comply at all times with all terms and conditions thereof. The
lease of the Premises shall be subject to all statutes, laws, ordinances and
regulations applicable from time to time to the use, occupancy or possession of
the Premises.

         3. TERM.

                  3.1 COMMENCEMENT DATE. The term of this Lease shall commence
on the date this Lease is executed (the "Commencement Date") and shall end ten
(10) years from the date the payment of rent commences as set forth in Section
4.1 of this Lease, unless sooner terminated pursuant hereto (the "TERM").
Promptly following the Commencement Date, Landlord and Tenant shall confirm the
Commencement Date and the expiration date by executing and delivering a
Memorandum of Commencement Date ("MEMORANDUM") in the form attached hereto as
Exhibit "B." This Lease shall not be void, voidable or subject to termination,
nor shall Landlord be liable to Tenant for any loss or damage, resulting from
Landlord's inability to deliver the Premises to Tenant on the date specified in
Landlord's notice given pursuant to Section 3.2, but no rent hereunder shall be
payable hereunder with respect to any delay in delivery of the Premises which is
caused solely by Landlord. Provided Tenant has not been in default during the
Term of the Lease, Landlord hereby grants Tenant the right to renew the Lease
for one (1) additional five (5) year period, at the greater of the then current
Basic Rent increased in accordance with this Lease or at the then current fair
market lease rental rate for the Building as determined by the Landlord. In
order to exercise its renewal option, Tenant shall give Landlord a minimum of
six (6) months written notice prior to the end of the Term of its intention to
renew this Lease.

                  3.2 ACCEPTANCE OF PREMISES. By entering into possession of the
Premises or any part thereof and except for such matters as Tenant shall specify
to Landlord in writing within ten (10) days thereafter, Tenant shall be
conclusively deemed to have accepted the Premises and to have agreed that
Landlord has performed all of its obligations hereunder with respect to the
Premises and that the Premises are in satisfactory condition and in full
compliance with the requirements of this Lease as of the date of such
possession. Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty, except as otherwise expressly provided
in this Lease, with respect to the Premises or the Building, including without
limitation, any representation or warranty with respect to the suitability or
fitness of the Premises or the Building for the conduct of Tenant's business.

         4. BASIC RENT.

         The basic annual rent payable to Landlord ("BASIC RENT") shall be as
set forth in this Article 4.

                  4.1 INITIAL BASIC RENT. For the period beginning on the date
which is the earlier of (a) Forty-five (45) days after Landlord completes
construction of the Building or (b) the date upon which Tenant opens for
business in the Premises, Tenant shall pay Landlord an initial Basic Rent for
the Premises of Eight Hundred Fifty-Nine Thousand Seven Hundred Forty Dollars
($859,740.00) per annum. Such initial Basic Rent shall be payable in equal
monthly installments of Seventy One Thousand Six Hundred Forty-Five Dollars
($71,645.00). Rent shall be further adjusted as provided for in Section 4.2 of
this Lease. Each installment of rent shall be payable in advance, without set
off or demand, on the first day of each calendar month beginning on the
Commencement Date and continuing until Basic Rent is adjusted pursuant to
Section 4.2, except

<PAGE>

that one month's rent shall be paid upon the execution hereof and shall be
applied by Landlord (without interest) to the first payment(s) of Basic Rent due
under this Section 4.1.

                  4.2 BASIC RENT INCREASES.

                  4.3      a. The Basic Rent shall be increased on each annual
anniversary of the Commencement Date (each an "ADJUSTMENT DATE"). Basic Rent
hereunder shall be increased by four percent (4%) per annum of the Basic Rent
payable during the immediately preceding calendar year. Landlord shall notify
Tenant of each increase by delivering a written statement setting forth the
Indices, and the new amount of the Basic Rent. Tenant shall pay the new Basic
Rent from its effective date until the next periodic increase.

                  4.4 PARTIAL MONTHS. If the Term begins on a day other than the
first day of a calendar month, or ends on a day other than the last day of a
calendar month, Basic Rent for such beginning or ending month shall be prorated
based upon the number of days in such month occurring during, or before or
after, the Term.

                  4.5 NO OFFSET. Basic Rent, together with all other sums due
hereunder (herein called "ADDITIONAL RENT"), shall be paid to the Landlord
without deduction or offset of any kind, and in advance and without demand
(except as otherwise herein expressly provided) in lawful money of the United
States at Landlord's address listed above or such other location or to such
other person as Landlord may from time to time designate in writing. The Basic
Rent and Additional Rent may sometimes be referred to herein collectively as the
"RENT."

                  4.6 SECURITY DEPOSIT. Tenant has paid or will pay Landlord the
amount of Seventy One Thousand Six Hundred Forty-Five Dollars ($71,645.00) as
security for the full and faithful performance of each of the terms hereof by
Tenant. Landlord shall not be required to keep this 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 but not
limited to the provisions relating to the payment of rent, Landlord may, but
shall not be required to, use, apply or retain all or any part of this security
deposit for the payment of any rent or any other sum in default, or for the
payment-of any other amount which Landlord may spend or become obligated to
spend by reason of Tenant's default or to compensate Landlord for any other loss
or damage which Landlord may suffer by reason of Tenant's default, including
without limitation, costs and attorneys' fees incurred by Landlord to recover
possession of the Premises upon a default by Tenant hereunder. If any portion of
said 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
its original amount and Tenant's failure to do so shall constitute a default
hereunder by Tenant. If Tenant shall fully and faithfully 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 thirty (30) days following
the later of expiration of the Term and surrender of possession of the Premises
to Landlord.

         5. ADDITIONAL RENT.

                  5.1 PAYMENT OF EXPENSES AND REAL ESTATE TAXES. Tenant shall
pay to Landlord, as Additional Rent, an amount equal to total annual Operating
Expenses, as defined below, and an amount equal to annual Real Estate Taxes, as
defined below. Such amount shall be paid in advance in monthly installments on
the same dates as Basic Rent is due and payable hereunder based on Landlord's
notice delivered to Tenant from time to time setting forth Landlord's

<PAGE>

good faith estimate of the Operating Expenses and Real Estate Taxes for the
current calendar year. Landlord shall have the right to adjust such amount to
reflect any changes in Landlord's estimate of Operating Expenses.

                  5.2 OPERATING EXPENSES.

                           a. "OPERATING EXPENSES" shall mean the total of all
actual costs incurred by Landlord in connection with the management, operation,
maintenance and repair of the Building (including all costs of insuring the
Building), including, without limitation, taxes, insurance, parking lot
maintenance, landscaping, all utility expenses not separately metered, labor
compensation insurance, payroll taxes, materials, supplies, and all other costs
of operating and repairing, lighting, cleaning, sweeping, painting, striping,
removing of rubbish or debris, policing and inspecting, depreciation on or
rentals of machinery and equipment, the amortized costs to repair, maintain or
install capital improvements, costs of repairs, maintenance, or replacement of
paving, curbs, walkways, remarking, directional or other signs, landscaping,
drainage, lighting facilities, repair and maintenance of Common Areas and
parking areas, costs and expenses of planting, replanting and replacing flowers,
shrubbery and other landscaping, fees for required licenses and permits, costs
of compliance with any governmental rules, regulations, laws or ordinances, the
cost of maintaining the sprinkler system, sign maintenance, and roof and
building maintenance, (specifically excluding Tenant's maintenance
responsibilities under this Lease), the costs of premiums for insurance policies
to be maintained by Landlord and any deductibles attributable thereto under
Section 11 hereof, and an administrative fee equal to fifteen percent (15%) of
all of the foregoing. For purposes of computing rent adjustments pursuant to
this Article 5, Operating Expenses for the Building shall be allocated and
charged to Tenant in accordance with generally accepted accounting and
management practices and expressed as an amount per square foot of Rentable
Area. Operating Expenses shall include all Real Property Taxes, as defined
below.

                           b. "REAL ESTATE TAXES" shall mean all taxes,
assessments (special or otherwise) and charges levied upon or with respect to
the Building and ad valorem taxes on personal property used in connection
therewith, together with any real property taxes which may be assessed against
the Building. In addition, Real Estate Taxes shall include but not be limited to
(i) all personal property taxes on personal property used in connection with the
Building and related structures, (ii) any and all taxes, assessments, license
fees, and public charges levied, assessed, or imposed and which become payable
during the Term hereof on all leasehold improvements, (iii) any and all
environmental levies or charges now in force affecting the Building or any
portion thereof or which may hereafter become effective, and (iv) any other
taxes levied or assessed in addition to, as a replacement, alteration, or
substitute for, or in lieu of such real or personal property taxes.

                           c. Any costs or expenses for services or utilities,
not otherwise included in Operating Expenses, and which are attributable
directly to Tenant's use or occupancy of the Premises shall be paid in full by
Tenant as Additional Rent when such costs are incurred or, if Landlord makes
such payments, within five (5) days after being billed therefor by Landlord.

                  5.3 ADDITIONAL RENTAL AMOUNT.

                           a. Tenant shall pay One hundred percent (100%) of
Operating Expenses

<PAGE>

and Real Estate Taxes, as defined above, since Tenant's Premises consists of One
Hundred percent (100%) of the Building.

                           b. Landlord shall provide to Tenant an annual
statement reflecting all of the Building's Operating Expenses.

                           c. The parties agree this Lease is a net net net
lease.

                           d. Additional Rent payments shall commence at the
same time as the Basic Rent payments, that is, on the date which is the earlier
of (a) Forty-five (45) days after the completion of the Building or (b) the date
upon which Tenant opens for business in the Premises. Any adjustments to
Additional Rent charges shall be made on an annual basis from the date
Additional Rent payments commenced.

         6. PARKING FACILITIES.

         Tenant shall be entitled to the non-exclusive use of the parking lot.
Tenant shall comply with all rules and regulations which Landlord may adopt from
time to time for the operation and use of such parking facilities.

         7. UTILITIES.

                  7.1 UTILITY CHARGES. Tenant shall be solely responsible for
and promptly pay all charges for telephone, electric, gas, or any other utility
used or consumed in the Premises, including water and sewer, but specifically
excluding trash which shall be included as a part of Operating Expenses, and
Tenant shall further be responsible for any utility connection charges, or
system development charges, from any and all utility companies or districts. If
these charges are billed to the Landlord, then Tenant shall make payment in the
full amount billed to Landlord within five (5) days after written demand from
Landlord.

                  7.2 MAINTENANCE. Tenant shall be responsible for the normal
maintenance and upkeep of the heating, ventilation and air conditioning systems
serving the Premises and for all other utility installations within the Premises
(including without limitation, regular replacement of HVAC filters) and shall be
responsible for the repair of any such system.

         8. ALTERATIONS.

                  8.1 RESTRICTION ON ALTERATIONS. Tenant may make no alteration,
repairs, additions or improvements in, to or about the Premises (collectively,
"TENANT ALTERATIONS"), without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, and Landlord may impose as a
condition to such consent such requirements as Landlord, in its sole discretion,
may deem necessary or desirable, including without limitation, (a) the right to
approve the plans and specifications for any work, (b) the right to require
insurance satisfactory to Landlord, (c) the right to require security for the
full payment for and diligent and faithful performance of any work, (d)
requirements as to the manner in which or the time or times at which work may be
performed and (e) the right to approve the contractor or contractors to perform
Tenant Alterations. All Tenant Alterations shall be compatible with the Building
and completed in accordance with Landlord's requirements and all applicable
rules, regulations and requirements of governmental authorities and insurance
carriers. Tenant shall pay to Landlord Landlord's reasonable charges for

<PAGE>

reviewing and inspecting all Tenant Alterations, which amount shall not exceed
Two Hundred Fifty Dollars ($250.00) per Tenant Alteration, to assure full
compliance with all of Landlord's requirements. Landlord does not expressly or
implicitly covenant or warrant that any plans or specifications submitted by
Tenant are safe or that the same comply with any applicable laws, ordinances,
codes, rules or regulations. Further, Tenant shall indemnify, protect, defend
and hold Landlord, and Landlord's managing agent, if any, harmless from any
loss, cost or expense, including attorneys' fees and costs, based upon or
growing out of any alterations or construction undertaken by Tenant or incurred
by Landlord as a result of any defects in design, materials or workmanship
resulting from Tenant Alterations, except to the extent such defects are caused
by Landlord, its agents, servants or employees. If requested by Landlord, Tenant
shall provide Landlord with copies of all contracts, receipts, paid vouchers,
and any other documentation in connection with the construction of such Tenant
Alterations. Tenant shall promptly pay all costs incurred in connection with all
Tenant Alterations and shall not permit the filing of any mechanic's lien or
other lien in connection with any Tenant Alterations. If a mechanic's lien or
other lien is filed against the Building Tenant shall discharge or cause to be
discharged (by bond or otherwise) such lien within ten (10) days after Tenant
receives notice of the filing thereof and shall not allow any such lien to be
foreclosed upon. If a mechanic's lien or other lien is filed against the
Building and Tenant fails to timely discharge such lien, Landlord may, without
waiving its rights and remedies based on such breach of Tenant and without
releasing Tenant from any of its obligations, cause such liens to be released by
any means it shall deem proper, including payment in satisfaction of the claim
giving rise to such lien. Tenant shall pay to Landlord within thirty (30) days
following notice by Landlord, any sum paid by Landlord to remove such liens,
together with interest at Landlord's cost of money from the date of such payment
by Landlord. Any increase in any tax, assessment or charge levied or assessed as
a result of any Tenant Alterations shall be payable by Tenant in accordance with
Article 10 hereof. Tenant shall be responsible for paying the general
contractor's overhead and fee in connection with the work performed pursuant to
this Article 8.

         8.2 REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS. All
Tenant Alterations and Tenant Work installed in the Premises pursuant to
Landlord's Work Letter, which are attached to, or built into, the Premises,
including without limitation, floor coverings, draperies, wall coverings,
paneling, molding, doors, vaults (excluding vault doors), plumbing systems,
electrical systems, mechanical systems, lighting systems, sound equipment,
communication systems and outlets for the systems mentioned above and for all
telephone, radio, telegraph and television purposes, and any special flooring or
ceiling installations, shall become the property of Landlord and shall be
surrendered with the Premises, as a part thereof, at the end of the Term. Any
articles of personal property including business and trade fixtures not attached
to, or built into, the Premises, machinery and equipment, free-standing cabinet
work, and movable partitions, which were installed by Tenant in the Premises at
Tenant's sole expense and which were not installed in connection with a credit
or allowance granted by Landlord or in replacement for an item which Tenant
would not have been entitled to remove, shall be and remain the property of
Tenant and may be removed by Tenant at any time during the Term as long as
Tenant is not in default hereunder and provided that Tenant repairs any damage
to the Premises or the Building caused by such removal. With respect to Tenant
Work installed in the Premises pursuant to Landlord's Work Letter, Landlord and
Tenant shall each own undivided interests in such Tenant Work to the extent, in
the case of Landlord, of the Allowance (as defined in Landlord's Work Letter)
paid to or on behalf of Tenant, and, in the case of

<PAGE>

Tenant, the portion of the cost of such Tenant Work paid for by Tenant. For
purposes of the insurance requirements of Section 11.2(b), Tenant shall be
deemed to have an insurable interest in all of the Tenant Work and Tenant
Alterations in the Premises, as between Landlord and Tenant, but the same shall
be surrendered with the Premises on termination of this Lease, as set forth
above.

         9. MAINTENANCE AND REPAIRS.

                  9.1 TENANT'S OBLIGATIONS. Except for Landlord's obligations
specifically set forth in this Lease, Tenant shall, at Tenant's sole expense,
keep the Premises and every part thereof clean and in good condition and repair
and Landlord shall have no obligation to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof. Subject to the provisions of
Section 11.4 and Article 12 below, Tenant shall reimburse Landlord for all
repairs to the Building which are required as a result of any misuse or neglect
of the same by Tenant or any of its officers, agents, employees, contractors,
licensees or invitees while in or about the Building. Notwithstanding the
foregoing, if Tenant fails to diligently complete any repairs for which Tenant
is responsible under this Lease within thirty (30) days after notice from the
Landlord, Landlord may, at Landlord's sole discretion, complete such repairs and
Tenant shall promptly reimburse Landlord for any and all costs associated
therewith.

                  9.2 LANDLORD'S OBLIGATIONS. Subject to Article 12 of this
Lease, Landlord shall repair and maintain with reasonable diligence after
written notice thereof from Tenant, defects in, and damage to, the Building's
roof and structural systems installed by Landlord and serving or located on the
Premises. If such maintenance and repair is required in part or in whole by the
act, neglect, misuse, fault or omission of any duty of Tenant, its agents,
employees, contractors, licensees or invitees, Tenant shall pay to Landlord the
cost of such maintenance and repairs. Except as provided in Article 12 hereof,
there shall be no abatement of rent with respect to, and Landlord shall not be
liable for and Tenant shall hold Landlord harmless from, any injury to or
interference with Tenant's business arising from any repairs, maintenance,
alteration or improvement in or to any portion of the Building or in or to the
fixtures (and any items in connection therewith), appurtenances and equipment
therein. As a material inducement to Landlord entering into this Lease, except
as otherwise provided by Nevada law, Tenant waives and releases its right to
make repairs at Landlord's expense.

         10. TAX ON TENANT'S PERSONAL PROPERTY.

                  10.1 PERSONAL PROPERTY TAXES. At least ten (10) days prior to
delinquency, Tenant shall pay all taxes levied or assessed upon Tenant's
equipment, furniture, fixtures and other personal property located in or about
the Premises. If the assessed value of Landlord's property is increased by the
inclusion therein of a value placed upon Tenant's equipment, furniture, fixtures
or other personal property, Tenant shall pay Landlord, upon written demand, the
taxes so levied against Landlord, or the proportion thereof resulting from said
increase in assessment.

                  10.2 EXCLUSION FROM REAL PROPERTY TAXES. The portion of taxes
payable by Tenant pursuant to Section 10.1 hereof shall be excluded from Real
Property Taxes for purposes of rent adjustments described in Article 5 of this
Lease.

         11. INSURANCE; WAIVER OF SUBROGATION.

                  11.1 LIABILITY INSURANCE. Tenant shall at all times during the
Term and at its own cost and expense procure and continue workers' compensation
insurance and bodily injury liability and property damage liability insurance
adequate to protect Landlord against liability for injury to or death of any
person or damage to property in connection with the use, operation or condition
of

<PAGE>

the Premises. The limits of liability under the workers' compensation insurance
policy shall be at least equal to the statutory requirements therefor and the
limits of liability under the Employer's Liability Insurance policy carried by
Tenant shall be at least One Million Dollars ($1,000,000). The general liability
insurance for non-employees and for damage to property at all times shall be in
an amount of not less than Two Million Dollars ($2,000,000), Combined Single
Limit, for injuries to persons and property damage. Not more frequently than
once every year, if, in the opinion of Landlord's lender or of the insurance
broker retained by Landlord, the amount of public liability and property damage
insurance coverage at that time is not adequate, Tenant shall increase the
insurance coverage as required by either Landlord's lender or Landlord's
insurance broker.

                  11.2 PROPERTY INSURANCE.

                           a. BUILDING, IMPROVEMENTS AND RENTAL VALUE. Landlord
shall obtain and keep in force during the Term of this Lease a policy or
policies of insurance covering loss or damage to the Building improvements but
not Tenant's personal property, fixtures, equipment or Tenant Alterations in an
amount Landlord or Landlord's lender deems to be appropriate. In addition,
Landlord shall obtain and keep in force, during the Term of this Lease, a policy
of rental value insurance covering a period of one year, with loss payable to
Landlord, which insurance shall also cover all Operating Expenses for said
period. In the event that the Premises shall suffer an insured loss, the
deductible amounts under the casualty insurance policies relating to the
Premises shall be paid by Tenant. All costs incurred or paid by Landlord
pursuant to this Section 11.2(a) shall be paid by Tenant as part of Operating
Expenses as defined in Section 5.2 above.

                           b. TENANT'S PROPERTY INSURANCE. Tenant, at its sole
cost and expense, shall at all times during the Term maintain in effect policies
of insurance covering (i) all leasehold improvements (including any Tenant
Alterations as may be made by Tenant pursuant to the provisions of Article 8
hereof), trade fixtures, merchandise and other personal property from time to
time in, on or upon the Premises, in an amount not less than one hundred percent
(100%) of their actual replacement cost from time to time during the Term of
this Lease, providing protection against any peril included within the
classification "Fire and Extended Coverage," together with insurance against
sprinkler damage (if applicable), vandalism and malicious mischief and water
damage caused by plumbing leakage or failure and (ii) all plate glass in the
Premises. The proceeds of such insurance, so long as this Lease remains in
effect, shall be used for the repair or replacement of the property so insured.
Upon termination of this Lease due to any casualty, the proceeds of insurance
shall be paid to Landlord and Tenant, as their interests appear in the insured
property. The full replacement value of the items to be insured under this
Section 11.2 shall be determined by the company issuing the insurance policy at
the time the policy is initially obtained, and shall be increased as reasonably
requested by Landlord from time to time.

                  11.3 POLICY REQUIREMENTS. All insurance required to be carried
by Tenant hereunder shall be issued by responsible insurance companies,
qualified to do business in the State of Nevada and reasonably acceptable to
Landlord. Insurance companies rated A-9 or better by Best's Insurance Reports
shall be deemed acceptable. Each policy shall have a deductible or deductibles,
if any, which are no greater than those maintained by similarly situated tenants
and which are reasonably acceptable to Landlord. Each policy shall name Landlord
and Landlord's lender as additional insureds, as their interests may appear, and
copies of all policies together with

<PAGE>

certificates evidencing the existence and amounts of such insurance, shall be
delivered to Landlord by Tenant at least thirty (30) days prior to Tenant's
occupancy of any portion of the Premises. No such policy shall be cancelable
except after thirty (30) days written notice to Landlord. Tenant shall, at least
thirty (30) days prior to the expiration of any such policy, furnish Landlord
with renewals or "binders" thereof, or Landlord may order such insurance and
charge the cost thereof to Tenant, which amount shall be paid by Tenant upon
demand. Any policy may be carried under so-called "blanket coverage" form of
insurance policies, provided any such blanket policy specifically provides that
the amount of insurance coverage required hereunder shall in no way be
prejudiced by other losses covered by the policy. Neither the issuance of any
such insurance policy nor the minimum limits specified in this Section 11.3
shall be deemed to limit or restrict in any way Tenant's liability arising under
or out of this Lease.

                  11.4 WAIVER OF SUBROGATION. To the extent such waivers are
obtainable from insurance carriers, Landlord and Tenant waive their respective
right of recovery against the other for any direct or consequential damage to
the property of the other including its interest in the Premises or the Building
by fire or other casualty to the extent such damage is insured against under a
policy or policies of insurance. Each such insurance policy carried by either
Landlord or Tenant shall include such a waiver of the insurer's rights of
subrogation. Such waiver shall in no way be construed or interpreted to limit or
restrict any indemnity or other waiver made by Tenant under the terms of this
Lease.

                  11.5 BUSINESS OVERHEAD INSURANCE. Tenant shall at all times
during the Term of this Lease and at its own cost and expense procure and
continue business overhead insurance in an amount equal to at least Basic Rent
and Tenant's share of Operating Expenses and Real Estate Taxes for twelve (12)
months. Not more frequently than once every year, Tenant shall increase the
amount of such business overhead insurance to reflect any increases in Basic
Rent and Operating Expenses and Real Estate Taxes as required by Landlord.
Tenant agrees that the proceeds of such insurance shall be paid to Landlord by
Tenant such that in the event of Tenant's disability Landlord will receive
monthly payments of Basic Rent and Operating Expenses without delay from Tenant.

         12. FIRE OR CASUALTY.

                  12.1 DAMAGE TO PREMISES. In the event the Premises are damaged
by fire or other casualty, Landlord shall repair such damage with reasonable
diligence and in a manner consistent with the provisions of any Underlying
Mortgage, as hereinafter defined. Tenant shall promptly pay to Landlord all
insurance proceeds received by Tenant as a result of such damage so that
Landlord can use such proceeds in the repair of such damage. If the Premises are
damaged by fire or other casualty so that the repair of the Premises cannot, in
Landlord's reasonable opinion, be completed within sixty (60) days after notice
to Landlord of the occurrence of the damage, Landlord shall have the option, to
be exercised by written notice to Tenant within thirty (30) days after Landlord
receives notice of the occurrence of the damage, either (i) to make such repairs
within a reasonable time, in which event this Lease shall continue in full force
and effect or (ii) to terminate this Lease as of a date not less than thirty
(30) days or more than sixty (60) days after Landlord's notice to Tenant.

                  12.2 DAMAGE TO BUILDING. If the Building is totally destroyed
or is so extensively damaged that the repair thereof cannot, in Landlord's
reasonable opinion, be completed within one hundred (100) days after the
occurrence of the damage or destruction, or if substantial alteration or
reconstruction of the Building is required, in Landlord's reasonable opinion, as
a result of the

<PAGE>

damage, then Landlord shall have the option, to be exercised by written notice
to Tenant within thirty (30) days after the occurrence of the damage or
destruction, either (a) to terminate this Lease as of the date not less than
thirty (30) days or more than sixty (60) days after Landlord's notice to Tenant,
or (b) to repair and rebuild the Building within a reasonable time, in which
event this Lease shall continue in full force and effect.

                  12.3 ABATEMENT; TERMINATION. In the event any part of the
Premises, as a result of damage by fire or other casualty, is rendered
untenantable, for the conduct of Tenant's business, rent shall be reduced and
abated in proportion to the part of the Premises which is so rendered
untenantable until the damaged portion of the Premises have been made tenantable
for the conduct of Tenant's business or until this Lease expires or terminates,
whichever occurs first; provided that, (a) there shall be no abatement of rent
with respect to any portion of the Premises which is rendered unusable for a
period of five (5) days or less, (b) there shall be no abatement of rent if
Landlord provides other space in the Building to Tenant which is reasonably
suited for the temporary conduct of Tenant's business,(c) there shall be no
abatement of rent whatsoever with respect to any damage caused in whole or in
part by the negligence or willful act of Tenant, its agents, employees,
contractors, licensees or invitees. In the event Landlord terminates this Lease
pursuant to the terms of Sections 12.1 and 12.2, this Lease and the estate and
interest of the Tenant in the Premises shall terminate and expire on the date
specified in Landlord's notice of termination and the rent payable hereunder
shall be pro rated as of such date, subject to rent abatement, if any, to the
extent provided above.

                  12.4 LIMITATIONS. Subject to Section 11.4 hereof, nothing
contained in this Article 12 shall relieve, discharge or any way affect Tenant's
liability to Landlord in connection with any damage or destruction to the
Premises or the Building arising out of the negligent or willful acts or
omissions of Tenant, its agents, employees, contractors, licensees and invitees.
Landlord shall not be liable for any loss of business, inconvenience or
annoyance arising from any repair or restoration of any portion of the Premises
or the Building as a result of any damage from fire or other casualty.
Furthermore, in the event of such damage from fire or other casualty, Landlord
shall have no obligation to repair any equipment, furniture, fixtures, paneling,
ceilings, carpets or other floor coverings, partitions, drapes or any personal
property (collectively, "Personal Property") installed in or about the Premises
by Landlord or Tenant unless Landlord has received insurance proceeds which
insurance proceeds are specifically designated as payment for Personal Property.

         13. EMINENT DOMAIN.

                  13.1 TAKING. In case the whole of the Premises, or such part
thereof as shall substantially interfere with Tenant's use and occupancy
thereof, shall be taken by any lawful power or authority by exercise of the
right of eminent domain, or sold to prevent such taking, within sixty (60) days
of receipt of notice of such taking, either Tenant or Landlord may terminate
this Lease effective as of the date possession is required to be surrendered to
said authority. If such portion of the Building is so taken or sold so as to
require, in the opinion of Landlord, a substantial alteration or reconstruction
of the remaining portions thereof, or which renders the Building economically
unviable for its use as presently intended, this Lease may be terminated by
Landlord, as of the date of the vesting of title under such taking or sale, by
written notice to Tenant within sixty (60) days following notice to Landlord of
the date on which said vesting will occur. Except as provided herein, Tenant
shall not because of such taking assert any claim against Landlord or the taking

<PAGE>


authority for any compensation because of such taking, and Landlord shall be
entitled to receive the entire amount of any award without deduction for any
estate or interest of Tenant. In the event the amount of property or the type of
estate taken shall not substantially interfere with Tenant's use of the
Premises, Landlord shall be entitled to the entire amount of the award without
deduction for any estate or interest of Tenant. In such event, Landlord shall
promptly proceed to restore the Premises to substantially their condition prior
to such partial taking, and the rent shall be abated in proportion to the time
during which, and to the part of the Premises of which, Tenant shall be so
deprived on account of such taking and restoration. Nothing contained in this
Article 13 shall be deemed to give Landlord any interest in, or prevent Tenant
from seeking any award against the taking authority for, the taking of personal
property and fixtures belonging to Tenant or for relocation or business
interruption expenses recoverable from the taking authority.

                  13.2 TEMPORARY TAKING. If all or any portion of the Premises
are condemned or otherwise taken for public or quasi-public use for a limited
period of time, this Lease shall remain in full force and effect and Tenant
shall continue to perform all of the terms, conditions and covenants of this
Lease, including without limitation, the payment of Basic Rent and all other
amounts required hereunder. Tenant shall be entitled to receive the entire award
made in connection with any other temporary condemnation or other taking
attributable to any period within the Term. Landlord shall be entitled to the
entire award for any such temporary condemnation or other taking which relates
to a period after the expiration of the Term or which is allocable to the cost
of restoration of the Premises. If any such temporary condemnation or other
taking terminates prior to the expiration of the Term, Tenant shall restore the
Premises as nearly as possible to the condition prior to the condemnation or
other taking, at Tenant's sole cost and expense; provided that, Tenant shall
receive the portion of the award attributable to such restoration.

         14. ASSIGNMENT AND SUBLETTING.

                  14.1 GENERAL PROHIBITION. Tenant acknowledges that the
economic concessions and rental rates set forth in this Lease were negotiated by
Landlord and Tenant in consideration of, and would not have been granted by
Landlord but for, the specific nature of the leasehold interest granted to
Tenant hereunder, as such interest is limited and defined by various provisions
throughout this Lease, including, but not limited to, the provisions of this
Article 14 which define and limit the transferability of such leasehold
interest. Tenant further acknowledges and agrees that the leasehold estate
granted to Tenant hereunder is not a transferable interest in property, and
Landlord hereby reserves the right to receive any increased rental value of the
Premises during the Term as the same may be realized by any transfer of said
estate, except to the extent Tenant is specifically granted the right to
transfer all or part of its leasehold and to retain all or part of the increased
rental value thereof pursuant to the provisions of this Article 14. Tenant shall
not directly or indirectly, voluntarily or involuntarily assign, mortgage or
otherwise encumber all or any portion of its interest in this Lease or in the
Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by
anyone other than Tenant or Tenant's employees or sublet the Premises
(collectively, "SUBLEASE") or any portion thereof without obtaining the prior
written consent of Landlord, which consent shall not be unreasonably withheld
subject to the provisions of Section 14.2 hereunder and any such attempted
assignment, subletting, mortgage or other encumbrance without such consent shall
be null and void and of no effect. Notwithstanding the foregoing, if Tenant is
or has been at any time in default under any of the terms of this Lease, Tenant
may not assign, transfer or sublet the Premises in whole or in part.

<PAGE>

                  14.2 NOTICE OF INTENT TO ASSIGN OR SUBLET. If Tenant desires
at any time to enter into an Assignment or to Sublease 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, subtenant,
transferee or occupant ("TRANSFEREE"); (ii) the nature of the proposed
Transferee's business to be carried on in the Premises; (iii) the terms and
provisions of the proposed Sublease or Assignment; and (iv) such financial
information as Landlord may reasonably request concerning the proposed
Transferee (collectively, the "TRANSFER NOTICE"). In the event the assignee or
sublessee is not engaged in the Use or does not have equal or greater financial
net worth than Tenant, Landlord shall have the right to reject the Sublease or
Assignment which rejection shall be deemed reasonable.

                  14.3 NO RELEASE OF TENANT'S OBLIGATIONS. No Assignment or
Sublease 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 Assignment or
Sublease. Consent to one Sublease or Assignment shall not be deemed to
constitute consent to any subsequent Sublease or Assignment.

                  14.4 TRANSFER IS ASSIGNMENT. If Tenant is a corporation or is
an unincorporated association or partnership, the issuance of any additional
stock and/or the sale, transfer, assignment or hypothecation of any stock or
interest in such corporation, association or partnership in the aggregate in
excess of twenty-five percent (25%) shall be deemed an Assignment hereunder.
Tenant agrees to promptly pay as Additional Rent Landlord's reasonable costs and
attorneys' fees, not to exceed One Thousand Dollars ($1,000.00) per occurrence,
incurred in connection with the processing and documentation of any requested
Assignment or Sublease.

                  14.5 ASSUMPTION OF OBLIGATIONS. Each Transferee, other than
Landlord, shall assume, as provided in this Section 14.5, all obligations of
Tenant under this Lease and shall be and remain liable jointly and severally
with Tenant for the payment of the rent, and for the performance of all of the
terms, covenants, conditions and agreements herein contained on Tenant's part to
be performed for the Term of this Lease; provided, however, that the Transferee
shall be liable to Landlord for rent only in the amount set forth in the
Assignment or Sublease. No Assignment shall be binding on Landlord unless the
Transferee or Tenant shall deliver to Landlord a counterpart of the Assignment
and an instrument in recordable form which contains a covenant of assumption by
the Transferee satisfactory in substance and form to Landlord consistent with
the requirements of this Section 14.5, but the failure or refusal of the
Transferee to execute such instrument of assumption shall not release or
discharge the Transferee from its liability as set forth above.

         15. LANDLORD'S RESERVED RIGHTS.

                  15.1 RIGHT OF ENTRY. Landlord and its agents and
representatives shall have the right, at all reasonable times, upon twenty-four
(24) hours notice except in the case of an emergency, in which event notice
shall be waived, to enter the Premises for purposes of inspection, to post
notices of non-responsibility, to protect the interest of Landlord in the
Premises, to supply janitorial service and any other services to be provided by
Landlord hereunder, to perform all required or permitted work therein, including
the erection of scaffolding, props and other mechanical devices for the purpose
of making alterations, repairs or additions to the Premises or the Building
which are provided for in this Lease or required by law. Landlord and its agents
and representatives shall also have the right during business hours to show the
Premises to prospective

<PAGE>

tenants (during the last six (6) months of this Lease), lessors of superior
leases, mortgagees, prospective mortgagees or prospective purchasers of the
Building. No such entry shall be construed under any circumstances as a forcible
or unlawful entry into, or a detainer of, the Premises, or an eviction of
Tenant, and Tenant hereby waives any claim against Landlord or its agents or
representatives for damages for any injury or inconvenience to or interference
with, Tenant's business or quiet enjoyment of the Premises.

                  15.2 BUILDING AND COMMON AREAS. Provided Landlord does not
unreasonably, obstruct or interfere with Tenant's use, Landlord may: (a)
install, repair, replace or relocate pipes, ducts, conduits, wires and
appurtenant meters and equipment for service to other parts of the Building
above the ceiling surfaces, below the floor surfaces, within the walls and in
the central core areas of the Premises or the rest of the Building; (b) repair,
renovate, alter, expand or improve the Building; (c) make changes to the common
areas, including, without limitation, changes in the location, size, shape and
number of street entrances, driveways, ramps, entrances, exits, parking spaces,
parking areas, loading and unloading areas, halls, passages, stairways and other
means of ingress and egress, direction of traffic, landscaped areas and
walkways; (d) close temporarily any of the common areas for maintenance purposes
as long as reasonable access to the Premises remains available; (e) designate
other land outside the boundaries of the Building to be a part of the common
areas; (f) add additional buildings and improvements to the common areas; (g)
use the common areas while engaged in making additional improvements, repairs or
alterations to the Building, or any portion thereof; and (h) do and perform such
other acts and make such other changes in, to or with respect to the common
areas and Building as Landlord may deem appropriate all at Landlord's expense
which shall be passed through to Tenant as an Operating Expense, except for
capital expenditures for additional buildings allowed in (f) which shall remain
the sole responsibility of Landlord.

                  15.3 NAME. Landlord may adopt any name for the Building and
Landlord reserves the right to change the name and/or the address of the
Building or any part thereof at any time.

         16. INDEMNIFICATION AND LIMITATION ON LIABILITY.

                  16.1 INDEMNITY BY TENANT. Tenant shall indemnify, protect,
defend and hold harmless, Landlord, its officers, directors, partners, agents
and employees, and any affiliate of Landlord, including without limitation, any
corporations or any other entities controlling, controlled by or under common
control with Landlord, from and against any and all claims, suits, demands,
liability, damages and expenses, including attorneys' fees and costs, arising
from or in connection with Tenant's use or alteration of the Premises or the
conduct of its business or from any activity performed or permitted by Tenant in
or about the Premises or the Building during the Term or prior to the
Commencement Date if Tenant has been provided access to the Premises or the
Building for any purpose, or arising from any breach or default in the
performance of any obligation on Tenant's part to be performed under the terms
of this Lease, or arising from Tenant's use of the Building Services in excess
of their capacity or arising from any other act, neglect, fault or omission of
Tenant or any of its officers, agents, directors, contractors, employees,
licensees or invitees. As a material part of the consideration to the Landlord
for entering into this Lease, Tenant hereby assumes all risk of and releases,
discharges and holds harmless Landlord from and against any and all liability to
Tenant for damage to property or injury to persons in, upon or about the
Premises from any cause whatsoever except that which is caused by the gross
negligence of Landlord.

<PAGE>

                  16.2 LIMITATION ON LANDLORD'S LIABILITY. In no event shall
Landlord be liable to Tenant for any injury to any person in or about the
Premises or damage to the Premises or for any loss, damage or injury to any
property of Tenant therein or by any malfunction of any utility or other
equipment, installation or system, or by the rupture, leakage or overflow of any
plumbing or other pipes, including without limitation, water, steam and
refrigeration lines, sprinklers, tanks, drains, drinking fountains or similar
cause in, about or upon the Premises or the Building unless such loss, damage or
injury is caused by the gross negligence of Landlord. None of the shareholders,
officers, employees, agents, partners or affiliates of Landlord shall be
responsible for any of the liabilities, obligations or agreements of Landlord
under this Lease.

         17. SALE BY LANDLORD.

             In the event of any sale or other transfer of Landlord's interest
in the Building, other than a transfer for security purposes only, Landlord
shall be automatically relieved of any and all obligations and liabilities on
the part of Landlord accruing from and after the date of such transfer.

         18. SUBORDINATION.

                  18.1 SUBORDINATION. This Lease is subject and subordinate to
all mortgages, trust deeds, ground leases, or other encumbrances (the
"UNDERLYING MORTGAGES") which may now or hereafter be executed affecting the
Building and to all renewals, modifications, consolidations, replacements and
extensions of any such Underlying Mortgages. This clause shall be self-operative
and no further instrument of subordination need be required by any mortgagee,
ground lessor or beneficiary, affecting any Underlying Mortgage in order to make
such subordination effective. Tenant, however, shall execute promptly any
certificate or document that Landlord may request to effectuate, evidence or
confirm such subordination, and failure to do so shall be a material breach of
this Lease.

                  18.2 ATTORNMENT. If Landlord's interest in the Building is
sold or conveyed upon the exercise of any remedy provided for in any Underlying
Mortgage, or otherwise by operation of law: (a) this Lease will not be affected
in any way, and Tenant will attorn to and recognize the new owner as Tenant's
Landlord under this Lease, and Tenant will confirm such attornment in writing
within ten (10) days after request (Tenant's failure to do so will constitute a
material breach of this Lease); and (b) the new owner shall not be (i) liable
for any act or omission of Landlord under this Lease occurring prior to such
sale or conveyance, (ii) subject to any offset, abatement or reduction of rent
because of any default of Landlord under this Lease occurring prior to such sale
or conveyance, and (iii) liable for the return of any security deposit paid by
Tenant except to the extent that the security deposit has actually been paid to
such person or entity.

                  18.3 NOTICE FROM TENANT. Tenant shall give written notice to
the holder of any Underlying Mortgage whose name and address have been
previously furnished to Tenant of any act or omission by Landlord which Tenant
asserts as giving Tenant the right to terminate this Lease or to claim a partial
or total eviction or any other right or remedy under this Lease or provided by
law. Tenant further agrees that if Landlord shall have failed to cure any
default within the time period provided for in this Lease, then the holder of
any Underlying Mortgage shall have an additional sixty (60) days within which to
cure such default or if such default cannot be cured within that time, then such
additional time as may be necessary if within such sixty (60) days such holder
has commenced and is diligently pursuing the remedies necessary to cure such
default (including, but not limited to commencement of foreclosure proceedings,
if necessary to effect such cure), in which

<PAGE>

event this Lease shall not be terminated while such remedies are being so
diligently pursued.

    ESTOPPEL CERTIFICATES.

         Tenant shall at any time and from time to time upon not less than ten
(10) days' prior notice by Landlord, execute, acknowledge and deliver to
Landlord a statement in writing certifying that 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), the dates to
which the Basic Rent, Additional Rent and other charges have been paid in
advance, if any, stating 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 and containing any other information and
certifications which reasonably may be requested by Landlord or the holder of
any Underlying Mortgage. Any such statement delivered pursuant to this Article
19 may be relied upon by any prospective purchaser of the fee of the Building or
any mortgagee, ground lessor or other like encumbrancer thereof or any assignee
of any such encumbrancer upon the Building.

         20. SURRENDER OF PREMISES AND REMOVAL OF PROPERTY.

                  20.1 NO MERGER. The voluntary or other surrender of this Lease
by Tenant, a mutual cancellation or a termination hereof, shall not constitute a
merger, and shall, at the option of Landlord, terminate all or any existing
subleases or shall operate as an assignment to Landlord of any or all subleases
affecting the Premises.

                  20.2 SURRENDER OF PREMISES. Upon the expiration of the Term,
or upon any earlier termination hereof, Tenant shall quit and surrender
possession of the Premises to Landlord in as good order and condition as the
Premises are now or hereafter may be improved by Landlord or Tenant, reasonable
wear and tear and repairs which are Landlord's obligation excepted, and shall,
without expense to Landlord, remove or cause to be removed from the Premises,
all debris and rubbish, all furniture, equipment, business and trade fixtures,
free-standing cabinet work, movable partitioning and other articles of persona]
property owned by Tenant or installed or placed by Tenant at its expense in the
Premises, and all similar articles of any other persons claiming under Tenant
unless Landlord exercises its option to have any subleases or subtenancies
assigned to Landlord, and Tenant shall repair all damage to the Premises
resulting from such removal.

                  20.3 DISPOSAL OF PROPERTY. In the event of the expiration of
this Lease or other re-entry of the Premises by Landlord as provided in this
Lease, any property of Tenant not removed by Tenant upon the expiration of the
Term of this Lease, or within forty-eight (48) hours after a termination by
reason of Tenant's default, shall be considered abandoned and Landlord may
remove any or all of such property and dispose of the same in any manner or
store the same in a public warehouse or elsewhere for the account of, and at the
expense and risk of, Tenant. If Tenant shall fail to pay the costs of storing
any such property after it has been stored for a period of thirty (30) days or
more, Landlord may sell any or all of such property at public or private sale,
in such manner and at such places as Landlord, in its sole discretion, may deem
proper, without notice to or demand upon Tenant. In the event of such sale,
Landlord shall apply the proceeds thereof, first, to the cost and expense of
sale, including reasonable attorneys' fees; second, to the repayment of the cost
of removal and storage; third, to the repayment of any other sums which may then
or thereafter be due to Landlord from Tenant under any of the terms of this
Lease; and fourth, the balance, if any, to Tenant.

<PAGE>

                  20.4 FIXTURES AND IMPROVEMENTS. All fixtures, equipment,
alterations, additions, improvements and/or appurtenances attached to or built
into the Premises prior to or during the Term hereof, as further described in
Section 8.2 hereof, shall be and remain part of the Premises and shall not be
removed by Tenant at the end of the Term of this Lease.

                  20.5 NOTICE OF EXPIRATION OF TERM. Tenant shall, at least six
(6) months before the expiration of the Term, give written notice to Landlord of
Tenant's intention to surrender the Premises upon the expiration of the Term.
Nothing contained herein, however, shall be construed as an extension of the
Term or as consent of Landlord to any holding over by Tenant in the event said
notice is not given in a timely fashion.

         21. HOLDING OVER.

             In the event Tenant holds over after the expiration of the Term,
with or without the express or implied consent of Landlord, such tenancy shall
be from month-to-month only, and not a renewal hereof or an extension for any
further term, and such month-to-month tenancy shall be subject to each and every
term, covenant and agreement contained herein; provided, however, that Tenant
shall pay as Basic Rent during any holding over period, an amount equal to the
greater of one-hundred fifty percent (150%) of the fair market value rental rate
of the Premises or two times the Basic Rent payable immediately preceding the
expiration of the Term. Nothing in this Article 21 shall be construed as a
consent by Landlord to any holding over by Tenant and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises
upon the expiration of the Term or upon the earlier termination hereof and to
assert any remedy in law or equity to evict Tenant and/or collect damages in
connection with such holding over.

         22. DEFAULTS AND REMEDIES.

                  22.1 DEFAULTS BY TENANT. The occurrence of any of the
following shall constitute a material default and breach of this Lease by
Tenant:

                           a. The failure by Tenant to pay the rent or make any
other payment required to be made by Tenant hereunder as and when due where such
failure continues for three (3) days after notice thereof by Landlord to Tenant;
provided, however, that such notice shall be in lieu of and not in addition to
any notice required under Nevada law.

                           b. The abandonment or vacation of the Premises by
Tenant.

                           c. The failure by Tenant to observe or perform the
provisions of Articles 2 and 8 where such failure continues and is not remedied
within forty-eight (48) hours after notice thereof from Landlord to Tenant.

                           d. The failure by Tenant to provide estoppel
certificates as herein provided.

                           e. The failure by Tenant to observe or perform any
other provision of this Lease, including Rules and Regulations which may be
adopted by Landlord where such failure continues for twenty (20) days after
notice thereof by Landlord to Tenant; provided, however, that if the nature of
such default is such that the same cannot reasonably be cured within such twenty
(20) day period, Tenant shall not be deemed to be in default if Tenant shall
within such period

<PAGE>

commence such cure and thereafter diligently prosecute the same to completion.

                           f. Any action taken by or against Tenant pursuant to
any statute pertaining to bankruptcy or insolvency or the reorganization of
Tenant (unless, in the case of a petition filed against Tenant, the same is
dismissed within thirty (30) days); the making by Tenant of any general
assignment for the benefit of creditors; the appointment of a trustee or
receiver to take possession of all or any portion of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within thirty (30) days; or the attachment, execution, or
other judicial seizure of all or any portion of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.

                           g. Tenant shall fail to occupy the Premises within
one hundred twenty (120) days after the Commencement Date.

                           h. In addition to the events constituting a default
and breach of the Lease by Tenant as set forth herein, if within any twelve (12)
month period during the term of the Lease Tenant shall have failed to perform
any obligation required of Tenant hereunder, or has been in breach for any
reason under the Lease more than two (2) times, and Landlord, because of any
such failure and/or breach, shall have served upon Tenant within said twelve
(12) month period two (2) or more notices of any such failure or breach, then
any subsequent failure or breach shall be deemed a noncurable default, without
requirement of notice or opportunity to cure, and Landlord shall be immediately
entitled to exercise any and all rights, remedies and/or elections specified
below otherwise available at law or in equity.

                           i. Tenant's failure to vacate and surrender the
Premises as required by this Lease upon the expiration of the Term or
termination of this Lease.

                  22.2 LANDLORD'S REMEDIES.

                           a. 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 Tenant five (5) days' written notice of such
election to terminate. In the event Landlord shall elect to so terminate this
Lease, Landlord may recover from Tenant:

                           (i) the worth at the time of award of any unpaid rent
which has been earned at the time of such termination; plus

                           (ii) the worth at the time of award of any amount by
which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that Tenant proves could
have been reasonably avoided; plus

                           (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of the award
exceeds the amount of such rental

<PAGE>

loss that Tenant proves could be reasonably avoided; plus

                           (iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
its obligations under this Lease or which in the ordinary course of things 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 law.

                           b. All "rent" (as defined in Section 4.4) shall be
computed on the basis on the monthly amount thereof payable on the date of
Tenant's default, as the same are to be adjusted thereafter as contemplated by
this Lease. As used in paragraphs (i) and (ii) above, the "worth at the time of
award" is computed by allowing interest in the per annum amount equal to the
prime rate of interest or other equivalent reference rate from time to time
announced by the Bank of America National Trust and Savings Association (the
"Reference Rate") plus two percent (2%), but in no event in excess of the
maximum interest rate permitted by law. As used in paragraph (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%).

                           c. 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 therefrom by summary
proceedings or otherwise; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant.

                           d. In the event of the vacation or abandonment of the
Premises by Tenant, or in the event that Landlord elects to re-enter as provided
in Paragraph (c) above or takes possession of the Premises pursuant to legal
proceeding or pursuant to any notice provided by law, and if Landlord does not
elect to terminate this Lease, then Landlord may from time to time, without
terminating this Lease, either recover all rent as it becomes due or relet the
Premises or any part thereof for such term or terms and at such rent and upon
such other terms and conditions as Landlord, in its sole discretion, may deem
advisable, with the right to make alterations and repairs to the Premises. If
Landlord does not terminate this Lease and if Tenant requests Landlord's consent
to an Assignment of this Lease or a Sublease of the Premises at such time as
Tenant is in default, Landlord may not unreasonably withhold its consent to such
Assignment or Sublease.

                           e. In the event that Landlord shall elect to so relet
as provided in Paragraph (d) above, then rentals received by Landlord from such
reletting shall be applied: First, to the payment of any indebtedness other than
rent due hereunder from Tenant to Landlord; second, to the payment of any cost
of such reletting; 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 remainder, if any, shall be held by Landlord and applied in
payment of future rent as the same may become due and payable hereunder. Should
that portion of such rentals received from such reletting during any month,
which is applied to the payment of rent hereunder, be less than the rent payable
during that month by Tenant hereunder, then Tenant shall pay such deficiency to
Landlord. Such deficiency

<PAGE>

shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon
as ascertained, any and all reasonable 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.

                  22.3 RE-ENTRY NOT TERMINATION. No re-entry or taking
possession of the Premises by Landlord pursuant to this Article 22 shall be
construed as an election to terminate this Lease unless a written notice of such
intention be given to Tenant or unless the termination thereof be decreed by a
court of competent jurisdiction. Notwithstanding any reletting without
termination by Landlord because of any default of Tenant, Landlord may at any
time after such reletting elect to terminate this Lease for any such default.

                  22.4 DEFINITION OF TENANT. As used in this Article 22 and in
Article 23, the term "TENANT" shall be deemed to include all persons or entities
named as Tenant under this Lease, or each and every one of them. If any of the
obligations of Tenant hereunder in guaranteed by another person or entity, the
term "TENANT" shall be deemed to include all of such guarantors and any one or
more of such guarantors. If this Lease has been assigned, the term "TENANT," as
used in this Article 22 and in Article 23 shall be deemed to include both the
assignee and the assignor.

         23. BANKRUPTCY.

             If, at any time prior to the Commencement Date, any action is taken
by or against Tenant in any court pursuant to any statute pertaining to
bankruptcy or insolvency or the reorganization of Tenant, Tenant makes any
general assignment for the benefit of creditors, a trustee or receiver is
appointed to take possession of substantially all of Tenant's assets or of
Tenant's interest in this Lease, or there is an attachment, execution or other
judicial seizure of substantially all of Tenant's assets or of Tenant's interest
in this Lease, then this Lease shall ipso facto be canceled and terminated and
of no further force or effect. In such event, neither Tenant nor any person
claiming through or under Tenant or by virtue of any statute or of any order of
any court shall be entitled to possession of the Premises or any interest in
this Lease and Landlord shall, in addition to any other rights and remedies
under this Lease, be entitled to retain any rent, security deposit or other
monies received by Landlord from Tenant as liquidated damages.

         24. INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES.

                  24.1 INTEREST. Any amount due from Tenant to Landlord which is
not paid when due shall bear interest at the lesser of twelve percent (12%) per
annum or the maximum rate per annum which Landlord is permitted by law to
charge, from the date such payment is due until paid, but the payment of such
interest shall not excuse or cure any default by Tenant under this Lease.

                  24.2 LATE CHARGE. In the event Tenant is more than five (5)
days late in paying any installment of rent due under this Lease, Tenant shall
pay Landlord a late charge equal to five percent (5%) of the delinquent
installment of rent plus a fee of Ten Dollars ($10.00) per day until such
installment of rent is paid. The parties agree that the amount of such late
charge represents a reasonable estimate of the cost and expense that would be
incurred by Landlord in processing each delinquent payment of rent by Tenant and
that such late charge shall be paid to Landlord as liquidated damages for each
delinquent payment, but the payment of such late charge shall not excuse or cure
any default by Tenant under this Lease. The parties further agree that the
payment of late charges and the payment of interest provided for in Section 24.1
above are distinct and separate from one another in that the payment of interest
is to compensate Landlord for the use of Landlord's

<PAGE>

money by Tenant, while the payment of a late charge is to compensate Landlord
for the additional administrative expense incurred by Landlord in handling and
processing delinquent payments.

         25. QUIET ENJOYMENT.

         Tenant, upon the paying of all rent hereunder and performing each of
the covenants, agreements and conditions of this Lease required to be performed
by Tenant, shall lawfully and quietly hold, occupy and enjoy the Premises during
the Term without hindrance or molestation of anyone lawfully claiming by,
through or under Landlord, subject, however, to the provisions set forth in this
Lease.

         26. EXAMINATION OF LEASE.

         The submission of this instrument for examination or signature by
Tenant, Tenant's agents or attorneys, does not constitute a reservation of, or
an option to lease, and this instrument shall not be effective or binding as a
lease or otherwise until its execution and delivery by both Landlord and Tenant.

         27. BROKERS.

         Tenant warrants that it has not had any contact or dealings with any
person or real estate broker which would give rise to the payment of any fee or
brokerage commission, in connection with this Lease, and Tenant shall indemnify,
hold harmless and defend Landlord from and against any liability with respect to
any fee or brokerage commission arising out of any act or omission of Tenant.

         28. RULES AND REGULATIONS.

         The Rules and Regulations attached hereto as Exhibit "C" are hereby
incorporated herein and made a part of this Lease. Tenant agrees to abide by and
comply with each and every one of said Rules and Regulations and any amendments,
modifications and/or additions thereto as may hereafter be adopted by Landlord
for the safety, care, security, good order and cleanliness of the Premises or
the Building. Landlord shall have the right to amend, modify or add to the Rules
and Regulations in its sole discretion. Landlord shall not be liable to Tenant
for any violation of any of the Rules and Regulations by any other tenant or for
the failure of Landlord to enforce any of the Rules and Regulations.

         29. SIGNAGE.

         Tenant shall not have the right to signage which is visible from
outside the Premises without the prior written consent of Landlord, which
consent shall not unreasonably withheld. Any signage identifying Tenant on the
facade of the Building or on any monument shall be installed by Landlord at
Landlord's sole discretion and at Tenant's sole cost and expense.

         30. GENERAL PROVISIONS.

                  30.1 NO WAIVER. The waiver by Landlord of any breach of any
term, provision, covenant or condition contained in this Lease, or the failure
of Landlord to insist on the strict performance by Tenant, shall not be deemed
to be a waiver of such term, provision, covenant or condition as to any
subsequent breach thereof or of any other term, covenant or condition contained
in this Lease. The acceptance of rents hereunder by Landlord shall not be deemed
to be a waiver of

<PAGE>

any breach or default by Tenant of any term, provision, covenant or condition
herein, regardless of Landlord's knowledge of such breach or default at the time
of acceptance of rent.

                  30.2 LANDLORD'S RIGHT TO PERFORM. All covenants and agreements
to be performed by Tenant under any of the terms of this Lease shall be
performed by Tenant at Tenant's sole expense and without abatement of rent. If
Tenant shall fail to observe and perform any covenant, condition, provision or
agreement contained in this Lease or shall fail to perform any other act
required to be performed by Tenant, Landlord may, upon notice to Tenant, without
obligation, and without waiving or releasing Tenant from any default or
obligations of Tenant, make any such payment or perform any such obligation on
Tenant's part to be performed. All sums so paid by Landlord and all costs
incurred by Landlord, including attorneys' fees, together with interest thereon
in a per annum amount equal to two percent (2%) in excess of the Reference Rate,
but not in excess of the maximum rate permitted by law, shall be payable to
Landlord on demand and Tenant covenants to pay any such sums, and Landlord shall
have (in addition to any other right or remedy hereunder) the same rights and
remedies in the event of the non-payment thereof by Tenant as in the case of
default by Tenant in the payment of rent.

                  30.3 TERMS; HEADINGS. The words "LANDLORD" and "TENANT" as
used herein shall include the plural, as well as the singular. The words used in
neuter gender include the masculine and feminine and words in the masculine or
feminine gender include the neuter. If there is more than one tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. The
headings or titles of this Lease shall have no effect upon the construction or
interpretation of any part hereof.

                  30.4 ENTIRE AGREEMENT. This instrument along with any exhibits
and attachments or other documents affixed hereto, or referred to herein,
constitutes the entire and exclusive agreement between Landlord and Tenant with
respect to the Premises and the estate and interest leased to Tenant hereunder.
This instrument and said exhibits and attachments and other documents may be
altered, amended, modified or revoked only by an instrument in writing signed by
both Landlord and Tenant. Landlord and Tenant hereby agree that all-prior or
contemporaneous oral understandings, agreements or negotiations relative to the
leasing of the Premises are merged into and revoked by this instrument.

                  30.5 SUCCESSORS AND ASSIGNS. Subject to the provisions of
Article 14 relating to Assignment and Sublease, this Lease is intended to and
does bind the heirs, executors, administrators and assigns of any and all of the
parties hereto.

                  30.6 NOTICES. All notices, consents, approvals, requests,
demands and other communications (collectively "NOTICES") which Landlord or
Tenant are required or desire to serve upon, or deliver to, the other shall be
in writing and mailed postage prepaid by certified or registered mail, return
receipt requested, or by personal delivery, to the appropriate address indicated
below, or at such other place or places as either Landlord or Tenant may, from
time to time, designate in a written notice given to the other. If the term
"Tenant" in this Lease refers to more than one person or entity, Landlord shall
be required to make service or delivery, as aforesaid, to any one of said
persons or entities only. Notices shall be deemed sufficiently served or given
at the time of personal delivery or three (3) days after the date of mailing
thereof; provided, however, that any notice of default to Tenant under Article
22 shall be hand-delivered to the Premises. Any notice, request, communication
or demand by Tenant to Landlord shall be addressed to the Landlord at
_____________________, and if requested in writing by the Landlord, given or

<PAGE>

served simultaneously to the Landlord's mortgagee at the address specified in
such request. Any notice, request, communication or demand by Landlord to Tenant
shall be addressed to:

                   ___________________________
                   ___________________________

(and after the Commencement Date, to the Premises). Rejection or other refusal
to accept a notice, request, communication or demand or the inability to deliver
the same because of a changed address of which no notice was given shall be
deemed to be receipt of the notice, request, communication or demand sent.

                  30.7 SEVERABILITY. If any term or provision of this Lease, the
deletion of which would not adversely affect the receipt of any material benefit
by either party hereunder, shall be held invalid or unenforceable to any extent,
the remaining terms, conditions and covenants of this Lease shall not be
affected thereby and each of said terms, covenants and conditions shall be valid
and enforceable to the fullest extent permitted by law.

                  30.8 TIME OF ESSENCE. Time is of the essence of this Lease and
each provision hereof in which time of performance is established.

                  30.9 GOVERNING LAW. This Lease shall be governed by,
interpreted and construed in accordance with the laws of the State of Nevada.

                  30.10 ATTORNEYS' FEES. If any action or proceeding is brought
by Landlord or Tenant to enforce its respective rights under this Lease, the
unsuccessful party therein shall pay all costs incurred by the prevailing party
therein, including reasonable attorneys' fees to be fixed by the court.

                  30.11 FORCE MAJEURE. Landlord shall not be liable for any
failure to comply or delay in complying with its obligations hereunder if such
failure or delay is due to acts of God, inability to obtain labor, strikes,
lockouts, lack of materials, governmental restrictions, enemy actions, civil
commotion, fire, unavoidable casualty or other similar causes beyond Landlord's
reasonable control (all of which events are herein referred to as FORCE MAJEURE
events). It is expressly agreed that Landlord shall not be obliged to settle any
strike to avoid a force majeure event from continuing.

<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date set forth in the first paragraph above.

LANDLORD:
LUKE PROPERTIES, LTD.
A NEVADA LIMITED LIABILITY COMPANY

By: /s/ Gregory A. Dean
    ----------------------

Name: Gregory A. Dean

Its: Manager

TENANT:
VESTIN GROUP, INC.
A DELAWARE CORPORATION

By: /s/ Michael Shustek
    -----------------------

Name: Michael Shustek

Its: CEO

<PAGE>

                                   EXHIBIT "A"
                                    PREMISES

                                       24

<PAGE>

                                   EXHIBIT "B"
                   MEMORANDUM OF COMMENCEMENT AND RENTAL DATE

THE UNDERSIGNED hereby covenants, represents and warrants to Luke Properties,
LLC, a Nevada limited liability company, "Owner/Lessor" of the premises
containing approximately forty thousand nine hundred forty (40,940) square feet,
known as __________________ the following:

                  1. The undersigned ("Tenant") is the Tenant of the premises
pursuant to a lease ("Lease") dated March __, 2003, entered into between the
undersigned Tenant and Owner/Lessor, and hereby acknowledges that it has
received a full and complete copy of the fully executed Lease Agreement.

                  2. The Lease is presently in full force and effect.

                  3. The Lease constitutes the entire agreement between
Owner/Lessor and Tenant, and there have been no amendments, written or oral, to
such agreement, except as set forth in Paragraph 1 above.

                  4. All improvements required under the terms of the Lease to
be made by Owner/Lessor have been satisfactorily completed and have been
accepted by the undersigned. (EXCEPTIONS TO BE STATED ON A SEPARATE ATTACHED
SHEET HERETO, EXECUTED AND DATED.)

                  5. The undersigned has accepted the Lease premises and the
keys thereto and has commenced occupancy thereof.

                  6. The term of the Lease commences on ______ and will end on
_____________. A monthly rental as of the date hereof is ________________ per
month and commences as of the date of _______________.

                  7. Rent for any fractional month shall be paid upon execution
of Owner/Lessor's Memorandum of Commencement Date.

                  8. The amount of prepaid rent is __________________ for the
month of _______________.

                  9. The amount of the prepaid security deposit paid under the
terms of the Lease is ______________.

                                    Exhibit A

<PAGE>

                  10. Tenant has provided Lessor with the required Certificate
of Insurance on the premises pursuant to Section 11.3 of the Lease Agreement.

                                                     TENANT/LESSEE:
                                                     VESTIN GROUP, INC.,
                                                     a Delaware corporation

                                                     ___________________________
                                                     By:
                                                     Its:

                                    Exhibit B

<PAGE>

                                   EXHIBIT "C"
                              RULES AND REGULATIONS

                  (a) Sidewalks, parking areas, doorways, vestibules, halls,
stairways, and similar areas shall not be obstructed nor shall refuse,
furniture, boxes, or other items be placed therein by Tenant or its officers,
agents, servants, and employees, or used for any purpose other than ingress and
egress to and from the Premises, or for going from one part of the Building to
another part of the Building. Canvassing, soliciting and peddling in the
Building are prohibited.

                  (b) Tenant shall dispose of all trash in receptacles
designated by Landlord.

                  (c) Plumbing, fixtures and appliances shall be used only for
the purposes for which constructed, and no unsuitable material shall be placed
therein.

                  (d) No signs, directories, posters, advertisements, or notices
shall be painted or affixed on or to any of the windows or doors, or in
corridors or other parts of the Building, except in such color, size, and style,
and in such places, as shall be first approved in writing by Landlord in its
reasonable discretion. Landlord shall have the right to remove all unapproved
signs without notice to Tenant, at the expense of Tenant.

                  (e) Tenant shall not do, or permit anything to be done in or
about the Building, or bring or keep anything therein, that will in any way
increase the rate of fire or other insurance on the Building, or on property
kept therein or otherwise increase the possibility of fire or other casualty.

                  (f) Corridor doors, when not in use, shall be kept closed.

                  (g) Tenant shall not cause or permit any improper noises in
the Building, or allow any unpleasant odors to emanate from the Premises, or
otherwise interfere, injure or annoy in any way other tenants, or persons having
business with them.

                  (h) No animals shall be brought into or kept in or about the
Building.

                  (i) When conditions are such that Tenant must dispose of
crates, boxes, etc. on the sidewalk, it will be the responsibility of Tenant to
dispose of same prior to 7:30 a.m. or after 5:30 p.m.

                  (j) No machinery of any kind, other than ordinary office
machines such as computers and photocopy machines and ordinary and necessary
equipment for Tenant's business shall be operated on Premises without the prior
written consent of Landlord, nor shall Tenant use or keep in the Building any
inflammable or explosive fluid or substance (including living Christmas trees
and lighted ornaments), or any illuminating materials, except candles.

                  (k) No motorcycles or similar vehicles will be allowed in any
portion of the Building

                                    Exhibit B

<PAGE>

other than the parking areas.

                  (l) No nails, hooks, or screws (other than for the purpose of
hanging normal office wall decorations) shall be driven into or inserted in any
part of the Building except as approved by Building maintenance personnel.

                  (m) Landlord has the right to evacuate the Building in the
event of an emergency or catastrophe.

                  (n) No food and/or beverages shall be distributed from
Tenant's office (other than food and beverages intended for Tenant's employees
and clients) without the prior written approval of Landlord.

                  (o) No additional locks shall be placed upon any doors without
the prior written consent of Landlord. All necessary keys shall be furnished by
Landlord, and the same shall be surrendered upon termination of this Lease, and
Tenant shall then give Landlord or its agent an explanation of the combination
of all locks on the doors or vaults. Tenant shall initially be given two (2)
keys to the Premises by Landlord.

                  (p) Tenant will not locate furnishings or cabinets adjacent to
mechanical or electrical access panels or over air conditioning outlets so as to
prevent operating personnel from servicing such units as routine or emergency
access may require. Cost of moving such furnishings for Landlord's access will
be for Tenant's account.

                  (q) Tenant shall comply with parking rules and regulations as
may be posted and distributed from time to time.

                  (r) No portion of the Building shall be used for the purpose
of lodging rooms.

                  (s) Vending machines or dispensing machines of any kind will
not be placed in the Premises by Tenant other than soft drink, candy and other
similar vending machines for the use of Tenant's employees.

                  (t) Prior written approval, which shall be at Landlord's sole
discretion, must be obtained for installation of window shades, blinds, drapes,
or any other window treatment of any kind whatsoever. Landlord will control all
internal lighting that may be visible from the exterior of the Building and
shall have the right to change any unapproved lighting at Tenant's expense.

                  (u) No Tenant shall make any changes or alterations to any
portion of the Building without Landlord's prior written approval, which may be
given on such conditions as Landlord may elect. All such work shall be done by
Landlord or by contractors and/or workers approved by Landlord, working under
Landlord's supervision. The provisions of this Paragraph shall not affect or be
deemed to supersede in any way the provisions of the Lease with regard to the
improvement

                                       C-5

<PAGE>

and alteration of the Premises.

                  (v) Tenant shall provide plexiglass or other pads for all
chairs mounted on rollers or casters.

                  (w) Landlord reserves the right to rescind any of these rules
and make such other and further rules and regulations as in its reasonable
business judgment shall from time to time be needful for the operation of the
Building, which rules shall be binding upon each Tenant upon delivery to such
Tenant of notice thereof in writing.

                                       C-6