AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
           STANDARD INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE - GROSS
                (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)


1. Basic Provisions ("Basic Provisions")

1.1 Parties: This Lease ("Lease"), dated for reference purposes only 
November 6, 1197, is made by and between Sepulveda Group, LLC ("Lessor") 
and ModaCAD, Inc., a California Corporation ("Lessee")(collectively the 
"Parties", or individually a "Party").

1.2 Premises: That certain real property, including all improvements therein or
to be provided by Lessor under the terms of this Lease, and commonly known as
3861 Sepulveda Boulevard, Culver City, CA 90230 located in the County of Los
Angeles, State of California and generally described as (describe briefly the
nature of the property and, if applicable, the "Project", if the property is
located within a Project) Consisting of 23,321 square feet. (*) See Addendum #50
("Premises"). (See also Paragraph 2) (*) 1.3 Term: Eight (8) years and Two
months ("Original Term") commencing Januay 1, 1998 ("Commencement Date") and
ending February 28, 2006 ("Expiration Date"). (See also Paragraph 3)

1.4 Early Possession: N/A ("Early Possession Date"). (See also Paragraphs 3.2 
and 3.3)

(**)1.5 Base Rent: $28,485.20 per month ("Base Rent"), payable on the first 
day of each month commencing January 1, 1998 (**) See Addendum #51 (See also 
Paragraph 4) If this box is checked, there are provisions in this Lease for 
the Base Rent to be adjusted and/or for common area maintenance charges.

1.6 Base Rent Paid Upon Execution: $28,485.20 as Base Rent for the period
January 1998. 

1.7 Security Deposit: $56,970.40 See Addendum #52 ("Security Deposit:").
(See also Paragraph 5)

1.8 Agreed Use: General Office

1.9 Insuring Party: Lessor is the "Insuring Party". The annual "Base Premium" 
is the $________. (See also Paragraph 6)

1.10 Real Estate Brokers: (See also Paragraph 15)

(a) Representation: The following real estate brokers (collectively, the 
"Brokers") and brokerage relationships exist in this transaction (check 
applicable boxes):
_________________________________represents Lessor exclusively ("Lessor's
Broker") _____________________________represents Lessee exclusively
("Lessee's Broker") Altemus, Warner & Co. represents both Lessor and Lessee
("Dual Agency").

(b) Payment to Brokers: Upon Execution and delivery of this Lease by both 
Parties, Lessor shall pay to the Broker the fee agreed to in their separate 
written agreement. 1.11 Guarantor: The obligations of the Lessee under this 
Lease are to be guaranteed by N/A. 1.12 Addenda and Exhibits: Attached
hereto is an Addendum or Addenda consisting of Paragraphs 50 through 72 and
Exhibits "A", all of which constitute a part of this Lease. 2. Premises. 2.1
Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of size set forth in this Lease, or that may have been
used in calculating rental, is an approximation which the Parties agree is
reasonable and the rental based thereon is not subject to revision whether or
not the actual size is more or less.
2.2 Condition. Lessor shall deliver the Premises with work per Addendum 
paragraph 53 completed, broom clean and free the debris on the Commencement 
Date or the Early Possession Date, whichever first occurs ("Start Date"), and
warrants that the existing electrical, plumbing, fire sprinkler, lighting,
heating, ventilating and air conditioning systems ("HVAC"), loading doors, if
any, and all other such elements of the building, in the Premises, other than
those constructed by Lessee, shall be in good operating condition on said date
and that the surface and structural elements of the roof, bearing walls and
foundation of any buildings on the Premises ("the Building") shall be free of
material defects. If a non-compliance with said warranty exists as of the Start
Date, Lessor shall, except as otherwise provided in this Lease, promptly after
receipt of written notice from Lessee setting forth with specificity the nature
and extent of such non-compliance, rectify same at Lessor's expense. If, after
the Start Date, Lessee does not give Lessor written notice of any 
non-compliance with this warranty within (i) six (6) months as to the HVAC 
systems or (ii) sixty (60) days as to the remaining systems and other elements 
of the Building, correction of such non-compliance shall be the obligation of 
Lessee at Lessee's sole cost and expense, except for the roof, foundations, 
and bearing walls which are handled ad provided in paragraph 7. 2.3 Compliance.
Lessor warrants that the improvements on the Premises comply with all 
applicable laws, covenants or restrictions of record, building codes, 
regulations and ordinances ("Applicable Requirements") in effect on the Start 
Date. Said warranty does not apply to the use to which Lessee will put the 
Premises or to any Alterations or Utility Installations (as defined in 
Paragraph 7.3 (a)) made or to be made by Lessee. NOTE: Lessee is responsible 
for determining whether or not the zoning is appropriate for Lessee's intended 
use, and acknowledges that past uses of the Premises may no longer be allowed. 
If the Premises do not comply with said warranty, Lessor shall, except as 
otherwise provided, promptly after receipt of written notice from Lessee 
setting forth with specificity the nature and extent of such non-compliance, 
rectify the same at Lessor's expense. If Lessee does not give Lessor written 
notice of a non-compliance with this warranty within six (6)months following 
the Start Date, correction of that non-compliance shall be the obligation of 
Lessee at Lessee's sole cost and expense. If the Applicable Requirements are 
hereafter changed (as opposed to being in existence at the Start Date, which 
is addressed in Paragraph 6.2 (e) below) so as to require during the term of 
this Lease the construction of an addition to or an alteration of the 
Building, the remediation of any Hazardous substance, or the reinforcement or 
other physical modification of the Building ("Capital Expenditure"), Lessor 
and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are 
required as a result of the specific and unique use of the Premises by Lessee 
as compared with uses by tenants in general, Lessee shall be fully responsible 
for the cost thereof, provide, however that if such Capital Expenditure is 
required during the last two (2) years of this Lease and the cost thereof 
exceeds six (6) months' Base Rent, Lessee may instead terminate this Lease 
unless Lessor notifies Lessee, in writing, within ten (10) days after receipt 
of Lessee's termination notice that Lessor has elected to pay the difference 
between the actual cost thereof and the amount equal to six (6) months' Base 
Rent. If Lessee elects termination, Lessee shall immediately cease the use of 
the Premises which requires such Capital Expenditure and deliver to Lessor 
written notice specifying a termination date at least ninety (90) days 
thereafter. Such termination date shall, however, in no event be earlier than 
the last day that Lessee could legally utilize the Premises without commencing 
such Capital Expenditure. (b) If such Capital Expenditure is not the result of 
the specific and unique use of the Premises by Lessee (such as, governmentally 
mandated seismic modifications), then See Paragraph 57 provided, however, that 
if such Capital Expenditure is required during the last two years of this 
Lease, Lessor shall have the option to terminate this Lease upon ninety (90) 
days prior written notice to Lessee unless Lessee notifies Lessor, in writing, 
within ten (10) days after receipt of Lessor's termination notice that Lessee 
will pay such funds and deduct same, with Interest, from Rent until Lessor's 
share of such costs have been fully paid. If Lessee is unable to finance 
Lessor's share, or if the balance of the Rent due and payable for the 
remainder of this Lease is not sufficient to fully reimburse Lessee on an 
offset basis, Lessee shall have the right to terminate this Lease upon thirty 
(30) days written notice to Lessor. (c) Notwithstanding the above, the 
provisions concerning Capital Expenditure are intended to apply only to 
non-voluntary, unexpected, and new Applicable Requirements. If the Capital 
Expenditures are instead triggered by Lessee as a result of an actual or 
proposed change in use, change in intensity of use, or modification to the 
Premises then, and in that event, Lessee shall be fully responsible for the 
cost thereof, and Lessee shall not have any right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the condition
of the Premises (including but not limited to the electrical, HVAC and
fire sprinkler systems, security, environmental aspects, and compliance with 
Applicable Requirements), and their suitability for Lessee's intended use; 
(b) Lessee has made such investigation as it deems necessary with reference to 
such matters and assumes all responsibility therefor as the same relate to its 
occupancy of the Premises; and (c) neither Lessor, Lessor's agents, nor any 
Broker has made any oral or written representations or warranties with respect 
to said matters other than as set forth in this Lease. In addition, Lessor 
acknowledges that: (a) Broker has made no representations, promises or 
warranties concerning Lessee's ability to honor the Lease or suitability to 
occupy the Premises; and (b) it is Lessor's sole responsibility to investigate 
the financial capability and/or suitability of all proposed tenants.
2.5 Lesse as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2
shall be no force or effect if immediately prior to the Start Date Lessee was
the owner or occupant of the Premises. In such event, Lessee shall be
responsible for any necessary corrective work.

3.  Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this 
Lease are as specified in Paragraph 1.3.

3.2 Early Possession. If Lessee totally or partially occupies the Premises 
prior to the Commencement Date, the obligation to pay Base Rent shall be 
abated for the period of such early possession. All other terms of this Lease 
shall, however, be in effect during such period. Any such early possession 
shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees 
to use its best commercially reasonable efforts to deliver possession of the 
Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor 
is unable to deliver possession as agreed, Lessor shall not be subject to any 
liability therefor, nor shall such failure affect the validity of this Lease. 
Lessee shall not, however, be obligated to pay Rent or perform its other 
obligations until it receives possession of the Premises. If possession is not 
delivered within sixty (60) days after the Commencement Date, Lessee may, at 
its option, by notice in writing within ten (10) days after the end of such 
sixty (60) day period, cancel this Lease, in which event the Parties shall be 
discharged from all obligations hereunder. If such written notice is not 
received by Lessor within said ten (10) day period, Lessee's right to cancel 
shall terminate. Except as otherwise provided, if possession is not tendered 
to Lessee by the Start Date and Lessee does not terminate this Lease, as 
aforesaid, any period if rent abatement that Lessee would otherwise have 
enjoyed shall run from the date of delivery of possession and continue for a 
period equal to what Lessee would otherwise have enjoyed under the terms 
hereof, but minus any days of delay caused by the acts or omissions of Lessee. 
If possession of the Premises is not delivered within four (4) months after 
the Commencement Date, this Lease shall terminate unless other agreements are 
reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor 
shall not be required to tender possession of the Premises to Lessee until 
Lessee complies with its obligation to provide evidence of insurance 
(Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required 
to perform all of its obligations under this Lease from and after the Start 
Date, including the payment of Rent, notwithstanding Lessor's election to
withhold possession pending receipt of such evidence of insurance. Further, if
Lessee is required to perform any other conditions prior to or concurrent with
the Start Date, the Start Date shall occur but Lessor may elect to withhold
possession until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All
monetary obligations to Lessee or Lessor under the terms of this Lease (except
for the Security Deposit) are deemed to be rent ("Rent").

4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in
lawful money of the United States, without offset or deduction (except as
specifically permitted in this Lease), on or before the day on which it is due.
Rent for any period during the term hereof which is for less than one (1) full
calendar month shall be prorated based upon the actual number of day of said
month. Payment of Rent shall be made to Lessor at its address stated herein or
to such other persons or lace as Lessor may from time to time designate in
writing. Acceptance of a payment which is less than the amount then due shall
not be a waiver to Lessor's rights to the balance of such Rent, regardless of
Lessor's endorsement. of any check so stating.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise 
Defaults under this Lease, Lessor may use, apply or retain all or any portion 
of said Security Deposit for the payment of any amount due Lessor or to 
reimburse or compensate Lessor for any liability, expense, loss or damage 
which Lessor may suffer or incur by reason thereof. If Lessor uses or applies 
all or any portion of said Security Deposit, Lessee shall within ten (10) days 
after written request hereof deposit moneys with Lessor sufficient to restore 
said Security Deposit to the full amount required by this Lease. If the Base 
Rent increases during the term of this Lease, Lessee shall, upon written 
request from Lessor, deposit additional moneys with Lessor so that the total 
amount of the Security Deposit shall at all times bear the same proportion to 
the increased Base Rent as the intial Security Deposit bore to the initial 
base rent. Should the Agreed Use be amended to accmomodate a material change 
in the business of Lessee or to accommondate a sublessee or assignee, Lessor 
shall have the right to increase the Security Deposit to the extent necessary, 
uin Lessor's reasonable judgment, to account for any increased wear and tear 
that the Premises may suffer as a result thereof. If a change in control of 
Lessee occurs during this Lease and following such change the finincial 
conjdition of Lessee is, in Lessor's reasonable judgement, significantly 
reduced, Lessee shall deposit such additional monies with Lessor asd shall be 
sufficietn to casue the Security Deposit to be at a commerically reasonable 
level based on said change in financial condition. Lessor shall not be 
required to keep the Security Deposit separate from its general accounts. 
Within fourteen (14) days after the expiration or termination of this Lease, 
if Lessor elects to apply the Security Deposit only to unpaid Rent, and 
otherwise within thirty (30) days after the Premises have been vacated 
pursuant to Paragraph 7.4 (C) below, Lessor shall retun that portion of the 
Security Deposit not used or applied by Lessor. No part of the Security 
Deposit shall be considered to be held in trust, to bear interest or to be 
prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use,
or any other legal use which is reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner 
that is unlawful, creates damage, waste or a nuisance, or that disturbs owners 
and/or occupants of, or causes damage to neighboring properties. Lessor shall 
not unreasonably withhold or delay its consent to any written request for a
modification of the Agreed Use, so long as the same will not impair the
structural integrity of the improvements on the Premises or the mechanical or
electrical systems therein. or is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within five (5)
business days after such request give written notification of same, which 
notice shall include an explanation of Lessor's objections to the change in use.

6.2 Hazardous Substances.

(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in 
this Lease shall mean any product, substance, or waste whose presence, use, 
manufacture, disposal, transportation, or release, either by itself or in 
combination with other materials expected to be on the Premises, is either: 
(i) potentially injurious to the public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental
authority, or (iii) a basis for potential liability of Lessor to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Substances shall include, but not be limited to, 
hydrocarbons, petroleum, gasoline, and/or crude oil or any products, 
by-products or fractions thereof. Lessee shall not engage in any activity in 
or on the Premises which constitutes a Reportable Use of Hazardous Substances 
without the express prior written consent of Lessor and timely compliance 
(at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall 
mean (i) the installation or use of any above or below ground storage tank, 
(ii) the generation, possession, storage, use, transportation, or disposal of 
a Hazardous Substance that requires a permit from, or with respect to which a 
report, notice, registration or business plan is required to be filed with, 
any governmental authority, and/or (iii) the presence at the Premises of a 
Hazardous Substance with respect to which any Applicable Requirements requires 
that a notice be given to persons entering or occupying the Premises or 
neighboring properties. Notwithstanding the foregoing, Lessee may use any 
ordinary and customary materials reasonably required to be used in the normal 
course of the Agreed Use, so long as such use is in compliance with all 
Applicable Requirements, is not a Reportable Use, and does not expose the 
Premises or neighboring property to any meaningful risk of contamination or 
damage or expose Lessor to any liability therefor. In addition, Lessor may 
condition its consent to any Reportable Use upon receiving such additional 
assurances as Lessor reasonably deems necessary to protect itself, the public, 
the Premises and/or the environment against damage, contamination, injury 
and/or liability, including, but not limited to, the installation (and removal 
on or before Lease expiration or termination) of protective modifications 
(such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, 
that a Hazardous Substance has come to be located in, on, under or about the 
Premises, other than as previously consented to by Lessor, Lessee shall 
immediately give written notice of such fact to Lessor, and provide Lessor with 
a copy of any report, notice, claim or other documentation which it has 
concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous 
Substance to be spilled or released in, on, under, or about the Premises 
(including through the plumbing or sanitary sewer system) and shall promptly, 
at Lessee's expense, take all investigatory and/or remedial action reasonably 
recommended, whether or not formally ordered or required, for the cleanup of 
any contamination of, and for the maintenance, security and/or monitoring of 
the Premises or neighboring properties, that was caused or materially 
contributed to by Lessee, or pertaining to or involving any Hazardous 
Substance brought onto the Premises during the term of this Lease, by or for 
Lessee, or any third party.


(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, 
its agents, employees, lenders and ground lessor, if any, harmless from and 
against any and all loss of rents and/or damages, liabilities, judgments, 
claims, expenses, penalties, and attorneys' and consultants' fees arising out 
of or involving any Hazardous Substance brought onto the Premises by or for 
Lessee, or any third party (provided, however, that Lessee shall have no 
liability under this Lease with respect to underground migration of any 
Hazardous Substance under the Premises from adjacent properties). Lessee's 
obligations shall include, but not be limited to, the effects of any 
contamination or injury to person, property or the environment created or 
suffered by Lessee, and the cost of investigation, removal, remediation, 
restoration and/or abatement, and shall survive the expiration or termination 
of this Lease. No termination, cancellation or release agreement entered
into by Lessor and Lessee shall release Lessee from its obligations under this 
Lease with respect to Hazardous Substances, unless specifically so agreed by 
Lessor in writing at the time of such agreement.

(e) Lessor Indemnification. Lessor and its successors and assigns shall 
indemnify, defend, reimburse and hold Lessee, its employees and lenders, 
harmless from and against any and all environmental damages, including the 
cost of remediation, which existed as a result of Hazardous Substances on the 
Premises prior to the Start Date or which are caused by the gross negligence 
or willful misconduct of Lessor, its agents or employees. Lessor's obligations,
as and when required by the Applicable Requirements, shall include, but not be
limited to, the cost of investigation, removal, remediation, restoration
and/or abatement, and shall survive the expiration or termination of
this Lease.

(f) Investigations and Remediations. Lessor shall retain the responsibility 
and pay for any investigations or remediation measures required by 
governmental entities having jurisdiction with respect to the existence of 
Hazardous Substances on the Premises prior to the Start Date, unless such 
remediation measure is required as a result of Lessee's use (including 
alterations) of the Premises, in which event Lessee shall be responsible for 
such payment. Lessee shall cooperate fully in any such activities at the 
request of Lessor, including allowing Lessor and Lessor's agents to have 
reasonable access to the Premises at reasonable times in order to carry out 
Lessor's investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition occurs 
during the term of this Lease, unless Lessee is legally responsible therefor 
(in which case Lessee shall make the investigation and remediation thereof 
required by the Applicable Requirements and this Lease shall continue in full 
force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and 
Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and 
remediate such Hazardous Substance Condition, if required, as soon as 
reasonably possible at Lessor's expense, in which event this Lease shall 
continue in full force and effect, or (ii) if the estimated cost to remediate 
such condition exceeds twelve (12) times the then monthly Base Rent or 
$100,000, whichever is greater, give written notice to Lessee, within thirty 
(30) days after receipt by Lessor of knowledge of the occurrence of such
Hazardous Substance Condition, of Lessor's desire to terminate this
Lease as of the date sixty (60) days following the date of such notice.
In the event Lessor elects to give a termination notice, Lessee may, within 
ten (10) days thereafter, give written notice to Lessor of Lessee's commitment 
to pay the amount by which the cost of the remediation of such Hazardous 
Substance Condition exceeds an amount equal to twelve (12) times the then 
monthly Base Rent or $100,000, whichever is greater. Lessee shall provide 
Lessor with said funds or satisfactory assurance thereof within thirty (30) 
days following such commitment. In such event, this Lease shall continue in 
full force and effect, and Lessor shall proceed to make such remediation as 
soon as reasonably possible after the required funds are available. If Lessee
does not give such notice and provide the required funds or assurance
thereof within the time provided, this Lease shall terminate as of the date 
specified in Lessor's notice of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise 
provided in this Lease, Lessee shall, at Lessee's sole expense, fully, 
diligently and in a timely manner, materially comply with all Applicable 
Requirements, the requirements of any applicable fire insurance underwriter or 
rating bureau, and the recommendations of Lessor's engineers and/or 
consultants which relate in any manner to the Premises, without regard to 
whether said requirements are now in effect or become effective after the 
Start Date. Lessee shall, within ten (10) days after receipt of Lessor's 
written request, provide Lessor with copies of all permits and other 
documents, and other information evidencing Lessee's compliance with any 
Applicable Requirements specified by Lessor, and shall immediately upon 
receipt, notify Lessor in writing (with copies of any documents involved) of 
any threatened or actual claim, notice, citation, warning, complaint or report 
pertaining to or involving the failure of Lessee or the Premises to comply 
with any Applicable Requirements.

6.4 Inspection; Compliance. Lessor and Lessor's "Lender'(as defined in 
Paragraph 30 below) and consultants shall have the right to enter into 
Premises at any time, in the case of an emergency, and otherwise at reasonable 
times, for the purpose of inspecting the condition of the Premises and for 
verifying compliance by Lessee with this Lease. The cost of any such 
inspections shall be paid by Lessor, unless a violation of Applicable 
Requirements, or a contamination is found to exist or be imminent, or the 
inspection is requested or ordered by a governmental authority. In such case, 
Lessee shall upon request reimburse Lessor for the cost of such inspections, 
so long as such inspection is reasonably related to the violation or 
contamination.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.
See Paragraph 58

Lessee's Obligations.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 
(Compliance with Covenants, Restrictions and Building Code), 6.3 (Lessee's 
Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9
(Damage and Destruction), and 14 (Condemnation), Lessee shall, at Lessee's 
sole expense, keep the Premises, Utility Installations, and Alterations in 
good order, condition and repair (whether or not the portion of the Premises 
requiring repairs, or the means of repairing the same, are reasonably or
readily accessible to Lessee, and whether or not the need for such repairs 
occurs as a result of Lessee's use, any prior use, the elements or the age of 
such portion of the Premises), including, but not limited to, all equipment or 
facilities, such as plumbing, heating, ventilating, air-conditioning,
electrical, lighting facilities, boilers, pressure vessels, fire protection 
system, fixtures, walls (interior and exterior), ceilings, floors, windows, 
doors, skylights, landscaping, driveways, parking lots, fences, signs, 
sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is 
also responsible for keeping the roof and roof drainage clean and free of 
debris. Lessor shall keep the surface and structural elements of the roof, 
foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, in
keeping the Premises in good order, condition and repair, shall exercise and 
perform good maintenance practices. Lessee's obligations shall include 
restorations, replacements or renewals when necessary to keep the Premises and 
all improvements thereon or a part thereof in good order, condition and state 
of repair. Lessee shall, during the term of this Lease, keep the exterior 
appearance of the Building in a first-class condition (including, e.g., 
graffiti removal) consistent with the exterior appearance of other similar
facilities of comparable age and size in the vicinity, including, when 
necessary, the exterior repainting of the Building.

(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and 
maintain contracts, with copies to Lessor, in customary form and
substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and improvements ("Basic Elements"), if
any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, 
and pressure vessels, (iii) fire extinguishing systems, including fire alarm 
and/or smoke detection, (iv) landscaping and irrigation systems, (v )driveways 
and parking lots, (vi) clarifiers, (vii) basic utility feed to the perimeter 
of the Building, and (viii) any other equipment, if reasonably required by 
Lessor.

(c) Replacement. Subject to Lessee's indemnification of Lessor as set forth in 
Paragraph 8.7 below, and without relieving Lessee of liability resulting from 
Lessee's failure to exercise and perform good maintenance practices, if the 
Basic Elements described in Paragraph 7.1(b) cannot be repaired other than at 
a cost which is in excess of 50% of the cost of replacing such Basic Elements, 
then such Basic Elements shall be replaced by Lessor, and the cost thereof 
shall be prorated between the Parties and Lessee shall only be obligated to 
pay, each month during the remainder of the term of this Lease, on the date on 
which Base Rent is due, an amount equal to the product of multiplying the cost 
of such replacement by a fraction, the numerator of which is one, and the 
denominator of which is the number of months of the useful life of such 
replacement as such useful life is specified pursuant to Federal income
tax regulations or guidelines for depreciation thereof (including interest on
the unamortized balance as is then commercially reasonable in the judgment of
Lessors accountants), with Lessee reserving the right to prepay its obligation
at any time.

7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 9
(Damage or Destruction) and 14 (Condemnation), it is intended by the Parties
hereto that Lessor have no obligation, in any manner whatsoever, to repair and
maintain the Premises, or the equipment therein, all of which obligations are
intended to be that of the Lessee, except for the surface and structural
elements of the roof, foundations and bearing walls, the repair of which shall
be the responsibility of Lessor upon receipt of written notice that such a
repair is necessary. It is the intention of the Parties that the terms of this
Lease govern the respective obligations of the Parties as to maintenance and
repair of the Premises, and they expressly waive the benefit of any statute now
or hereafter in effect to the extent it is inconsistent with the terms of this
Lease.

7.3 Utility Installations; Trade Fixtures; Alterations.

(a) Definitions; Consent Required. The term "Utility Installations"
refers to all floor and window coverings, air lines, power panels, electrical
distribution, security and fire protection systems and signs, communication
systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the
Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment
that can be removed without doing material damage to the Premises. The term
"Alterations" shall mean any modification of the improvements, other than
Utility Installations or Trade Fixtures, whether by addition or deletion.
"Lessee Owned Alterations and/or Utility Installations" are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned
by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make any Alterations 
or Utility Installations to the Premises without Lessors prior written consent.
Lessee may, however, make non-structural Utility Installations to the interior
of the Premises (excluding the roof) without such consent but upon notice to
Lessor, as long as they are not visible from the outside, do not involve
puncturing, relocating or removing the roof or any existing walls, and the
cumulative cost thereof during this Lease as extended does not exceed $50,000 
in the aggregate or $1 0,000 in any one year.

(b) Consent. Any Alterations or Utility Installations that Lessee shall 
desire to make and which require the consent of the Lessor shall be presented 
to Lessor in written form with detailed plans. Consent shaft be deemed
conditioned upon Lessee's: (i) acquiring all applicable governmental permits,
(ii) furnishing Lessor with copies of both the permits and the plans and
specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and
expeditious manner. Any Alterations or Utility Installations shall be performed
in a workmanlike manner with good and sufficient materials. Lessee shall
promptly upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount equal to the greater of one month's Base Rent, 
or $10,000, Lessor may condition its consent upon Lessee providing a lien and
completion bond in an amount equal to one and one-half times the estimated cost
of such Alteration or Utility Installation and/or upon Lessee's posting an
additional Security Deposit with Lessor.

(c) Indemnification. Lessee shall pay, when due, all claims for labor
or materials furnished or alleged to have been furnished to or for Lessee at or
for use on the Premises, which claims are or may be secured by any mechanic's 
or materialmen's lien against the Premises or any interest therein. Lessee 
shall give Lessor not less than ten (10) days'notice prior to the commencement 
of any work in, on or about the Premises, and Lessor shall have the right to 
post notices of non-responsibility. If Lessee shall contest the validity of 
any such lien, claim or demand, then Lessee shall, at its sole expense defend 
and protect itself, Lessor and the Premises against the same and shall pay and 
satisfy any such adverse judgment that may be rendered thereon before the 
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety 
bond in an amount equal to one and one-half times the amount of such contested 
lien, claim or demand, indemnifying Lessor against liability for the same. If 
Lessor elects to participate in any such action, Lessee shall pay Lessors 
attorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.

(a) Ownership. Subject to Lessors right to require removal or elect
ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the
Premises. Lessor may, at any time, elect in writing to be the owner of all or
any specified part of the Lessee Owned Alterations and Utility Installations.
Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination 
of this Lease, become the property of Lessor and be surrendered by Lessee with 
the Premises.

(b) Removal. By delivery to Lessee of written notice from Lessor not earlier 
than ninety (90) and not later than thirty (30) days prior to the end of
the term of this Lease, Lessor may require that any or all Lessee Owned
Alterations or Utility Installations be removed by the expiration or 
termination of this Lease. Lessor may require the removal at any time of all 
or any part of any Lessee Owned Alterations or Utility Installations made 
without the required consent.

(c) Surrender/Restoration. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good 
operating order, condition and state of repair, ordinary wear and tear 
excepted. "Ordinary wear and tear' shall not include any damage or 
deterioration that would have been prevented by good maintenance practice. 
Lessee shall repair any damage occasioned by the installation, maintenance or 
removal of Trade Fixtures, Lessee Owned Alterations and/or Utility 
Installations, furnishings, and equipment as well as the removal of any 
storage tank installed by or for Lessee, and the removal, replacement, or 
remediation of any soil, material or groundwater contaminated by Lessee. Trade 
Fixtures shall remain the property of Lessee and shall be removed by Lessee. 
The failure by Lessee to timely vacate the Premises pursuant to this 
Paragraph 7.4(c) without the express written consent of Lessor shall 
constitute a holdover under the provisions of Paragraph 26 below.

8.    Insurance; Indemnity.

8.1 Payment of Premium Increases.

(a) Lessee shall pay to Lessor any insurance cost increase
("Insurance Cost Increase") occurring during the term of this Lease. "Insurance
Cost Increase" is defined as any increase in the actual cost of the insurance
required under Paragraph 8.2(b), 8.3(a) and 8.3(b) ("Required Insurance"), over
and above the Base Premium as hereinafter defined calculated on an annual basis.
'Insurance Cost Increase" shall include but not be limited to increases
resulting from the nature of Lessee's occupancy, any act or omission of Lessee,
requirements of the holder of mortgage or deed of trust covering the Premises,
increased valuation of the Premises and/or a premium rate increase. The parties
are encouraged to fill in the Base Premium in Paragraph 1.9 with a reasonable
premium for the Required Insurance based on the Agreed Use of the Premises. If
the parties fail to insert a dollar amount in Paragraph 1.9, then the Base
Premium shall be the lowest annual premium reasonably obtainable for the
Required Insurance as of the commencement of the Original Term for the Agreed
Use of the Premises. In no event, however, shall Lessee be responsible for any
portion of the increase in the premium cost attributable to liability insurance
carried by Lessor under Paragraph 8. 1 (b) in excess of $2,000,000 per
occurrence.

(b) Lessee shall pay any such Insurance Cost Increase to Lessor
within thirty (30) days after receipt by Lessee of a copy of the premium
statement or other reasonable evidence of the amount due. It the insurance
policies maintained hereunder cover other property besides the Premises, Lessor
shall also deliver to Lessee a statement of the amount of such Insurance Cost
Increase attributable only to the Premises showing in reasonable detail the
manner in which such amount was computed. Premiums for policy periods 
commencing prior to, or extending beyond the term of this Lease, shall be 
prorated to correspond to the term of this Lease.

      8.2    Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee and Lessor
against claims for bodily injury, personal injury and property damage based 
upon or arising out of the ownership, use, occupancy or maintenance of the 
Premises and all areas appurtenant thereto. Such insurance shall be on an 
occurrence basis providing single limit coverage in an amount not less than 
$2,000,000 per occurrence with an "Additional Insured-Managers or Lessors of 
Premises Endorsement" and contain the "Amendment of the Pollution Exclusion 
Endorsement" for damage caused by heat, smoke or fumes from a hostile fire. 
The Policy shall not contain any intra-insured exclusions as between insured 
persons or organizations, but shall include coverage for liability assumed 
under this Lease as an "insured contract" for the performance of Lessee's 
indemnity obligations under this Lease. The limits of said insurance shall not, 
however, limit the liability of Lessee nor relieve Lessee of any obligation 
hereunder. All insurance carried by Lessee shall be primary to and not 
contributory with any similar insurance carried by Lessor, whose insurance 
shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the 
insurance required to be maintained by Lessee. Lessee shall not be named as an 
additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. The Insuring Party shall obtain and
keep in force a policy or policies in the name of Lessor, with loss payable to
Lessor, any groundlessor, and to any Lender(s) insuring loss or damage to the
Premises. The amount of such insurance shall be equal to the full replacement
cost of the Premises, as the same shall exist from time to time, or the amount
required by any Lenders, but in no event more than the commercially reasonable
and available insurable value thereof. If Lessor is the Insuring Party, 
however, Lessee Owned Alterations and Utility Installations, Trade Fixtures, 
and Lessee's personal property shall be insured by Lessee under Paragraph 8.4 
rather than by Lessor. If the coverage is available and commercially 
appropriate, such policy or policies shall insure against all risks of direct 
physical loss or damage (except the perils of flood and/or earthquake unless 
required by a Lender or included in the Base Premium), including coverage for 
debris removal and the enforcement of any Applicable Requirements requiring 
the upgrading, demolition, reconstruction or replacement of any portion of the 
Premises as the result of a covered loss. Said policy or policies shall also 
contain an agreed valuation provision in lieu of any coinsurance clause, 
waiver of subrogation, and inflation guard protection causing an increase in 
the annual property insurance coverage amount by a factor of not less than the 
adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers 
for the city nearest to where the Premises are located.

(b) Rental Value. The Insuring Party shall obtain and keep in force a
policy or policies in the name of Lessor, with loss payable to Lessor and any
Lender, insuring the loss of the full Rent for one (1) year. Said insurance
shall provide that in the event the Lease is terminated by reason of an insured
loss, the period of indemnity for such coverage shall be extended beyond the
date of the completion of repairs or replacement of the Premises, to provide 
for one full year's loss of Rent from the date of any such loss. Said insurance
shall contain an agreed valuation provision in lieu of any coinsurance clause,
and the amount of coverage shall be adjusted annually to reflect the projected
Rent otherwise payable by Lessee, for the next twelve (12) month period.

(c) Adjacent Premises. If the Premises are part of a larger building,
or of a group of buildings owned by Lessor which are adjacent to the Premises,
the Lessee shall pay for any increase in the premiums for the property 
insurance of such building or buildings if said increase is caused by Lessee's 
acts, omissions, use or occupancy of the Premises.

8.4 Lessee's Property/Business Interruption Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixture and Lessee Owned
Alterations and Utility Installations. The proceeds from any such insurance
shall be used by Lessee for the replacement of personal property, Trade 
Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall 
provide Lessor with written evidence that such insurance is in force.

(c) No Representation of Adequate Coverage. Lessor makes no representation that 
the limits or forms of coverage of insurance specified herein are adequate to 
cover Lessee's property, business operations or obligations under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies duly
licensed or admitted to transact business in the state where the Premises are 
located, and maintaining during the policy term a "General Policyholders 
Rating" of at least B+, V, as set forth in the most current issue of "Best's 
Insurance Guide", or such other rating as may be required by a Lender. 
Lessee shall not do or permit to be done anything which invalidates the 
required insurance policies. Lessee shall, prior to the Start Date, deliver to 
Lessor certified copies of policies of such insurance or certificates 
evidencing the existence and amounts of the required insurance. No such policy 
shall be cancelable or subject to modification except after thirty (30) days 
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior 
to the expiration of such policies, furnish Lessor with evidence of renewals or
"insurance binders" evidencing renewal thereof, or Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand. Such policies shall be for a term of 
at least one year, or the length of the remaining term of this Lease, 
whichever is less. If either Party shall fail to procure and maintain the 
insurance required to be carried by it, the other Party may, but shall not be 
required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, 
Lessee and Lessor each hereby release and relieve the other, and waive their 
entire right to recover damages against the other, for loss of or damage to 
its property arising out of or incident to the perils required to be insured 
against herein. The effect of such releases and waivers is not limited by the 
amount of insurance carried or required, or by any deductibles applicable 
hereto. The Parties agree to have their respective property damage insurance 
carriers waive any right to subrogation that such companies may have against 
Lessor or Lessee, as the case may be, so long as the insurance is not 
invalidated thereby.

8.7  Indemnity. Except for Lessor's gross negligence or willful misconduct,
Lessee shall indemnity, protect, defend and hold harmless the Premises, Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from 
and against any and all claims, loss of rents and/or damages, liens, judgments,
penalties, attorneys'and consultants' fees, expenses and/or liabilities arising
out of, involving, or in connection with, the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the 
same at Lessee's expense by counsel reasonably satisfactory to Lessor and 
Lessor shall See cooperate with Lessee in such defense. Lessor need not have 
first paid any such claim in order to be defended or indemnified.

See Paragraph 60 8.8 Exemption of Lessor from Liability. Lessor shall not be 
liable for injury or damage to the person or goods, wares, merchandise or 
other property of Lessee, Lessee's employees, contractors, invitees, customers,
or any other person in or about the Premises, whether such damage or injury is 
caused by or results from fire, steam, electricity, gas, water or rain, or 
from the breakage, leakage, obstruction or other defects of pipes, fire 
sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from 
any other cause, whether the said injury or damage results from conditions 
arising upon the Premises or upon other portions of the Building of which the 
Premises are a part, or from other sources or places. Lessor shall not be 
liable for any damages arising from any act or neglect of any other tenant of 
Lessor. Notwithstanding Lessor's negligence or breach of this Lease, Lessor 
shall under no circumstances be liable for injury to Lessee's business or for 
any loss of income or profit therefrom.

9.    Damage or Destruction.

9.1 Definitions.

(a) "Premises Partial Damage" shall mean damage or destruction to the
improvements on the Premises, other than Lessee Owned Alterations, Utility
Installations and Trade Fixtures, which can reasonably be repaired in six (6)
months or less from the date of the damage or destruction. Lessor shall notify
Lessee in writing within thirty (30) days from the date of the damage or
destruction as to whether or not the damage is Partial or Total.

(b) "Premises Total Destruction" shall mean damage or destruction to
the Premises, other than Lessee Owned Alterations and Utility Installations and
Trade Fixtures, which cannot reasonably be repaired in six (6) months or less
from the date of the damage or destruction. Lessor shall notify Lessee in
writing within thirty (30) days from the date of the damage or destruction as 
to whether or not the damage is Partial or Total.

(c) "Insured Loss" shall mean damage or destruction to improvements
on the Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

(d) "Replacement Cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of Applicable Requirements, and without
deduction for depreciation.

(e) "Hazardous Substance Condition" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises.

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this
Lease shall continue in full force and effect; provided, however, that Lessee
shall, at Lessor's election, make the repair of any damage or destruction the
total cost to repair of which is $10,000 or less, and, in such event, Lessor
shall make any applicable insurance proceeds available to Lessee on a 
reasonable basis for that purpose. Notwithstanding the foregoing, it the 
required insurance was not in force or the insurance proceeds are not 
sufficient to effect such repair, the Insuring Party shall promptly contribute 
the shortage in proceeds as and when required to complete said repairs. In the 
event, however, such shortage was due to the fact that, by reason of the 
unique nature of the improvements, full replacement cost insurance coverage 
was not commercially reasonable and available, Lessor shall have no obligation 
to pay for the shortage in insurance proceeds or to fully restore the unique 
aspects of the Premises unless Lessee provides Lessor with the funds to cover 
same, or adequate assurance thereof, within ten (10) days following receipt of 
written notice of such shortage and request therefor. If Lessor receives said 
funds or adequate assurance thereof within said ten (10) day period, the party 
responsible for making the repairs shall complete them as soon as reasonably 
possible and this Lease shall remain in full force and effect. If such funds 
or assurance are not received, Lessor may nevertheless elect by written notice 
to Lessee within ten (10) days thereafter to: (i) make such restoration and 
repair as is commercially reasonable with Lessor paying any shortage in 
proceeds, in which case this Lease shall remain in full force and effect; or 
(ii) have this Lease terminate thirty (30) days thereafter. Lessee shall not 
be entitled to reimbursement of any funds contributed by Lessee to repair any 
such damage or destruction. Premises Partial Damage due to flood or earthquake 
shall be subject to Paragraph 9.3, notwithstanding that there may be some 
insurance coverage, but the net proceeds of any such insurance shall be made 
available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of the occurrence of such
damage. Such termination shall be effective sixty (60) days following the date
of such notice. In the event Lessor elects to terminate this Lease, Lessee 
shall have the right within ten (1 0) days after receipt of the termination 
notice to give written notice to Lessor of Lessee's commitment to pay for the 
repair of such damage without reimbursement from Lessor. Lessee shall provide 
Lessor with said funds or satisfactory assurance thereof within thirty (30) 
days after making such commitment. In such event this Lease shall continue in 
full force and effect, and Lessor shall proceed to make such repairs as soon 
as reasonably possible after the required funds are available. If Lessee does 
not make the required commitment, this Lease shall terminate as of the date 
specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate sixty (60) days
following such Destruction. If the damage or destruction was caused by the 
gross negligence or willful misconduct of Lessee, Lessor shall have the right 
to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last six (6) months
of this Lease there is damage for which the cost to repair exceeds one (1)
month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease effective sixty (60) days following the date of occurrence of such damage
by giving a written termination notice to Lessee within thirty (30) days after
the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee
at that time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by, (a) exercising such option 
and (b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of (i)
the date which is ten days after Lessee's receipt of Lessor's written notice
purporting to terminate this Lease, or (ii) the day prior to the date upon 
which such option expires. If Lessee duly exercises such option during such 
period and provides Lessor with funds (or adequate assurance thereof) to cover 
any shortage in insurance proceeds, Lessor shall, at Lessor's commercially 
reasonable expense, repair such damage as soon as reasonably possible and this 
Lease shall continue in full force and effect. If Lessee fails to exercise 
such option and provide such funds or assurance during such period, then this 
Lease shall terminate on the date specified in the termination notice and 
Lessee's option shall be extinguished.

9.6 Abatement of Rent; Lessee's Remedies.

(a) Abatement. In the event of Premises Partial Damage or Premises
Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair, remediation or restoration. of such damage shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee and Lessor shall
have no liability for any such damage, destruction, remediation, repair or
restoration except as provided herein. See Paragraph 61

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises
and does not commence, in a substantial and meaningful way, such repair or
restoration within forty-five (45) days after such obligation shall accrue,
Lessee may, at any time prior to the commencement of such repair or
restoration, give written notice to Lessor and to any Lenders of which Lessee
has actual notice, of Lessee's election to terminate this Lease on a date not
less than sixty (60) days following the giving of such notice. If Lessee gives
such notice and such repair or restoration is not commenced within thirty (30)
days thereafter, this Lease shall terminate as of the date specified in said
notice. If the repair or restoration is commenced within said thirty (30)
days, this Lease shall continue in full force and effect. "Commence" shall
mean either the unconditional authorization of the preparation of the required
plans, or the beginning of the actual work on the Premises, whichever first
occurs.

9.7 Termination-Advance Payments. Upon termination of this Lease pursuant
to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made
concerning advance Base Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or is not then required to be, used by Lessor.

9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall 
govern the effect of any damage to or destruction of the Premises with respect 
to the termination of this Lease and hereby waive the provisions of any 
present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

10.1 Definition of "Real Property Taxes:' As used herein, the term "Real
Property Taxes" shall include any form of assessment; real estate, general, 
special, ordinary or extraordinary, or rental levy or tax (other than 
inheritance, personal income or estate taxes); improvement bond-and/or license 
fee imposed upon or levied against any legal or equitable interest of Lessor 
in the Premises, Lessor's right to other income therefrom, and/or Lessor's 
business of leasing, by any authority having the direct or indirect power to 
tax and where the funds are generated with reference to the Building address 
and where the proceeds so generated are to be applied by the city, county or 
other local taxing authority of a jurisdiction within which the Premises are 
located. The term "Real Property Taxes" shall also include any tax,
fee, levy, assessment or charge, or any increase therein, imposed by reason of
events occurring during the term of this Lease, including but not limited to, a
change in the ownership of the Premises.

10.2 See Paragraph 62

(a) Payment of Taxes. Lessor shall pay the Real Property Taxes
applicable to the Premises provided, however, that Lessee shall pay to Lessor
the amount, it any, by which Real Property Taxes applicable to the Premises
increase over the fiscal tax year during which the Commencement Date occurs
("Tax Increase"). Subject to Paragraph 10.2(b), payment of any such Tax Increase
shall be made by Lessee to Lessor within thirty (30) days after receipt of
Lessor's written statement setting forth the amount due and the computation
thereof. If any such taxes shall cover any period of time prior to or after the
expiration or termination of this Lease, Lessee's share of such taxes shall be
prorated to cover only that portion of the tax bill applicable to the period
that this Lease is in effect.

(b) Advance Payment. In the event Lessee incurs a late charge on any
Rent payment, Lessor may, at Lessor's option, estimate the current Real Property
Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee,
either: (i) in a lump sum amount equal to the amount due, at least twenty (20)
days prior to the applicable delinquency date; or (ii) monthly in advance with
the payment of the Base Rent. If Lessor elects to require payment monthly in
advance, the monthly payment shall be an amount equal to the amount of the
estimated installment of the Tax Increase divided by the number of months
remaining before the month in which said installment becomes delinquent. When
the actual amount of the applicable Tax Increase is known, the amount of such
equal monthly advance payments shall be adjusted as required to provide the
funds needed to pay the applicable Tax Increase. If the amount collected by
Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay
Lessor, upon demand, such additional sums as are necessary to pay such
obligations. All moneys paid to Lessor under this Paragraph may be intermingled
with other moneys of Lessor and shall not bear interest. In the event of a
Breach by Lessee in the performance of its obligations under this Lease, then
any balance of funds paid to Lessor under the provisions of this Paragraph may
at the option of Lessor, be treated as an additional Security Deposit.

(c) Additional Improvements. Notwithstanding anything to the contrary
in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the
entirety of any increase in Real Property Taxes assessed by reason of
Alterations or Utility Installations placed upon the Premises by Lessee or at
Lessee's request.

10.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be an equitable  proportion of the Tax Increase for all
of the land and  improvements  included  within  the tax parcel  assessed,  such
proportion  to  be  conclusively  determined  by  Lessor  front  the  respective
valuations  assigned in the assessor's work sheets or such other  information as
may be reasonably available.

10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all
taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee. When possible, Lessee shall cause such property to be assessed and
billed separately from the real property of Lessor. If any of Lessee's said
personal property shall be assessed with Lessor's real property, Lessee shall
pay Lessor the taxes attributable to Lessee's property within ten (10) days
after receipt of a written statement. 11. Utilities. Lessee shall pay for all
water, gas, heat, light, power, telephone, trash disposal and other utilities
and services supplied to the Premises, together with any taxes thereon. If any
such services are not separately metered to Lessee, Lessee shall pay a
reasonable proportion, to be determined by Lessor, of all charges jointly
metered.

12. Assignment and Subletting.

12.1 Lessor's Consent Required.

(a) Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, "assign or assignment") or sublet
all or any part of Lessee's interest in this Lease or in the Premises without
Lessor's prior written consent.

(c) The involvement of Lessee or its assets in any transaction, or series of 
transactions (by way of merger, sale, acquisition, financing, transfer, 
leveraged buy-out or otherwise), whether or not a formal assignment or 
hypothecation of this Lease or Lessee's assets occurs, which results or will 
result in a reduction of the Net Worth of Lessee by an amount greater than 
twenty-five percent (25%) of such Net Worth as it was represented at the time of
the execution of this Lease or at the time of the most recent assignment to 
which Lessor has consented, or as it exists immediately prior to said 
transaction or transactions constituting such reduction, whichever was or is 
greater, shall be considered an assignment of this Lease to which Lessor may 
withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee 
(excluding any guarantors) established under generally accepted accounting 
principles.

(d) An assignment or subletting without consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1 (c), or a
noncurable Breach without the necessity of any notice and grace period. If
Lessor elects to treat such unapproved assignment or subletting as a noncurable
Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30)
days written notice, increase the monthly Base Rent to one hundred ten percent
(I 10%) of the Base Rent then in effect. Further, in the event of such Breach
and rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to one hundred
ten percent (1 1 0%) of the price previously in effect, and (ii) all fixed and
non-fixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to One Hundred Ten Percent (1 1 0%) of the scheduled adjusted
rent.

(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor
shall be limited to compensatory damages and/or injunctive
relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor's consent, any assignment or subletting shall not: 
(i) be effective without the express written assumption by such assignee or 
sublessee of the obligations of Lessee under this Lease; (ii) release Lessee 
of any obligations hereunder; or (iii) alter the primary liability of Lessee 
for the payment of Rent or for the performance of any other obligations to be 
performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee's obligations
from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment
nor the acceptance of Rent or performance shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for Lessee's Default or Breach.

(c) Lessor's consent to any assignment or subletting shall not
constitute a consent to any subsequent assignment or
subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed 
directly against Lessee, any Guarantors or anyone else responsible for the 
performance of Lessee's obligations under this Lease, including any assignee 
or sublessee, without first exhausting Lessor's remedies against any other 
person or entity responsible therefore to Lessor, or any security held by 
Lessor.

(e) Each request for consent to an assignment or subletting shall be in 
writing, accompanied by information relevant to Lessor's determination as to 
the financial and operational responsibility and appropriateness of the 
proposed assignee or sublessee, including but not limited to the intended use 
and/or required modification of the Premises, if any, together with a fee of 
$500.00 as consideration for Lessor's considering and processing said request. 
Lessee agrees to provide Lessor with such other or additional information 
and/or documentation as may be reasonably requested.

(f) Any assignee of, or sublessee under, this Lease shall, by reason
of accepting such assignment or entering into such sublease, be deemed to have
assumed and agreed to conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary
to or inconsistent with provisions of an assignment or sublease to which Lessor
has specifically consented to in writing.

12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all Rent payable on any sublease, and Lessor may collect such Rent
and apply same toward Lessee's obligations under this Lease; provided, however,
that until a Breach shall occur in the performance of Lessee's obligations,
Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or
any assignment of such sublease, nor by reason of the collection of Rent, be
deemed liable to the sublessee for any failure of Lessee to perform and comply
with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor stating that a Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor all Rent due and to become due under the
sublease. Sublessee shall rely upon any such notice from Lessor and shall pay
all Rents to Lessor without any obligation or right to inquire as to whether
such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option,
require sublessee to attorn to Lessor, in which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise
of said option to the expiration of such sublease; provided, however, Lessor
shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such
sublessor.

(c) Any matter requiring the consent of the sublessor under a
sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part
of the Premises without Lessor's prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or
Breach by Lessee to the sublessee, who shall have the right
to cure the Default of Lessee within the grace period, if any, specified in such
notice. The sublessee shall have a right of reimbursement and offset from and 
against Lessee for any such Defaults cured by the sublessee.

13.   Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or rules under
this Lease. A "Breach" is defined as the occurrence of one or more of the
following Defaults, and the failure of Lessee to cure such Default within any
applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, and/or Security
Deposit or where the coverage of the property insurance described in Paragraph
8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee hereunder, whether to Lessor or to a third
party, when due, to provide reasonable evidence of insurance or surety bond, or
to fulfill any obligation under this Lease which endangers or threatens life or
property, where such failure continues for a period of three (3) business days
following written notice to Lessee.

(c) The failure by Lessee to provide (i) reasonable written evidence
of compliance with Applicable Requirements, (ii) the service contracts, (iii)
the rescission of an unauthorized assignment or subletting, (iv) a Tenancy
Statement, (v) a requested subordination, (vi) evidence concerning any guaranty
and/or Guarantor, (vii) any document requested under Paragraph 42 (easements),
or (viii) any other documentation or information which Lessor may reasonably
require of Lessee under the terms of this Lease, where any such failure
continues for a period of ten (10) days following written notice to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof,
other than those described in subparagraphs 13.1 (a), (b) or (c), above, where
such Default continues for a period of thirty (30) days after written notice;
provided, however, that if the nature of Lessee's Default is such that more than
thirty (30) days are reasonably required for its cure, then it shall not be
deemed to be a Breach if Lessee commences such cure within said thirty (30) day
period and thereafter diligently prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making of
any general arrangement or assignment for the benefit of creditors; (ii)
becoming a "debtor" as defined in 1 1 U.S.C. ss. 101 or any successor statute
thereto (unless, in the case of a petition filed against Lessee, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Lessee's assets located at the
Premises or of Lessee's interest in this Lease, where such seizure is not
discharged within thirty (30) days; provided, however, in the event that any
provision of this subparagraph (e) is contrary to any applicable law, such
provision shall be of no force or effect, and not affect the validity of the
remaining provisions.

(f) The discovery that any financial statement of Lessee or of any Guarantor 
given to Lessor was materially false.

(g) If the performance of Lessee's obligations under this Lease
is guaranteed: (i) the death of a Guarantor; (ii) the termination of a
Guarantor's liability with respect to this Lease other than in accordance with
the terms of such guaranty; (iii) a Guarantor's becoming insolvent or the
subject of a bankruptcy filing; (iv) a Guarantor's refusal to honor the
guaranty; or (v) a Guarantor's breach of its guaranty obligation on an
anticipatory basis, and Lessee's failure, within sixty (60) days following
written notice of any such event, to provide written alternative assurance or
security, which, when coupled with the then existing resources of Lessee, equals
or exceeds the combined financial resources of Lessee and the Guarantors that
existed at the time of execution of this Lease.

13.2 Remedies. It Lessee fails to perform any of its affirmative duties or
obligations, within ten (1 0) days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or
obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals. The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee upon receipt of invoice therefor. If any check given
to Lessor by Lessee shall not be honored by the bank upon which it is drawn,
Lessor, at its option, may require all future payments to be made by Lessee to
be by cashier's check. In the event of a Breach, Lessor may, with or without
further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. In such event Lessor shall be
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at
the time of termination; (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 that the Lessee proves
could have been reasonably avoided; (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 the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease
applicable to the unexpired term of this Lease. The worth at the time of award
of the amount referred to in provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of
the (*). Efforts by Lessor to mitigate damages caused by Lessee's Breach of this
Lease shall not waive Lessor's right to recover damages under Paragraph 12. If
termination of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover in such proceeding any unpaid
Rent and damages as are recoverable therein, or Lessor may reserve the right to
recover all or any part thereof in a separate suit. If a notice and grace period
required under Paragraph 13.1 was not previously given, a notice to pay rent or
quit, or to perform or quit given to Lessee under the unlawful detainer statute
shall also constitute the notice required by Paragraph 13.1. In such case, the
applicable grace period required by Paragraph 13.1 and the unlawful detainer
statute shall run concurrently, and the failure of Lessee to cure the Default
within the greater of the two such grace periods shall constitute both an
unlawful detainer and a Breach of this Lease entitling Lessor to the remedies
provided for in this Lease and/or by said statute.

(b) Continue this Lease and Lessee's right to possession and
recover the Rent as it becomes due, in which event Lessee
may sublet or assign, subject only to reasonable
limitations. Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's
interests, shall not constitute a termination of the
Lessee's right to possession.
(*) See Paragraph 65

(c) Pursue any other remedy now or hereafter available under the laws
or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's right
to possession shall not relieve Lessee from liability under any indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other
charges, or for the giving or paying by Lessor to or for Lessee of any cash or
other bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "Inducement Provisions,"
shall be deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease. Upon Breach of this Lease
by Lessee, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge,
bonus, inducement or consideration theretofore abated, given or paid by Lessor
under such an Inducement Provision shall be immediately due and payable by
Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.
The acceptance by Lessor of rent or the cure of the Breach which initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within ten (10) days after such amount shall be
due, then, without any requirement for notice to Lessee, Lessee shall pay to
Lessor a one-time late charge equal to $1,000.00 of each such overdue amount.
The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of such late payment.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's Default or Breach with respect to such overdue amount, nor prevent
the exercise of any of the other rights and remedies granted hereunder. In the
event that a late charge is payable hereunder, whether or not collected, for
three (3) consecutive installments of Base Rent, then notwithstanding any
provision of this Lease to the contrary, Base Rent shall, at Lessor's option,
become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within thirty (30) days following the date on which it was due for
non-scheduled payment, shall bear interest from the date when due, as to
scheduled payments, or the thirty-first (31st) day after it was due as to
non-scheduled payments. The interest ("Interest") charged shall be equal to the
prime rate reported in the Wall Street Journal as published closest prior to the
date when due plus 4%, but shall not exceed the maximum rate allowed by law.
Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4.

13.6 Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time shall in no event be less than thirty (30) days after receipt by Lessor,
and any Lender whose name and address shall have been furnished Lessee in
writing for such purpose, of written notice specifying wherein such obligation
of Lessor has not been performed; provided, however, that if the nature of
Lessor's obligation is such that more than thirty (30) days are reasonably
required for its performance, then Lessor shall not be in breach if performance
is commenced within such thirty (30) day period and thereafter diligently
pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that
neither Lessor nor Lender cures said breach within thirty (30)
days after receipt of said written notice, or if having
commenced said cure they do not diligently pursue it to
completion, then Lessee may elect to cure said breach at
Lessee's expense and offset from Rent an amount equal to the
greater of two (2) month's Base Rent or the Security Deposit,
and to pay an excess of such expense under protest, reserving
Lessee's right to reimbursement from Lessor. Lessee document
the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "Condemnation"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than ten percent (10%) of any building portion of the
premises, or more than twentyfive percent (25%) of the land area portion of the
premises not occupied by any building, is taken by Condemnation, Lessee may, at
Lessee's option, to be exercised in writing within ten (10) days after Lessor
shall have given Lessee written notice of such taking (or in the absence of such
notice, within ten (i 0) days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided,
however, that Lessee shall be entitled to any compensation for Lessee's
relocation expenses, loss of business goodwill and/or Trade Fixtures, without
regard to whether or not this Lease is terminated pursuant to the provisions of
this Paragraph. All Alterations and Utility Installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor. In the event that this Lease is not terminated by reason of
the Condemnation, Lessor shall repair any damage to the Premises caused by such
Condemnation.

15. Brokers' Fee.

15.3 Representations and Indemnities of Broker Relationships. Lessee and
Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Lease, and that no one other than said named Brokers is
entitled to any commission or finder's fee in connection herewith. Lessee and
Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

(a) Each Party (as "Responding Party") shall within ten (10) days
after written notice from the other Party (the "Requesting Party") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "Estoppel Certificate" form published by the
American Industrial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

(b) If the Responding Party shall fail to execute or deliver the
Estoppel Certificate within such ten day period, the
Requesting Party may execute an Estoppel Certificate stating that: (i) the 
Lease is in full force and effect without modification except as may be 
represented by the Requesting Party; (ii) there are no uncured defaults in the 
Requesting Party's performance; and (iii) it Lessor is the Requesting Party, 
not more than one month's rent has been paid in advance. Prospective 
purchasers and encumbrancers may rely upon the Requesting Party's Estoppel 
Certificate, and the Responding Party shall be estopped from denying the truth 
of the facts contained in said Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee and all Guarantors shall deliver to any potential
lender or purchaser designated by Lessor such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to
Lessee's financial statements for the past three (3) years. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the tee title to the Premises, or, if this
is a sublease, of the Lessee's interest in the prior lease. In the event of a
transfer of Lessor's title or interest in the Premises or this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid, the
prior Lessor shall be relieved of all liability with respect to the obligations
and/or covenants under this Lease thereafter to be performed by the Lessor.
Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined. Notwithstanding the above, and subject to the provisions of Paragraph
20 below, the original Lessor under this Lease, and all subsequent holders of
the Lessor's interest in this Lease shall remain liable and responsible with
regard to the potential duties and liabilities of Lessor pertaining to Hazardous
Substances as outlined in Paragraph 6 above.

18. Severability. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of Paragraph 17 above, 
the obligations of Lessor under this Lease shall not constitute personal 
obligations of Lessor, the individual partners of Lessor or its or their 
individual partners, directors, officers or shareholders, and Lessee shall look 
to the Premises, and to no other assets of Lessor, for the satisfaction of any 
liability of Lessor with respect to this Lease, and shall not seek recourse
against the individual partners of Lessor, or its or their individual partners,
directors, officers or shareholders, or any of their personal assets for such 
satisfaction. See Paragraph 67

21. Time of Essence. Time is of the essence with respect to the performance
of all obligations to be performed or odserved by the Parties under
this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains
all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or
understanding shall be effective. Lessor and Lessee each represents and warrants
to the Brokers that it has made, and is relying solely upon, its own
investigation as to the nature, quality, character and financial responsibility
of the other Party to this Lease and as to the nature, quality and character of
the Premises. Brokers have no responsibility with respect thereto or with
respect to any default or breach hereof by either Party. The liability
(including court costs and Attorneys' fees), of any Broker with respect to
negotiation, execution, delivery or performance by either Lessor or Lessee under
this Lease or any amendment or modification hereto shall be limited to an amount
up to the fee received by such Broker pursuant to this Lease; provided, however,
that the foregoing limitation on each Broker's liability shall not be applicable
to any gross negligence or willful misconduct of such Broker.

23.     Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease
shall be in writing and may be delivered in person (by hand or by courier) or
may be sent by regular, certified or registered mail or U.S. Postal Service
Express Mail, with postage prepaid, or by facsimile transmission, and shall be
deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted adjacent to a Party's signature on this Lease shall be that
Party's address for delivery or mailing of notices. Either Party may by written
notice to the other specify a different address for notice, except that upon
Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return 
receipt requested, shall be deemed given on the date of delivery shown on the 
receipt card, or if no delivery date is shown, the postmark thereon. If sent by 
regular mail the notice shall be deemed given forty-eight (48) hours after the 
same is addressed as required herein and mailed with postage prepaid. Notices 
delivered by United States Express Mail or overnight courier that guarantee 
next day delivery shall be deemed given twenty-four (24) hours after delivery 
of the same to the Postal Service or courier. Notices transmitted by facsimile 
transmission or similar means shall be deemed delivered upon telephone 
confirmation of receipt, provided a copy is also delivered via delivery or 
mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be 
deemed received on the next business day.

24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant 
or condition hereof by Lessee, shall be deemed a waiver of any other term, 
covenant or condition hereof, or of any subsequent Default or Breach by Lessee 
of the same or of any other term, covenant or condition hereof. Lessor's 
consent to, or approval of, any act shall not be deemed to render unnecessary 
the obtaining of Lessor's consent to, or approval of, any subsequent or 
similar act by Lessee, or be construed as the basis of an estoppel to enforce 
the provision or provisions of this Lease requiring such consent. The 
acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by 
Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys 
or damages due Lessor, notwithstanding any qualifying statements or conditions 
made by Lessee in connection therewith, which such statements and/or 
conditions shall be of no force or effect whatsoever unless specifically 
agreed to in writing by Lessor at or before the time of deposit of such 
payment. (**) See Paragraph 68

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum
of this Lease for recording purposes. The Party requesting recordation
shall be responsible for payment of any fees applicable thereto.

26. No Right To Holdover. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to
one hundred fifty percent (1 50%) of the Base Rent applicable during the month
immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Lessor to any holding over by Lessee.

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

28. Covenants and Conditions; Construction of Agreement. All provisions of
this Lease to be observed or performed by Lessee are both
covenants and conditions. In construing this Lease, all headings and titles are
for the convenience of the parties only and shall not be considered a part of
this Lease. Whenever required by the context, the singular shall include the
plural and vice versa. This Lease shall not be construed as if prepared by one
of the parties, but rather according to its fair meaning as a whole, as if both
parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lessor's Lendee') shall have no liability or obligation to
perform any of the obligations of Lessor under this Lease. Any Lender may elect
to have this Lease and/or any Option granted hereby superior to the lien of its
Security Device by giving written notice thereof to Lessee whereupon this Lease
and such Options shall be deemed prior to such Security Device, notwithstanding
the relative dates of the documentation or recordation thereof.

30.2 Attornment. Subject to the non-disturbance provisions of Paragraph 30.3,
Lessee agrees to attorn to a Lender or any other party who acquires ownership of
the Premises by reason of a foreclosure of a Security Device.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor
after the execution of this Lease, Lessee's subordination of this Lease shall be
subject to receiving a commercially reasonable non-disturbance agreement (a
"Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement
provides that Lessee's possession of the Premises, and this Lease, including any
options to extend the term hereof, will not be disturbed so long as Lessee is
not in Breach hereof and attorns to the record owner of the Premises. Further,
within sixty (60) days after the execution of this Lease, Lessor shall use its
commercially reasonable efforts to obtain a NonDisturbance Agreement from the
holder of any pre-existing Security Device which is secured by the Premises. In
the event that Lessor is unable to provide the Non-Disturbance Agreement within
said sixty (60) days, then Lessee may, at Lessee's option, essor's lender and
attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement. * See Paragraph 69.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be
effective without the provided, however, that, upon written request from Lessor
or a Lender in connection with a sale, financing or and Lessor shall execute
such further writings as may be reasonably required to separately document any
subordination, attornment and/or NonDisturbance Agreement provided for herein.

31. Attorneys' Fees. If any Party or Broker brings an action or proceeding
involving the Premises to enforce the terms hereof or to declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
action, or appeal thereon, shall be entitled to reasonable attorneys'fees. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or
not such action or proceeding is pursued to decision or judgment. The term,
"Prevailing Party" shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be, whether
by compromise, settlement, judgment, or the abandonment by the other Party or
Broker of its claim or defense. The attorneys' fees award shall not be computed
in accordance with any court fee schedule, but shall be such as to fully
reimburse

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents 
shall have the right to enter the Premises at any time, in the case of an 
emergency, and otherwise at reasonable times for the purpose of showing the 
same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises as Lessor may 
deem necessary. All such activities shall be without abatement of rent or 
liability to Lessee. Lessor may at any time place on the Premises any ordinary 
"For Sale" signs and Lessor may during the last six (6) months of the term 
hereof place on the Premises any ordinary "For Lease" signs. Lessee may at any 
time place or about the Premises any ordinary "For Sublease" sign.

34. Signs. Except for ordinary "For Sublease" signs, Lessee shall not place any
sign upon the Premises consent. All signs must comply with all Applicable
Requirements. Which will not be unreasonably withheld.

35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this L4as see, the mutual
termination or cancellation hereof, or a termination hereof by Lessor
for Breach by Lessee, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, that Lessor may elect
to continue any one or all existing subtenancies. Lessor's failure
within ten (1 0) days following any such event to elect to the contrary
by written notice to the holder of any such lesser interest, shall
constitute Lessor's election to have such event constitute the
termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs
and expenses (including but not limited to architects', attorneys',
engineers'and other consultants'fees) incurred in the consideration of, or
response to, a request by Lessee for any Lessor consent, including but not
limited to consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and
supporting documentation therefor. Lessor's consent to any act, assignment or
subletting shall not constitute an acknowledgment that no Default or Breach by
Lessee of this Lease exists, nor shall such consent be deemed a waiver of any
then existing Default or Breach, except as may be otherwise specifically stated
in writing by Lessor at the time of such consent. The failure to specify herein
any particular condition to Lessor's consent shall not preclude the imposition
by Lessor at the time of consent of such further or older conditions as are then
reasonable with reference to the particular matter for which consent is being
given. In the event that either Party disagrees with any determination made by
the other hereunder and reasonably requests the reasons for such determination,
the determining p furnish its reasons in writing and in reasonable detail within
ten (10) business days following such request. See Paragraph 70.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance
of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39. Options.

39.1 Definition. "Option" shall mean: (a) the right to extend the term of
or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the r purchase or the right
of first refusal to purchase the Premises or other property of Lessor.

39.2 (*) See Paragraph 71

39.3 Multiple Options. In the event that Lessee has any multiple Options
to extend or renew this Lease, a later Oprion cannot be exercised unless the
prior Options have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise an Option: (i) during the
period commencing with the giving of any notice of Default and continuing until
said Default is cured; (ii) during the period of time any Rent is unpaid
(without regard to whether notice thereof is given Lessee); (iii) during the
time Lessee is in Breach of this Lease; or (iv) in the event that Lessee has
been given three (3) or more notices of separate Default, whether or not the
Defaults are cured, during the twelve (12) month period immediately preceding
the exercise of the Option.

(b) The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).

(c) An Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option, it, after such
exercise and prior to the commencement of the extended term, (i) Lessee fails to
pay Rent for a period of thirty (30) days after such Rent becomes due (without
any necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee
three (3) or more notices of separate Default during any twelve (12) month
period, whether or not the Defaults are cured, or (iii) if Lessee commits a
Breach of this Lease.

40. Multiple Buildings. If the Premises are a part of a group of buildings
controlled by Lessor, Lessee agrees that it will observe all reasonable rules
and regulations which Lessor may make from time to time for the management,
safety, and care of said properties, including the care and cleanliness of the
grounds and including the parking, loading and unloading of vehicles, and that
Lessee will pay its fair share of common expenses incurred in connection
therewith.

41. Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42. Reservations. Lessor reserves to itself the right, from time to time, to
grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of parcel
maps and restrictions, so long as such ea rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to documents reasonably requested by Lessor to effectuate
any such easement rights, dedication, map or restrictions. (*) See Para

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

44. Authority. If either Party hereto is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized
to execute and deliver this Lease on its behalf. Each party shall, within ten
(10) days after request, deliver to the other party satisfactory evidence of
such authority.

45. Conflict. Any conflict betwee the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.

46. Offer. Preparation of this Lease by either Party or their agent and
submission of same to the other Party shall not be deemed an offer to
lease to the other Party. This Lease is not intended to be binding until
executed and delivered by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.

48. Multiple Parties. If more than one person or entity is named herein as
either Lessor or Lessee, such multiple Parties shall have joint and several 
responsibility to comply with the terms of this Lease.

49. Mediation and Arbitration of Disputes. An Addendum requiring the
Mediation and/or the Arbitration of all disputes between the Parties
and/or Brokers arising out of this Lease [:] is Eitis not attached to
this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGEDTO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
  
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING* IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES IS LOCATED.

The  parties  hereto  have  executed  this  Lease at the  place and on the dates
specified above their respective signatures.

Executed at:  Los Angeles, CA
By LESSOR: Sepulveda Group, LLC
Address: 2236 Barrington Avenue
Los Angeles, CA 90064
(310) 473-1527
(310) 268-8298


By LESSEE: ModaCAD, Inc., a California Corporation
Lee Freedman, CFO

                                   ADDENDUM TO
           STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - GROSS
                                 NOVEMBER 6,1997



PROPERTY:                           3861 SEPULVEDA BOULEVARD

BY AND BETWEEN:                     (LESSOR) SEPULVEDA GROUP, LLC

                                    (LESSEE) MODACAD, INC.

50. TERM COMMENCEMENT DATE: The Term Commencement Date shall be upon
substantial completion of Tenant Improvements that are Lessor's
obligation to complete, to the extent that Lessee can occupy the
Premises and be fully operational, and that final approval from the
City is received for any work where permits are required by code,
pertaining to the Tenant Improvements which are Lessor's obligation to
complete.

51. BASE RENT: The Base Monthly Rental Rate of $28,485.20 includes a Tenant
Improvement Allowance of $200,000.00. The Base Rent for months two (2)
and three (3) of the lease term shall be abated.

52. SECURITY DEPOSIT: Lessee's Security Deposit shall be an amount equal to
two (2) months' full rent. If the Lessee has not been in default of any
of the terms of the Lease by the end of the 14th month then $28,485.20
of the Security Deposit shall be applied to the rent due for the 15 Ih
month of the lease term.

53. CONSTRUCTION OF TENANT IMPROVEMENTS: Promptly upon execution and delivery 
of this Lease, Lessor shall cause to have prepared a set of plans and 
specifications for Tenant Improvements to be constructed in the subject 
property, according to preliminary space plan approved by Tenant and attached 
hereto. Said Plans and Tenant Improvements are subject to the mutual approval 
of both parties hereto. The Lessor shall spend a maximum of $200,000.00 to 
construct said Tenant Improvements. Any costs for said Tenant Improvements in 
excess of $200,000.00 shall be paid for by Lessee. Upon execution of Leases, 
Lessee shall pay to Lessor $50,000.00 toward Lessee's Tenant Improvements. In 
the event Lessee's Tenant Improvements are less than $250,000.00, Lessor shall 
return any excess monies to Lessee upon completion of Lessee's Tenant 
Improvements.

The Tenant Improvement Allowance shall include all costs associated with the
construction of Tenant Improvements including but not limited to the cost of.
creation of plans and working drawings, permitting fees, contractor /
subcontractor fees, construction materials, supplies and clean up of the
Premises.

The improvements will be constructed in accordance with the plans and
specifications mutually approved by Lessee and Lessor. Said plans and
specifications shall be attached to this Lease (See EXHIBIT A "Plans And
Specifications"). All work is to comply with applicable building codes, and
building permits are required.

54. RENT ADJUSTMENTS: SEE ATTACHED.

55. OPTION TO EXTEND: SEE ATTACHED.

56. PLANS AND SPECIFICATIONS: SEE ATTACHED ("EXHIBIT N')

57. 2.3 (b) - The following words are hereby added where marked *- "Lessor shall
make such Capital Expenditures".

58. 7.1 (a), (b) (c) and 7.2. - The following sentences are hereby added to
the end of Paragraph 7. Where marked *: "Notwithstanding any provisions
contained herein to the contrary Lessee shall be responsible for the
maintenance and repairs of the HVAC, Elevator and Boiler except that
any cost of replacement of such equipment or any parts thereof shall be
the responsibility of the Lessor. For purposes of this provision cost
of replacement is defined as any single cost over $1,500.00. In such
event Lessee shall provide detailed cost to Lessor for its approval,
except in the case of emergency."

59. Omitted Intentionally.

60. 8.8 - The following sentence is hereby added to the end of this
paragraph where marked *: "This paragraph shall not apply to Lessor's
willful misconduct."

61. 9.6 (b) - Notwithstanding anything to the contrary in this paragraph
9.6 (b), said repair or restoration referred to therein must commence
within 45 days of Lessor being informed of the damage which Lessor is
responsible to repair or restore. After commencement, repairs or
restoration is to be completed within 120 days.

62. 10.2 (a) - The following wording is hereby added where marked *:
Notwithstanding anything to the contrary in this section, Lessee shall
not be responsible for any increase in real property taxes due to sale
or transfer of the demised premises.

63. (a) Lessor's share of profit on Assignment of Sublease shall be fifty
(50%) percent of the Profit (the Lessor's Share). If the Lessee assigns
or subleases during the initial lease term or the Option Period the
following shall also apply: Lessee shall pay to Lessor as Additional
Rent under the Lease the Lessor's Share of the Profit (defined below) on
such transaction as and when received by Lessee.
The "Profit" means (A) all amounts paid to Lessee for such assignment or
sublease, including "key" money, monthly rent in excess of the monthly rent
payable under the Lease, and all fees and other consideration paid for the
assignment or sublease, including fees under any collateral agreements, less (B)
costs and expenses directly incurred by Lessee in connection with the execution
and performance of such assignment or sublease for real estate broker's
commissions and costs or renovation or construction of tenant improvements
required under such assignment or sublease. Lessee is entitled to recover such
costs and expenses before Lessee is obligated to pay the Lessor's Share to
Lessor. The Profit in the case of a sublease of less than all the Property is
the rent allocable to the subleased space as a percentage on a square footage
basis.

Lessee shall provide Lessor a written statement certifying all amounts to be
paid from any assignment or sublease of the Property within thirty (30) days
after the transaction documentation is signed. On written request, Lessee shall
promptly furnish to Lessor copies of all the transaction documentation, for the
duration of the transaction, all of which shall be certified by Lessee to be
complete, true and correct. Lessor's receipt of Lessor's Share shall not be a
consent to any further assignment or subletting. The breach of Lessee's
obligation under this Paragraph shall be a material default of the Lease.


63. (b) Notwithstanding the provisions of paragraph 63 (a) herein above, Lessee
shall have the right to sublease up to a maximum of five thousand (5,000 sf) of
the leased Premises according to all sublease provisions herein and does not
have to pay Lessor any share of any potential Profit.

64. Omitted Intentionally.

65. 13.2 (a) - The following words are hereby added under paragraph 13.3
(a) where marked .*: which is the same rate used in section 13.5, that being 
prime rate reported in the Wall Street Journal plus 4%."

66. Omitted Intentionally.

67. 20. - The same limitation of liability for Lessor in this paragraph is 
granted to Lessee.

69. 24. - The Waiver rights of Lessor under this paragraph are made reciprocal
to Lessee.

69. 30.3 The following wording is hereby added to paragraph 30.0 where marked *
: "Notwithstanding anything to the contrary contained herein, as a condition 
for executing this Lease, Lessee is to be provided with a Non-Disturbance 
Agreement by Lessor from its current lender. Modacad, Inc. must have a secure 
Lease as against any new owners or lenders."

70. 36. - The following wording is added where marked *: Any costs anticipated 
to be charged to Lessee by Lessor for expenses in response to a request by 
Lessee for any service to be provided by Lessor shall first receive prior 
written approval of Lessee."

71. 39.2 - The following wording is added where marked *: In the event there 
is a Sublessee, the Sublessee shall have the same rights as the Lessee under 
this lease including the renewal option.

72. 42. - The following wording is hereby added where marked *: 
Notwithstanding anything to the contrary contained herein, easement rights and 
I dedications are limited to governmental agencies only.

                               RENT ADJUSTMENT(S)
                                   ADDENDUM TO
                                 STANDARD LEASE


Dated  November 6, 1997
By and Between (Lessor) Sepulveda Group, LLC
                  (Lessee) ModaCAD, Inc., a California Corporation

Property Address: 3861 Sepulveda Boulevard, Culver Citv, CA 9 0230

Paragraph - 54.

A.       RENT ADJUSTMENTS:

The monthly rent for each month of the adjustment period(s) specified below
shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

X   I.       Cost of Living Adjustment(s) (COL)

a On (Fill in COL Adjustment Date(s): - January 1. 1999 and every twelve (12)
months thereafter the monthly rent payable under paragraph 1.5 ("Base Rent") of
the attached Lease shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): CPIW (Urban Wage Earners and
Clerical Workers) or CPI U (All Urban Consumers), for (Fill in Urban Area): Los
Angeles-Anaheim-Riverside, All Items (1982-1984 = 100), herein referred to as
"C.Pl." Said increases shall be a minimum of three (3%) percent per per annum
and in no event exceed five (5%) percent per annum.
(b) The monthly rent payable in accordance with paragraph AI(a) of this
addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the C. P 1. of the calendar month 2 (two) months prior to the
month(s) specified in paragraph AI(a) above during which the adjustment is to
take effect, and the denominator of which shall be the C.P.I. of the calendar
month which is two (2) months prior to (select one): X the first month of the
term of this Lease as set forth in paragraph 1.3 ("Base Month") or 0 (Fill in
Other "Base Month"): The sum so calculated shall constitute the new monthly rent
hereunder, but in no event, shall any such new monthly rent be less than the
rent payable for the month immediately preceding the date for rent adjustment.
(c) In the event the compilation and/or publication of the C.Pl. shall
be transferred to any other governmental department or bureau or agency or shall
be discontinued, then the index most nearly the same as the C.P. 1. shall be
used to make such calculation. In the event that Lessor and Lessee cannot agree
on such alternative index, then the matter shall be submitted for decision to
the American Arbitration Association in accordance with the then rules of said
association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.




Initials:
Initials:



OPTION(S) TO EXTEND
ADDENDUM TO
STANDARD LEASE


Dated November 6, 1997
By and Between (Lessor) Sepulveda Group, LLC
(Lessee) ModaCAD, Inc., a California Corporation
Property Address: 3861 Sepulveda Boulevard, Culver City, CA 90230

Paragraph - 55.

A. OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for 1
additional -12-0 month period(s) commencing when the prior term expires upon
each and all of the following terms and conditions:

(i) Lessee gives to Lessor, and Lessor actually receives on a date which
is prior to the date that the option period would commence (if
exercised) by at least 6 andnotmorethan 12 months, a written notice
of the exercise of the option(s) to extend this Lease for said
additional term(s), time being of essence. If said notification of
the exercise of said option(s) is (are) not so given and received,
the option(s) shall automatically expire; said option(s) may (if more
than one) only be exercised consecutively;

(ii) The provisions of paragraph 39 as amended including the provision
relating to default of Lessee set forth in paragraph 39.4 of this Lease are
conditions of this Option;

(iii) All of the terms and conditions of this Lease except where specifically
modified by this option shall apply;

(iv) The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below:
(Check Method(s) to be Used and Fill in Appropriately)
X I. Cost of Living Adjustment(s) (COL)

(a) On (Fill in COL Adjustment Date(s): March 1, 2006 and every
twelve (12) months thereafter the monthly rent payable under paragraph 1.5
("Base Rent") of the attached Lease shall be adjusted by the change, if any,
from the Base Month specified below, in the Consumer Price Index of the Bureau
of Labor Statistics of the U.S. Department of Labor for (select one) CPIW (Urban
Wage Earners and Clerical Workers) CPI U (All Urban Consumers), for (Fill in
Urban Area): Los Angeles-Anaheim-Riverside, All Items (1982-1984 = 100), herein
referred to as "CPI". Said increases shall be a minimun of three (3% )percent
per annum and in no event exceed five (5%) percent per annum.

(b) The monthly rent payable in accordance with paragraph AI(a) of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the C. RI. of the calendar month 2 (two) months prior to the
month(s) specified in paragraph AI(a) above during which the adjustment is to
take effect, and the denominator of which shall be the C.P.I. of the calendar
month which is two (2) months prior to (select one): [E the first month of the
term of this Lease as set forth in paragraph 1.3 ("Base Month") or El (Fill in
Other "Base Month"): The sum so calculated shall constitute the new monthly 
rent hereunder, but in no event, shall any such new monthly rent be less than 
the rent payable for the month immediately preceding the date for rent 
adjustment.

(c) In the event the compilation and/or publication of the C.P.I. shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the C.P.I. shall be used to
make such calculation. In the event that Lessor and Lessee cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
association and the decision ot the arbitrators shall be binding upon the
parties. The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.