Exhibit  10.28
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MODIFIED  INDUSTRIAL  COMPLEX  LEASE  (California)
Complex:     ALTON  PLAZA
Landlord:     ALTON  PLAZA  PROPERTY,  INC.
Tenant:     NETWORK  INSTALLATION  CORPORATION
Reference  Date:     June  29,  2004

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INDEX  TO  LEASE
PAGE
TITLE


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ARTICLE  1.     DEFINITIONS  AND  CERTAIN  BASIC  PROVISIONS  1
ARTICLE  2.     GRANTING  CLAUSE3
ARTICLE  3.     LEASEHOLD  IMPROVEMENTS/DELIVERY  OF  DEMISED  PREMISES3
ARTICLE  4.     RENT4
ARTICLE  5.     FINANCIAL  STATEMENTS  5
ARTICLE  6.     TENANT'S RESPONSIBILITY FOR TAXES, OTHER REAL ESTATE CHARGES AND
     INSURANCE  EXPENSES5
ARTICLE?.     COMMON  AREA  6
ARTICLES.     INTENTIONALLY  DELETED8
ARTICLE  9.     USE  AND  CARE  OF  DEMISED  PREMISES  8
ARTICLE  10.     MAINTENANCE  AND  REPAIR  OF  DEMISED  PREMISES^
ARTICLE  11.     ALTERATIONS^
ARTICLE  12.     LANDLORD'S  RIGHT  OF  ACCESS11
ARTICLE  13.     SIGNS;  STORE  FRONTS11
ARTICLE  14.     UTILITIES12
ARTICLE  15.     INSURANCE  COVERAGES  12
ARTICLE  16.     WAIVER  OF  LIABILITY;  MUTUAL  WAIVER  OF  SUBROGATION  14
ARTICLE  17.     DAMAGES  BY  CASUALTY  15
ARTICLE  18.     EMINENT  DOMAIN16
ARTICLE  19.     ASSIGNMENT  AND  SUBLETTING17
ARTICLE  20.     SUBORDINATION;  ATTORNMENT;  ESTOPPELS19
ARTICLE  21.     TENANT'S  INDEMNIFICATION19
ARTICLE  22.     DEFAULT  BY TENANT  AND  REMEDIES20
ARTICLE  23.     LANDLORD'S  CONTRACTUAL  SECURITY  INTEREST24
ARTICLE  24.     HOLDING  OVER25
ARTICLE  25.     NOTICES  25
ARTICLE  26.     COMMISSIONS26
ARTICLE  27.     REGULATIONS^
ARTICLE  28.     HAZARDOUS  MATERIALS27
ARTICLE  29.     MISCELLANEOUS  29
EXHIBIT  A     DEMISED  PREMISES
EXHIBIT  B     INTENTIONALLY  DELETED
EXHIBIT  C     TENANT  CONSTRUCTION  RULES  AND  REGULATIONS
EXHIBIT  D     SIGN  CRITERIA
EXHIBIT  E     RULES  AND  REGULATIONS
(California)
ARTICLE!  DEFINITIONS  AND  CERTAIN  BASIC  PROVISIONS
1.1        The  following  list  sets  out  certain  defined  terms and  certain
financial  and  other  information  pertaining  to  this  lease:
(a)        "Landlord":  Alton  Plaza  Property,  Inc.,  a  Delaware corporation.
(b)  Landlord's  address: do AEW Capital Management LP, World Trade Center East,
Two  Seaport  Lane, Boston, Massachusetts 02210, Attention: Asset Management and
Legal  Department.  Copies  of notices to Landlord delivered pursuant to Section
25.1  below  shall  also  be  delivered  to  Trammell  Crow Company, Attn.: Vice
President,  Operations,  1400  S.  Douglass  Road,  Anaheim,  California  92806.
(c)     Tenant":  Network  Installation  Corporation,  a California corporation.
(d)     Tenant's  address:  15235  Alton  Parkway, Suite 200, Irvine, California
92618.
(e)     Tenant's  trade  name:  Network  Installation  Corp.
(f)     Tenant's  Guarantor:  Not  applicable.
(g)     "Agent":  Trammell  Crow  Company.
(h)  "Complex":  Landlord's  property  in  the  City  of  Irvine, Orange County,
California,  which  property  is  commonly  known  as:  Alton  Plaza.
(i)  "Demised  Premises":  That  certain  area  in  the  Complex  containing
approximately  10,273  square  feet  in  area,  having an address of 15235 Alton
Parkway,  Suite  200,  Irvine,  California  92618,  and being described or shown
cross-hatched  on  the  floor  plan  attached  hereto  as  Exhibit  A.
(j)  "Commencement Date": The date on which the Landlord's Work is substantially
completed  (as  defined  in  Section  3.1).  The  parties  anticipate  that  the
Commencement  Date  will  occur  on  or  about  July  15,  2004.
(k) Lease term: Commencing on the Commencement Date and continuing for fifty-one
(51)  months after the Commencement Date; provided that if the Commencement Date
is  a date other than the first day of a calendar month, the lease term shall be
extended  by  the  number  of  days remaining in the calendar month in which the
Commencement  Date  occurs.
Monthly  Minimum  Guaranteed
As used herein, the term "Lease Month" shall mean each calendar month during the
lease term (and if the Commencement Date does not occur on the first (1*) day of
a  calendar  month, the period from the Commencement Date to the first (1st) day
of  the next calendar month shall be Included in the first (1st) Lease Month for
purposes  of  determining the duration of the lease term and the monthly minimum
guaranteed  rental  rate  applicable  for  such  partial  month).
(m) Common area maintenance charge: A minimum of $1,643.68 per month, payable in
advance
(n)  Prepaid  rental:  $12,430.33,  being  an estimate of the minimum guaranteed
rental, common area maintenance charge and Tenant's obligations for taxes, other
real  estate  charges and insurance, for the first month of the lease term, such
prepaid  rental  being  due  and payable upon execution of this lease by Tenant.
(o)  Security  deposit:  $17,105.00, such security deposit being due and payable
upon  execution  of  this  lease  by  Tenant.
(p)  Permitted  use:  As  Tenant's  corporate  headquarters  and  for  office
administration,  sales,  light  warehousing  and  all  other  functions directly
related  to  the  operation  of  Tenant's  communications  networking  company
consistent  with  applicable  zoning  laws  and for no other purpose whatsoever.
(q)        "Tenant's  proportionate  share":  ___%.
(r)         Tenant  parking:  Thirty-five  (35)  unreserved  parking  spaces.
1.2  The  following chart is provided as an estimate of Tenant's initial monthly
payment broken down into its components. This chart, however, does not supersede
the  specific  provisions  contained  elsewhere  in  this  lease.
Initial  Minimum  Guaranteed  Rental        $9,759.35
(Section  1.1(1))
Initial  Common  Area  Maintenance  Charge  $1,643.68
(Sections  1.1  (m)  and  7.4)
Initial  Impound  Payment  for  Taxes  and    $924.57
Other  Real  Estate  Charges
(Article  6)
Initial  Impound  Payment  for  Insurance    $102.73
(Article  6)
Total  Initial  Monthly  Payment
                                           $12,430.33
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ARTICLE  2.  GRANTING  CLAUSE
2.1  Landlord  leases  the  Demised  Premises  to  Tenant, and Tenant leases the
Demised  Premises  from Landlord, upon all of the terms and conditions set forth
in  this  lease.
ARTICLE  3.  LEASEHOLD  IMPROVEMENTS/DELIVERY  OF  DEMISED  PREMISES
3.1  Landlord  and  Tenant  presently  anticipate that possession of the Demised
Premises  will  be tendered to Tenant in the condition required by this lease on
or  about  July 15, 2004 (the "Estimated Delivery Date"). Prior to tendering the
Demised Premises to Tenant, Landlord shall, at Landlord's sole cost and expense,
(i) install Building-standard carpet in the areas noted on Exhibit A: (ii) clean
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the  carpets and floor coverings in the remainder of the Demised Premises; (iii)
demolish the existing drywall cubicles shown on Exhibit A: (iv) add the required
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drywall and other materials necessary to enclose a conference room including the
addition  of  a  door, all as more particularly shown on Exhibit A: (v) refinish
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and  paint  the  interior  walls of the newly-constructed conference room in the
Demised  Premises  using Building-standard paint; (vi) paint and patch all other
walls  that  require patching in the Demised Premises; (vii) replace all damaged
ceiling  tiles;  (viii)  replace  all  non-functioning light bulbs or electrical
fixtures  in the Demised Premises, and (ix) ensure that the Demised Premises are
"broom  swept"  (collectively,  "Landlord's  Work"). Tenant shall make its color
selection for Building-standard carpet and paint no later than the date which is
five  (5)  business  days following the full execution of this lease by Landlord
and  Tenant;  if  Tenant does not timely make its selection, Landlord shall have
sole  discretion  in  choosing such colors. The term "substantial completion" of
Landlord's  Work  shall  mean  completion  of such work in all material respects
excepting  only minor finish and touch-up work which does not interfere with the
occupancy  of  the  Demised  Premises  by  Tenant,  as  reasonably determined by
Landlord  in  good  faith.  If  Landlord  is  unable to tender possession of the
Demised  Premises  in  such  condition to Tenant by the Estimated Delivery Date,
then:  (1) the validity of this lease shall not be affected or impaired thereby;
(2)  Landlord  shall  not  be  in  default  hereunder  or  be liable for damages
therefor;  and  (3)  Tenant shall accept possession of the Demised Premises when
Landlord tenders possession thereof to Tenant. Should the lease term commence on
a  date  other  than  the  Estimated  Delivery Date, Landlord will send Tenant a
written  statement  of  such adjusted Commencement Date, and Tenant will confirm
such  adjusted  date  in  writing.
3.2  Subject  to completion of Landlord's Work and the provisions of Section 3.3
below,  the  taking  of  possession  of  the Demised Premises by Tenant shall be
conclusive evidence (a) that Tenant accepts the Demised Premises as suitable for
the  purposes for which the same are leased, (b) that Tenant accepts the Complex
and  each  and  every  part  and  appurtenance  thereof  as  being in a good and
satisfactory condition, and (c) that Landlord has fully complied with Landlord's
obligations  contained  in  his  lease  with  respect to the construction of the
Complex.  Subject to completion of Landlord's Work and the provisions of Section
3.3  below,  Tenant  acknowledges that the Demised Premises are being leased "AS
IS,"  with  Tenant accepting all defects, if any; and Landlord makes no warranty
of  any  kind, express or implied, with respect to the Demised Premises {without
limitation.  Landlord  makes  no  warranty  as  to  the habitability, fitness or
suitability  of  the  Demised  Premises  for  a particular purpose nor as to the
absence  of  any  toxic  or otherwise hazardous substances). This Section 3.2 is
subject  to  any  contrary  requirements  under applicable law; however, in this
regard Tenant acknowledges that it has been given the opportunity to inspect the
Demised  Premises  and  to  have  qualified experts inspect the Demised Premises
prior  to  the  execution  of  this  lease.
3.3 Notwithstanding anything in Section 3.2 to the contrary, on the Commencement
Date  Landlord shall deliver the Demised Premises in "broom clean" condition and
warrants  that  for  ninety  (90)  days  following  the  Commencement  Date (the
"Warranty  Period")  all  building  operating  systems,  including  the heating,
ventilation  and  air  conditioning ("HVAC"), electrical, lighting, plumbing and
loading  doors  shall  be in good operating condition. Landlord shall repair any
defective or malfunctioning component of such building systems of which Landlord
has  received  written  notice from Tenant describing the failure or malfunction
within  the  Warranty Period. Landlord shall use commercially reasonable efforts
to respond to Tenant's requests regarding necessary repairs during such Warranty
Period.
ARTICLE  4.  RENT
4.1         Intentionally  Deleted.
4.2  Rental  shall  accrue  from  the Commencement Date, and shall be payable to
Landlord  at  the  following  address:  c/o Alton Plaza Property, Inc., P.O. Box
1000,  Dept  197,  Memphis.  TN  38148-0197, oral such other address as Landlord
shall  so  notify  Tenant  from  time  to  time.
4.3  Tenant  shall  pay  to  Landlord  minimum  guaranteed  rental  in  monthly
installments in the amounts specified in Section 1.1(1) of this lease. The first
such  monthly installment shall be due and payable on or before the Commencement
Date,  and  subsequent  installments  shall  be due and payable on or before the
first day of each succeeding calendar month during the lease term; provided that
if the Commencement Date is a date other than the first day of a calendar month,
there  shall  be  due  and  payable on or before such date as minimum guaranteed
rental  for the balance of such calendar month a sum equal to that proportion of
the  rent  specified for the first full calendar month as herein provided, which
the  number  of days from the Commencement Date to the end of the calendar month
during  which the Commencement Date shall fall bears to the total number of days
in such month. Tenant agrees to pay to Landlord, if assessed by the jurisdiction
in  which  the  Complex  is  located,  any  sales,  excise or other tax imposed,
assessed  or  levied  in  connection  with  Tenant's  payment  of  rents.
4.4  It is understood that the minimum guaranteed rental is payable on or before
the  first  day  of  each calendar month (in accordance with Section 4.2 above),
without  offset  or  deduction  of  any  nature.  In the event any rental is not
received  within three (3) days after its due date for any reason whatsoever, or
if any rental payment is by check which is returned for insufficient funds, then
in  addition  to  the  past  due  amount Tenant shall pay to Landlord one of the
following  (the  choice  to  be at the sole option of Landlord unless one of the
choices  is  improper under applicable law, in which event the other alternative
will  automatically  be  deemed  to have been selected): (a) a late charge in an
amount equal to ten percent (10%) of the rental then due, in order to compensate
Landlord  for its administrative and other overhead expenses; or (b) interest on
the  rental  then  due  at  the  maximum contractual rate which could legally be
charged  in  the  event  of  a loan of such rental to Tenant (but in no event to
exceed  1-1/2%  per  month),  such interest to accrue continuously on any unpaid
balance  due  to Landlord by Tenant during the period commencing with the rental
due date and terminating with the date on which Tenant makes full payment of all
amounts  owing  to Landlord at the time of said payment. Any such late charge or
interest  payment  shall be payable as additional rental under this lease, shall
not  be  considered a waiver by Landlord of any default by Tenant hereunder, and
shall  be  payable  immediately  on  demand
4.5 If Tenant fails in two (2) consecutive months to make rental payments within
five  (5)  days after it is due, Landlord, in order to reduce its administrative
costs,  may  require, by giving written notice to Tenant (and in addition to any
late  charge  or interest accruing pursuant to Section 4.4 above, as well as any
other  rights  and remedies accnjing pursuant to Article 22 or Article 23 below,
or any other provision of this lease or at law), that minimum guaranteed rentals
are  to  be  paid  quarterly  in advance instead of monthly, and that all future
rental  payments  are  to  be  made on or before the due date by cash, cashier's
check,  or  money  order and that the delivery of Tenant's personal or corporate
check  will  no longer constitute a payment of rental as provided in this lease.
Any  acceptance  of a monthly rental payment or of a personal or corporate check
thereafter  by  Landlord  shall  not be construed as a subsequent waiver of said
rights.
4.6  Tenant  shall  pay  when  due  any  and  all sales taxes levied, imposed or
assessed  by  the  United  States  of  America,  the State of California, or any
political  subdivision  thereof  or  other  taxing  authority  upon  the minimum
guaranteed  rental,  additional  rent  and  all  other  sums  payable hereunder.
ARTICLE  5.  FINANCIAL  STATEMENTS
5.1       Intentionally  deleted.
5.2  Tenant  shall, when requested by Landlord from time to time, furnish a true
and accurate audited statement of its financial condition prepared in conformity
with  recognized  accounting principles and in a form reasonably satisfactory to
Landlord.
ARTICLE  6.
TENANT'S  RESPONSIBILITY  FOR  TAXES,  OTHER  REAL  ESTATE CHARGES AND INSURANCE
EXPENSES
6.1  Tenant  shall  be liable for all taxes levied against personal property and
trade  fixtures  placed  by  Tenant in the Demised Premises which taxes shall be
paid  when  due and before any delinquency. If any such taxes are levied against
Landlord or Landlord's property and if Landlord elects to pay the same or if the
assessed  value  of  Landlord's  property  is increased by inclusion of personal
property  and  trade  fixtures  placed  by  Tenant  in  the Demised Premises and
Landlord  elects  to  pay  the taxes based on such increase, Tenant shall pay to
Landlord  upon  demand  that  part  of  such taxes for which Tenant is primarily
liable  hereunder.
6.2  Tenant  shall also be liable for "Tenant's proportionate share" (as defined
below)  of all "real estate charges" (as defined below) and "insurance expenses"
(as  defined  below)  related  to  the  Complex  or  Landlord's ownership of the
Complex.  Tenant's  obligations  under this Section 6.2 shall be prorated during
any  partial  year  (i.e.,  the first year and the last year of the lease term).
"Tenant's  proportionate  share"  shall be a fraction, the numerator of which is
the total floor area (all of which is deemed "leasable") in the Demised Premises
and  the  denominator of which is the total leasable floor area of all buildings
in  the  Complex at the time when the respective charge was incurred, excluding,
however,  areas for which any such real estate charges or insurance expenses, or
both,  are paid by a party or parties other than Landlord. "Real estate charges"
shall  include  ad  valorem  taxes,  general  and  special  assessments, parking
surcharges,  any  tax  or  charge  for  governmental  services  (such  as street
maintenance  or  fire  protection)  which  are  attributable  to the transfer or
transaction directly or indirectly represented by this Lease, by any sublease or
assignment  hereunder  or  by  other leases in the Complex or by any document to
which  Tenant is a party creating or transferring (or reflecting the creation or
transfer  of)  any  interest or an estate in the Demised Premises and any tax or
charge  which  replaces  or  is in addition to any of such above-described "real
estate  charges";  real  estate charges shall also include any fees, expenses or
costs (including attorneys' fees, expert fees and the like) incurred by Landlord
in protesting or contesting any assessments levied or the tax rate. "Real estate
charges"  shall not be deemed to include sales tax payable by Tenant pursuant to
Section  4.6 above and any franchise, estate, inheritance or general income tax.
"Insurance  expenses"  shall include all premiums and other expenses incurred by
Landlord  for  liability  insurance  and  fire  and  extended  coverage property
insurance  (plus whatever  endorsements  or special coverages which Landlord, in
Landlord's sole discretion, may consider appropriate) business interruption, and
rent  loss,  earthquake  and  any other insurance policy which may be carried by
Landlord  insuring  the  Demised  Premises, the Common Area, the Complex, or any
improvements  thereon.
6.3 Tenant agrees to keep the Demised Premises free from any lien or attachment;
moreover,  as  to  all  periods  of time during the lease term, this covenant of
Tenant  shall  survive the termination of the lease. With regard to the calendar
year during which the lease term expires, Landlord at its option either may bill
Tenant  when  the  charges  become  payable  or may charge Tenant an estimate of
Tenant's  pro  rata share of whichever charges have been paid directly by Tenant
(based  upon  information  available  for the current year plus, if current year
information  is  not adequate In itself, information relating to the immediately
preceding  year).
6.4  At such time as Landlord has reason to believe that at some time within the
immediately  succeeding  twelve  (12)  month period Tenant will owe Landlord any
amounts  pursuant  to  one  or more of the preceding sections of this Article 6,
Landlord  may  direct  that  Tenant  prepay  monthly  a  pro rata portion of the
prospective  future payment (i.e., the prospective future payment divided by the
number  of  months  before  the  prospective future payment will be due). Tenant
agrees  that  any  such prepayment directed by Landlord shall be due and payable
monthly  on  the  same  day  that  minimum  guaranteed  rental  is  due.
6.5  In  the  event that any payment due from Tenant to Landlord is not received
within  five  (5)  days  after its due date for any reason whatsoever, or if any
such  payment  is  by  check  which  is returned for insufficient funds, then in
addition  to  the  amount then due, Tenant shall pay to Landlord interest on the
amount  then  due at the maximum contractual rate which could legally be charged
in  the  event  of  a  loan  of such amount to Tenant (but in no event to exceed
1-1/2%  per  month),  such interest to accrue continuously on any unpaid balance
until  paid.
ARTICLE  7.  COMMON  AREA
7.1  The  term  "Common  Area" is defined for all purposes of this lease as that
part  of the Complex intended for the common use of all tenants, including among
other  facilities  (as  such  may  be applicable to the Complex), parking areas,
private  streets and alleys, landscaping, curbs, loading areas, sidewalks, malls
and promenades (enclosed or otherwise), lighting facilities, drinking fountains,
meeting  rooms,  public  toilets,  and  the  like,  but  excluding  (i) space in
buildings  (now  or  hereafter  existing)  designated  for rental for commercial
purposes,  as  the  same  may  exist  from time to time; (ii) streets and alleys
maintained  by a public authority; (iii) areas within the Complex which may from
time  to  time  not  be  owned  by  Landlord  (unless  subject to a cross-access
agreement  benefiting  the  area  which includes the Demised Premises); and (iv)
areas  leased  to a single-purpose user where access is restricted. In addition,
although the roofs of the buildings in the Complex are not literally part of the
Common  Area,  they  will  be  deemed  to  be  so  included  for purposes of (i)
Landlord's  ability  to prescribe rules and regulations regarding same, and (ii)
their inclusion for purposes of common area maintenance reimbursements. Landlord
reserves  the  right  to change from time to time the dimensions and location of
the  Common  Area, as well as the dimensions, identities, locations and types of
any  buildings,  signs  or  other  improvements in the Complex. For example, and
without  limiting the generality of the immediately preceding sentence, Landlord
may  from  time  to  time substitute for any parking area other areas reasonably
accessible  to  the tenants of the Complex, which areas may be elevated, surface
or  underground.
7.2  Tenant,  and its employees and customers, and when duly authorized pursuant
to  the  provisions  of  this  lease,  its  subtenants,  licensees,  invitees,
contractors  and  concessionaires,  shall have the nonexclusive right to use the
Common  Area  (excluding  roofs of buildings in the Complex) as constituted from
time  to  time,  such  use  to  be in common with Landlord, other tenants in the
Complex  and other persons permitted by Landlord to use the same, and subject to
rights of governmental authorities, easements, and other restrictions of record.
Provided,  further,  Tenant  shall comply with the Complex Rules and Regulations
attached  hereto  as  Exhibit  E  as  well  as all changes therein and additions
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thereto  that may from time to time be adopted by Landlord for the operation and
protection  of  the  Complex  and the protection  and welfare of its tenants and
invitees.  Landlord  expressly  reserves  the right at any time and from time to
time  to  make  such  reasonable  changes  in  and  additions  to such Rules and
Regulations, provided, however, that such changes shall not become effective and
a  part  of this Lease until a copy thereof shall have been delivered to Tenant.
Without  in  any  way limiting the generality of Landlord's ability to establish
and/or  modify  rules  and regulations governing all aspects of the Common Area,
Tenant  further  agrees  as  follows:
(a)  Landlord  may from time to time designate specific areas within the Complex
or  in  reasonable  proximity  thereto in which automobiles owned by Tenant, its
employees,  subtenants,  licensees,  and  concessionaires  shall  be parked in a
non-reserved  manner  in  common  with other tenants of the Complex; and in this
regard, Tenant shall furnish to Landlord upon request a complete list of license
numbers  of  all  automobiles operated by Tenant, its employees, its subtenants,
its licensees or its concessionaires, or their employees; and Tenant agrees that
if  any automobile or other vehicle owned by Tenant or any of its employees, its
subtenants,  its  licensees or its concessionaires, or their employees, shall at
any  time  be  parked  in any part of the Complex other than the specified areas
designated for employee parking, Tenant shall pay to Landlord as additional rent
upon  demand  an  amount  equal  to the daily rate or charge for such parking as
established  by  Landlord  from time to time for each day, or part thereof, that
such  automobile or other vehicle is so parked. Subject to the foregoing, during
the  initial  lease  term,  provided no event of default has occurred under this
lease,  Landlord  agrees to make available to Tenant, at no additional charge to
Tenant,  on an unreserved basis in common with the other tenants of the Complex,
the  number  of  parking  spaces  set  out  in  Section  1.1  (r)  above.
(b) Tenant shall not solicit business within the Common Area nor take any action
which  would  interfere with the rights of other persons to use the Common Area.
(c)  Landlord may temporarily close any part of the Common Area for such periods
of  time  as  may  be necessary to make repairs or alterations or to prevent the
public  from  obtaining  prescriptive  rights.
(d)  With  regard to the roofs of the buildings in the Complex, use of the roofs
is  reserved  to  Landlord,  or  with  regard  to  any  tenant  demonstrating to
Landlord's satisfaction a need to use same, to such tenant after receiving prior
written  consent  from  Landlord.
7.3  Landlord shall be responsible for the operation, management and maintenance
of  the  Common Area, the manner of maintenance and the expenditures therefor to
be  in  the  sole  discretion  of  Landlord, but to be generally in keeping with
similar  industrial  centers  within  the same geographical area as the Complex.
Landlord  shall be the sole determinant of the type and amount of access control
services  to  be  provided,  if any. Landlord shall not be liable to Tenant, and
Tenant  hereby  waives  any  claim  against Landlord for (i) any unauthorized or
criminal  entry  of third parties into the Demised Premises or Complex, (ii) any
damage  to  persons  or property, or (iii) any loss of property in and about the
Demised  Premises  or  Complex  from  any unauthorized or criminal acts of third
parties, regardless of any action, inaction, failure, breakdown or insufficiency
of  access  control  services.
7.4  In  addition  to  the  rentals  and other charges prescribed in this lease,
Tenant  shall  pay  to  Landlord  Tenant's  proportionate  share  of the cost of
operation  and  maintenance of the Common Area which may be incurred by Landlord
in  its  discretion,  including,  among  other  costs,  those for trash removal,
lighting,  painting,  cleaning,  policing, inspecting, repairing, replacing, and
Tenant's  proportionate  share  of capital expenditures and expenses incurred by
Landlord  to  increase  the  operating efficiency of the Complex or to cause the
Common  Area  to  comply with applicable Regulations (as such term is defined in
Section  27.1),  it  being agreed that the cost of such capital expenditures and
installation  shall  be  amortized  over  the  reasonable  life  of  the capital
expenditure, with the reasonable life and amortization schedule being determined
in  accordance  with  generally  accepted  accounting  principles  consistently
applied;  the  management  fee  Landlord  pays  to  the property manager for the
Complex;  a  reasonable  allowance for Landlord's overhead costs and the cost of
any  insurance for which Landlord is not reimbursed pursuant to Section 6.2, but
specifically  excluding  all  expenses  paid  or  reimbursed  pursuant
to  Article  6.  In addition, although the roofs of the buildings in the Complex
are  not  literally part of the Common Area, Landlord and Tenant agree that roof
maintenance,  repair  and  replacement  shall  be  included  as  a  common  area
maintenance  item  to the extent not specifically allocated to Tenant under this
lease  nor  to  another  tenant  pursuant  to  its lease. With regard to capital
expenditures  other  than  the  capital  expenditures  contemplated by the first
sentence  of  this Section, (i) the original investment in capital improvements,
i.e.,  upon  the initial construction of the Complex, shall not be included, and
(ii)  improvements  and  replacements,  to  the extent capitalized on Landlord's
records,  shall  be  included only to the extent of a reasonable depreciation or
amortization  (including interest accruals commensurate with Landlord's interest
costs).  The  proportionate  share to be paid by Tenant of the cost of operation
and maintenance of the Common Area shall be computed on the ratio that the total
floor  area (all of which is deemed "leasable") of the Demised Premises bears to
the  total leasable floor area of all buildings within the Complex which is open
and  occupied  (excluding,  however,  areas  owned  or  maintained by a party or
parties other than Landlord); provided that in no event shall such share be less
than  the  amount  specified  in  Section  1.1  (m)  above. If this lease should
commence on a date other than the first day of a calendar year or terminate on a
date  other  than  the  last  day  of  a  calendar  year, Tenant's reimbursement
obligations  under  this  Section  7.4  shall  be prorated based upon Landlord's
expenses  for  the  entire  calendar  year.  Tenant  shall  make such payment to
Landlord  on  demand, at intervals not more frequent than monthly. Landlord may,
at  its  option, make monthly or other periodic charges based upon the estimated
annual  cost of operation and maintenance of the Common Area, payable in advance
but  subject  to adjustment after the end of the year on the basis of the actual
cost  for  such  year.  Landlord  has  the right to establish as a reserve, such
amounts as Landlord deems reasonable for the maintenance, repair and restoration
of  the  roof and parking of the Complex, in the event that any payment due from
Tenant  to  Landlord is not received within five (5) days after its due date for
any  reason whatsoever, or if any such payment is by check which is returned for
insufficient  funds,  then, in addition to the amount then due, Tenant shall pay
to  Landlord  interest  on  the  amount then due at the maximum contractual rate
which  could  legally be charged in the event of a loan of such amount to Tenant
(but  in  no  event  to  exceed  1-1/2%  per  month),  such  interest  to accrue
continuously  on any unpaid balance until paid. Any delay or failure of Landlord
in  delivering  any  estimate  or  statement described in this Section 7.4 or in
computing  or  billing Tenant's proportionate share of the foregoing costs shall
not  constitute  a  waiver of Landlord's right to require an increase in rent as
provided  herein or in any way impair the continuing obligations of Tenant under
this  Section.
ARTICLE  8.  INTENTIONALLY  DELETED
ARTICLE  9.  USE  AND  CARE  OF  DEMISED  PREMISES
9.1  The  Demised  Premises  shall be used and occupied by Tenant solely for the
permitted  use  specified  in  Section  1,1  (p) above and for no other purpose.
Tenant, at its sole cost and expense, shall obtain and keep in effect during the
term,  all permits, licenses and other authorizations necessary to permit Tenant
to  use  and occupy the Demised Premises for the permitted use. Without limiting
the  generality  of the foregoing. Tenant shall not use or store any gasoline or
flammable  or  so called "Red Label" materials in or about the Demised Premises.
All  equipment  used within the Demised Premises shall be subject to approval by
Landlord's  Insurance  carriers  and shall be Underwriters Laboratory or Factory
Mutual  approved  for the uses intended, evidence of which shall be furnished to
Landlord  upon  request.  Tenant shall not operate any machinery or equipment in
the  Demised  Premises  which,  in  Landlord's  sole discretion, shall cause any
excessive  noise,  vibration,  damage or disturbance to the other tenants in the
Complex.  The  Demised  Premises  shall  not  be  used  for  any  use  which  is
disreputable  or  creates  any  fire  hazard.

9.2  Tenant  shall take good care of the Demised Premises and keep the same free
from  waste  at  all  times. Tenant shall not overload the floors in the Demised
Premises,  nor  deface  or  injure  the  Demised Premises. Tenant shall keep the
Demised  Premises  and  all sidewalks, serviceways and loading areas adjacent to
the  Demised  Premises  neat, clean and free from dirt and rubbish at all times.
Tenant  shall  store  all  trash and garbage within the Demised Premises or in a
trash  dumpster  or  similar container approved by Landlord as to type, location
and screening; and Tenant shall arrange for the regular pickup of such trash and
garbage at Tenant's expense (unless Landlord finds its necessary to furnish such
a  service,  in  which event Tenant shall be charged an equitable portion of the
total  of  the charges to all tenants using the service). Receiving and delivery
of  goods and merchandise and removal of garbage and trash shall be made only in
the  manner  and  areas  prescribed  by  Landlord.  Tenant  shall not operate an
incinerator  or  burn  trash  or  garbage  within  the  Complex.
ARTICLE  10.  MAINTENANCE  AND  REPAIR  OF  DEMISED  PREMISES
10.1 Landlord shall keep the foundation, the exterior walls (except plate glass;
windows,  doors  and  other  exterior openings; window and door frames, molding,
closure  devices,  locks  and hardware; special store fronts; lighting, heating,
air  conditioning,  plumbing  and other electrical, mechanical and electromotive
installation,  equipment  and  fixtures;  signs,  placards, decorations or other
advertising  media  of  any  type;  and  interior painting or other treatment of
exterior  walls)  and roof (subject to the second sentence in Section 7.4 above)
of the Demised Premises in good repair. Landlord, however, shall not be required
to  make  any repairs occasioned by the act or negligence of Tenant, its agents,
contractors,  employees,  subtenants,  invitees,  customers,  licensees  and
concessionaires  (including,  but  not  limited  to,  roof  leaks resulting from
Tenant's  installation  of  air  conditioning  equipment  or  any  other  roof
penetration  or  placement);  and  the  provisions  of the previous sentence are
expressly  recognized  to be subject to the provisions of Article 17 and Article
18  of  this lease. In the event that the Demised Premises should become in need
of  repairs  required  to  be  made  by  Landlord  hereunder,  Tenant shall give
immediate  written  notice  thereof  to  Landlord  and  Landlord  shall  have  a
reasonable  time  after  receipt  by Landlord of such written notice in which to
make  such  repairs. Landlord shall not be liable to Tenant for any interruption
of  Tenant's  business  or inconvenience caused due to any work performed in the
Demised Premises or in the Complex pursuant to Landlord's rights and obligations
under  the  Lease,  so long as the work is performed without gross negligence or
willful  misconduct.
10.2  Tenant  shall  keep  the  Demised  Premises  in  good, clean and habitable
condition  and shall at its sole cost and expense keep the Demised Premises free
of  insects,  rodents,  vermin  and  other pests and make all needed repairs and
replacements,  including  replacement  of  cracked  or  broken glass, except tor
repairs and replacements required to be made by Landlord under the provisions of
Section  10.1,  Article  17 and Article 18. Without limiting the coverage of the
previous  sentence,  it  is  understood  that  Tenant's responsibilities therein
include the repair and replacement in accordance with all applicable Regulations
(as  defined  in Section 27.1 below) of all lighting, heating, air conditioning,
plumbing  and  other  electrical,  mechanical  and  electromotive  installation,
equipment  and fixtures and also include all utility repairs in ducts, conduits,
pipes and wiring, and any sewer stoppage located in, under and above the Demised
Premises,  regardless  of  when  or  how the defect or other cause for repair or
replacement  occurred  or  became  apparent;  provided,  however, that as to the
maintenance  and  repair of the HVAC equipment in the Demised Premises, Landlord
shall have the option of contracting directly with an HVAC servicing company for
all such work and charging Tenant for all costs thereof. If any repairs required
to  be  made by Tenant hereunder are not made within ten (10) days after written
notice  delivered  to  Tenant  by Landlord, Landlord may at its option make such
repairs  without  liability to Tenant for any loss or damage which may result to
its stock or business by reason of such repairs and Tenant shall pay to Landlord
upon  demand,  as  additional  rental  hereunder,  the cost of such repairs plus
interest  at  the maximum contractual rate which could legally be charged in the
event  of a loan of such payment to Tenant (but in no event to exceed 1-1/2% per
month),  such  interest  to  accrue  continuously  from  the  date of payment by
Landlord  until  repayment  by  Tenant.  At the expiration of this lease, Tenant
shall  surrender  the  Demised  Premises in good condition, excepting reasonable
wear  and  tear  and losses required to be restored by Landlord in Section 10.1,
Article  17  and  Article  18  of  this  lease.

10.3  Tenant  waives  the  right  to  make  repairs  at Landlord's expense under
Sections  1941  and  1942 of the California Civil Code and all other laws now or
hereafter  in  effect.
ARTICLE  11.  ALTERATIONS
11.1  Tenant  shall  not  make any alterations, additions or improvements to the
Demised  Premises  (collectively,  the  "Alterations") without the prior written
consent  of  Landlord,  except for the installation of unattached, movable trade
fixtures  which may be installed without drilling, cutting or otherwise defacing
the  Demised Premises. Tenant shall furnish complete plans and specifications to
Landlord  at  the  time it requests Landlord's consent to any Alterations if the
desired  Alterations  (i)  will  affect  the  Complex's  mechanical, electrical,
plumbing  or life safety systems or services, or (ii) will affect any structural
component  of  the  Demised  Premises  or the Complex, or (iii) will require the
filing  of  plans and specifications with any governmental or quasi-governmental
agency  or  authority,  or  (iv)  will  cost  in excess of Five Thousand Dollars
($5,000.00).  Subsequent  to  obtaining  Landlord's  consent  and  prior  to
commencement  of  the Alterations, Tenant shall deliver to Landlord any building
permit  required  by  applicable  law  and  a  copy of the executed construction
contract(s).  Tenant  shall  reimburse  Landlord  within ten (10) days after the
rendition of a bill for all of Landlord's actual out-of-pocket costs incurred in
connection  with any Alterations, including, without limitation, all management,
engineering,  outside consulting, and construction fees incurred by or on behalf
of Landlord for the review and approval of Tenant's plans and specifications and
for  the  monitoring of construction of the Alterations. If Landlord consents to
the  making  of  any  Alterations,  such  Alterations shall be made by Tenant at
Tenant's  sole cost and expense by a contractor approved in writing by Landlord.
Tenant shall give Landlord not less than ten (10) days advance written notice of
the  commencement  of Tenant's Alterations to enable Landlord to post and record
notices  of  nonresponsibility.  Tenant shall require its contractor to maintain
insurance  in  such  amounts  and  in  such  form  as  Landlord may require. Any
construction,  alteration,  maintenance,  repair,  replacement,  installation,
removal  or  decoration  undertaken  by  Tenant  in  connection with the Demised
Premises  shall  be  completed in accordance with plans and specifications which
must  be  approved  by Landlord, shall be carried out in a good, workmanlike and
prompt  manner  and  in  accordance  with  the  provisions of Exhibit C attached
                                                              ---------
hereto,  shall  comply with all applicable Regulations of the authorities having
jurisdiction  thereof,  and  shall  be subject to supervision by Landlord or its
employees,  agents  or  contractors.  Without  limiting  the  generality  of the
immediately  preceding  sentence,  any  installation  or replacement of Tenant's
heating  or  air  conditioning equipment must be effected strictly in accordance
with  Landlord's  instructions,  the  Clean  Air  Act  and  all other applicable
Regulations.  Without Landlord's prior written consent, Tenant shall not use any
portion  of  the Common Areas either within or without the Complex in connection
with the making of any Alterations. If the Alterations which Tenant causes to be
constructed  result  in  Landlord  being required to make any alterations and/or
improvements  to  other  portions  of  the  Complex  in order to comply with any
applicable Regulations, then Tenant shall reimburse Landlord upon demand for all
costs  and  expenses  incurred  by  Landlord  in  making such alterations and/or
improvements.  Any  Alterations  made  by  Tenant  shall  become the property of
Landlord  upon  installation  and  shall  remain  on and be surrendered with the
Demised Premises upon the expiration or sooner termination of this lease, except
Tenant  shall  upon  demand  by  Landlord,  at  Tenant's  sole cost and expense,
forthwith  and  with  all  due  diligence  remove  all  or  any  portion  of any
Alterations  made  by  Tenant which are designated by Landlord to be removed and
repair  and  restore  the  Demised  Premises in a good and workmanlike manner to
their  original  condition,  reasonable  wear  and  tear  excepted.
11.2  All  construction work done by Tenant within the Demised Premises shall be
performed  in  a  good  and workmanlike manner with new materials of first-class
quality,  lien-free  and  in  compliance  with all governmental requirements and
Regulations, and in such manner as to cause a minimum of interference with other
construction  in  progress  and with the transaction of business in the Complex.
Tenant agrees to indemnify Landlord and hold Landlord harmless against any loss,
liability  or damage resulting from such work, and Tenant shall, if requested by
Landlord,  furnish a bond or other security satisfactory to Landlord against any
such  loss,  liability  or  damage.

11.3  In the event Tenant uses a general contractor to perform construction work
within  the  Demised  Premises,  Tenant shall, prior to the commencement of such
work,  require  said  general  contractor  to  execute and deliver to Landlord a
waiver  and release of any and all claims against Landlord and liens against the
Complex  to  which  such contractor might at any time be entitled and to execute
and  record  a  Bond  to Pay Claims (the "Bond") and shall deliver a copy of the
recorded Bond to Landlord. Thedelivery of the waiver and release of lien and the
Bond  within  the  time period set forth above shall be a condition precedent to
Tenant's  ability  to  enter  on  and begin its construction work at the Demised
Premises  and,  if  applicable,  to  any  reimbursement  from  Landlord  for its
construction  work.
11.4  Nothing  contained  in  this  lease shall be construed as constituting the
consent or request of Landlord, express or implied, to or for the performance by
any  contractor,  laborer, materialman or vendor of any labor or services or for
the  furnishing  of  any  materials  for any construction, alteration, addition,
repair  or  demolition  of  or to the Demised Premises or any part thereof. All
materialmen,  contractors,  artisans,  mechanics, laborers and any other persons
now  or  hereafter  furnishing  any  labor,  services,  materials,  supplies  or
equipment  to  Tenant  with  respect  to any portion of the Demised Premises are
hereby  charged  with notice that they must look exclusively to Tenant to obtain
payment for same. Tenant and any subtenants shall have no power to do any act or
make any contract which may create or be the foundation of any lien, mortgage or
other  encumbrance  upon  the  reversionary  or other estate of Landlord, or any
interest  of  Landlord  in  the  Demised  Premises.  NOTICE IS HEREBY GIVEN THAT
LANDLORD  IS  NOT  AND  SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING THE DEMISED PREMISES
OR  ANY  PART THEREOF, AND THAT NO MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR,
SERVICES  OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND
TO  THE  DEMISED  PREMISES.
11.5  In  the  event  that  Landlord elects to remodel all or any portion of the
Complex,  Tenant  will  cooperate  with  such  remodeling,  including  Tenant's
tolerating  temporary inconveniences (and even the temporary removal of Tenant's
signs  in  order to facilitate such remodeling, as it may relate to the exterior
of  the  Demised  Premises).
ARTICLE  12.  LANDLORD'S  RIGHT  OF  ACCESS
12.1  Landlord and Landlord's agents and representatives shall have the right to
enter  the  Demised  Premises  at  any  time in case of an emergency, and at all
reasonable  times for any purpose permitted pursuant to the terms of this lease,
including,  but  not  limited  to,  examining  the Demised Premises; making such
repairs  or alterations therein as may be necessary or appropriate in Landlord's
sole  judgment  for  the  safety and preservation thereof; erecting, installing,
maintaining,  repairing  or  replacing  wires,  cables,  conduits, vents, ducts,
risers,  pipes,  HVAC  equipment or plumbing equipment running in, to or through
the  Demised Premises; showing the Demised Premises to prospective purchasers or
mortgagees  and  during  the  last  year of this lease, prospective tenants; and
posting  notices  of  nonresponsibility.
12.2  Tenant  shall  give  Landlord  a  key for all of the doors for the Demised
Premises,  excluding  Tenant's  vaults, safes and files. Landlord shall have the
right  to  use any and all means to open the doors to the Demised Premises in an
emergency  in  order  to  obtain  entry  thereto  without  liability  to  Tenant
therefore. Any entry to the Demised Premises by Landlord by any of the foregoing
means,  or  otherwise,  shall  not  be  construed  or deemed to be a forcible or
unlawful  entry  into  or  a  retainer  of the Demised Premises, or an eviction,
partial eviction or constructive eviction of Tenant from the Demised Premises or
any  portion thereof, and shall not relieve Tenant of its obligations hereunder.
ARTICLE  13.  SIGNS;  STORE  FRONTS
13.1  Tenant shall not place or permit to be placed any signs upon (i) the roof,
facade  or  windows  of  the  Demised  Premises, or (ii) the Common Areas or any
exterior  area  of  the  Complex without Landlord's prior written approval which
approval  shall  not  be  unreasonably withheld or delayed provided any proposed
sign  is  placed  only  in those locations as may be designated by Landlord, and
complies  with  the  sign  criteria  attached  hereto  as  Exhibit D, and as may
                                                           ----------
otherwise  be  promulgated  by  Landlord  from time to time. Notwithstanding the
foregoing,  Tenant,  at  Tenant's  sole  cost and expense, shall be permitted to
install  its standard corporate signage on the exterior of the building in which
the  Demised  Premises  are  located  in  a location to be approved by Landlord,
provided  that such sign complies with the criteria set forth in this Article 13
and has been approved by the applicable City of Irvine governmental agency. Upon
request  of  Landlord,  Tenant  shall  immediately  remove any sign, advertising
material or lettering which Tenant has placed or permitted to be placed upon the
exterior  or  interior  surface of any door or window or at any point inside the
Demised  Premises, on the exterior of the Complex if required in connection with
any  cleaning,  maintenance  or  repairs  to the Complex or which, in Landlord's
reasonable  opinion,  is  of  such  a  nature  as  to not be in keeping with the
standards  of  the  Complex  and  if Tenant fails to do so, Landlord may without
liability  remove  the  same  at Tenant's expense. Tenant shall comply with such
regulations as may from time to time be promulgated by Landlord governing signs,
advertising  material  or  lettering  of  all  tenants  in  the  Complex.
ARTICLE  14.  UTILITIES
14.1  Tenant  shall  obtain  electricity and telephone service directly from the
public  utility company furnishing same; water and sewerage charges are included
in  Common  Area  charges.  Any  meters  required  in  connection  with Tenant's
utilities shall be installed at Tenant's sole cost. Tenant shall pay all utility
deposits  and  fees,  and  all  monthly  service  charges,  for its electricity,
telephone  and  any  other  utility  services  furnished directly to the Demised
Premises  during the term of this lease, in the event any such utilities are not
separately  metered  on  the  Commencement  Date,  then  until such time as such
services  are  separately rnetered, Tenant shall pay Landlord Tenant's equitable
share of the cost of such services, as determined by Landlord. If for any reason
the  use of any utility is measured on a meter(s) indicating the usage of Tenant
and  other  tenants of the Complex, Tenant and such other tenants shall allocate
the  cost  of  such utility amongst themselves and shall each be responsible for
the  payment  of  its  allocable  share.  Landlord shall furnish and install all
piping,  feeders,  risers  and other connections necessary to bring utilities to
the  perimeter  walls  of  the  Demised  Premises.  Anything  to  the  contrary
notwithstanding,  Tenant  shall remain obligated for the payment of Tenant's pro
rata  share of any heating costs and/or other utilities or services furnished to
the  Common  Areas  pursuant  to  Section  7.4.
14.2  Tenant  shall have the right to use the existing heating, air conditioning
and  ventilation  equipment  in the Demised Premises, if any. All such equipment
shall  be maintained, repaired and replaced, as necessary, by Tenant at its sole
expense and shall be surrendered by Tenant to Landlord at the end of the term of
this  lease together with the Demised Premises. Landlord makes no representation
or  warranty  as  to the condition or capacity of such equipment. Landlord shall
have  no  obligation  whatsoever  to provide the Demised Premises with heat, air
conditioning,  ventilation  or  hot  water.
14.3  Landlord  shall  not  be liable for any interruption whatsoever, nor shall
Tenant  be  entitled to an abatement or reduction of rent on account thereof, in
utility  services  not  furnished  by Landlord, nor for interruptions in utility
services  furnished by Landlord which are due to fire, accident, strike, acts of
God  or  other  causes  beyond the control of Landlord or which are necessary or
useful  in  connection  with  making  any  alterations, repairs or improvements.
14.4  Tenant  shall  not  install  any  equipment which exceeds or overloads the
capacity  of  the  utility  facilities  serving  the  Demised  Premises.
ARTICLE  15.  INSURANCE  COVERAGES
15.1  Landlord  shall  procure  and maintain throughout the term of this lease a
policy  or  policies  of insurance, at its sole cost and expense (but subject to
Article  6  above),  causing  the  Complex to be insured under standard fire and
extended  coverage  insurance  (excluding  hurricane  and storm insurance unless
readily  obtainable  at  commercially  reasonable rates) and liability insurance
(plus  whatever  endorsements  or  special  coverages  Landlord,  in  its  sole
discretion,  may  consider  appropriate), to the extent necessary to comply with
Landlord's  obligations pursuant to other provisions of this lease. All payments
for  losses  thereunder shall be made solely to Landlord. If the annual premiums
charged  to Landlord shall exceed the standard rates because of Tenant's acts or
omissions,  Tenant's  operations,  the  contents  of  the  Demised  Premises, or
improvements  made  to  the  Demised  Premises beyond standard improvements, and
Tenant  fails  to  promptly cure such act or omission after notice thereof, then
such act or omission shall be deemed an event of default hereunder, Tenant shall
pay  the  excess  amount  of  the  premium upon demand therefor by Landlord, and
acceptance  of  such  payment  shall  not  waive  any of Landlord's other rights
hereunder,  at  law  or  equity.
15.2 Tenant shall procure and maintain throughout the term of this lease, at its
sole  cost  and  expense,  for  the  benefit  of  Tenant  and Landlord (as their
interests  may  appear)  all  of  the  following  insurance  coverages:
(a)  Commercial General Liability Insurance providing coverage for bodily injury
(including  death)  and  property damage, with coverage for premises/operations,
personal  and  advertising injury, products/completed operations and contractual
liability.  This  policy  shall  contain  a  broad  form  contractual  liability
endorsement  under which the insurer agrees to insure Tenant's obligations under
Section  16.2 and Article 21 hereof. Such insurance shall have a combined single
limit of not less than Five Million Dollars ($5,000,000) per occurrence, or such
greater  amount  as  Landlord  may  from  time  to  time require. If Tenant uses
vehicles,  owned and non-owned, in any way to carry out business on or about the
Complex,  Tenant  shall  also  maintain  Motor Vehicle Liability Insurance; such
insurance  shall  have  a  combined  single  limit  of not less than One Million
Dollars  ($1,000,000)  for  bodily  injury  and  property  damage.
(b)  Fire  and  extended coverage insurance covering Tenant's personal property,
fixtures,  improvements,  wall  coverings,  floor  coverings,  window coverings,
signs,  alterations,  furniture,  furnishings,  equipment,  lighting,  ceilings,
heating,  ventilation  and  air  conditioning  equipment  and  interior plumbing
against loss or damage by fire, flood, windstorms, hail, earthquakes, explosion,
riot,  damage  from  aircraft  and  vehicles,  smoke  damage, sprinkler leakage,
vandalism  and  malicious  mischief,  terrorism and such other risks as are from
time to time covered under "extended coverage" endorsements and special extended
coverage endorsements commonly known as "all risks" endorsements, containing the
waiver  of  subrogation  required in Section 16.3 of this lease and in an amount
equal to the greater of the full replacement value or the amount required by the
holder of any mortgage from time to time placed upon the Complex or a portion of
the  Complex  containing  the  Demised  Premises,  with  business  interruption
insurance covering the Demised Premises. Replacement value is understood to mean
the  cost  to  replace  without  deduction  for  depreciation.
(c)        State  Worker's  Compensation  Insurance  In the statutorily mandated
limits.
(d)  Employer's  Liability  Insurance  with limits of not less than Five Hundred
Thousand Dollars ($500,000) for bodily injury per accident and each disease, per
employee,  and a total combined limit for bodily injury in amounts not less than
Five  Hundred  Thousand  ($500,000)  per  accident  and  Five  Hundred  Thousand
($500,000) per each disease, or such greater amount as Landlord may from time to
time  require.
(e)        Plate  Glass  Insurance.
(f)  Host  Liquor Insurance, naming Landlord, Landlord's management, leasing and
redevelopment  agents  and  any  mortgagees designated by Landlord as additional
insureds,  covering  any liability that might arise from the provision or use of
alcoholic  beverages  by Tenant on the Demised Premises, in an amount reasonably
satisfactory  to  Landlord from time to time in light of statutory limits. It is
expressly  understood  and agreed that the foregoing minimum limits of insurance
coverage  shall  not  limit the liability of Tenant for its acts or omissions as
provided  in  this  lease.  All  of  the  foregoing insurance policies (with the
exception  of  Worker's Compensation Insurance to the extent not available under
applicable  law)  shall  name  Landlord,  AEW  Capital  Management LP, the Agent
identified  in  Section  1.1  (g),  any  redevelopment agent, any mortgagee, the
managing  agent  for  the Complex, and such other parties as Landlord shall from
time to time designate, as additional insureds as their respective interests may
appear,  through an ISO Additional Insured Endorsement CG20261185 or equivalent,
and  shall  provide  that  any  loss shall be payable to Landlord and such other
additional  insured  parties  as  their  respective  interests  may  appear. All
insurance  required  hereunder  shall  be  placed with companies which are rated
A:VII  or better by Best's Insurance Guide (or such other comparable publication
if  Best's  is no longer published) and which are licensed to do business in the
State of California. All such policies shall be written as primary policies with
deductibles not to exceed One Thousand Dollars ($1,000); provided, however, that
the  deductible for the Plate Glass Insurance shall not exceed Two Hundred Fifty
Dollars  ($250).  Any other policies, including Landlord's policy, will serve as
excess  coverage.  Tenant  shall  deliver  duplicate original copies of all such
policies  and  all  endorsements  thereto  (or  certificates evidencing that the
required  insurance coverages and endorsements, including waiver of subrogation,
are  in  full force and effect) to Landlord, prior to the Commencement Date, or,
in the case of renewals thereto, thirty (30) days prior to the expiration of the
prior  insurance policy, together with evidence that (1) such policies are fully
paid  for, and (2) no cancellation, material change or non-renewal thereof shall
be  effective  except  upon thirty (30) days' prior written notice by registered
mail  from  the insurer to Landlord, as well as to Landlord's managing agent (at
the  following  address:  30  Executive  Park,  Suite  100,  Irvine,  CA 92S14).
Whenever, in Landlord's reasonable judgment, good business practice or change in
conditions  indicate  a  need  for  additional  or different types of insurance,
Tenant  shall,  within  fifteen  (15)  days  of  receipt  of  Landlord's request
therefore,  obtain  the  insurance  at its own expense. If Tenant should fail to
comply  with  the  foregoing  requirements'  relating to insurance, Landlord may
obtain  such  insurance and Tenant shall pay to Landlord on demand as additional
rental  hereunder  the  premium  cost  thereof  plus  interest  at  the  maximum
contractual  rate  (but in no event to exceed 1-1/2% per month) from the date of
payment  by  Landlord  until  repaid  by  Tenant.
15.3 In addition to the foregoing, Tenant shall obtain certificates of insurance
evidencing  Commercial  General  Liability  Insurance,  including  Completed
Operations,  Motor  Vehicle Liability Insurance, Worker's Compensation Insurance
and  Employer's  Liability  Insurance  in  the  amounts  required above from any
contractor  or subcontractor engaged by Tenant for repairs or maintenance during
the  lease  term.
ARTICLE  16.  WAIVER  OF  LIABILITY;  MUTUAL  WAIVER  OF  SUBROGATION
16.1 Landlord and its partners, affiliates, officers, agents and employees shall
not  be  liable  to  Tenant,  nor  to  Tenant's  employees, agents, contractors,
subcontractors,  invitees,  subtenants  or  licensees,  nor  to any other person
whomsoever, for any injury to person or damage to property caused by the Demised
Premises or other portions of the Complex becoming out of repair or by defect or
failure  of  any structural element of the Demised Premises or of any equipment,
pipes,  faucets,  sprinklers,  plumbing  or  wiring,  or broken glass, or by the
backing  up  of  drains,  or  by gas, water, steam, electricity, or oil leaking,
escaping  or  flowing  into the Demised Premises (except where due to Landlord's
willful failure to make repairs required to be made by Landlord hereunder, after
the expiration of a reasonable time after written notice to Landlord of the need
for  such  repairs),  nor  shall Landlord or its partners, affiliates, officers,
agents  and  employees  be  liable to Tenant, nor to Tenant's employees, agents,
contractors, subcontractors, invitees, subtenants or licensees, nor to any other
person  whomsoever,  for any loss or damage that may be occasioned by or through
the  acts  or  omissions of other tenants of the Complex or of any other persons
whomsoever,  excepting  only  duly  authorized employees and agents of Landlord.
Landlord  shall  not  be  held  responsible  in  any  way  on  account  of  any
construction,  repair  or  reconstruction (including widening) of any private or
public  roadways,  walkways  or  utility  lines.  Tenant further agrees that all
personal  property  upon the Demised Premises, or upon loading docks, recovering
and holding areas, or freight elevators of the Building, shall be at the risk of
Tenant  only,  and  that  Landlord  shall  not  be liable for any loss or damage
thereto  or  theft  thereof.
16.2 Landlord and its partners, affiliates, officers, agents and employees shall
not  be  liable  to  Tenant  or  to  Tenant's  employees,  agents,  contractors,
subcontractors,  invitees,  subtenants  or  licensees,  or  to  any other person
whomsoever,  for  any  injury  to  person  or damage to property on or about the
Demised  Premises  or  the Common Area caused by the negligence or misconduct of
Tenant, its employees, agents, contractors, subcontractors, invitees, subtenants
or  licensees,  or  of  any  other  person entering the Complex under express or
implied  invitation  of  Tenant  (with  the  exception of invitees in the Common
Area),  or  arising  out  of  the  use of the Demised Premises by Tenant and the
conduct  of  its  business  therein,  or arising out of any breach or default by
Tenant in the performance of its obligations under this lease; and Tenant hereby
agrees  to  indemnify,  defend,  protect  and  hold  harmless  Landlord  and its
partners,  affiliates, officers, agents and employees and Landlord's management,
leasing and redevelopment agents from any loss, expense or claims arising out of
such  damage or injury. Furthermore, Tenant agrees to indemnify, defend, protect
and  hold  harmless  Landlord and its partners, affiliates, officers, agents and
employees  and  Landlord's management, leasing and redevelopment agents from and
against any and all liability, claims, demands, causes of action of any kind and
nature  arising  or  growing  out  of or in any way connected with Tenant's use,
occupancy, management or control of the Demised Premises and Tenant's operations
or activities in the Complex. Upon notice from Landlord, Tenant shall defend any
such  claim,  demand, cause of action or suit referenced hereinabove at Tenant's
expense  by  counsel  satisfactory  to  Landlord  in  its  sole  discretion.
16.3  Landlord  and  Tenant  each  hereby  release  the  other  from any and all
liability or responsibility to the other, or to any other party claiming through
or  under  them  by  way  of subrogation or otherwise, for any loss or damage to
property  caused by a casualty which is insured or insurable under standard fire
and  extended  coverage  insurance;  provided,  however, that this mutual waiver
shall  be  applicable only with respect to a loss or damage occurring during the
time  when  property  insurance  policies,  which  are  readily available in the
marketplace,  contain  a  clause or permit an endorsement to the effect that any
such release shall not adversely affect or impair the policy or the right of the
insured party to receive proceeds under the policy; provided, further, that this
release  shall  not  be  applicable  to  the  portion of any damage which is not
reimbursed  by  the  damaged  party's insurer because of the "deductible" in the
damaged  party's  insurance coverage. The release specified in this Section 16.3
is  cumulative with any releases or exculpations which may be contained in other
provisions  of  this  lease.  Landlord  and  Tenant  agree  that all policies of
insurance  obtained  by  them  pursuant to the terms of this lease shall contain
provisions  or  endorsements thereto waiving the insurer's rights of subrogation
with respect to claims against the other, and, unless the policies permit waiver
of  subrogation without notice to the insurer, each shall immediately notify its
insurance  companies of the existence of the waiver and indemnity provisions set
forth  in  this  lease.
ARTICLE  17.  DAMAGES  BY  CASUALTY
17.1 Tenant shall give immediate written notice to Landlord of any damage caused
to  the  Demised  Premises  by  fire  or  other  casualty.
17.2  In  the  event  that the Demised Premises shall be damaged or destroyed by
fire  or  other  casualty  insurable  under  standard fire and extended coverage
insurance  and  Landlord  does  not elect to terminate this lease as hereinafter
provided.  Landlord shall proceed with reasonable diligence and at its sole cost
and  expense  to  rebuild  and repair the Demised Premises. In the event (a) the
building in which the Demised Premises are located is destroyed or substantially
damaged  by a casualty not covered by Landlord's insurance, or (b) such building
is destroyed or rendered untenantable either (i) to an extent in excess of fifty
percent  (50%)  of  the  first  floor  area  by a casualty covered by Landlord's
insurance,  or  (ii)  to the extent that the building systems are inoperable and
such  systems  cannot  be  repaired in Landlord's reasonable estimate within 365
days  from  the  date  of  such damage; or (c) the holder of a mortgage, deed of
trust  or  other  lien  on  such  building  at  the time of the casualty elects,
pursuant  to  such  mortgage, deed of trust or other lien, to require the use of
all  or  part of Landlord's insurance proceeds in satisfaction of all or part of
the  indebtedness  secured  by the mortgage, deed of trust or other lien, or (d)
the  Demised  Premises  shall be damaged to the extent of fifty percent (50%) or
more  of  the  cost  of replacement, then Landlord may elect either to terminate
this  lease  or  to proceed to rebuild and repair the Demised Premises. Landlord
shall  give  written notice to Tenant of such election within one hundred twenty
(120)  days  after  the occurrence of such casualty and, if it elects to rebuild
and  repair,  shall  proceed  to do so with reasonable diligence and at its sole
cost  and  expense.
17.3  Landlord's obligation to rebuild and repair under this Article 17 shall in
any  event  be  limited  to  restoring the Demised Premises to substantially the
condition  in  which  the  same existed prior to such casualty, exclusive of any
alterations,  additions,  improvements,  fixtures  and  equipment  installed  by
Tenant.  Tenant  agrees that promptly after completion of such work by Landlord,
Tenant  will  proceed  with  reasonable  diligence and at Tenant's sole cost and
expense to restore, repair and replace all alterations, additions, improvements,
fixtures,  signs  and equipment installed by Tenant. Notwithstanding anything to
the  contrary  herein  set  forth,  Landlord shall have no duty pursuant to this
Article  17  to  repair  or restore any portion of any alterations, additions or
improvements  in  the  Demised Premises or the decorations thereto except to the
extent  that the proceeds of the insurance carried by Tenant are timely received
by  Landlord.  If  Tenant  desires any additional repairs or restoration, and if
Landlord  consents  thereto,  it shall be done at Tenant's sole cost and expense
subject  to  all of the applicable provisions of this lease. Tenant acknowledges
that  Landlord  shall be entitled to the full proceeds of any insurance coverage
whether carried by Landlord or Tenant, for damage to any alterations, additions,
improvements  or  decorations  which  would  become Landlord's property upon the
termination  of  the  lease.
17.4  Tenant  agrees  that  during any period of reconstruction or repair of the
Demised  Premises,  it  will  continue  the operation of its business within the
Demised  Premises  to  the  extent  practicable.  During  the  period  from  the
occurrence  of  the casualty until Landlord's repairs are completed, the minimum
guaranteed  rental shall be reduced to such extent as may be fair and reasonable
under  the  circumstances;  however,  there shall be no abatement of the charges
provided  for  herein.  Landlord  shall  have no liability to Tenant, and Tenant
shall  not  be  entitled  to  terminate  this  lease, by virtue of any delays in
completion  of  the  reconstruction  or  repair  of  the  Demised  Premises.
17.5  Notwithstanding  anything  to  the  contrary contained in this Article 17,
Landlord  shall  not  have  any  obligation whatsoever to repair, reconstruct or
restore the Demised Premises when the damage resulting from any casualty covered
under this Article 17 occurs during the last twenty-four (24) months of the term
of  this  lease  or  any  extension  hereof.
17.6  Tenant  hereby  waives  the  provisions  of California Civil Code Sections
1932(2)  and  1933(4)  and  the provisions of any successor or other law of like
import.
ARTICLE  18.  EMINENT  DOMAIN
18.1 If more than thirty percent (30%) of the floor area of the Demised Premises
should  be  taken for any public or quasi-public use under any governmental law,
ordinance  or regulation or by right of eminent domain or by private purchase in
lieu thereof, this lease shall terminate and the rent shall be abated during the
unexpired  portion  of  this lease, effective on the date physical possession is
taken  by  the  condemning  authority.
18.2 If less than thirty percent (30%) of the floor area of the Demised Premises
should  be  taken  as  aforesaid,  this  lease shall not terminate; however, the
minimum guaranteed rental payable hereunder during the unexpired portion of this
lease  shall  be  reduced in proportion to the area taken, effective on the date
physical possession is taken by the condemning authority. Following such partial
taking,  Landlord  shall  make  all  necessary  repairs  or  alterations  to the
remaining  premises  required  to  make  the  remaining  portions of the Demised
Premises  an  architectural whole, but in no event shall Landlord be required to
expend  an  amount  greater  than  the  award  actually  received by Landlord in
connection  with  such  taking.

18.3  If  any  part  of the Common Area should be taken as aforesaid, this lease
shall  not  terminate,  nor  shall the rent payable hereunder be reduced, except
that  either  Landlord  or  Tenant  may  terminate this lease if the area of the
Common  Area  remaining  following  such taking plus any additional parking area
provided  by  Landlord in reasonable proximity to the Complex shall be less than
seventy  percent  (70%)  of the area of the Common Area immediately prior to the
taking.  Any  election to terminate this lease in accordance with this provision
shall be evidenced by written notice of termination delivered to the other party
within  thirty  (30)  days  after  the  date physical possession is taken by the
condemning  authority.
18.4 All compensation awarded for any taking (or the proceeds of private sale in
lieu  thereof)  of  the Demised Premises or Common Area shall be the property of
Landlord,  and Tenant hereby assigns its interest in any such award to Landlord;
provided,  however,  Landlord shall have no interest in any award made to Tenant
for Tenant's moving and relocation expenses or for the loss of Tenant's fixtures
and  other tangible personal property if a separate award for such items is made
to Tenant as long as such separate award does not reduce the amount of the award
that  would  otherwise  be  awarded  to  Landlord.
18.5  The  rights  contained  in  this  Article  18  shall  be Tenant's sole and
exclusive remedy in the event of a taking or condemnation. Each party waives the
provisions  of  Sections  1265.130  and 1265.150 of the California Code of Civil
Procedure  and  the  provisions  of  any  successor or other law of like import.
18.6 Notwithstanding anything to the contrary, Landlord may terminate this lease
with  no  further  liability  to Tenant if (I) Landlord reasonably estimates the
cost  of  restoration  or reconfiguration of the Complex would exceed 25% of the
replacement  cost  of  the  Complex  or (ii) if following any taking, Landlord's
mortgagee  elects to require Landlord to apply all or a portion of such award to
the  outstanding  indebtedness.
ARTICLE  19.  ASSIGNMENT  AND  SUBLETTING
19.1  Tenant shall not assign or in any manner transfer this lease or any estate
or  interest  therein,  or  sublet  the Demised Premises or any part thereof, or
grant  any license, concession or other right of occupancy of any portion of the
Demised  Premises without the prior written consent of Landlord. Landlord agrees
that  it will not withhold consent in a wholly unreasonable and arbitrary manner
(as  further  explained  in Section 29.4 of this lease); however, in determining
whether  or  not  to  grant its consent, Landlord shall be entitled to take into
consideration  factors such as Landlord's desired tenant mix, the reputation and
net  worth  of  the  proposed transferee, and the then current market conditions
(including  market  rentals). Further, Landlord shall not be required to consent
to  any  assignment or sublease that would result in a violation of the Employee
Retirement  Income  Security  Act  of  1974, as amended ("ERISA"). Any purported
assignment  or  sublease that would result in a violation of ERISA shall be void
and  of  no effect. Landlord shall be entitled to charge Tenant a reasonable fee
for  processing Tenant's request. Consent by Landlord to one or more assignments
or  sublettings  shall  not  operate  as a waiver of Landlord's rights as to any
subsequent  assignments  and  sublettings. In all events, Landlord can refuse to
consent to an assignment or sublease if there shall exist any uncured default of
Tenant  or  a  matter  which  will  become  a  default with the passage of time.
19.2  If Tenant is a corporation, partnership or other entity and if at any time
during the term of this lease the person or persons who own a majority of either
the  outstanding  voting rights or the outstanding ownership interests of Tenant
at  the  time  of  the  execution  of this lease cease to own a majority of such
voting  rights or ownership interests (except as a result of transfers by devise
or descent), the loss of a majority of such voting rights or ownership interests
shall be deemed an assignment of this lease by Tenant and, therefore, subject in
all  respects  to  the  provisions  of Section 19.1 above. The previous sentence
shall  not apply, however, if at the time of the execution of this lease, Tenant
is  a  corporation  and the outstanding voting shares of capital stock of Tenant
are  listed  on  a  recognized  security  exchange  or  over-the-counter market.
19.3  Notwithstanding  anything  to  the  contrary contained herein, and without
prejudice  to  Landlord's  right  to  require  a  written  assumption  from each
assignee, any person or entity to whom this lease is assigned including, without
limitation,  assignees  pursuant  to  the  provisions of the Bankruptcy Code, 11
U.S.C.  Paragraph  101,  et seq. (the "Bankruptcy Code"), shall automatically be
                            ----
deemed,  by  acceptance  of  such  assignment or sublease or by taking actual or
constructive possession of the Demised Premises, to have assumed all obligations
of  Tenant  arising  under this lease effective as of the earlier of the date of
such  assignment  or  sublease  or  the  date on which the assignee or sublessee
obtains  possession of the Demised Premises. In the event this lease is assigned
to  any  person or entity pursuant to the provisions of the Bankruptcy Code, any
and  all  monies  or other consideration payable or otherwise to be delivered in
connection with such assignment shall be paid or delivered to Landlord and shall
remain  the  exclusive  property  of Landlord and not constitute the property of
Tenant  or  Tenant's  estate within the meaning of the Bankruptcy Code. All such
money  or other consideration not paid or delivered to Landlord shall be held in
trust  for  the  benefit  of Landlord and shall be promptly paid or delivered to
Landlord.
19.4  Notwithstanding  any assignment or subletting, Tenant and any guarantor of
Tenant's  obligations  under  this  lease  shall  at  all  times  remain  fully
responsible  and  liable  for  the  payment of the rent herein specified and for
compliance  with  all  of its other obligations under this lease (even if future
assignments  and sublettings occur subsequent to the assignment or subletting by
Tenant, and regardless of whether or not Tenant's approval has been obtained for
such future assignments and sublettings). Moreover, in the event that the rental
due  and  payable  by  a sublessee (or a combination of the rental payable under
such  sublease  plus  any  bonus  or  other  consideration  therefor or incident
thereto)  exceeds  the  rental payable under this lease, or if with respect to a
permitted assignment, permitted license or other transfer by Tenant permitted by
Landlord, the consideration payable to Tenant by the assignee, licensee or other
transferee  exceeds  the  rental  payable under this lease, then Tenant shall be
bound  and  obligated  to  pay  Landlord all such excess rental and other excess
consideration within ten (10) days following receipt thereof by Tenant from such
sublessee,  assignee, licensee or other transferee, as the case may be. Finally,
in  the  event  of an assignment or subletting, it is understood and agreed that
all  rentals  paid  to  Tenant  by an assignee or sublessee shall be received by
Tenant  in  trust  for Landlord, to be forwarded immediately to Landlord without
offset  or  reduction  of  any  kind; and upon election by Landlord such rentals
shall be paid directly to Landlord as specified in Section 4.2 of this lease (to
be  applied  as  a  credit  and  offset  to  Tenant's  rental  obligation).
19.5  Tenant  shall  not  mortgage, pledge or otherwise encumber its interest in
this  lease  or  in  the  Demised  Premises.
19.6  In the event of the transfer and assignment by Landlord of its interest in
this  lease  and  in  the  building  containing the Demised Premises to a person
expressly  assuming  Landlord's  obligations  under  this  lease, Landlord shall
thereby be released from any further obligations hereunder, and Tenant agrees to
look  solely  to  such  successor in interest of the Landlord for performance of
such obligations. Any security given by Tenant to secure performance of Tenant's
obligations  hereunder  may  be  assigned  and  transferred  by Landlord to such
successor  in  interest  and Landlord shall thereby be discharged of any further
obligation  relating  thereto.
19.7  Notwithstanding  anything to the contrary contained herein, Landlord shall
have the option, in its sole discretion, in the event of any proposed subletting
or  assignment, to terminate this lease, or in the case of a proposed subletting
of  less  than  the  entire  Demised  Premises,  to recapture the portion of the
Demised Premises to be sublet, as of the date the subletting or assignment is to
be  effective.  The  option shall be exercised by Landlord giving Tenant written
notice  within  sixty (60) days following Landlord's receipt of Tenant's written
notice  as required above. If this lease shall be terminated with respect to the
entire  Demised  Premises,  the  term  shall  end on the date stated in Tenant's
notice  as  the effective date of the sublease or assignment as if that date had
been  originally fixed in this lease for the expiration of the term. If Landlord
recaptures only a portion of the Demised Premises, the minimum guaranteed rental
during  the  unexpired  term  shall abate, proportionately, based on the minimum
guaranteed  rental  due  as  of  the  date  immediately prior to such recapture.
19.8  Tenant  hereby waives any suretyship defenses it may now or hereafter have
to  an  action  brought  by  Landlord including those contained in Sections 2787
through  2856,  inclusive, 2899 and 3433 of the California Civil Code, as now or
hereafter  amended,  or  similar  laws  of  like  import.
ARTICLE  20.  SUBORDINATION;  ATTORNMENT;  ESTOPPELS
20.1  Tenant accepts this lease subject and subordinate to any mortgage, deed of
trust  or  other lien presently existing or hereafter placed upon the Complex or
any  portion  of  the  Complex  which  includes the Demised Premises, and to any
renewals,  modifications  and extensions thereof and this subordination shall be
self  operative  and  no  further  instrument of subordination is needed. Tenant
agrees  that  any  mortgagee shall have the right at any time to subordinate its
mortgage,  deed  of  trust  or  other  lien  to  this  lease; provided, however,
notwithstanding  that  this  lease  may  be  (or  is  made  to be) superior to a
mortgage,  deed  of  trust  or other lien, the mortgagee shall not be liable for
prepaid rentals, security deposits and claims accruing during or with respect to
Landlord's  ownership,  any amendment or modification made to this lease without
its  prior  written  consent  or any offsets or claims against Landlord; further
provided that the provisions of a mortgage, deed of trust or other lien relative
to  the  right of the mortgagee with respect to proceeds arising from an eminent
domain  taking  (including  a  voluntary  conveyance by Landlord) and provisions
relative  to  proceeds  arising from insurance payable by reason of damage to or
destruction  of the Demised Premises shall be prior and superior to any contrary
provisions  contained  in  this  instrument with respect to the payment or usage
thereof.  Landlord is hereby irrevocably vested with full power and authority to
subordinate  this  lease  to any mortgage, deed of trust or other lien hereafter
placed  upon  the  Demised Premises or the Complex as a whole, and Tenant agrees
upon  demand  to  execute  such  further instruments subordinating this lease as
Landlord  may request. If the holder of any mortgage, indenture or deed of trust
or  similar  instrument  (each a "Mortgagee") succeeds to Landlord's interest in
the  Demised  Premises,  Tenant  shall,  upon  request  of  any  such Mortgagee,
automatically become the tenant of and attorn to and recognize such Mortgagee as
the  landlord  under  this  lease and will pay to it all rents and other amounts
payable  by  Tenant under this lease, in accordance with the applicable terms of
this  lease.  Notwithstanding  that the foregoing provisions of this Section are
self-operative,  upon request of Landlord or any Mortgagee, Tenant shall execute
and  deliver  to  Landlord  and to such Mortgagee a subordination and attornment
agreement  in recordable form confirming the foregoing and otherwise in form and
substance  acceptable  to  Landlord  and  such  Mortgagee.
20.2  Tenant  may  not  exercise  any remedies for default by Landlord hereunder
unless  and  until  Landlord  and  the  holder(s) of any indebtedness secured by
mortgage,  deed  of  trust  or  other  lien  on  the Demised Premises shall have
received  written notice of such default and a reasonable time (not less than 90
days)  shall  thereafter  have  elapsed  without  the default having been cured.
20.3  Tenant  agrees  that  it  will  from time to time upon request by Landlord
execute  and  deliver to Landlord a written statement addressed to Landlord (and
to  any  parties  designated by Landlord), which statement shall identify Tenant
and  this  lease,  shall certify 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 so modified), shall confirm that Landlord is not in default as to
any  obligations  of  Landlord  under  this lease (or if Landlord is in default,
specifying  any  default),  shall confirm Tenant's agreements contained above in
this  Article  20,  and shall contain such other information or confirmations as
Landlord  may  reasonably  require. Landlord is hereby irrevocably appointed and
authorized  as  the  agent and attorney-in-fact of Tenant to execute and deliver
any  such  written  statement on Tenant's behalf if Tenant fails to do so within
seven  (7) days after the delivery of a written request from Landlord to Tenant.
ARTICLE  21.  TENANT'S  INDEMNIFICATION
21.1 Tenant shall indemnify, defend and hold harmless Landlord, Landlord's asset
manager,  Landlord's  subasset  manager,  Landlord's partners, any subsidiary or
affiliate  of  Landlord  and  the  officers,  directors, shareholders, partners,
employees, managers, independent contractors, attorneys and agents of any of the
foregoing (collectively, the "Indemnitees") from and against any and all claims,
demands,  causes  of  action,  judgments, costs and expenses, and all losses and
damages (including consequential and punitive damages) arising from Tenant's use
of  the  Demised  Premises  or  from  the  conduct  of  its business or from any
activity, work, or other acts or things done, permitted or suffered by Tenant in
or  about  the  Demised  Premises,  and shall further indemnify, defend and hold
harmless  the  Indemnitees  from and against any and all claims 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 any act, omission or
negligence  or  willful or criminal misconduct of Tenant, or any officer, agent,
employee, independent contractor, guest, or invitee thereof, and from all costs,
attorneys'  fees  and  disbursements, and liabilities incurred in the defense of
any  such claim or any action or proceeding which may be brought against, out of
or  in  any  way  related to this lease. Upon notice from Landlord, Tenant shall
defend  any  such  claim, demand, cause of action or suit at Tenant's expense by
counsel  satisfactory  to Landlord in its sole discretion. As a material part of
the  consideration to Landlord for this lease, Tenant hereby assumes all risk of
damage  to  property or injury to persons in, upon or about the Demised Premises
from any cause, and Tenant hereby waives all claims with respect thereto against
Landlord.  Tenant shall give immediate notice to Landlord in case of casualty or
accidents  in  the  Demised  Premises.  The  provisions of this Article 21 shall
survive  the  expiration  or  sooner  termination  of  this  lease.
21.2  All  personal  property  of  Tenant,  including goods, wares, merchandise,
inventory, trade fixtures and other personal property of Tenant, shall be stored
at  the  sole risk of Tenant. Landlord or its agents shall not be liable for any
loss  or  damage  to persons or property resulting from fire, explosion, falling
plaster,  steam, gas, electricity, water or rain which may leak from any part of
the  Complex or from the pipes, appliances or plumbing works therein or from the
roof,  street  or subsurface or from any other places resulting from dampness or
any other cause whatsoever, or from the act or negligence of any other tenant or
any  officer,  agent,  employee,  contractor or guest of any such tenant, except
personal  injury  caused by or due to the gross negligence or willful misconduct
of  Landlord.  Landlord  or its agents shall not be liable for interference with
the  electrical  service,  ventilation,  or for any latent defect in the Demised
Premises.
21.3  The  parties hereto acknowledge that all or a part of the Demised Premises
may  be  used  for  the  storage  and shipment of goods not owned by Tenant, and
Landlord  is  not willing to enter into this lease unless Tenant indemnifies the
Indemnitees  to  Landlord's  satisfaction  from any liability on the part of the
Indemnitees  to the owner(s) of such goods for damage to the same arising out of
any  acts  or omissions of the Indemnitees. As a material inducement to Landlord
to  enter  into  this  lease,  Tenant  agrees  to defend, indemnify and hold the
Indemnitees  harmless  from and against any and all losses, claims, liabilities,
obligations  and  damages  imposed  upon  or  incurred  or  asserted against the
Indemnitees  by  reason  of  damage  to goods of persons storing such goods with
Tenant,  notwithstanding  the  fact  that  such  losses,  claims,  liabilities,
obligations  or  damages  may  have  been  caused  by  the  acts or omissions of
Landlord.  Tenant agrees that at all times during which it shall store goods not
owned  by  it  in  the Demised Premises, it shall insure the indemnity described
under  this  Section  21.3  in  a  manner  reasonably  satisfactory to Landlord.
Landlord  shall  not  be  deemed  a  bailee,  consignee,  or  warehouseman  (or
responsible  for  the  standard  of care incidental thereto) with respect to any
goods  stored  or  shipped  to  or  from the Demised Premises for consignment or
bailment  and  Tenant  shall  insert  a  clause  to that effect in all warehouse
receipts  or  consignment  agreements for the storage or shipment of goods to or
from  the  Demised  Premises.
ARTICLE  22.  DEFAULT  BY  TENANT  AND  REMEDIES
22.1      The following events shall be deemed to be events of default by Tenant
under  this  lease:
(a)  Tenant  shall fail to pay any installment of rental or any other obligation
under  this lease involving the payment of money and such failure shall continue
for  a period of three (3) days after such payment shall become due and payable.
(b)  Tenant shall fail to comply with any provision of this lease, other than as
described in subsection (a) above, and either shall not cure such failure within
fifteen  (15)  days  after  written notice thereof to Tenant, or shall cure that
particular  failure  but  shall  again fail to comply with the same provision of
this  lease  within  three (3) months after Landlord's written notice; provided,
however,  that  any such notice shall be in lieu of, and not in addition to, any
notice  required  under  Section  1161  etsea.  of  the California Code of Civil
Procedure.
(c)  Tenant  or  any  guarantor  of  Tenant's obligations under this lease shall
become  insolvent, or shall make a transfer in fraud of creditors, or shall make
an  assignment  for  the  benefit  of  creditors.
(d)  Tenant or any guarantor of Tenant's obligations under this lease shall file
a  petition  under  any  section  or  chapter of the federal Bankruptcy Code, as
amended,  or  under any similar law or statute of the United States or any state
thereof;  or  Tenant  or  any guarantor of Tenant's obligations under this lease
shall  be  adjudged bankrupt or insolvent in proceedings filed against Tenant or
any  guarantor  of  Tenant's  obligations  under  this  lease  thereunder.
(e) A receiver or Trustee shall be appointed for the Demised Premises or for all
or  substantially  all  of  the  assets  of  Tenant or any guarantor of Tenant's
obligations  under  this  lease.
(f)  Tenant  shall  desert  or  vacate or shall commence to desert or vacate the
Demised  Premises  or  any substantial portion of the Demised Premises or at any
time  prior  to  the  last  month  of  the lease term shall remove or attempt to
remove,  without  the  prior  written  consent of Landlord, all or a substantial
amount  of  Tenant's  goods,  wares,  equipment,  fixtures,  furniture, or other
personal  property.
(g)  Tenant shall do or permit to be done anything which creates a lien upon the
Demised  Premises  or  upon  all  or  any  part  of  the  Complex.
(h)  Any  transfer  of  a  substantial  portion  of the assets of Tenant, or any
incurrence  of  a  material  obligation  by  Tenant,  unless  such  transfer  or
obligation is undertaken or incurred in the ordinary course of Tenant's business
or  in  good  faith  for  equivalent  consideration, or with Landlord's consent.
(i)  The  default  of any guarantors of Tenant's obligations hereunder under any
guaranty  of  this Lease, or the attempted repudiation or revocation of any such
guaranty.
22.2     Upon  the  occurrence of any such event of default, Landlord shall have
the  option  to  pursue  any one or more of the following remedies to the extent
permitted  by  law:
(a)  Without  any further notice or demand whatsoever, Tenant shall be obligated
to  reimburse  Landlord  for the damages suffered by Landlord as a result of the
event  of  default, plus interest on such amount at the maximum contractual rate
which  could  legally be charged in the event of a loan of such amount to Tenant
(but in no event to exceed 1-1/2% per month); and Landlord may pursue a monetary
recovery  from  Tenant.
(b)  Without  any further notice or demand whatsoever, Landlord may take any one
or  more  of  the  actions permissible at law to insure performance by Tenant of
Tenant's covenants and obligations under this lease. In this regard, and without
limiting the generality of the immediately preceding sentence, it is agreed that
if Tenant fails to open for business as required in this lease or, having opened
for  business,  deserts or vacates the Demised Premises, Landlord may enter upon
and take possession of such premises in order to protect them from deterioration
and  continue  to  demand  from  Tenant  the  monthly  rentals and other charges
provided  in  this  lease, without any obligation to relet; however, if Landlord
does,  at  its sole discretion, elect to relet the Demised Premises, such action
by  Landlord  shall  not  be  deemed  an acceptance of Tenant's surrender of the
Demised Premises unless Landlord expressly notifies Tenant of such acceptance in
writing  pursuant  to  this  Section  22.2(b),  Tenant hereby acknowledging that
Landlord  shall  otherwise be reletting as Tenant's agent and Tenant furthermore
hereby  agreeing  to  pay  to  Landlord  on demand any deficiency that may arise
between  the  monthly  rentals and other charges provided in this lease and that
actually collected by Landlord. In the event that Landlord shall elect to relet,
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 (including
brokerage commissions); third, to the payment of the cost of any alterations and
repairs  to  the Demised Premises; fourth, to the payment of rent due and unpaid
hereunder;  and  the  residue,  if any, shall be held by Landlord and applied in
payment  of future rent as the same may become due and payable hereunder. Should
reletting,  during any month to which such rent is applied, result in the actual
payment  of  rentals  at  less than the rent payable during that month by Tenant
hereunder,  then  Tenant  shall pay such deficiency to Landlord immediately upon
demand  therefor  by  Landlord.  Such  deficiency  shall  be calculated and paid
monthly. Tenant shall also pay to Landlord as soon as ascertained, any costs and
expenses  incurred  by  Landlord in such reletting or in making such alterations
and repairs not covered by the rentals received from such reletting. Finally, it
is  agreed  that  in  the  event  of  any  default described in Section 22.1(g),
Landlord  may  pay or bond around such lien, whether or not contested by Tenant;
and  in  such  event Tenant agrees to reimburse Landlord on demand for all costs
and  expenses  incurred  in connection with any such action, with Tenant further
agreeing  that  Landlord  shall  in no event be liable for any damages or claims
resulting from such action. No action or inaction by Landlord including, without
limitation,  the  re-entry  or  taking  of possession of the Demised Premises by
Landlord  pursuant  to this Section 22.2(b) shall be construed as an election to
terminate  this  lease  or  as  interference with Tenant's rights of possession,
assignment or subletting unless a written notice of such election shall be given
to  Tenant  or unless the termination thereof be decreed by a court of competent
jurisdiction.  Notwithstanding  any  reletting  without termination by Landlord,
Landlord  may,  at  any time after such reletting, elect to terminate this lease
for  any  such  default.
(c)  Landlord  may  terminate  this  lease by written notice to Tenant, in which
event  Tenant  shall  immediately surrender the Demised Premises to Landlord. In
the  event  that  Landlord shall elect to so terminate this lease, then Landlord
may  recover  from  Tenant:
(I)     The  worth  at  the  time  of  award  of  any unpaid rent which had been
earned  at  the  time  of  such  termination;  plus
(ii) The worth at the time of award of the amount by which the unpaid rent which
would  have  been  earned  after termination until the time of award exceeds the
amount  of  such  rental  loss Tenant proves reasonably could have been avoided;
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 award exceeds the amount of such
rental  loss  that  Tenant  proves  reasonably  could  be  avoided;  plus
(iv)  Any  other  amount  necessary  to  compensate  Landlord  for all detriment
proximately  caused  by  Tenant's  failure to perform its obligations under this
lease  or which in the ordinary course would be likely to result therefrom; plus
(v)  At Landlord's election, such other amounts in addition to or in lieu of the
foregoing  as  may  be permitted from time to time by applicable California law.
As used in subparagraphs (i) and (ii) above, the "worth at the time of award" is
computed  by  allowing interest at the maximum rate permitted by law. As used in
subparagraph  (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%).
Forbearance  by  Landlord to enforce one or more of the remedies herein provided
upon an event of default shall not be deemed or construed to constitute a waiver
of  such  default.  Tenant  hereby  waives for Tenant and for all those claiming
under  Tenant all right now or hereafter existing to redeem by order or judgment
of any court or by any legal process or writ, Tenant's right of occupancy of the
Demised  Premises  after  any  termination of this lease. (d) In addition to all
other  rights  and remedies provided Landlord in this lease and by law, Landlord
shall  nave  the  remedy  described  in  California  Civil  Code  Section 1951.4
(Landlord may continue the lease in effect after Tenant's breach and abandonment
and  recover  rent as it becomes due if Tenant has the right to sublet or assign
the  lease,  subject  to  reasonable  limitations).
22.3  It  is expressly agreed that in determining "the unpaid rent" as that term
is  used  throughout  Sections  22.2(c)(i) and 22.2(c)(ii) above, there shall be
added  to  the minimum guaranteed rental (as specified in Section 1.1(1) of this
lease)  a  sum  equal  to  the  charges  for  maintenance of the Common Area (as
specified  in  Sections  1.1  (m)  and  7.4 of this lease), and the payments for
taxes,  charges  and  insurance  (as  specified  in  Article  6  of this lease).
22.4  It  is  further  agreed that, in addition to payments required pursuant to
Sections  22.2(b)  and  22.2(c)  above, Tenant shall compensate Landlord for all
expenses  incurred by Landlord in repossession (including, among other expenses,
any  increase  in  insurance  premiums  caused  by  the  vacancy  of the Demised
Premises),  all  expenses  incurred  by  Landlord in reletting (including, among
other  expenses, repairs, remodeling, replacements, advertisements and brokerage
fees),  all concessions granted to a new tenant upon reletting (including, among
other concessions, renewal options), all losses incurred by Landlord as a djrect
or  indirect  result  of  Tenant's  default  (including, among other losses, any
adverse  reaction  by  Landlord's  mortgagee  or  by  other tenants or potential
tenants of the Complex) and a reasonable allowance for Landlord's administrative
efforts,  salaries  and overhead attributable directly or indirectly to Tenant's
default  and  Landlord's  pursuing  the  rights and remedies provided herein and
under  applicable  law.
22.5  Landlord  may  restrain  or  enjoin any breach or threatened breach of any
covenant, duty or obligation of Tenant herein contained without the necessity of
proving  the inadequacy of any legal remedy or irreparable harm. The remedies of
Landlord  hereunder  shall be deemed cumulative and not exclusive of each other.
22.6  If  on  account  of  any  breach  or  default by Tenant in its obligations
hereunder,  Landlord  shall employ an attorney to present, enforce or defend any
of  Landlord's rights or remedies hereunder, Tenant agrees to pay any reasonable
attorneys'  fees  incurred  by  Landlord  in  such  connection.
22.7  Tenant acknowledges its obligation to deposit with Landlord the sum stated
in Section 1.1(0) above, to be held by Landlord without interest as security for
the  performance  by  Tenant  of  Tenant's  covenants and obligations under this
lease.  Tenant  agrees that such deposit may be commingled with Landlord's other
funds and is not an advance payment of rental or a measure of Landlord's damages
in  case  of  default  by Tenant. Upon the occurrence of any event of default by
Tenant,  Landlord  may, from time to time, without prejudice to any other remedy
provided  herein  or  provided  by law, use such fund to the extent necessary to
make  good  any  arrears  of  rentals  and  any other damage, injury, expense or
liability  caused  to Landlord by such event of default, and Tenant shall pay to
Landlord  on  demand  the  amount  so  applied  in order to restore the security
deposit  to  its original amount. The security deposit shall be increased as the
minimum  guaranteed  rental increases and such increase shall be due and payable
on the same date that each minimum guaranteed rental increase becomes effective.
If  Tenant  is  not  then  in  default  hereunder, any remaining balance of such
deposit  shall  be returned by Landlord to Tenant upon termination of this lease
(subject  to  the  provisions  of  Section 19.6 above). Tenant hereby waives the
protections  of  Section  1950.7(c)  of  the  California  Civil  Code, as it may
hereafter  be  amended,  or  similar  laws  of  like  import.
22.8  (a)  In  the  event  of  any  default  described  in  Section 22.1(d), any
assumption  and  assignment must conform with the requirements of the Bankruptcy
Code  and,  in order to provide Landlord with the assurances contemplated by the
Bankruptcy  Code,  Tenant must fulfill the following obligations, in addition to
any  other  reasonable  obligations  that  Landlord  may  require,  before  any
assumption  of  this lease is effective: (i) all defaults under Section 22.1 (a)
must  be cured within ten (10) days after the date of assumption; (ii) all other
defaults under Section 22.1 of this lease other than under Section 22.1 (d) must
be  cured within fifteen (15) days after the date ofassumption; (iii) all actual
monetary  losses incurred by Landlord (including, but not limited to, reasonable
attorneys' fees) must be paid to Landlord within ten (10) days after the date of
assumption;  and  (iv) Landlord must receive within ten (10) days after the date
of  assumption  a  security  deposit  in  the  amount  of six (6) months minimum
guaranteed  rent (using the minimum guaranteed rent in effect for the first full
month immediately following the assumption) and an advance prepayment of minimum
guaranteed rent in the amount of three (3) months minimum guaranteed rent (using
the  minimum  guaranteed  rent  in  effect  for the first full month immediately
following  the  assumption), both sums to be held by Landlord in accordance with
Section  22.7  above  and deemed to be rent under this lease for the purposes of
the  Bankruptcy  Code  as  amended  and  from  time  to  time  in  effect.
(b)  In  the  event this lease is assumed in accordance with the requirements of
the  Bankruptcy  Code  and  this  lease,  and is subsequently assigned, then, in
addition  to  any  other reasonable obligations that Landlord may require and in
order  to  provide  Landlord  with the assurances contemplated by the Bankruptcy
Code,  Landlord shall be provided with (i) a financial statement of the proposed
assignee  prepared  in  accordance with generally accepted accounting principles
consistently  applied,  though  on a cash basis, which reveals a net worth in an
amount  sufficient,  in  Landlord's  reasonable  judgment,  to assure the future
performance  by  the proposed assignee of Tenant's obligations under this lease;
or  (il)  a  written  guaranty  by one or more guarantors with financial ability
sufficient  to  assure the future performance of Tenant's obligations under this
lease,  such  guaranty to be in form and content satisfactory to Landlord and to
cover  the  performance  of  all  of  Tenant's  obligations  under  this  lease.
ARTICLE  23  LANDLORD'S  CONTRACTUAL  SECURITY  INTEREST
23.1  In  addition  to the statutory Landlord's lien, Landlord shall have at all
times  a valid security interest to secure payment of all rentals and other sums
of  money  becoming  due  hereunder  from  Tenant,  and to secure payment of any
damages  or  loss which Landlord may suffer by reason of the breach by Tenant of
any  covenant,  agreement  or condition contained herein, upon all goods, wares,
equipment,  fixtures,  furniture,  improvements  and  other personal property of
Tenant  presently,  or which may hereafter be, situated on the Demised Premises,
and  all  proceeds therefrom, and such property shall not be removed without the
consent  of  Landlord  until all arrearages in rent as well as any and all other
sums  of money then due to Landlord or to become due to Landlord hereunder shall
first  have  been  paid  and  discharged  and  all the covenants, agreements and
conditions  hereof  have  been fully complied with and performed by Tenant. Upon
the  occurrence  of  an event of default by Tenant, Landlord may, in addition to
any  other  remedies  provided  herein, enter upon the Demised Premises and take
possession  of  any  and  all  goods,  wares,  equipment,  fixtures,  furniture,
improvements  and  other  personal  property  of  Tenant situated on the Demised
Premises,  without  liability  for  trespass or conversion, and sell the same at
public  or private sale, with or without having such property at the sale, after
giving  Tenant  reasonable notice of the time and place of any public sale or of
the  time  after which any private sale is to be made, at which sale Landlord or
its  assigns  may  purchase unless otherwise prohibited by law. Unless otherwise
provided  by  law,  and  without intending to exclude any other manner of giving
Tenant  reasonable  notice, the requirement of reasonable notice shall be met if
such  notice  is  given in the manner prescribed in this lease at least five (5)
days  before  the time of sale. Any sale made pursuant to the provisions of this
Section  shall  be deemed to have been a public sale conducted in a commercially
reasonable  manner  if  held  in  the  Demised Premises or where the property is
located  after  the  time, place and method of sale and a general description of
the  types  of  property  to  be  sold have been advertised in a daily newspaper
published  in  the  county  in  which  the  property  is  located,  for five (5)
consecutive  days  before  the  date  of  the  sale.  The proceeds from any such
disposition,  less any and all expenses connected with the taking of possession,
holding  and  selling  of the property (including reasonable attorneys' fees and
legal  expenses),  shall be applied as a credit against the indebtedness secured
by  the  security interest granted in this Section. Any surplus shall be paid to
Tenant  or  as  otherwise  required  by  law;  Tenant shall pay any deficiencies
forthwith.  Tenant  hereby  agrees  that  a  carbon,  photographic  or  other
reproduction  of  this  lease  shall  be  sufficient  to  constitute a financing
statement. Tenant nevertheless agrees that upon request by Landlord, Tenant will
execute  and  deliver  to  Landlord a  financing statement in form sufficient to
perfect  the  security  interest  of Landlord in the aforementioned property and
proceeds thereof under the provisions of the California Uniform Commercial Code,
as  well  as any other state the laws of which Landlord may at any time consider
to  be  applicable; moreover, Landlord is hereby irrevocably vested with a power
of  attorney  from  Tenant  to  execute any and all such financing statements on
behalf  of  Tenant.
23.2  Notwithstanding Section 23.1, Landlord agrees that it will subordinate its
security  interest  and  landlord's  lien  to  the security interest of Tenant's
supplier  or institutional financial source for as long as the rental account of
Tenant  under  this  lease is current (or is brought current), provided that (i)
Landlord  approves  the  transaction  as  being reasonably necessary to Tenant's
operations  at the Demised Premises, (ii) the subordination must be limited to a
specified  transaction  and  specified  items  of  the  fixtures,  equipment  or
inventory  involved  in  the  transaction,  (iii) such subordination shall be in
writing,  signed  by  all parties and in a form acceptable to Landlord; and (iv)
Tenant  promptly  reimburses  Landlord  for  Landlord's  reasonable  legal  and
administrative  fees incurred in providing any such subordination or lien waiver
agreement.
ARTICLE  24.  HOLDING  OVER
24.1 In the event Tenant remains in possession of the Demised Premises after the
expiration  of  this lease and without the execution of a new lease, it shall be
deemed to be occupying said premises as a tenant from month to month at a rental
equal  to  the  rental  herein  provided plus one hundred percent (100%) of such
amount  and  otherwise subject to all the conditions, provisions and obligations
of  this  lease  insofar as the same are applicable to a month-to-month tenancy.
Neither  any  provision  hereof  nor  acceptance  by Landlord of rent after such
expiration  or  earlier  termination  shall  be  deemed  a consent to a holdover
hereunder  or  result  in  a  renewal of this lease or an extension of the Term.
Notwithstanding  any  provision  to  the contrary contained herein, (i) Landlord
expressly  reserves  the  right to require Tenant to surrender possession of the
Demised  Premises  upon  the  expiration  of  the Term of this lease or upon the
earlier  termination  hereof,  the right to renter the Demised Premises, and the
right  to  assert  any  remedy  at  law or in equity to evict Tenant and collect
damages  in  connection  with  any  such  holding  over,  and  (ii) Tenant shall
indemnify,  defend  and  hold  Landlord  harmless  from  and against any and all
claims,  demands,  actions,  losses,  damages,  obligations, costs and expenses,
including,  without limitation, attorneys' fees incurred or suffered by Landlord
by  reason  of  Tenant's  failure  to  surrender  the  Demised  Premises  on the
expiration  or  earlier  termination  of  this  Lease  in  accordance  with  the
provisions  of  this  lease.
ARTICLE  25.  NOTICES
25.1  Wherever  any notice is required or permitted hereunder, such notice shall
be  in  writing.  Any  notice  or document required or permitted to be delivered
hereunder  shall  be  deemed  to  be  delivered  when  actually  received by the
designated  addressee or, if earlier and regardless of whether actually received
or  not,  when  deposited  in the United States mail, postage prepaid, certified
mail,  return  receipt  requested,  addressed  to  the  parties  hereto  at  the
respective  addresses  set out in Section 1.1 above (or at Landlord's option, to
Tenant  at  the  Demised  Premises),  or  at  such  other addresses as they have
theretofore  specified  by  written  notice.
25.2  If and when included within the term "Landlord" as used in this instrument
there  are  more than one person, firm or corporation, all shall jointly arrange
among  themselves  for  their  joint  execution of such a notice specifying some
individual  at  some specific address for the receipt of notices and payments to
Landlord;  if  and  when  included  within  the  term  "Tenant"  as used in this
instrument  there  are  more  than  one  person,  firm or corporation, all shall
jointly  arrange  among  themselves  for  their joint execution of such a notice
specifying  some  individual at some specific address for the receipt of notices
and  payments  to  Tenant.  All parties included within the terms "Landlord" and
"Tenant,"  respectively,  shall  be  bound  by  notice  and  payments  given  in
accordance with the provisions of this Article to the same effect as if each had
received  such  notice  or  payment.  In addition, Tenant agrees that actions by
Landlord  and  notices  to  Tenant hereunder may be taken or given by Landlord's
attorney,  property  manager  or  other  agent.
ARTICLE  26.  COMMISSIONS
26.1  Landlord  shall  pay to CB Richard Ellis ("Landlord's Broker) a commission
for  negotiating  this  lease,  in  accordance  with  the  Exclusive  Listing
Agreement-Leasing  between  Landlord  and Landlord's Broker. Tenant and Landlord
warrant  that  they  have had no dealings with any broker or agent in connection
with  this  lease,  other  than Landlord's Broker and Lee & Associates (Tenant's
broker).  Landlord  and Tenant covenant to pay, hold harmless and indemnify each
other  from  and  against  any  and  all  cost,  expense  or  liability  for any
compensation,  commissions  or  charges  claimed  by  any  other broker or agent
utilized by the indemnitor with respect to this lease or the negotiation hereof.
ARTICLE  27.  REGULATIONS
27.1  Landlord  and  Tenant  acknowledge  that  there  are now in effect and may
hereafter  be  enacted  or  go  into effect federal, state, county and municipal
laws,  orders,  rules,  directives  and regulations relating to or affecting the
Demised  Premises  or  the  Complex, concerning the impact on the environment of
construction,  land  use,  maintenance  and  operation  of  structures, toxic or
otherwise hazardous substances, and, the conduct of business, including, without
limitation,  the  Americans With Disabilities Act of 1990 and the Clean Air Act
and regulations issued thereunder (all of the foregoing, as amended from time to
time, being herein called the "Regulations"). Tenant will not cause or permit to
be caused, any act or practice, by negligence, omission or otherwise, that would
adversely  affect  the  environment or do anything or permit anything to be done
that would violate any of said Regulations. Moreover, Tenant shall have no claim
against  Landlord  by  reason of any changes Landlord may make in the Complex or
the  Demised  Premises  pursuant to said Regulations or any charges imposed upon
Tenant,  Tenant's  customers  or  other  invitees  pursuant  to  same.
27.2  If,  by  reason  of  any  Regulations,  the  payment to, or collection by,
Landlord  of any rental or other charge (collectively referred to hereinafter as
"Lease  Payments")  payable  by Tenant to Landlord pursuant to the provisions of
this  lease  is  in excess of the amount (the "Maximum Charge") permitted by the
Regulations,  then  Tenant,  during  the  period  (the "Freeze Period") when the
Regulations shall be in force and effect shall not be required to pay, nor shall
Landlord  be permitted to collect, any sum in excess of the Maximum Charge. Upon
the  earlier of (i) the expiration of the Freeze Period, or (ii) the issuance of
a  final  order  or  judgment of a court of competent jurisdiction declaring the
Regulations  to  be  invalid  or not applicable to the provisions of this lease,
Tenant,  to the extent not then proscribed by law, and commencing with the first
day  of  the  month  immediately  following, shall pay to Landlord as additional
rental,  in  equal  monthly  installments during the balance of the term of this
lease,  a sum equal to the cumulative difference between the Maximum Charges and
the  Lease Payments during the Freeze Period. If any provisions of this Section,
or  the  application  thereof, shall to any extent be declared to be invalid and
unenforceable,  the  same  shall  not  be  deemed  to  affect  any  of the other
provisions  of this Section or of this lease, all of which shall be deemed valid
and  enforceable  to  the  fullest  extent  permitted  by  law.
27.3  Tenant  acknowledges  that  it  will  be  wholly  responsible  for  any
accommodations  or  alterations which need to be made to the Demised Premises to
accommodate  disabled  employees  and  customers  of  Tenant,  including without
limitation,  the  requirements under the Americans With Disabilities Act of 1990
and  any equivalent California law. Any alterations made to the Demised Premises
in  order  to comply with either statute must be made solely at Tenant's expense
and in compliance with all terms and requirements of this lease. Landlord agrees
to  make reasonable efforts to ensure that the Common Area is in compliance with
the  applicable  disability  access laws as of the date hereof If a complaint is
received  by  Landlord  from  either  a  private  or government source regarding
disability access to the Common Area of the Complex, Landlord reserves the right
to  mediate,  contest,  comply  with  or  otherwise respond to such complaint as
Landlord  deems  to  be  reasonably prudent under the circumstances. If Landlord
decides to make alterations to the Common Area of the Complex in response to any
such  complaints  or  in response to legal requirements Landlord considers to be
applicable to the Common Area of the Complex, the cost of such alterations shall
be included in the Common Area maintenance charge under this lease. Landlord and
Tenant  agree  that  so long as the governmental entity or entities charged with
enforcing  such  statutes  have not expressly required Landlord to take specific
action  to  effectuate  compliance  with  such  statutes,  Landlord  shall  be
conclusively  deemed  to  be  in compliance with such statutes. Tenant agrees to
provide  Landlord  with written notice should Tenant become aware of a violation
of  such  statutes  with  respect  to  the Common Area. In the event Landlord is
required  to  take  action to effectuate compliance with such statutes, Landlord
shall  have a reasonable period of time to make the improvements and alterations
necessary  to effectuate such compliance, which period of time shall be extended
by  any time necessary to cause any necessary improvements and alterations to be
made.
ARTICLE  28.  HAZARDOUS  MATERIALS
28.1  During  the term of this lease, Tenant shall comply with all Environmental
Laws  and  Environmental  Permits  (each  as  defined  in  Section  28.7 hereof)
applicable to the operation or use of the Demised Premises, will cause all other
persons  occupying  or  using  the  Demised  Premises  to  comply  with all such
Environmental  Laws  and Environmental Permits, will immediately pay or cause to
be  paid  all costs and expenses incurred by reason of such compliance, and will
obtain  and renew all Environmental Permits required for the operation or use of
the  Demised  Premises.
28.2  Tenant  shall  not generate, use, treat, store, handle, release or dispose
of,  or  permit  the  generation,  use, treatment, storage, handling, release or
disposal  of  Hazardous  Materials  (as  defined  in Section 28.7 hereof) on the
Demised  Premises,  or the Complex, or transport or permit the transportation of
Hazardous  Materials  to  or from the Demised Premises or the Complex except for
limited  quantities  used  or  stored  at  the  Demised Premises and required in
connection  with  the routine operation and maintenance of the Demised Premises,
and  then  only  upon the written consent of Landlord and in compliance with all
applicable  Environmental  Laws  and  Environmental  Permits.
28.3  At  any time and from time to time during the term of this lease, Landlord
may perform, at Tenant's sole cost and expense, an environmental site assessment
report  concerning the Demised Premises, prepared by an environmental consulting
firm  chosen  by  Landlord,  indicating  the  presence  or  absence of Hazardous
Materials  caused  or  permitted  by  Tenant  and  the  potential  cost  of  any
compliance,  removal  or  remedial  action in connection with any such Hazardous
Materials  on  the  Demised  Premises.  Tenant  shall grant and hereby grants to
Landlord  and  its agents access to the Demised Premises and specifically grants
Landlord  an  irrevocable non-exclusive license to undertake such an assessment;
and  the cost of such assessment shall be immediately due and payable on demand.
28.4 Tenant will immediately advise Landlord in writing of any of the following:
(1)  any  pending  or threatened Environmental Claim (as defined in Section 28.7
hereof)  against Tenant relating to the Demised Premises or the Complex; (2) any
condition  or occurrence on the Demised Premises or the Complex that (a) results
in  noncompliance  by Tenant with any applicable Environmental Law, or (b) could
reasonably  be  anticipated  to form the basis of an Environmental Claim against
Tenant  or  Landlord or the Demised Premises; (3) any condition or occurrence on
the  Demised  Premises or any property adjoining the Demised Premises that could
reasonably  be  anticipated  to  cause the Demised Premises to be subject to any
restrictions  on the ownership, occupancy, use or transferability of the Demised
Premises  under  any Environmental Law; and (4) the actual or anticipated taking
of any removal or remedial action by Tenant in response to the actual or alleged
presence  of  any Hazardous Material on the Demised Premises or the Complex. All
such  notices  shall  describe  in  reasonable  detail  the nature of the claim,
investigation,  condition, occurrence or removal or remedial action and Tenant's
response  thereto.  In addition, Tenant will provide Landlord with copies of all
communications  regarding  the  Demised  Premises  with  any  government  or
governmental agency relating to Environmental Laws, all such communications with
any  person  relating  to Environmental Claims, and such detailed reports of any
such  Environmental  Claim  as  may  reasonably  be  requested  by  Landlord.
28.5  Tenant  will  not  change  or  permit to be changed the present use of the
Demised  Premises  unless Tenant shall have notified Landlord thereof in writing
and  Landlord  shall  have  determined, in itssole and absolute discretion, that
such  change  will  not  result  in  the  presence of Hazardous Materials on the
Demised  Premises  except  for  those  described  in  Section  28.2  above.
28.6  (a)  Tenant  agrees to defend, indemnify and hold harmless the Indemnities
(as defined in Section 21.1) from and against all obligations (including removal
and remedial actions), losses, claims, suits, judgments, liabilities, penalties,
damages  (including  consequential  and  punitive  damages),  costs and expenses
(including  attorneys' and consultants' fees and expenses) of any kind or nature
whatsoever  that  may at any time be incurred by, imposed on or asserted against
such  Indemnities  directly or indirectly based on, or arising or resulting from
(a)  the  actual or alleged presence of Hazardous Materials on the Complex which
is caused or permitted by Tenant and (b) any Environmental Claim relating in any
way  to  Tenant's  operation  or  use  of  the  Demised Premises (the "Hazardous
Materials Indemnified Matters"). The provisions of this Article 28 shall survive
the  expiration  or  sooner  termination  of  this  lease.
(b)  To  the  extent  that  the  undertaking  in  the preceding paragraph may be
unenforceable  because  it is violative of any law or public policy. Tenant will
contribute  the  maximum  portion  that it is permitted to pay and satisfy under
applicable  law  to  the  payment  and  satisfaction  of all Hazardous Materials
Indemnified  Matters  incurred  by  the  Indemnities.
(c)  All  sums paid and costs incurred by Landlord with respect to any Hazardous
Materials  Indemnified  Matter shall bear interest at the lesser of (i) eighteen
(18%)  percent  per annum, or (ii) the maximum legal rate of interest allowed in
the  State  of California, from the date so paid or incurred until reimbursed by
Tenant,  and  all  such  sums  and costs shall be immediately due and payable on
demand.
28.7  (a)  "Hazardous  Materials"  means  (i)  petroleum  or petroleum products,
natural  or synthetic gas, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, and radon gas; (ii) any substances defined as
or  included  in  the  definition of "hazardous substances," "hazardous wastes,"
"hazardous  materials,"  "extremely  hazardous  wastes,"  "restricted  hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or  words  of  similar import, under any applicable Environmental Law; and (iii)
any  other  substance  exposure  to  which  is  regulated  by  any  governmental
authority;  (b)  "Environmental  Law" means any federal, state or local statute,
law,  rule,  regulation,  ordinance,  code,  policy or rule of common law now or
hereafter  in  effect  and  in  each  case  as  amended,  and  any  judicial  or
administrative  interpretation thereof, including any judicial or administrative
order,  consent  decree or judgment, relating to the environment, health, safety
or  Hazardous  Materials,  including  without  limitation,  the  Comprehensive
Environmental  Response,  Compensation,  and  Liability  Act  of 1980, 42 U.S.C.
9601  etsefl.;  the  Resource Conservation and Recovery Act, 42 U.S.C.   6901 et
seq.: the Hazardous Materials Transportation Act, 49 U.S.C.    1801 et seg; the
Clean Water Act, 33 U.S.C.    1251 et  eg-; the Toxic Substances Control Act, 15
U.S.C.    2601  et  sea.;the  Clean Air Act, 42 U.S.C.    7401 et seq.: the Safe
DrinKing  Water Act, 42 U.S.C.    300f et sea.: the Atomic Energy Act, 42 U.S.C.
2011  et  seg.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 u.S.c.
136  et  sea.:  and  the Occupational Safety and Health Act, 29 U.S.C.    651 et
sea.: (c) "Environmental Claims" means any and all administrative, regulatory or
judicial  actions,  suits,  demands,  demand  letters, claims, liens, notices of
non-compliance  or  violation,  investigations,  proceedings,  consent orders or
consent  agreements  relating  in  any  way  to  any  Environmental  Law  or any
Environmental Permit, including without limitation (i) any and all Environmental
Claims  by  governmental  or  regulatory  authorities  for enforcement, cleanup,
removal,  response,  remedial  or  other  actions  or  damages  pursuant  to any
applicable  Environmental  Law  and (ii) any and all Environmental Claims by any
third  party  seeking  damages,  contribution,  indemnification,  cost recovery,
compensation  or injunctive relief resulting from Hazardous Materials or arising
from  alleged  injury  or threat of injury to health, safety or the environment;
and  (d)  "Environmental  Permits"  means all permits, approvals, identification
numbers,  licenses  and  other  authorizations  required  under  any  applicable
Environmental  Law.
ARTICLE  29.  MISCELLANEOUS
29.1  Nothing  in this lease shall be deemed or construed by the parties hereto,
nor  by  any third party, as creating the relationship of principal and agent or
of  partnership  or  of  joint  venture  between  the  parties  hereto, it being
understood  and  agreed  that neither the method of computation of rent, nor any
other  provision  contained herein, nor any acts of the parties hereto, shall be
deemed  to  create  any  relationship  between the parties hereto other than the
relationship  of  landlord  and  tenant.
29.2  Tenant  shall  not  for  any  reason  withhold or reduce Tenant's required
payments  of  rentals  and other charges provided in this lease, it being agreed
that  the  obligations  of Landlord under this lease are independent of Tenant's
obligations  except  as  may  be  otherwise  expressly provided. The immediately
preceding  sentence  shall  not be deemed to deny Tenant the ability of pursuing
all  rights  granted it under this lease or at law; however, at the direction of
Landlord,  Tenant's  claims  in  this  regard  shall be litigated in proceedings
different  from  any  litigation  involving  rental  claims  or  other claims by
Landlord  against  Tenant  (i.e.,  each party may proceed to a separate judgment
without  consideration,  counterclaim or offset as to the claims asserted by the
other  party).
29.3  The  liability  of  Landlord,  any  agent  of  Landlord,  or  any of their
respective  officers,  directors, shareholders, or employees to Tenant for or in
respect  of  any default by Landlord under the terms of this lease or in respect
of  any  other  claim  or  cause  of  action shall be limited to the interest of
Landlord in the Complex, and Tenant agrees to look solely to Landlord's interest
in  the  Complex  for  the  recovery  and  satisfaction  of any judgment against
Landlord, any agent of Landlord, or any of their respective officers, directors,
shareholders,  and  employees.
29.4  In all circumstances under this lease where the prior consent of one party
(the  "consenting  party"), whether it be Landlord or Tenant, is required before
the  other  party  (the "requesting party") is authorized to take any particular
type  of action, such consent shall not be withheld in a wholly unreasonable and
arbitrary manner; however, the requesting party agrees that its exclusive remedy
if  it  believes  that  consent has been withheld improperly (including, but not
limited to, consent required from Landlord pursuant to Section 19.1) shall be to
institute  litigation  either  for  a  declaratory  judgment  or for a mandatory
injunction  requiring  that  such  consent  be  given (with the requesting party
hereby waiving any claim for damages, attorneys' fees or any other remedy unless
the  consenting party refuses to comply with a court order or judgment requiring
it  to  grant  its  consent).
29.5  Whenever  a  period of time is herein prescribed for action to be taken by
Landlord,  Landlord  shall  not be liable or responsible for, and there shall be
excluded  from  the  computation  of  any such period of time, any delays due to
strikes,  riots, acts of God, shortages of labor or materials, war, governmental
laws,  regulations  or  restrictions  or any other causes of any kind whatsoever
which  are  beyond  the  reasonable  control  of  Landlord.
29.6  From  time to time during the term of this lease, Landlord may, by written
notice  to  Tenant,  substitute for the Demised Premises other space that has an
area, finish-out and improvements at least equal to that of the Demised Premises
and  is  located  in  the  Complex (the "Substitution Space"). Tenant may either
accept  possession of the Substitution Space in its "as is" condition or require
Landlord  to  alter  the  Substitution  Space  in the same manner as the Demised
Premises  were  altered  or  were  to  be  altered.  If  Landlord  exercises its
substitution  right,  Landlord  shall  reimburse  Tenant for Tenant's reasonable
out-of-pocket  expenses  for  moving Tenant's furniture, equipment, supplies and
telephone  equipment  from  the  Demised  Premises  to  the  Substitution Space.
29.7  If  any  provision  of  this  lease  should  be  held  to  be  invalid  or
unenforceable,  the  validity  and enforceability of the remaining provisions of
this  lease  shall  not  be  affected  thereby.

29.8  The  laws  of  the  State  of  California shall govern the interpretation,
validity,  performance and enforcement of this lease. Venue for any action under
this  lease  shall  be  Orange  County,  California.

29.9  The  captions  used  herein  are  for convenience only and do not limit or
amplify  the  provisions  hereof.
29.10  Whenever  herein  the singular number is used, the same shall include the
plural,  and  words  of  any  gender  shall  include  each  other  gender.
29.11  All  covenants and obligations contained within this lease shall bind and
inure  to  the  benefit  of  Landlord,  its successors and assigns, and shall be
binding  upon  Tenant,  its  permitted  successors  and  assigns.
29.12  This  lease  contains  the  entire  agreement between the parties, and no
rights are created in favor of either party other than as specified or expressly
contemplated  in  this  lease.  No  brochure,  rendering,  information  or
correspondence  shall  be  deemed  to  be  a  part  of  this  agreement  unless
specifically  incorporated  herein by reference. In addition, no agreement shall
be  effective  to  change,  modify  or  terminate this lease in whole or in part
unless  such is in writing and duly signed by the party against whom enforcement
of  such  change,  modification  or  termination  is  sought.
29.13  LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY
BROCHURE,  RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR of
THE  AGENT,  EXCEPT  AS  MAY  BE  EXPRESSLY  SET  FORTH  IN  THIS  LEASE.
29.14  No  waiver  of any of the terms, covenants, provisions, conditions, rules
and  regulations  imposed by this lease, and no waiver of any legal or equitable
relief  or  remedy,  shall  be  implied by the failure of Landlord to assert any
rights, declare any forfeiture, or for any other reason. No waiver of any of the
terms,  provisions,  covenants, conditions, rules and regulations shall be valid
unless it shall be in writing signed by Landlord. No express waiver shall affect
any  provision  other  than  the provision specified in such waiver and that one
only  for  the time and in the manner specifically stated. No waiver by Landlord
or  forgiveness  of  performance  by  Landlord  for  one  or  more tenants shall
constitute  a  waiver  or  forgiveness  of  performance  in  respect  to Tenant.
Landlord's  consent  to  or  approval  of any act by Tenant requiring Landlord's
consent  or  approval under this lease shall not be deemed to render unnecessary
the  obtaining  of  Landlord's  consent  to or approval of any subsequent act of
Tenant. No act or thing done by Landlord or Landlord's agents during the term of
this lease shall be deemed an acceptance of a surrender of the Demised Premises,
unless  in  writing signed by Landlord. The delivery of the Keys to any employee
or  agent  of  Landlord  shall  not  operate as a termination of this lease or a
surrender  of  the  Demised  Premises.  The  acceptance  of any rent by Landlord
following  a  breach  of  this  lease by Tenant shall not constitute a waiver by
Landlord  of  such  breach  or  any other breach unless such waiver is expressly
stated  in  a  writing  signed  by  Landlord,
29.15  Tenant  shall deliver and surrender to Landlord possession of the Demised
Premises  (including  all  of  Tenant's  permanent  work upon and to the Demised
Premises,  all replacements and all fixtures permanently attached to the Demised
Premises) immediately upon the expiration of the term or the termination of this
lease  in  as  good  condition  and repair as the same were on the delivery date
(loss  by  any  insured  casualty  and ordinary wear and tear only excepted) and
deliver  the  keys  at  the  office  of  Landlord or Landlord's agent; provided,
however,  that  upon  Landlord's request made at least thirty (30) days prior to
the  end  of  the  term,  or the date Tenant is otherwise required to vacate the
Demised  Premises, Tenant shall remove all fixtures and equipment affixed to the
Demised Premises by Tenant, and repair and restore the Demised Premises to their
condition  on  the delivery date (loss by any insured casualty and ordinary wear
and  tear  only  excepted),  at  Tenant's  sole  expense.  The  removal shall be
performed  prior  to  the  earlier  of the end of the term or the date Tenant is
required  to  vacate  the  Demised  Premises.

29.16  Tenant  shall not record this lease. Without the prior written consent of
Landlord,  Tenant  shall  not record any memorandum of this lease, short form or
other reference to this lease.29.17 The submission of this lease for examination
does  not  constitute a reservation of or option for the Demised Premises or any
other  space  in the Complex, and shall not vest any right in Tenant. This lease
shall  become  effective  as a lease only upon its execution and delivery by the
parties.
29  18 LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE  RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING
OUT  OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO
BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS  (WHETHER  ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF
OR  RELATED  IN  ANY  MANNER  WITH  THE  DEMISED  PREMISES  (INCLUDING  WITHOUT
LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES
ASSERTING  THAT  THIS  LEASE  WAS  FRAUDULENTLY  INDUCED OR IS OTHERWISE VOID OR
VOIDABLE).  THIS  WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO AND
ACCEPT  THIS  LEASE.
29.19 This lease consists of twenty-nine Articles and Exhibits A through E. With
the  exception  of  Article 7, in the event any provision of an exhibit shall be
inconsistent  with  a  provision  in the body of the lease, the provision as set
forth  in  the  exhibit  shall  be  deemed  to  control.
EXECUTED  as  of  the latest date accompanying a signature by Landlord or Tenant
below.

LANDLORD:

/s/  Alton  Plaza  Property
ALTON  PLAZA  PROPERTY.  INC.,  a  Delaware  corporation
TENANT:

/s/  Michael  Cummings
NETWORK  INSTALLATION  CORPORATION,  a  California  corporation