AIR  COMMERCIAL  REAL  ESTATE  ASSOCIATION
STANDARD  INDUSTRIAL/COMMERCIAL
MULTI-TENANT  LEASE  -  GROSS

1.              BASIC  PROVISIONS  ("BASIC  PROVISIONS").

     1.1  PARTIES:  This  Lease  ("LEASE"),  dated  for  reference purposes only
December  1,  2003  ,  is  made  by  and  between  Marlborough  Square Equities,
LLC("LESSOR")  and  Kevin  Ryan,  and Idvidual, dba Xtreme Companies ("LESSEE"),
(collectively  the  "PARTIES",  or  individually  a  "PARTY").

     1.2(a)  PREMISES:  That  certain portion of the Project (as defined below),
including  all  improvements therein or to be provided by Lessor under the terms
of  this  Lease, commonly known by the street address of 2060 Chicago Ave, Sutie
5-0 , located in the City of RIverside , County of RIverside, State of CA , with
zip  code  92507  ,  as  outlined  on Exhibit C attached hereto ("PREMISES") and
generally  described  as  (describe  briefly  the  nature  of  the  Premises):
Approximately  4,156  squarre  feet  part of a 479,067 square feet business park
commonly  known  as  Riverside  Tech  &  Business  Park.

In  addition  to  Lessee's  rights to use and occupy the Premises as hereinafter
specified,  Lessee  shall  have  non-exclusive rights to any utility raceways of
the  building  containing  the Premises (" BUILDING")and to the Common Areas (as
defined  in  Paragraph  2.7  below),  but  shall  not  have  any  rights  to the
roof,  or  exterior  walls  of  the  Building  or  to any other buildings in the
Project.  The Premises, the Building, the Common Areas, the land upon which they
are located, along with all other buildings and improvements thereon, are herein
collectively  referred  to  as  the  "  PROJECT."  (See  also  Paragraph  2)

     1.2(b)  PARKING:  Four  (4)  unreserved  vehicle parking spaces . (See also
Paragraph  2.6)

     1.3  TERM: Zero years and 6 months ("ORIGINAL TERM") commencing December 1,
2003  ("COMMENCEMENT  DATE")  and ending May 30, 2004 ("EXPIRATION DATE") . (See
also  Paragraph  3)

     1.4  EARLY POSSESSION : NA ("EARLY POSSESSION DATE") . (See also Paragraphs
3.2  and  3.3)

     1.5 BASE RENT: $ per month ("BASE RENT") , payable on the day of each month
commencing  December  1,  2003  .  (See  also  Paragraph  4)

   If  this box is checked, there are provisions in this Lease for the Base Rent
to  be  adjusted.

    1.6  LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES : Zero $ 6/`00 (.0867
%)  ("LESSEE'S  SHARE  ").  Lessee's  Share  has been calculated by dividing the
approximate  square footage of the Premises by the approximate square footage of
the  Project. In the event that that size of the Premises and/or the Project are
modified  during the term of this Lease, Lessor shall recalculate Lessee's Share
to  reflect  such  modification.

     1.7  BASE  RENT  AND  OTHER  MONIES  PAID UPON EXECUTION : (a) BASE RENT: $
1870.20  for  the  period  the  first  month  of  the  least  term  .

     (b)  COMMON  AREA  OPERATING  EXPENSES  : $ 187.02 for the period the first
month  .

     (c)  SECURITY  DEPOSIT  :  $  1,111.11  ("SECURITY  DEPOSIT")  .  (See also
Paragraph  5)

     (d)  OTHER:  $  n/a  for  n/a  .

     (e)  TOTAL  DUE  UPON  EXECUTION  OF  THIS  LEASE  :  $  $6,171.66
..

     1.8  AGREED  USE  :  Warehouse  storage  for  boats

     1.9 INSURING PARTY. Lessor is the "INSURING PARTY" . (See also Paragraph 8)

     1.10  REAL  ESTATE  BROKERS  :  (See  also  Paragraph  15)

  (See  also  Paragraph  6)
     (a)  REPRESENTATION : The following real estate brokers (the "BROKERS") and
brokerage  relationships  exist  in  this  transaction (check applicable boxes):
represents  Lessor  exclusively  (  "LESSOR'S  BROKER"  );  represents  Lessee
exclusively  ( "LESSEE'S BROKER" ); or 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  Brokers  the brokerage fee agreed to in a
separate written agreement (or if there is no such agreement, the sum of or % of
the  total  Base  Rent  for  the  brokerage  services  rendered by the Brokers).

                1.11          GUARANTOR.  The  obligations  of  the Lessee under
this  Lease  are  to  be  guaranteed  by  leasee  is  signing  as  an Individual

("GUARANTOR"  ).  (See  also  Paragraph  37)

     1.12  ATTACHMENTS.  Attached  hereto  are  the  following,  all  of  which
constitute  a part of this Lease: an Addendum consisting of Paragraphs A through
F  ;

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  Rent,  is  an  approximation  which  the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not  the  actual  size  is  more  or less. NOTE: LESSEE IS ADVISED TO VERIFY THE
ACTUAL  SIZE  PRIOR  TO  EXECUTING  THIS  LEASE  .
     2.2 CONDITION . Lessor shall deliver that portion of the Premises contained
within  the  Building  (" UNIT") to Lessee broom clean and free of debris on the
Commencement  Date or the Early Possession Date, whichever first occurs (" START
DATE"),  and,  so  long as the required service contracts described in Paragraph
7.1(b)  below  are obtained by Lessee and in effect within thirty days following
the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting,  heating,  ventilating and air conditioning systems (" HVAC"), loading
doors,  sump  pumps, if any, and all other such elements in the Unit, other than
those  constructed by Lessee, shall be in good operating condition on said date,
that  the  structural  elements of the roof, bearing walls and foundation of the
Unit  shall  be  free  of  material  defects, and that the Unit does not contain
hazardous levels of any mold or fungi defined as toxic under applicable state or
federal law. If a non-compliance with such warranty exists as of the Start Date,
or  if  one  of  such  systems or elements should malfunction or fail within the
appropriate  warranty  period,  Lessor  shall,  as Lessor's sole obligation with
respect  to  such  matter,  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, malfunction or failure, rectify same
at  Lessor's  expense. The warranty periods shall be as follows: (i) 6 months as
to  the  HVAC  systems,  and  (ii) 30 days as to the remaining systems and other
elements  of the Unit. If Lessee does not give Lessor the required notice within
the  appropriate  warranty  period,  correction  of  any  such  non-compliance,
malfunction  or  failure shall be the obligation of Lessee at Lessee's sole cost
and  expense  (except  for  the  repairs  to  the  fire sprinkler systems, roof,
foundations,  and/or  bearing  walls  -  see  Paragraph  7).
     2.3  COMPLIANCE  .  Lessor  warrants  that to the best of its knowledge the
improvements on the Premises and the Common Areas comply with the building codes
that  were in effect at the time that each such improvement, or portion thereof,
was constructed, and also with all applicable laws, covenants or restrictions of
record,  regulations,  and  ordinances in effect on the Start Date ( "APPLICABLE
REQUIREMENTS"  ).  Said  warranty does not apply to the use to which Lessee will
put  the  Premises,  modifications  which  may be required by the Americans with
Disabilities  Act or any similar laws as a result of Lessee's use (see Paragraph
49),  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  APPLICABLE  REQUIREMENTS, AND ESPECIALLY THE
ZONING  ARE  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  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 so as to require
during  the  term  of  this  Lease  the  construction  of  an  addition to or an
alteration  of  the  Unit,  Premises  and/or  Building,  the  remediation of any
Hazardous  Substance, or the reinforcement or other physical modification of the
Unit,  Premises  and/or  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,  provided,  however,  that  if such
Capital  Expenditure  is  required during the last 2 years of this Lease and the
cost  thereof  exceeds  6  months'  Base  Rent,  Lessee  may  instead  terminate
this  Lease  unless  Lessor  notifies  Lessee,  in writing, within 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 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  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 Lessor and Lessee shall allocate the obligation to pay for
the  portion  of  such costs reasonably attributable to the Premises pursuant to
the formula set out in Paragraph 7.1(d); provided, however, that if such Capital
Expenditure  is  required  during  the  last  2 years of this Lease or if Lessor
reasonably  determines  that  it  is  not economically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior
written  notice  to  Lessee unless Lessee notifies Lessor, in writing, within 10
days  after receipt of Lessor's termination notice that Lessee will pay for such
Capital  Expenditure. If Lessor does not elect to terminate, and fails to tender
its  share  of  any  such Capital Expenditure, Lessee may advance 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  30  days  written  notice  to  Lessor.
(c)  Notwithstanding  the  above, the provisions concerning Capital Expenditures
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 either: (i)
immediately  cease  such  changed use or intensity of use and/or take such other
steps  as  may  be  necessary  to  eliminate  the  requirement  for such Capital
Expenditure,  or  (ii)  complete  such  Capital  Expenditure at its own expense.
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 the Americans with Disabilities Act), 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  Brokers have 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: (i) Brokers have made no representations,
promises  or  warranties  concerning  Lessee's  ability  to  honor  the Lease or
suitability  to occupy the Premises, and (ii) it is Lessor's sole responsibility
to  investigate  the  financial
capability  and/or  suitability  of  all  proposed  tenants.
     2.5  LESSEE  AS  PRIOR  OWNER/OCCUPANT  .  The warranties made by Lessor in
Paragraph  2  shall  be  of 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.
     2.6 VEHICLE PARKING . Lessee shall be entitled to use the number of Parking
Spaces  specified  in  Paragraph  1.2(b)  on  those portions of the Common Areas
designated  from  time  to time by Lessor for parking. Lessee shall not use more
parking  spaces  than said number. Said parking spaces shall be used for parking
by  vehicles  no  larger than full-size passenger automobiles or pick-up trucks,
herein  called  "PERMITTED  SIZE  VEHICLES." Lessor may regulate the loading and
unloading of vehicles by adopting Rules and Regulations as provided in Paragraph
2.9.  No vehicles other than Permitted Size Vehicles may be parked in the Common
Area  without  the  prior  written  permission  of  Lessor.  In  addition:
(a)            Lessee  shall  not permit  orallow any vehicles that  belongto or
are  controlled  by  Lessee  or  Lessee's  employees,  suppliers,  shippers,
customers,  contractors  or  invitees to be loaded, unloaded, or parked in areas
other  than  those  designated  by  Lessor  for  such  activities.
(b)            Lessee  shall  not  service  or  store any vehicles in the Common
Areas.
(c)             If  Lesseepermits  orallows  any  of  theprohibited  activities
described  in  this  Paragraph2.6,  thenLessor  shallhave  the  right,  without
notice,  in  addition  to  such  other  rights and remedies that it may have, to
remove  or  tow  away  the vehicle involved and charge the cost to Lessee, which
cost  shall  be  immediately  payable  upon  demand  by  Lessor.
     2.7  COMMON  AREAS - DEFINITION . The term "COMMON AREAS" is defined as all
areas  and facilities outside the Premises and within the exterior boundary line
of  the  Project and interior utility raceways and installations within the Unit
that are provided and designated by the Lessor from time to time for the general
non-exclusive  use  of Lessor, Lessee and other tenants of the Project and their
respective  employees, suppliers, shippers, customers, contractors and invitees,
including  parking  areas,  loading  and unloading areas, trash areas, roadways,
walkways,  driveways  and  landscaped  areas.
     2.8  COMMON  AREAS  -  LESSEE'S  RIGHTS  . Lessor grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and  invitees, during the term of this Lease, the non-exclusive right to use, in
common  with  others  entitled  to such use, the Common Areas as they exist from
time  to  time, subject to any rights, powers, and privileges reserved by Lessor
under  the  terms  hereof  or  under  the  terms of any rules and regulations or
restrictions  governing the use of the Project. Under no circumstances shall the
right  herein  granted to use the Common Areas be deemed to include the right to
store  any  property,  temporarily or permanently, in the Common Areas. Any such
storage  shall  be  permitted  only  by  the  prior written consent of Lessor or
Lessor's  designated  agent,  which  consent  may be revoked at any time. In the
event  that  any  unauthorized  storage  shall occur, then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have,  to remove the property and charge the cost to Lessee, which cost shall be
immediately  payable  upon  demand  by  Lessor.
     2.9  COMMON  AREAS - RULES AND REGULATIONS . Lessor or such other person(s)
as  Lessor  may  appoint  shall have the exclusive control and management of the
Common  Areas and shall have the right, from time to time, to establish, modify,
amend  and  enforce reasonable rules and regulations ( "RULES AND REGULATIONS" )
for  the  management,  safety, care, and cleanliness of the grounds, the parking
and unloading of vehicles and the preservation of good order, as well as for the
convenience  of  other  occupants or tenants of the Building and the Project and
their  invitees.  Lessee  agrees  to  abide by and conform to all such Rules and
Regulations,  and  shall use its best efforts to cause its employees, suppliers,
shippers,  customers,  contractors  and invitees to so abide and conform. Lessor
shall  not  be  responsible to Lessee for the non-compliance with said Rules and
Regulations  by  other  tenants  of  the  Project.
     2.10 COMMON AREAS - CHANGES . Lessor shall have the right, in Lessor's sole
discretion,  from  time  to  time:  (a)  To  make  changes  to the Common Areas,
including,  without  limitation, changes in the location, size, shape and number
of  driveways,  entrances,  parking spaces, parking areas, loading and unloading
areas,  ingress,  egress,  direction  of traffic, landscaped areas, walkways and
utility  raceways;
(b)            To  close  temporarily  any  of the Common  Areas for maintenance
purposes  so  long  as  reasonable  access  tothe  Premises  remains available;
(c)             To designate other land outside the boundaries of the Project to
be  a  part  of  the  Common  Areas;
(d)            To  add  additional  buildings  and  improvements  to  the Common
Areas;
(e)            To  use  the  Common  Areas  while  engaged in making  additional
improvements,  repairs  or  alterations  to  the  Project,  or  any  portion
thereof;  and
(f)             To  do  and  perform  such  other  acts  and  make  such  other
changes  in,  to  or  with  respect  to  the  Common  Areas  and  Project  as
Lessor  may, in the exercise of sound business judgment, deem to be appropriate.
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
(including  but  not  limited to the obligations to pay Lessee's Share of Common
Area  Operating  Expenses,  Real  Property  Taxes  and insurance premiums and to
maintain  the  Premises)  shall  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 or change the Expiration
Date.  Lessee  shall not, however, be obligated to pay Rent or perform its other
obligations  until  Lessor delivers possession of the Premises and any period of
rent  abatement that Lessee would otherwise have enjoyed shall run from the date
of  the  delivery  of  possession and continue for a period equal to what Lessee
would  otherwise have enjoyed, but minus any days of delay caused by the acts or
omissions  of  Lessee.  If  possession is not delivered within 60 days after the
Commencement  Date,  Lessee  may,  at its option, by notice in writing within 10
days  after the end of such 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 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  of  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  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  of
Lessee to Lessor under the terms of this Lease (except for the Security Deposit)
are
deemed  to  be  rent  (  "RENT").
                4.2            COMMON  AREA  OPERATING  EXPENSES .  Lessee shall
pay  to  Lessor  during  the term hereof, in addition to the Base Rent, Lessee's
Share  (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as
hereinafter  defined,  during  each  calendar  year  of  the  term  of  this
Lease,  in  accordance  with  the  following  provisions:
                (a)             "COMMON  AREA OPERATING EXPENSES"   are defined,
for  purposes  of  this  Lease,  as all costs incurred by Lessor relating to the
ownership  and  operation  of  the  Project,  including, but not limited to, the
following:
(i)              The  operation,  repair  and  maintenance,   in  neat,  clean,
good  order  and  condition,   but  not  the  replacement   (see
subparagraph  (e)),  of  the  following:

(aa)          The  Common  Areas  and  Common  Area  improvements,  including
parking  areas,  loading  and  unloading  areas,
trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers,
irrigation  systems,  Common  Area  lighting  facilities,  fences  and
gates,  elevators,  roofs,  and  roof  drainage  systems.
(bb)          Exterior  signs  and  any  tenant  directories.
(cc)           Any  fire  sprinkler  systems.
(ii)                              The  cost  of  water,  gas,  electricity  and
telephone  to  service  the  Common  Areas  and  any  utilities  not  separately
metered.
(iii)                             Trash  disposal,  pest  control  services,
property  management,  security  services,  owner's  association  dues  and
fees,  the  cost  to  repaint  the exterior of any structuresand the cost of any
environmental  inspections.
(iv)                             Reserves  set  aside for maintenance and repair
of  Common  Areas  and  Common  Area  equipment.
(v)                              Any increase above the Base Real Property Taxes
(as  defined  in  Paragraph  10).
(vi)                             Any  "Insurance  Cost  Increase" (as defined in
Paragraph  8).
(vii)                            Any  deductible  portion  of  an  insured  loss
concerning  the  Building  or  the  Common  Areas.
(viii)                           Auditors',  accountants'   and  attorneys'
fees  and  costs  related  to  the  operation,  maintenance,   repair  and
replacement  of  the  Project.
(viii)                           The  cost  of  any  Capital  Expenditure  to
the  Building  or  the  Project  not  covered  under  the  provisions  of
Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such
Capital  Expenditure  over  a  12  year  period  and  Lessee  shall  not  be
required  to pay more than Lessee's Share of 1/144th of the cost of such Capital
Expenditure  in  any  given  month.
(x)                              Any  other  services  to  be  provided  by
Lessor  that  are  stated  elsewhere  in  this  Lease  to  be  a  Common  Area
Operating  Expense.
(b)            Any  Common  AreaOperating  Expenses and Real Property Taxes that
arespecifically  attributable  to  the  Unit,  the  Building  or  to  any
other  building  in  the  Project  or  to  the operation, repair and maintenance
thereof,  shall be allocated entirely to such Unit, Building, or other building.
However, any Common Area Operating Expenses and Real Property Taxes that are not
specifically  attributable  to  the  Building  or  to  any  other  building
or  to  the  operation,  repair  and  maintenance  thereof,  shall  be equitably
allocated  by  Lessor  to  all  buildings  in  the  Project.
(c)             The  inclusion  of  the  improvements,  facilities and  services
set  forth  in  Subparagraph  4.2(a)  shall  not  be  deemed  to  impose  an
obligation  upon  Lessor  to  either  have said improvements or facilities or to
provide  those  services  unless  the  Project  already  has  the  same,  Lessor
already  provides  the services, or Lessor has agreed elsewhere in this Lease to
provide  the  same  or  some  of  them.
(d)            Lessee's  Share  of Common  Area Operating  Expenses  is  payable
monthly  on  the  same  day  as  the  Base  Rent  is  due  hereunder.
The  amount  of  such payments shall be based on Lessor's estimate of the annual
Common  Area  Operating  Expenses.  Within  60  days  after  written
request  (but  not  more  than  once each year) Lessor shall deliver to Lessee a
reasonably  detailed  statement  showing  Lessee's  Share  of  the  actual
Common  Area Operating Expenses incurred during the preceding year.  If Lessee's
payments  during  such  year  exceed  Lessee's  Share,  Lessor  shall
credit  the  amount  of  such over-payment against Lessee's future payments.  If
Lessee's  payments  during  such  year  were  less  than  Lessee's  Share,
Lessee  shall  pay  to  Lessor the amount of the deficiency within 10 days after
delivery  by  Lessor  to  Lessee  of  the  statement.
(e)            Except  as  provided  in  paragraph  4.2(a)(viii),  Common  Area
Operating  Expenses  shall  not  include  the  cost  of  replacing  equipment
or  capital  components  such as the roof, foundations, exterior walls or Common
Area  capital  improvements,  such  as  the  parking  lot  paving,  elevators,
fences  that  have  a  useful  life  for accounting purposes of 5 years or more.
(f)             Common  Area  Operating  Expenses shall not  includeany expenses
paid  by  any  tenant  directly  to  third  parties,  oras  towhich  Lessor
is otherwise reimbursed by any third party, other tenant, or insurance proceeds.
                4.3            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.  All  monetary  amounts  shall be rounded to the nearest
whole  dollar.  In the event that any statement or invoice prepared by Lessor is
inaccurate  such  inaccuracy  shall  not  constitute  a  waiver and Lessee shall
be  obligated  to  pay  the amount set forth in this Lease.  Rent for any period
during  the  term hereof which is for less than one full calendar month shall be
prorated  based  upon  the actual number of days of said month.  Payment of Rent
shall  be  made  to  Lessor  at  its  address  stated  herein  or  to such other
persons  or  place  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  of  Lessor's  rights to the balance of such Rent, regardless of Lessor's
endorsement  of  any  check  so stating.  In the event that any check, draft, or
other  instrument  of  payment  given  by Lessee to Lessor is dishonored for any
reason,  Lessee  agrees  to  pay  to  Lessor  the  sum of $25 in addition to any
Late  Charge  and  Lessor, at its option, may require all future Rent be paid by
cashier's  check.  Payments  will  be  applied first to accrued late charges and
attorney's  fees,  second to accrued interest, then to Base Rent and Common Area
Operating  Expenses,  and  any  remaining  amount  to  any  other
outstanding  charges  or  costs.
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  the  Security  Deposit,  Lessee  shall  within 10 days after written request
therefor  deposit monies 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  monies  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
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended  to  accommodate  a  material  change  in  the  business of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security  Deposit  to  the extent necessary, in 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  financial  condition  of  Lessee  is,  in Lessor's reasonable
judgment,  significantly  reduced,  Lessee  shall deposit such additional monies
with  Lessor  as  shall  be  sufficient to cause the Security Deposit to be at a
commercially  reasonable  level  based  on  such  change in financial condition.
Lessor  shall  not  be  required  to keep the Security Deposit separate from its
general  accounts.  Within  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  30  days  after  the  Premises  have been vacated pursuant to
Paragraph 7.4(c) below, Lessor shall return 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 occupants of or causes damage to neighboring premises
or  properties.  Other  than  guide,  signal  and  seeing  eye  dogs,  Lessee
shall  not  keep  or  allow  in  the Premises any pets, animals, birds, fish, or
reptiles.  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  Building  or the mechanical or
electrical  systems  therein, and/or is not significantly more burdensome to the
Project.  If  Lessor  elects  to  withhold  consent,  Lessor shall within 7 days
after such request give written notification of same, which notice shall include
an  explanation  of  Lessor's  objections  to  the  change  in  the  Agreed 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,  ordinary  office supplies (copier toner, liquid paper, glue, etc.)
and  common  household  cleaning materials, 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,comply  with  all  Applicable  Requirements  and  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 areas outside of the Project not caused or contributed
to  by  Lessee).  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 suffered as a direct result of Hazardous Substances on the
Premises  prior  to  Lessee  taking  possession 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 Lessee taking possession, unless
such  remediation  measure  is  required  as a result of Lessee's use (including
"Alterations",  as  defined in paragraph 7.3(a) below) 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 (see
Paragraph 9.1(e)) 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  12  times  the  then  monthly  Base  Rent or $100,000,
whichever  is  greater,  give  written  notice  to  Lessee, within 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 60 days
following  the  date  of  such  notice.  In  the  event  Lessor elects to give a
termination  notice,  Lessee may, within 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 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 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 such Requirements, without regard to whether said
Requirements  are now in effect or become effective after the Start Date. Lessee
shall,  within 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. Likewise, Lessee shall
immediately  give  written  notice  to  Lessor  of:  (i) any water damage to the
Premises  and  any  suspected  seepage,  pooling,  dampness  or  other condition
conducive  to  the production of mold; or (ii) any mustiness or other odors that
might  indicate  the  presence  of  mold  in  the  Premises.
     6.4  INSPECTION;  COMPLIANCE  . Lessor and Lessor's "LENDER" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time,  in  the  case  of  an  emergency, and otherwise at reasonable times after
reasonable  notice,  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 Hazardous Substance condition (see Paragraph 9.1) 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  inspection,  so  long as such inspection is reasonably
related  to  the  violation  or contamination. In addition, Lessee shall provide
copies  of  all  relevant material safety data sheets (MSDS) to Lessor within 10
days  of  the  receipt  of  written  request  therefor.
7.              MAINTENANCE;  REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND
ALTERATIONS  .
                7.1            LESSEE'S  OBLIGATIONS  .
     (a)  IN  GENERAL  . Subject to the provisions of Paragraph 2.2 (Condition),
2.3  (Compliance),  6.3  (Lessee's Compliance with Applicable Requirements), 7.2
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall,  at  Lessee's  sole  expense,  keep  the  Premises, Utility Installations
(intended  for Lessee's exclusive use, no matter where located), 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,  HVAC  equipment,  electrical, lighting facilities, boilers,
pressure vessels, fixtures, interior walls, interior surfaces of exterior walls,
ceilings,  floors,  windows, doors, plate glass, and skylights but excluding any
items  which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee,
in  keeping the Premises in good order, condition and repair, shall exercise and
perform  good  maintenance practices, specifically including the procurement and
maintenance  of  the  service  contracts  required  by  Paragraph  7.1(b) below.
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.
     (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,  if  any,  if and when installed on the
Premises:  (i)  HVAC  equipment,  (ii)  boiler  and  pressure  vessels,  (iii)
clarifiers,  and  (iv)  any  other  equipment, if reasonably required by Lessor.
However,  Lessor  reserves  the  right,  upon  notice  to Lessee, to procure and
maintain  any  or  all  of  such  service  contracts, and Lessee shall reimburse
Lessor,  upon  demand,  for  the  cost  thereof.
     (c)  FAILURE  TO  PERFORM . If Lessee fails to perform Lessee's obligations
under  this  Paragraph  7.1,  Lessor  may enter upon the Premises after 10 days'
prior  written  notice  to  Lessee (except in the case of an emergency, in which
case  no notice shall be required), perform such obligations on Lessee's behalf,
and  put  the  Premises  in  good  order, condition and repair, and Lessee shall
promptly  pay  to  Lessor  a  sum  equal  to  115%  of  the  cost  thereof.
     (d)  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  an  item  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 item,
then  such  item  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  144 (ie. 1/144th of the cost per month). Lessee shall pay interest on
the  unamortized  balance  but  may  prepay  its  obligation  at  any  time.
                7.2            LESSOR'S OBLIGATIONS .  Subject to the provisions
of  Paragraphs  2.2  (Condition),  2.3  (Compliance), 4.2 (Common Area Operating
Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14
(Condemnation),  Lessor,  subject  to  reimbursement  pursuant  to
Paragraph  4.2,  shall keep in good order, condition and repair the foundations,
exterior  walls,  structural condition of interior bearing walls, exterior roof,
fire  sprinkler  system,  Common  Area  fire  alarm  and/or  smoke  detection
systems,  fire  hydrants,  parking  lots,  walkways,  parkways,  driveways,
landscaping,  fences, signs and utility systems serving the Common Areas and all
parts  thereof,  as  well  as  providing  the  services  for  which  there  is a
Common  Area  Operating  Expense pursuant to Paragraph 4.2.  Lessor shall not be
obligated  to  paint  the  exterior  or  interior surfaces of exterior walls nor
shall Lessor be obligated to maintain, repair or replace windows, doors or plate
glass  of  the  Premises.  Lessee  expressly  waives  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 . The term "Utility Installations" refers to all floor and
window  coverings,  air  and/or  vacuum  lines,  power  panels,  electrical
distribution,  security  and  fire  protection  systems,  communication cabling,
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).
     (b) CONSENT. Lessee shall not make any Alterations or Utility Installations
to  the  Premises  without  Lessor's 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,will  not  affect  the electrical,
plumbing,  HVAC,  and/or  life  safety  systems, and the cumulative cost thereof
during this Lease as extended does not exceed a sum equal to 3 month's Base Rent
in  the  aggregate  or  a  sum  equal  to one month's Base Rent in any one year.
Notwithstanding  the  foregoing,  Lessee  shall  not  make  or  permit  any roof
penetrations  and/or  install  anything  on  the  roof without the prior written
approval  of  Lessor.  Lessor  may, as a precondition to granting such approval,
require  Lessee  to  utilize  a contractor chosen and/or approved by Lessor. 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  shall  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 in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee  providing  a  lien and completion bond in an amount equal to 150% of the
estimated  cost  of such Alteration or Utility Installation and/or upon Lessee's
posting  an  additional  Security  Deposit  with  Lessor.
     (c)  LIENS;  BONDS  .  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 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
150%  of 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  Lessor's  attorneys'  fees  and  costs.
                7.4            OWNERSHIP;  REMOVAL; SURRENDER; AND RESTORATION .
     (a)  OWNERSHIP.  Subject  to  Lessor's  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 90 and not later than 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. Notwithstanding the foregoing, if
this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the  same  condition  as delivered to Lessee on the Start Date with NO allowance
for  ordinary  wear  and  tear. 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. Lessee shall also completely
remove  from  the  Premises  any  and  all Hazardous Substances brought onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which
were  deposited  via  underground  migration from areas outside of the Premises)
even  if  such  removal  would  require  Lessee  to perform or pay for work that
exceeds  statutory  requirements.  Trade  Fixtures  shall remain the property of
Lessee  and  shall  be  removed  by  Lessee. Any personal property of Lessee not
removed  on  or before the Expiration Date or any earlier termination date shall
be deemed to have been abandoned by Lessee and may be disposed of or retained by
Lessor as Lessor may desire. 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)            As  used  herein,  the  term  "INSURANCE  COST  INCREASE"  is
defined  as  any  increase  in  the  actual  cost  of  the  insurance
applicable  to  the  Building  and/or  the Project and required to be carried by
Lessor,  pursuant  to  Paragraphs  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,  requirements  of  the  holder  of  a mortgage or deed of trust
covering  the  Premises,  Building  and/or  Project,  increased valuation of the
Premises,  Building and/or Project, and/or a general premium rate increase.  The
term  Insurance  Cost  Increase  shall  not,  however,  include  any  premium
increases  resulting from the nature of the occupancy of any other tenant of the
Building.  If  the  parties  insert  a  dollar  amount  in  Paragraph  1.9, such
amount  shall be considered the  "BASE PREMIUM."   The Base Premium shall be the
annual  premium  applicable  to  the  12  month  period  immediately
preceding  the  Start  Date.  If,  however,  the Project was not insured for the
entirety  of  such  12  month period, then  the Base Premium shall be the lowest
annual  premium reasonably obtainable for the Required Insurance as of the Start
Date,  assuming  the  most  nominal  use  possible  of  the  Building.  In  no
event,  however, shall Lessee be responsible for any portion of the premium cost
attributable  to  liability  insurance  coverage  in  excess  of  $2,000,000
procured  under  Paragraph  8.2(b).
(b)            Lessee  shall  pay  any  Insurance  Cost  Increase  to  Lessor
pursuant  to  Paragraph  4.2.    Premiums  for  policy  periods
commencing  prior  to,  or  extending  beyond,  the  term of this Lease shall be
prorated  to  coincide  with  the  corresponding  Start Date or Expiration Date.
                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 as an
additional  insured  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  $1,000,000  per occurrence with an annual aggregate of not less than
$2,000,000.  Lessee  shall  add  Lessor  as an additional insured by means of an
endorsement  at  least  as  broad  as  the  Insurance  Service  Organization's
"Additional  Insured-Managers  or  Lessors of Premises" Endorsement and coverage
shall  also  be extended to include 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. Lessee shall provide an endorsement on its
liability  policy(ies) which provides that its insurance 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  . Lessor shall obtain and keep in force a
policy  or  policies  of  insurance  in the name of Lessor, with loss payable to
Lessor,  any  ground-lessor,  and  to  any Lender insuring loss or damage to the
Premises.  The  amount  of  such  insurance shall be equal to the full insurable
replacement  cost of the Premises, as the same shall exist from time to time, or
the  amount  required  by any Lender, but in no event more than the commercially
reasonable  and  available insurable value thereof. Lessee Owned Alterations and
Utility  Installations,  Trade Fixtures, and Lessee's personal property shall be
insured  by  Lessee  under  Paragraph  8.4.  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),  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. If such insurance coverage has a deductible clause,
the  deductible  amount  shall  not  exceed  $1,000  per  occurrence.
     (b)  RENTAL  VALUE . Lessor shall also 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 year with an extended period of
indemnity for an additional 180 days ( "Rental Value insurance"). 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  12  month  period.
     (c)  ADJACENT  PREMISES . Lessee shall pay for any increase in the premiums
for  the  property  insurance  of the Building and for the Common Areas or other
buildings in the Project if said increase is caused by Lessee's acts, omissions,
use  or  occupancy  of  the  Premises.
     (d)  LESSEE'S  IMPROVEMENTS  .  Since  Lessor is the Insuring Party, Lessor
shall  not  be  required  to  insure  Lessee  Owned  Alterations  and  Utility
Installations  unless  the  item  in  question has become the property of Lessor
under  the  terms  of  this  Lease.
                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
Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance
shall  be  full  replacement  cost  coverage  with a deductible of not to exceed
$1,000  per  occurrence.  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.
                                (b)  BUSINESS  INTERRUPTION  .  Lessee  shall
obtain  and  maintain  loss  of income and extra expense insurance in amounts as
will  reimburse  Lessee  for direct or indirect loss of earnings attributable to
all perils commonly insured against by prudent lessees in the business of Lessee
or  attributable  to  prevention  of  access to the Premises as a result of such
perils.
                                (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 A-, VI, 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 30 days
prior  written  notice  to  Lessor.  Lessee shall, at least 10 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 indemnify, 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  cooperate  with  Lessee  in  such
defense.  Lessor need not have first paid any such claim in order to be defended
or  indemnified.
     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, indoor air quality,
the presence of mold 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,  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 nor from
the  failure  of  Lessor  to  enforce  the  provisions of any other lease in the
Project.  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.
     8.9  FAILURE  TO PROVIDE INSURANCE. Lessee acknowledges that any failure on
its  part to obtain or maintain the insurance required herein will expose Lessor
to  risks  and  potentially cause Lessor to incur costs not contemplated by this
Lease,  the  extent  of  which  will  be  extremely  difficult  to  ascertain.
Accordingly,  for any month or portion thereof that Lessee does not maintain the
required  insurance  and/or does not provide Lessor with the required binders or
certificates  evidencing  the existence of the required insurance, the Base Rent
shall  be automatically increased, without any requirement for notice to Lessee,
by  an  amount equal to 10% of the then existing Base Rent or $100, whichever is
greater.  The  parties agree that such increase in Base Rent represents fair and
reasonable  compensation for the additional risk/costs that Lessor will incur by
reason  of Lessee's failure to maintain the required insurance. Such increase in
Base  Rent  shall  in no event constitute a waiver of Lessee's Default or Breach
with  respect to the failure to maintain such insurance, prevent the exercise of
any  of  the  other rights and remedies granted hereunder, nor relieve Lessee of
its  obligation  to  maintain  the  insurance  specified  in  this  Lease.
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 and Utility Installations, which can reasonably be repaired in
3  months  or  less  from  the  date  of  the  damage  or  destruction,  and the
cost  thereof  does not exceed a sum equal to 6 month's Base Rent.  Lessor shall
notify  Lessee  in  writing  within  30  days  from  the  date  of the damage or
destruction as to whether or not the damage is Partial or Total. Notwithstanding
the  foregoing,  Premises  Partial  Damage  shall  not  include  damage  to
windows,  doors,  and/or other similar items which Lessee has the responsibility
to  repair  or  replace  pursuant  to  the  provisions  of  Paragraph  7.1.
                                (b)  "PREMISES  TOTAL  DESTRUCTION"  shall  mean
damage  or  destruction  to  the improvements on the Premises, other than Lessee
Owned  Alterations  and  Utility  Installations and Trade Fixtures, which cannot
reasonably  be  repaired  in  3  months  or  less from the date of the damage or
destruction  and/or the cost thereof exceeds a sum equal to 6 month's Base Rent.
Lessor  shall  notify  Lessee  in  writing  within  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  which  requires  repair,  remediation,  or
restoration.
                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,
if  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  10 days
following  receipt  of written notice of such shortage and request therefor.  If
Lessor  receives  said  funds  or  adequate assurance thereof within said 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  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 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 30 days after receipt by Lessor of knowledge of
the  occurrence  of  such  damage.  Such  termination  shall  be  effective  60
days following the date of such notice.  In the event Lessor elects to terminate
this  Lease,  Lessee  shall  have  the right within 10 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  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  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  6  months  of this Lease there is damage for which the cost to repair
exceeds  one  month's  Base  Rent,  whether  or  not an Insured Loss, Lessor may
terminate  this  Lease  effective  60  days  following the date of occurrence of
such  damage  by  giving  a  written termination notice to Lessee within 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 10 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.
                                (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 90 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 60 days following the giving of such notice.  If
Lessee  gives  such  notice  and  such  repair  or  restoration is not commenced
within  30  days thereafter, this Lease shall terminate as of the date specified
in  said  notice.  If  the  repair  or  restoration  is commenced within such 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          DEFINITIONS  .
                                (a) "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  Project,  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 Project
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
Project  is located.  The term "Real Property Taxes" shall also include any tax,
fee,  levy,  assessment  or  charge,  or  any  increase  therein: (i) imposed by
reason  of  events  occurring  during  the term of this Lease, including but not
limited  to,  a  change  in  the  ownership of the Project, (ii) a change in the
improvements  thereon, and/or (iii) levied or assessed on machinery or equipment
provided  by  Lessor  to  Lessee  pursuant  to  this  Lease.
                                (b)  "BASE  REAL  PROPERTY  TAXES."    As  used
herein, the term "BASE REAL PROPERTY TAXES" shall be the amount of Real Property
Taxes,  which  are  assessed  against  the Premises, Building, Project or Common
Areas  in  the  calendar year during which the Lease is executed. In calculating
Real  Property Taxes for any calendar year, the Real Property Taxes for any real
estate  tax year shall be included in the calculation of Real Property Taxes for
such  calendar  year  based upon the number of days which such calendar year and
tax  year  have  in  common.
                10.2          PAYMENT  OF  TAXES .  Except as otherwise provided
in  Paragraph  10.3,  Lessor shall pay the Real Property Taxes applicable to the
Project,  and  said payments shall be included in the calculation of Common Area
Operating  Expenses  in  accordance  with  the  provisions  of  Paragraph
4.2.
                10.3          ADDITIONAL  IMPROVEMENTS  .  Common Area Operating
Expenses  shall  not  include  Real  Property  Taxes  specified  in  the  tax
assessor's  records  and  work sheets as being caused by additional improvements
placed  upon  the  Project  by  other  lessees  or  by  Lessor  for  the
exclusive  enjoyment  of  such  other  lessees.  Notwithstanding  Paragraph 10.2
hereof,  Lessee  shall,  however,  pay  to  Lessor  at  the  time  Common  Area
Operating Expenses are payable under Paragraph 4.2, the entirety of any increase
in  Real  Property  Taxes  if  assessed  solely  by  reason  of  Alterations,
Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at
Lessee's  request  or  by  reason  of  any  alterations  or  improvements to the
Premises  made  by  Lessor  subsequent  to  the  execution  of this Lease by the
Parties.
                10.4          JOINT  ASSESSMENT  .  If  the  Building  is  not
separately  assessed,  Real Property Taxes allocated to the Building shall be an
equitable  proportion  of  the  Real  Property  Taxes  for  all  of the land and
improvements  included  within  the  tax  parcel assessed, such proportion to be
determined  by  Lessor from the respective valuations assigned in the assessor's
work  sheets  or such other information as may be reasonably available. Lessor's
reasonable  determination  thereof,  in  good  faith,  shall  be  conclusive.
                10.5          PERSONAL  PROPERTY TAXES .  Lessee shall pay prior
to  delinquency  all  taxes  assessed  against  and  levied  upon  Lessee  Owned
Alterations  and  Utility  Installations, Trade Fixtures, furnishings, equipment
and  all  personal  property  of  Lessee  contained  in  the  Premises.  When
possible,  Lessee  shall  cause  its  Lessee  Owned  Alterations  and  Utility
Installations,  Trade  Fixtures,  furnishings,  equipment and all other personal
property  to be assessed and billed separately from the real property of Lessor.
If  any  of  Lessee's  said  property  shall  be  assessed  with  Lessor's  real
property,  Lessee  shall  pay Lessor the taxes attributable to Lessee's property
within  10  days  after  receipt  of a written statement setting forth the taxes
applicable  to  Lessee's  property.
11.            UTILITIES  AND  SERVICES  .  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. Notwithstanding the
provisions  of  Paragraph  4.2, if at any time in Lessor's sole judgment, Lessor
determines  that Lessee is using a disproportionate amount of water, electricity
or  other  commonly metered utilities, or that Lessee is generating such a large
volume  of  trash  as to require an increase in the size of the trash receptacle
and/or  an  increase  in  the number of times per month that it is emptied, then
Lessor  may  increase  Lessee's  Base  Rent by an amount equal to such increased
costs. There shall be no abatement of Rent and Lessor shall not be liable in any
respect  whatsoever for the inadequacy, stoppage, interruption or discontinuance
of  any  utility  or  service  due  to  riot,  strike, labor dispute, breakdown,
accident,  repair  or  other  cause  beyond  Lessor's  reasonable  control or in
cooperation  with  governmental  request  or  directions.
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. (b) Unless Lessee is a
corporation  and  its  stock  ispublicly  traded on a national stock exchange, a
change  in  the  control  of  Lessee  shall  constitute  an assignment requiring
consent.  The  transfer,  on  a  cumulative  basis, of 25% or more of the voting
control  of  Lessee  shall  constitute  a  change  in  control for this purpose.
(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 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 30 days written notice, increase
the  monthly  Base Rent to 110% 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  110%  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  110%  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.
(f)  Lessor  may  reasonably  withhold  consent  to  a  proposed  assignment  or
subletting  if  Lessee  is  in  Default  at  the  time  consent  is requested.
(g)  Notwithstanding  the  foregoing,  allowing  a  diminimus  portion  of  the
Premises,  ie.  20  square  feet  or  less,  to  be  used  by  a  third
party  vendor  in  connection  with  the  installation  of  a vending machine or
payphone  shall  not  constitute  a  subletting.
                12.2          TERMS  AND CONDITIONS APPLICABLE TO ASSIGNMENT AND
SUBLETTING  .
(a) Regardless  of Lessor's  consent,  no assignment  or subletting  shall : (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 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.  (See  also  Paragraph  36)
(f)  Any  assignee  of,  or  sublessee  under,  this  Lease  shall, by reason of
accepting  such  assignment,  entering  into  such  sublease,  or  entering into
possession of the Premises or any portion thereof, 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. (g) Lessor's consent to any assignment or
subletting shall not transfer to the assignee or sublessee any Option granted to
the original Lessee by this Lease unless such transfer is specifically consented
to  by  Lessor  in  writing.  (See  Paragraph  39.2)
                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.  In the event that the
amount  collected  by  Lessor  exceeds  Lessee's  then  outstanding  obligations
any such excess shall be refunded to Lessee.  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  copyof  anynotice  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 and Regulations 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, 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  3  business  days  following  written  notice  to  Lessee.
(c)             The  commission  of  waste,  act  or acts constituting public or
private  nuisance,  and/or  an  illegal  activity  on  the  Premises  by
Lessee,  where  such  actions continue for a period of 3 business days following
written  notice  to  Lessee.
(d)            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)  an  Estoppel Certificate, (v) a requested subordination, (vi)
evidence  concerning any guaranty and/or Guarantor, (vii) any document requested
under  Paragraph  41,  (viii)  material  data  safety  sheets  (MSDS),  or
(ix)  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  10  days  following  written  notice  to  Lessee.
(e)            A  Default  by  Lessee  as  to  the  terms,  covenants,
conditions  or  provisions  of  this  Lease,  or  of  the  rules  adopted  under
Paragraph  2.9 hereof, other than those described in subparagraphs 13.1(a), (b),
(c)  or  (d),  above,  where  such  Default  continues  for  a period of 30 days
after  written notice; provided, however, that if the nature of Lessee's Default
is  such  that  more  than 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 30
day  period  and  thereafter  diligently  prosecutes  such  cure  to
completion.
(f)             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 11 U.S.C.    101 or any
successor  statute  thereto  (unless,  in  the  case of a petition filed against
Lessee,  the  same  is  dismissed  within  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 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 30 days; provided, however, in the event that any provision of
this  subparagraph 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 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.  If  Lessee  fails to perform any of its
affirmative  duties  or  obligations, within 10 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. Lessee shall pay to Lessor an amount equal to
115%  of  the  costs  and  expenses  incurred by Lessor in such performance upon
receipt  of  an  invoice therefor. 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 Federal Reserve Bank of the
District  within  which  the  Premises  are  located  at  the  time  of  award
plus  one  percent.  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 the 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.
(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 5 days
after  such  amount  shall  be  due, then, without any requirement for notice to
Lessee,  Lessee  shall immediately pay to Lessor a one-time late charge equal to
10%  of  each  such  overdue  amount  or $100, whichever is greater. 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 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 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 31st day after it was due as
to  non-scheduled  payments.  The  interest  ("  INTEREST")  charged  shall
be  computed  at the rate of 10% per annum 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 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 30 days are
reasonably  required  for its performance, then Lessor shall not be in breach if
performance  is  commenced  within  such 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 30 days
after  receipt  of  said  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 the actual and reasonable cost to
perform  such  cure,  provided  however,  that  such  offset shall not exceed an
amount  equal  to  the greater of one month's Base Rent or the Security Deposit,
reserving  Lessee's  right  to  reimbursement  from  Lessor  for  any  such
expense  in  excess of such offset.  Lessee shall 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 10% of the floor area of the
Unit,  or  more  than  25%  of  Lessee's  Reserved  Parking  Spaces, is taken by
Condemnation,  Lessee may, at Lessee's option, to be exercised in writing within
10  days  after  Lessor  shall  have  given  Lessee  written  notice  of  such
taking  (or  in  the absence of such notice, within 10 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.            BROKERAGE  FEES  .
                15.1          ADDITIONAL  COMMISSION  .  In  addition  to  the
payments  owed  pursuant  to  Paragraph  1.10  above,  and unless Lessor and the
Brokers  otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises
any  Option,  (b)  if  Lessee acquires from Lessor any rights to the Premises or
other  premises  owned  by  Lessor and located within the Project, (c) if Lessee
remains  in  possession  of  the Premises, with the consent of Lessor, after the
expiration of this Lease, or (d) if Base Rent is increased, whether by agreement
or  operation  of  an escalation clause herein, then, Lessor shall pay Brokers a
fee  in accordance with the schedule of the Brokers in effect at the time of the
execution  of  this  Lease.
                15.2          ASSUMPTION  OF  OBLIGATIONS  .  Any  buyer  or
transferee  of  Lessor's  interest in this Lease shall be deemed to have assumed
Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the
provisions  of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers
any  amounts  due  as  and for brokerage fees pertaining to this Lease when due,
then such amounts shall accrue Interest. In addition, if Lessor fails to pay any
amounts  to Lessee's Broker when due, Lessee's Broker may send written notice to
Lessor and Lessee of such failure and if Lessor fails to pay such amounts within
10 days after said notice, Lessee shall pay said monies to its Broker and offset
such  amounts against Rent. In addition, Lessee's Broker shall be deemed to be a
third  party  beneficiary  of  any  commission  agreement entered into by and/or
between  Lessor  and  Lessor's  Broker for the limited purpose of collecting any
brokerage  fee  owed.
                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 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  AIR Commercial 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  10  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)  if  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 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 fee 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.
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 .  The obligations of Lessor under this
Lease  shall  not  constitute  personal  obligations of Lessor, or its partners,
members,  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
Lessor's partners, members, directors, officers or shareholders, or any of their
personal  assets  for  such  satisfaction.
21.            TIME  OF  ESSENCE  .  Time  is of the essence with respect to the
performance  of all obligations to be performed or observed 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 use, 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  or  applicable  law  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 72
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 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  (confirmation  report  from fax machine is
sufficient),  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 monies 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.
25.            DISCLOSURES  REGARDING  THE  NATURE  OF  A  REAL  ESTATE  AGENCY
RELATIONSHIP  .
(a)            When  entering  into  a  discussion  with  a  real  estate  agent
regarding  a  real  estate  transaction,  a  Lessor  or  Lessee should from  the
outset  understand  what  type  of  agency  relationship  or  representation  it
has  with  the  agent  or  agents  in  the  transaction.    Lessor  and  Lessee
acknowledge  being  advised  by  the  Brokers  in  this transaction, as follows:
                                (i)              Lessor's  Agent  .  A  Lessor's
agent under a listing agreement with the Lessor acts as the agent for the Lessor
only.  A
Lessor's  agent or subagent has the following affirmative obligations:    To the
Lessor  :  A  fiduciary  duty of utmost care, integrity, honesty, and loyalty in
dealings with the Lessor.   To the Lessee and the Lessor :  a. Diligent exercise
of  reasonable  skills  and  care  in  performance  of the agent's duties.  b. A
duty of honest and fair dealing and good faith.  c. A duty to disclose all facts
known  to  the  agent  materially  affecting  the  value  or desirability of the
property that are not known to, or within the diligent attention and observation
of,  the  Parties.  An  agent  is  not  obligated  to reveal to either Party any
confidential  information  obtained  from the other Party which does not involve
the  affirmative  duties  set  forth  above.
                                (ii)             Lessee's  Agent .  An agent can
agree  to  act  as agent for the Lessee only.  In these situations, the agent is
not  the Lessor's agent, even if by agreement the agent may receive compensation
for  services  rendered,  either  in  full  or in part from the Lessor. An agent
acting  only  for  a  Lessee  has  the following affirmative obligations. To the
Lessee  :  A  fiduciary  duty of utmost care, integrity, honesty, and loyalty in
dealings with the Lessee. To the Lessee and the Lessor : a. Diligent exercise of
reasonable  skills  and  care in performance of the agent's duties. b. A duty of
honest and fair dealing and good faith. c. A duty to disclose all facts known to
the  agent  materially  affecting the value or desirability of the property that
are  not  known  to,  or  within  the diligent attention and observation of, the
Parties.  An  agent  is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative
duties  set  forth  above.
                                (iii)            Agent  Representing Both Lessor
and  Lessee . A real estate agent, either acting directly or through one or more
associate  licenses,  can legally be the agent of both the Lessor and the Lessee
in a transaction, but only with the knowledge and consent of both the Lessor and
the  Lessee. In a dual agency situation, the agent has the following affirmative
obligations  to  both  the  Lessor and the Lessee: a. A fiduciary duty of utmost
care,  integrity,  honesty and loyalty in the dealings with either Lessor or the
Lessee.  b.  Other  duties  to  the  Lessor  and  the  Lessee as stated above in
subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may
not  without  the  express  permission  of the respective Party, disclose to the
other  Party  that  the  Lessor  will  accept  rent  in an amount less than that
indicated in the listing or that the Lessee is willing to pay a higher rent than
that  offered. The above duties of the agent in a real estate transaction do not
relieve  a  Lessor  or  Lessee  from  the  responsibility  to  protect their own
interests. Lessor and Lessee should carefully read all agreements to assure that
they  adequately  express  their understanding of the transaction. A real estate
agent  is a person qualified to advise about real estate. If legal or tax advice
is  desired,  consult  a  competent  professional.
(b)            Brokers  have  no  responsibility  with  respect  to  any default
or  breach  hereof  by  either  Party.   The  Parties agree  that no  lawsuit or
other  legal proceeding involving any breach of duty, error or omission relating
to  this  Lease  may  be  brought  against  Broker  more than one year after the
Start  Date  and that the liability (including court costs and attorneys' fees),
of  any  Broker  with  respect to any such lawsuit and/or legal proceeding shall
not  exceed  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.
(c)             Buyer  and Seller agree to identify to Brokers as "Confidential"
any  communication  or  information  given  Brokers  that  is  considered
by  such  Party  to  be  confidential.
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  150%  of  the  Base  Rent  applicable  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 election 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  "LENDER") 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  .  In  the event that Lessor transfers
title  to  the  Premises,  or  the  Premises  are  acquired  by another upon the
foreclosure  or  termination  of  a  Security  Devise  to  which  this  Lease is
subordinated  (i)  Lessee  shall,  subject  to the non-disturbance provisions of
Paragraph  30.3,  attorn  to  such new owner, and upon request, enter into a new
lease,  containing  all of the terms and provisions of this Lease, with such new
owner  for  the  remainder  of  the  term hereof, or, at the election of the new
owner,  this Lease will automatically become a new lease between Lessee and such
new  owner,  and  (ii)  Lessor  shall  thereafter  be  relieved  of  any further
obligations  hereunder  and  such  new  owner  shall  assume  all  of  Lessor's
obligations,  except that such new owner shall not: (a) be liable for any act or
omission  of  any  prior  lessor  or  with  respect to events occurring prior to
acquisition of ownership; (b) be subject to any offsets or defenses which Lessee
might have against any prior lessor, (c) be bound by prepayment of more than one
month's  rent,  or  (d) be liable for the return of any security deposit paid to
any  prior  lessor.
                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 60 days after the
execution of this Lease, Lessor shall use its commercially reasonable efforts to
obtain  a Non-Disturbance 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 60 days, then Lessee may, at
Lessee's  option,  directly  contact  Lender  and  attempt  to negotiate for the
execution  and  delivery  of  a  Non-Disturbance  Agreement.
                30.4          SELF-EXECUTING .  The agreements contained in this
Paragraph  30 shall be effective without the execution of any further documents;
provided,  however,  that,  upon  written  request  from  Lessor  or a Lender in
connection  with  a  sale,  financing or refinancing of the Premises, Lessee and
Lessor  shall  execute  such  further  writings  as  may  be  reasonably
required  to  separately  document  any  subordination,  attornment  and/or
Non-Disturbance  Agreement  provided  for  herein.
31.            ATTORNEYS'  FEES  .  If  any  Party or Broker brings an action or
proceeding  involving  the Premises whether founded in tort, contract or equity,
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 all attorneys' fees reasonably incurred. In addition,
Lessor  shall be entitled to attorneys' fees, costs and expenses incurred in the
preparation  and  service  of notices of Default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  Default  or  resulting  Breach  ($200  is  a  reasonable minimum per
occurrence  for  such  services  and  consultation).
32.            LESSOR'S  ACCESS;  SHOWING PREMISES; REPAIRS .  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  after  reasonable  prior  notice  for  the  purpose  of  showing  the
same  to  prospective  purchasers,  lenders,  or  tenants,  and  making  such
alterations,  repairs,  improvements  or additions to the Premises as Lessor may
deem  necessary  or  desirable  and  the  erecting,  using  and  maintaining  of
utilities,  services,  pipes  and  conduits  through  the  Premises and/or other
premises  as  long as there is no material adverse effect on Lessee's use of the
Premises.  All  such  activities  shall  be  without  abatement  of  rent  or
liability  to  Lessee.
33.            AUCTIONS.  Lessee  shall not conduct, nor permit to be conducted,
any  auction  upon  the  Premises  without  Lessor's  prior  written  consent.
Lessor  shall  not  be  obligated  to exercise any standard of reasonableness in
determining  whether  to  permit  an  auction.
34.            SIGNS.  Lessor  may  place  on  the  Premises ordinary "For Sale"
signs  at  any  time  and ordinary "For Lease" signs during the last 6 months of
the  term  hereof.  Except for ordinary "For Sublease" signs which may be placed
only  on  the  Premises,  Lessee  shall  not  place  any  sign  upon the Project
without  Lessor's  prior  written  consent.  All  signs  must  comply  with  all
Applicable  Requirements.
35.            TERMINATION;  MERGER  .  Unless  specifically stated otherwise in
writing by Lessor, the voluntary or other surrender of this Lease by Lessee, 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 10 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  other  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  party shall furnish its reasons in writing and
in  reasonable  detail  within  10  business  days  following  such  request.
37.            GUARANTOR.
                37.1          EXECUTION.  The  Guarantors,  if  any,  shall each
execute  a  guaranty  in  the form most recently published by the AIR Commercial
Real
Estate  Association,.
                37.2          DEFAULT.  It  shall  constitute  a  Default of the
Lessee  if any Guarantor fails or refuses, upon request to provide: (a) evidence
of  the  execution of the guaranty, including the authority of the party signing
on  Guarantor's  behalf  to  obligate  Guarantor, and in the case of a corporate
Guarantor,  a  certified  copy  of  a  resolution  of  its  board  of  directors
authorizing  the  making of such guaranty, (b) current financial statements, (c)
an  Estoppel Certificate, or (d) written confirmation that the guaranty is still
in  effect.
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.  If  Lessee is granted an option, as defined below, then
the  following  provisions  shall  apply.
                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 right to
purchase  or  the  right  of  first  refusal  to  purchase the Premises or other
property  of  Lessor.
                39.2          OPTIONS  PERSONAL TO ORIGINAL LESSEE .  Any Option
granted  to  Lessee in this Lease is personal to the original Lessee, and cannot
be  assigned  or  exercised  by  anyone other than said original Lessee and only
while  the  original  Lessee  is  in  full  possession  of  the Premises and, if
requested  by  Lessor,  with  Lessee  certifying that Lessee has no intention of
thereafter  assigning  or  subletting.
39.3          MULTIPLE  OPTIONS  .  In  the  event  that Lessee has any multiple
Options  to  extend  or  renew  this  Lease,  a  later  Option  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  3  or more notices of separate Default, whether or not
the  Defaults  are  cured,  during the 12 month period immediately preceding the
exercise  of  the  Option.
(b)  The  period  of  time  withinwhich  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,  if,
after  such  exercise  and  prior  to  the  commencement of the extended term or
completion  of  the  purchase,  (i)  Lessee fails to pay Rent for a period of 30
days after such Rent becomes due (without any necessity of Lessor to give notice
thereof),  or  (ii)  if  Lessee  commits  a  Breach  of  this  Lease.
40.            SECURITY  MEASURES  .  Lessee  hereby  acknowledges that the Rent
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.
41.            RESERVATIONS  .  Lessor reserves the right: (i) to grant, without
the  consent  or  joinder of Lessee, such easements, rights and dedications that
Lessor  deems  necessary,  (ii)  to  cause  the  recordation  of parcel maps and
restrictions,  and  (iii) to create and/or install new utility raceways, so long
as
such easements, rights, dedications, maps, restrictions, and utility raceways do
not  unreasonably  interfere  with  the  use  of  the  Premises  by  Lessee.
Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
such  rights.
42.            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 the other
under  the  provisions  hereof, the Party against whom the obligation to pay the
money  is  asserted  shall  have  the  right  to  make  payment  "under 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 thereof as it was not legally required
to  pay.  A  Party  who  does  not  initiate  suit for the recovery of sums paid
"under  protest"  within  6  months  shall be deemed to have waived its right to
protest  such  payment.
43.            AUTHORITY.;  MULTIPLE  PARTIES;  EXECUTION  .
(a)  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  30  days  after request, deliver to the other Party satisfactory
evidence  of  such  authority.
44.            CONFLICT.  Any  conflict  between  the printed provisions of this
Lease  and  the typewritten or handwritten provisions shall be controlled by the
typewritten  or  handwritten  provisions.
45.            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.
46.            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.
47.            WAIVER  OF  JURY  TRIAL  .    THE  PARTIES  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS  TO  TRIAL  BY  JURY  IN  ANY  ACTION  OR
PROCEEDING  INVOLVING  THE  PROPERTY  OR  ARISING  OUT  OF  THIS  AGREEMENT  .
48.            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  is  not  attached  to  this  Lease.
49.            AMERICANS  WITH  DISABILITIES  ACT  .  Since  compliance with the
Americans  with  Disabilities  Act (ADA) is dependent upon Lessee's specific use
of the Premises, Lessor makes no warranty or representation as to whether or not
the  Premises  comply  with  ADA  or  any  similar  legislation.  In  the
event  that  Lessee's use of the Premises requires modifications or additions to
the  Premises  in  order  to  be  in  ADA  compliance,  Lessee  agrees  to  make
any  such  necessary  modifications  and/or  additions  at  Lessee's  expense.


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 AIR COMMERCIAL
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  URGED  TO:

1.               SEEK  ADVICE  OF  COUNSEL AS  TOTHE  LEGAL AND  TAXCONSEQUENCES
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, COMPLIANCE WITH THE
AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S
INTENDED  USE.


WARNING:  IF  THE PREMISES ARE 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  ARE  LOCATED.

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


Executed  at:

On:


Executed:

On:

BY  LESSOR:  MARLBOROUGH  SQUARE  EQUITIES,  LLC
BY  LESSEE:
By: /s/ Burton Young
Name  Printed  Burton  Young

By: LESSOR
By Xtreme Companies
By: /s/ Kevin Ryan
Name  Printed: Kevin Ryan


THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS OF
THE  INDUSTRY.  ALWAYS  WRITE  OR  CALL  TO  MAKE  SURE  YOU  ARE
UTILIZING  THE  MOST  CURRENT  FORM: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700
SOUTH  FLOWER  STREET,  SUITE  600,  LOS  ANGELES,  CA  90017.
(213)  687-8777.


(C)COPYRIGHT  1998  BY  AIR  COMMERCIAL  REAL  ESTATE  ASSOCIATION.
                              ALL RIGHTS RESERVED.

NO  PART  OF  THESE  WORKS  MAY  BE REPRODUCED IN ANY FORM WITHOUT PERMISSION IN
WRITING.