EXHIBIT 10.1
                                                                    ------------


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

1.      BASIC PROVISIONS ("BASIC PROVISIONS").

        1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only
March 7, 2005 is made by and between Roxbury Property Management ("LESSOR") and
Signature Eyewear, Inc., a California corporation ("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 498 N. Oak Street,
located in the City of Inglewood, County of Los Angeles State of California,
with zip code 90302, as outlined on Exhibit A attached hereto ("Premises") and
generally described as (describe briefly the nature of the Premises): an
approximate 64,000 +/- square foot portion of a 213,000 square foot industrial
building including 100 automobile parking spaces. 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: See Addendum 1. 2 (b)[DELETED]. (See also Paragraph 2.6)

        1.3 TERM: two (2) years and one (1) month ("Original Term") commencing
June 1, 2005 ("Commencement Date") and ending June 30, 2007 ("EXPIRATION Date").
(See also Paragraph 3)

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

        1.5 BASE RENT: $ See Addendum [DELETED] (See also Paragraph 4)
[X] 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: thirty
percent (30 %) ("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 the 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: SEE ADDENDUM 1.7.

            [DELETED]

1.8     AGREED USE: warehousing and distribution of optical and similar type
products and general office use for employees of Lessee. (See also Paragraph 6)

                                  PAGE 1 OF 22

INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

1.9     INSURING PARTY. Lessor Is the "Insuring Party". (See also Paragraph 8)
        1.10    REAL ESTATE BROKERS: (See also Paragraph 15)
                (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
[X]The Klabin Company 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 [DELETED]

        1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be
guaranteed by N/A ("Guarantor"). (See also Paragraph 37)

        1.12 ATTACHMENTS. Attached hereto are the following, all of which
constitute a part of this Lease:

[X] an Addendum consisting of Paragraphs 1.2 through 54;
[X] a site plan depicting the Premises;
[_] a site plan depicting the Project;
[_] a current set of the Rules and Regulations for the Project;
[_] a current set of the Rules and Regulations adopted by the owners'
    association;
[_] a Work Letter;
[_] other (specify);____________________________________________________________

________________________________________________________________________________

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. See Addendum 2,1.

        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 Lessors 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). See
Addendum 2.2.

        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 Lessors 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 constriction 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:

                                  PAGE 2 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

            (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 one (1) year 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. SEE
ADDENDUM 2.3(B).

            (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
Paragraphs 2.2 and 2.3 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 or allow any vehicles that belong to 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 Lessee permits or allows any of the prohibited activities
described in this Paragraph 2.6, then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to
remove or tow away the vehicle involved and charge the cost to 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

                                  PAGE 3 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 to the Premises remains available;

            (c) [DELETED]

            (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,
however, such work shall be performed so as to reasonably minimize interference
with Lessee's business; 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. See Addendum 2.10.

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. [DELETED]

        3.3 DELAY IN POSSESSION. [DELETED]

        3.4 [DELETED]

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, and if necessary the replacement, of the
            following:


                            (aa) The Common Areas and Common Area improvements,
                    including parking areas, loading and

                                  PAGE 4 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

                    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, [DELETED] the cost to repaint the
            exterior of any structures [DELETED]

                    (iv) [DELETED]

                    (v) Real Property Taxes (as defined In Paragraph 10).

                    (vi) The cost of the premiums for the insurance maintained
            by Lessor pursuant to 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

                    (ix) [DELETED]

                    (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 Area Operating Expenses and Real Property Taxes that
are specifically 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) Common Area Operating Expenses shall not Include any expenses
paid by any tenant directly to third parties, or as to which Lessor is otherwise
reimbursed by any third party, other tenant, or insurance proceeds. See Addendum
4.2(f).

        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 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 sun 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
therefore deposit monies with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease. [DELETED]

                                  PAGE 5 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>


[DELETED] 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. See Addendum 1.7.

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. See Addendum 6.2.

            (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) immediately 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 based on Hazardous Substances. 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. See Addendum 6.2.

            (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 under
Lessee's control.

            (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 under Lessee's control (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

                                  PAGE 6 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 are 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 the 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 Lessors 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 and except
in emergencies, 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 wells,
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

                                  PAGE 7 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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. SEE ADDENDUM 7.1(B).

            (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 (i.e. 1/144th of the cost per month). Lessee shall pay Interest on
the unauthorized 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. SEE ADDENDUM
7.3.

            (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 systems
[DELETED] 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 Alterations and/or 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 $10,000
[DELETED]. 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 $10,000 [DELETED], 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
materialman's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than 20 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

                                  PAGE 8 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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
(excluding communication systems) 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 Project) 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. See Addendum 7.4.

8.      INSURANCE; INDEMNITY. SEE Addendum 8.

            8.1 PAYMENT OF PREMIUMS. The cost of the premiums for the insurance
   policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b),
   8.3(a) and 8.3(b), shall be a Common Area Operating Expense. 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

                                  PAGE 9 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 PROMISES. 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 in amounts reasonably approved by lessor.
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, VIIII, 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 or breach of its obligations under this lease, 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 [DELETED]

                                  PAGE 10 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 depredation.

            (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. Bee ADDENDUM 9.2.

        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. SEE ADDENDUM
9.3.

        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

                                  PAGE 11 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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,
[DELETED]. 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. See Addendum 9.6(b).

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

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

10.     REAL PROPERTY TAXES.

        10.1 DEFINITION. 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. 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

                                  PAGE 12 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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. See Addendum 12.1.

            (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 is publicly 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 50% 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 and reflected on
audited financial statements.

            (d) An assignment or subletting without consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1(c), [DELETED]

            (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) after 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 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, [DELETED]. Lessee shall pay to
Lessor the reasonable attorneys' fees incurred in processing such requests by
Lessee. 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

                                  PAGE 13 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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

13.     DEFAULT; BREACH; REMEDIES.

        13.1 DEFAULT; BREACH. A "DEFAULT" is defined as a failure by the Lessee
to comply with or perform any of the terms, covenants, conditions or Rules 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) [DELETED] See Addendum 13.1.

            (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. See Addendum 1.7.

            (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 15 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. ss. 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 60 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 60
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.

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

            (h) 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

                                  PAGE 14 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 three (3) days after such amount shall be
due (See Addendum 1.7), then, without any requirement for notice to Lessee,
Lessee shall immediately pay to Lessor a one-time late charge equal to 5% 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. [DELETED]

        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.

                                  PAGE 15 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

        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 condensing 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 to the extent proven BY Lessee
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, unless otherwise agreed In Lessor's separate Agreement with the Brokers.

        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 falls 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 falls 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 falls 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 encumbrances 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.

                                  PAGE 16 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

            (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 but such requests may not be
made more than twice in any 12-month period. 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 mall 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 moneys or damages due
Lessor, notwithstanding any qualifying statements or conditions made by Lessee
in connection therewith, which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.

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

                                  PAGE 17 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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
200% 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 and Lessor 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 Device 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.

                                 PAGE 18 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

        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 valid 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. 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 written
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. [DELETED]

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.

                                  PAGE 19 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>


39.     OPTIONS. If Lessee is granted an option, as defined below, then the
following provisions shall apply. See Addendum 39.

        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 [DELETED]

        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: (1) during the
period commencing with the giving of any valid notice of Default and continuing
until said Default is cured, (ii) during the period of time any Rent is unpaid,
(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 valid 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 within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).

            (c) An Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option, 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 access to or 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.

            (b) If this Lease is executed by more than one person or entity as
"Lessee", each such person or entity shall be jointly and severally liable
hereunder. It is agreed that any one of the named Lessees shall be empowered to
execute any amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.

            (c) This Lease may be executed by the Parties In counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same Instrument.

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 correction with the obtaining of normal financing or
refinancing of the Premises. No such amendments requested by a lender shall
result In Lessee incurring any cost or expense unless Lessor agrees to reimburse
Lessee for such costs and expenses.

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 [X] 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

                                  PAGE 20 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

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 TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE.
2.      RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION
OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,
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: Los Angeles                   Executed at Los Angeles
-------------------------------------      -------------------------------------
On: March 10, 2005                         On: March 15, 2005
-------------------------------------      -------------------------------------

BT LESSOR:                                 BY LESSEE:
ROXBURY PROPERTY MANAGEMENT                SIGNATURE EYEWEAR, INC., A CALIFORNIA
                                           CORPORATION
-------------------------------------      -------------------------------------

By: /s/ Raymond Renta                      By: /s/ Michael Prince
-------------------------------------      -------------------------------------
Name Printed: Raymond Renta                Name Printed: Michael Prince
-------------------------------------      -------------------------------------
Title: General Partner                     Title: President
-------------------------------------      -------------------------------------

By:                                        By: /s/ Michael Prince
-------------------------------------      -------------------------------------
Name Printed:                              Name Printed: Michael Prince
-------------------------------------      -------------------------------------
Title:                                     Title: Chief Executive Officer
-------------------------------------      -------------------------------------
Address: 11008 Muirfield Drive             Address: 498 N. Oak Street
-------------------------------------      -------------------------------------
Rancho Mirage, CA 92270                    Inglewood, CA 90302
-------------------------------------      -------------------------------------
Telephone:(760) 328-4142                   Telephone: (310) 330-2733
-------------------------------------      -------------------------------------
Facsimlle:(760) 324-8455                   Facslmlle:(310) 330-2770
-------------------------------------      -------------------------------------
Federal ID No.                             Federal ID No.
-------------------------------------      -------------------------------------


BROKER:                                    BROKER:
THE KLABIN COMPANY                         THE KLABIN COMPANY
-------------------------------------      -------------------------------------


Attn:                                      Attn:
-------------------------------------      -------------------------------------
      F. Ronald Rader, SIOR                       Luke Staubitz, SIOR
-------------------------------------      -------------------------------------
Title: Executive Vice President            Title: Principal
-------------------------------------      -------------------------------------
Address: 6601 Center Drive West, #300      Address: 6601 Center Drive West, #300
-------------------------------------      -------------------------------------
Los Angeles, CA 90045                      Los Angeles, CA 90045
-------------------------------------      -------------------------------------
Telephone:(310) 337-7000                   Telephone: (310) 337-7000
-------------------------------------      -------------------------------------
Facsimile:(310) 337-0078                   Facsimile:(310) 337-0078
-------------------------------------      -------------------------------------
Email: rader@klabin.com                    Email: lukes@klabin. com
-------------------------------------      -------------------------------------

                                  PAGE 21 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

FEDERAL ID NO. 95-3630032                  FEDERAL ID NO. 95-3630032
-------------------------------------      -------------------------------------

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.

          (R)COPYRIGHT 1999 BY AIR COMMERCIAL REAL ESTATE ASSOCIATION.
                              ALL RIGHTS RESERVED.
              NO PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM
                         WITHOUT PERMISSION IN WRITING.

















































                                  PAGE 22 OF 22
INITIALS                                                                INITIALS

(C)1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION                 FORM MTN-4-8/04E
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
           SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302

1.2     PREMISES:

        1.2(b)  Parking: Lessee shall have the exclusive use of 18 reserved
                parking spaces and 82 unreserved parking spaces for a total of
                100 spaces as designated on attached Exhibit A at no additional
                cost. Lessee shall be responsible that Lessee's employees,
                customers, vendors, and invitees use only such designated
                reserved and/or unreserved parking spaces. Lessor shall at all
                times during the term of the Lease, provide Lessee with a total
                of 100 parking spaces and maintain such additional parking
                spaces for other tenants of the Project in accordance with
                applicable laws. (See Exhibit "A".)

1.5     BASE RENT ADJUSTMENTS: The "Base Rent" per month shall be as follows:

                                             Months               Rate
                                             ------               ----
        June 1, 2005 - June 20, 2005           2/3             No Charge
        June 21, 2005 - May 31, 2006        11-1/3        $46,900 per month, net
        June 1, 2006 - June 30, 2007            13        $48,500 per month, net

1.7     RENT:

        (A) Rent is due on the 21" day of each month and is late on the 24th day
            of each month at 5:00 PM, regardless of weekends or holidays. Rent
            checks shall be made payable to "Roxbury Property Management" and
            mailed to:

             Brenner, Bigler & Associates        Phone:        818-887-9912
             21220 Erwin Street                  Fax:          818-887-9363
             Woodland Hills, CA 91367

        Since rent is due on the 21st of the month, all rents received before
        the 21st, are held uncashed until the 21st.

        (b) Security Deposit: The Lessor currently holds a Security Deposit in
            the amount of $76,000 for Lessee (the "Security Deposit"). Lessee
            currently holds a Security Deposit for its Subtenant, Diagnostic
            Products, in the amount of $18,000 (the "Diagnostic Security
            Deposit"). Concurrently with the execution of this Lease, (1) the
            Security Deposit for Lessee will be reduced from $76,000 to $58,000,
            (2) Lessor alone will be responsible for the return of the
            Diagnostic Security Deposit to Diagnostic Products to the extent
            required under the Sublease between Lessee and Diagnostic Products
            previously delivered to Lessor (the "Diagnostic Sublease"), and (3)
            if Lessor fails to return the Diagnostic Security Deposit to
            Diagnostic Products in accordance with clause (2) above, then Lessor
            agrees to indemnify Lessee from any claim by Diagnostic Products
            against Lessee in connection with such failure by Lessor.
            Notwithstanding the foregoing or any other provision of this Lease
            to the contrary, if Lessor and Diagnostic Products do not enter into
            a new lease that commences on June 1, 2005 for the space covered by
            the Diagnostic Sublease (the "Diagnostic Premises"), Lessee will
            remain obligated to surrender the Diagnostic Premises to Lessor at
            the time, and in the condition, required by the existing lease
            between Lessor and Lessee.

Initials                             PAGE 1 OF 7                        Initials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
            SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302


        (c) TOTAL DUE June 1, 2005: Lessee shall pay taxes, insurance, and
            common area maintenance applicable to the period June 1 - 20, 2005.

1.8     AGREED USE: Warehouse and distribution of optical and similar type
        products and general office, and all other related uses that would not
        cause excess damage to the building; and no other uses that would
        require hazardous or toxic materials, create dust or odors, require
        excess distribution of power, or HVAC equipment, or otherwise cause more
        "wear and tear" on the property than the Agreed Use.

2.1     SQUARE FOOTAGE OF PREMISES: On or before June 1, 2005, Lessee shall have
        the right to measure the square footage of the Premises. No adjustment
        to the Base Rent or Lessee's share of common area operating expenses
        shall occur unless the square footage of the Premises is determined by
        Lessor and Lessee as being less than 63,500 square feet or more than
        64,500 square feet.

2.3(B)  COMPLIANCE: As a supplement to Paragraph 2.3(b) of the Lease, if a
        Capital Expenditure subject to the first clause of Paragraph 2.3(b) is
        required during the last year of the term of the Lease, but Lessee has
        an option to extend the term, then Lessee may exercise its extension
        option and Lessor and Lessee shall allocate the cost thereof as provided
        in the first clause of Paragraph 2.3(b).

2.10    CHANGES TO COMMON AREAS: Any changes to the common area performed by
        Lessor shall not result in Lessee's access to or use of the Premises
        being unreasonably interfered with or prevented.

4.2(F)  COMMON AREA OPERATING EXPENSES: Lessor elects to have Lessee pay
        Lessee's share of annual common area operating expenses monthly on an
        estimated advance basis concurrently with the payment of the monthly
        Base Monthly Rent commencing June 1, 2005. The estimate for the first
        lease period (June 1, 2005 - December 31, 2005) is based on $.1035 per
        square foot per month or $6,624 per month. Lessor reserves the right to
        change such estimate each following lease year (up or down) throughout
        the term of the Lease based on both the actual common area operating
        expenses for the prior lease year and Lessor's reasonable estimate of
        any anticipated changes in the components of the common area operating
        expenses for the next lease year. If Lessor adds any improvements to the
        common areas as described in Paragraph 2.10(d) of the Lease, the costs
        of owning, operating, repairing, and maintaining such improvements shall
        not be included in common area operating expenses unless consented to in
        writing by Lessee.

        Audit: Within 12 months following the end of each lease year, but not
        more than once for each lease year, Lessee shall have the right, by its
        accountants or representatives, to audit and inspect Lessor's records
        relating to common area operating expenses for such lease year. Lessee
        shall advise Lessor in writing of any requested changes in the common
        area operating expenses for such lease year and provide Lessor with a
        detailed explanation for such change. If Lessor and Lessee are unable to
        mutually agree as to such change in common area operating expenses, then
        such dispute shall be submitted and resolved by arbitration as follows:

        4.2(f)(1)Process: Any Party may initiate the arbitration by written
        notice to the other Party stating that such controversy is subject to
        resolution in accordance with this Agreement; however, no such
        initiation may be made before 15 days have elapsed from the time the
        dispute arises among the Parties. The site of the arbitration shall be
        Los Angeles, California.  The rules of the American Arbitration
        Association ("AAA") for commercial transactions shall


Initials                           PAGE 2 OF 7                          Initials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
           SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302

        apply, except as modified by this Lease, and the AAA shall not supervise
        the arbitration or be paid fees.

        4.2(f)(2)Selection: The arbitration shall be conducted by one
        arbitrator. Such arbitrator shall be a retired judge of the Los Angeles
        County, California, Superior Court selected by mutual agreement between
        the Party initiating the arbitration (the "Initiating Party") and the
        other Party (the "Other Party"); provided that, if the Initiating Party
        and the Other Parties cannot mutually agree upon the arbitrator within a
        period of 10 days from the date the arbitration process is initiated,
        then the arbitrator shall be selected by the Presiding Judge of the Los
        Angeles County Superior Court. In this regard, the Initiating Party and
        the Other Party shall, on a timely basis, submit to the Presiding Judge,
        the names of three retired judges and the arbitrator shall be selected
        from such names.

        4.2(f)(3)Discovery: No interrogatories shall be permitted. Depositions
        shall be permitted but no more than three for each Party and no single
        deposition shall extend for more than 7 hours during a one-day period.
        Requests for production of documents shall be responded to, or objected
        to, within 30 days. The arbitrator shall establish reasonable time
        periods for each side in the dispute to provide a summary of the facts
        and statement of contentions, a list of witnesses appearing at the
        hearing, and a list of exhibits to be presented at the hearing.

        4.2(f)(4)Final Award: The award of the arbitrator shall be final and
        binding upon the Parties, without appeal; provided that a Party may seek
        enforcement of the award by appropriate proceedings in a court of
        competent jurisdiction.

        4.2(f)(5)Rules: Notwithstanding the rules of the AAA, the arbitrator
        shall:

        4.2.(f)(5.1)Procedural Rules. Establish the rules of procedure to be
        applicable to the arbitration proceedings (including discovery subject
        to the limitations set forth in this Section); however, no court
        reporter shall be permitted;

        4.2.(f)(5.2)Fees: Be entitled to require each of the Initiating Party
        and the Other Party to deposit an equal amount to be set off against the
        expenses and fees of the arbitrator; and

        4.4.2.(f)(5.3)Attomeys Fees: Include in the award the amount of the
        costs of arbitration and attorneys fees to be assessed against the Party
        who has lost the arbitration. If each Party has partly lost and partly
        won, the arbitrator may divide the costs and fees between the Parties in
        accordance with the arbitrator's best judgment or have each Party absorb
        their own respective share of costs and their own personal attorneys'
        fees.

        4.2.(f)(5.4)Waiver: The resolution of all disputes between the Parties
        by this arbitration process constitutes a waiver by each to a trial by
        jury or judge of the dispute as well as any appeal of the decision of
        the arbitrator.

        4.2.(f)(5.5)Management Fees: The maximum amount of management fees that
        shall be included in common area operating expenses is an amount equal
        to four percent (4%) of the net rental income of the Project (defined as
        all base type rent received exclusive of amounts for common area
        operating expenses and real property taxes).

        4.2.(f)(5.6)Refunds: If after the expiration of the Lease it is
        determined under Paragraph 4.2(d) of the Lease that Lessee overpaid its
        share of common area operating expenses for the last year of the Lease,
        then Lessor shall refund such excess payment to Lessee within 30 days
        after the date of such expiration.

Initials                             PAGE 3 OF 7                        Initials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
           SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302


6.2     HAZARDOUS SUBSTANCES: Lessor represents to Lessee that Lessor has no
        current actual knowledge of the existence of any Hazardous Substances in
        the Premises or below the surface of the Premises. Lessor further
        represents to Lessee that no storage tanks exist below the surface of
        the Premises or the Project. Lessee acknowledges that Lessor has
        conducted no testing or investigations for Hazardous Substances. Lessor
        shall indemnify, defend, and hold Lessee free and harmless from and
        against all damages, liabilities, judgments, costs, claims, liens,
        expenses, penalties, permits and reasonable attorneys and consultants
        fees actually incurred by Lessee which arise out of or are in connection
        with the existence of Hazardous Substances in or beneath the Premises
        prior to the date of delivery of possession of the Premises to Lessee.
        The Parties shall each comply with the provisions of California Health &
        Safety Code ss. 25359.7 regarding notification of and obligations for
        Hazardous Substances at the Project including the Premises.

7.1(b)  HVAC:

        7.1(b)(1). Upon the execution of this Lease, Lessee will enter an HVAC
        service contract for the HVAC units with PM Environmental Systems, Inc.
        ("PM Environmental") in the form of attached Exhibit C (the "HVAC
        Service Contract"). Lessee will keep the HVAC Service Contract in force
        throughout the term of the Lease including any extensions thereof.
        Lessee will in any event continue to be responsible for routine repair
        of the HVAC units. If the Lessee properly maintains the HVAC units, and
        if a compressor or other major component of an HVAC unit nonetheless
        fails, and the failed unit must be replaced, or repaired at a cost that
        exceeds 50% of the cost to replace the failed unit, then Lessor will pay
        for such replacement or repair and Lessee will reimburse Lessor for 50%
        of the cost of such replacement or repair.

7.3     UTILITY INSTALLATIONS AND ALTERATIONS: To the extent any work performed
        by Lessee to the Premises requires Lessee to obtain a lien free and
        completion bond or surety bond pursuant to Paragraph 7.3(b) or (c) of
        the Lease, Lessee may provide substitute cash type collateral in form
        reasonably acceptable to Lessor. All lighting fixtures either in the
        Premises at the time possession of the Premises is delivered to Lessee
        or subsequently installed by Lessor or Lessee shall remain in the
        Premises and be deemed owned by, and the sole property of, Lessor.

7.4     SURRENDER: This Lease replaces an earlier lease. Any improvement that
        was made under the previous lease shall be left or removed at the
        Owner's sole choice. These improvements include, but are not limited to,
        the metal mezzanine and the two-office expansion including the added
        structural mezzanine. Lessee shall remove all of its communications and
        data cabling at the end of the lease term.

8.2(A)  TYPE OF INSURANCE: If Lessee is unable to obtain the insurance policy
        described in Paragraph 8.2(a) of the Lease with a deletion of the
        "intra-insured exclusion", then such requirements shall, to the extent
        unobtainable, be deleted from the Lease. As a substitute for the
        "Amendment of the Pollution Exclusion", Lessee may obtain, or if such
        Amendment is unobtainable Lessee shall obtain, an endorsement entitled
        "Pollution Liability Coverage Extension (CGO 4221185).

8.5     TYPE OF INSURERS: The requirements for insurance companies described in
        Paragraph 8.5 of the Lease shall be insurance companies "licensed and
        admitted to do business in the state of California.

Initials                             PAGE 4 OF 7                        Initials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
           SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                      498 N. OAK STREET INGLEWOOD, CA 90302


8.6     WAIVER OF SUBROGATION: The requirement for the Parties to obtain waivers
        of subrogation under Paragraph 8.6 of the Lease is conditioned on the
        cost of such waiver not being a material additional charge.

8.8     EXEMPTION FROM LESSOR OF LIABILITY: The exemption of Lessor from
        liability under Paragraph 8.8 of the Lease shall exclude matters
        directly resulting from the negligent or intentional act or omission of
        Lessor or a breach by Lessor or any of Lessor's obligations under the
        Lease.

9.2     INSURED LOSS: As a modification to Paragraph 9.2 of the Lease, to the
        extent the insurance proceeds are inadequate to fully restore the
        Premises due only to any unique nature of the Premises, Lessor shall
        nonetheless use it reasonable best efforts to restore the Premises to
        its prior condition (and the unique feature may be deleted or modified)
        with the available insurance proceeds (unless Lessee elects to fund the
        deficiency, in which event the unique aspects shall be restored to the
        extent possible under applicable laws).

9.3     UNINSURED LOSS: As a modification to Paragraph 9.3 of the Lease, Lessor
        shall not have the right to terminate the Lease for an uninsured
        Premises Partial Damage the repair cost of which is $29,000 or less.

9.6(B)  RESTORATION OF PREMISES: As a supplement to Paragraph 9.6(b) of the
        Lease: (1) If such repair or restoration work is not substantially
        completed within 240 days from the date of the damage, then Lessee shall
        have the right to terminate this Lease upon 30 days written notice to
        Lessor, so long as such termination notice expires before such work is
        substantially completed; and (2) If such repair or restoration work is
        not substantially completed by the date that is 180 days prior to the
        end of the then term of this Lease (including any extension options
        previously exercised by Lessee) (the "180th Day"), then within five (5)
        days following the 180th Day, Lessee shall have the right to terminate
        this Lease upon written notice to Lessor so long as such termination
        notice is given before such work is substantially completed. Substantial
        completion shall mean completion except for "punch list" type items.

12.1    LESSEE AFFILIATE: As a modification to Paragraph 12.1 of the Lease,
        Lessee may assign or sublet Lessee's interest in the Lease, without
        Lessor's prior consent, to any corporation or other entity which
        controls, is controlled by or is under common control with Lessee, or to
        any corporation or other entity resulting from the merger with Lessee,
        so long as the requirements of Paragraph 12.1(b) and (c) and Paragraph
        12.2 are fully satisfied or maintained. However, as a specific
        modification to Paragraph 12.1(b) of the Lease, if Lessee (or any
        successor of Lessee by merger or acquisition) becomes a publicly-traded
        company on any recognized stock exchange (e.g., New York, American,
        Pacific, NASDAQ), no transfer of voting stock of Lessee shall constitute
        either a change in control of Lessee or an assignment or sublease
        requiring Lessor's consent. Furthermore, all payment or other
        consideration received by Lessee as a result of or in connection with
        any assignment or subletting of all or any portion of Lessee's interest
        in the Lease in excess of the rental obligation of Lessee under this
        Lease shall be shared between Lessor and Lessee on a 50/50 basis;
        provided, however, Lessee shall be entitled to recoup from such excess
        before any such sharing arrangement, 100% of all direct out-of-pocket
        expenses actually incurred by Lessee with respect to such assignment or
        sublease. The Net Worth requirements or Paragraph 12.1(c) shall be
        deemed satisfied so long as the Net Worth of Lessee after completion of
        any transaction described in Paragraph 12.1(c) is equal to or greater
        than S2,000,000.

Initials                            PAGE 5 OF 7                         Initials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
            SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302

13.1(A) VACATING OR ABANDONING PREMISES: Lessee shall not be in default or
        breach of the Lease for failing to continue to operate its business at
        the Premises or in continuing to occupy the Premises so long as Lessee
        performs all obligations of Lessee under the Lease. However, if Lessee's
        vacating the Premises increases the insurance premiums for the insurance
        maintained by Lessor for the Project, then Lessee shall pay 100% of such
        increased costs.

39.     OPTION GRANT: Lessor grants to Lessee one (1) option (the "Option") to
        extend the term of this Lease for two (2) additional years.
        39.1   Option Exercise. Lessee shall exercise the option, if at all, by
               written notice to Lessor no earlier than one year prior to the
               expiration of the original term of this Lease and no later than
               six (6) months prior to the expiration of the original term of
               this Lease. Time is of the essence with respect to the exercise
               of the option.
        39.2   Option Requirements. All provisions of Paragraph 39 of the Lease
               (entitled "Options") shall be applicable to the exercise by
               Lessee of the Option.
        39.3   Base Rent for the Option Period shall be $51,200 per month, net.

50.     LESSOR'S IMPROVEMENTS TO PREMISES: Notwithstanding any other provision
        of the Lease, the Premises are delivered to Lessee in an "AS-IS"
        condition; provided, however, that Lessor will complete the following at
        Lessors expense commencing within 10 days and completed within 30 days
        of Lease execution:
        50.1   Replace all carpets in the original approximate 13,500 square
               feet of office area.
        50.2   Clean the carpets where they are stained in the offices added by
               Lessee.
        50.3   Paint all of the offices in the original approximate 13,500
               square feet of office area.
        50.4   Replace all of the stained or damaged ceiling tiles in the entire
               office area (original offices and new offices).
        50.5   Repair all current roof leaks.
        50.6   Clean all skylights and wash all windows.

51.     GENERAL PROVISIONS: This Addendum is incorporated into and made a part
        of the Lease. All references to the Lease shall include this Addendum.
        Any inconsistency, variance, or difference between the provision of the
        Lease and the provisions of this Addendum shall result in the provisions
        of this Addendum controlling. All capitalized terms not defined in this
        Addendum shall have the same meaning as set forth in the Lease. No
        provision of the Lease or this Addendum shall be interpreted for or
        against a Party as a result of such provision being drafted by such
        Party's legal counsel. Lessor and Lessee may sometimes be individually
        referred to as a "Party" or collectively as the "Parties". The term
        "include" shall not be limiting and shall be deemed to include the
        concept of "including but not limited to".

52.     CONDITION SUBSEQUENT: Notwithstanding any other provision of this Lease
        to the contrary, Lessor alone will have the option to immediately
        terminate this Lease by written notice to Lessee if Lessee fails to pay
        any of the following amounts in full to Lessor prior to the Commencement
        Date: (a) all amounts payable by Lessee to Lessor pursuant to the lease
        under which Lessee currently occupies a portion of the Project (the
        "Current Lease"),                                 and (b) the remaining
        balance of that certain promissory note in the original principal amount
        of $240,000 payable by Lessee to Lessor.

Initials                            PAGE 6 OF 7                         Inilials
<PAGE>

                   ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET

             BY AND BETWEEN ROXBURY PROPERTY MANAGEMENT, LESSOR AND
           SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION, LESSEE
                                498 N. OAK STREET
                               INGLEWOOD, CA 90302

53.     INDEMNIFICATION: This Lease has been prepared by The Klabin Company, a
        California corporation, at the request of Lessor and Lessee who are
        herein referred to as "the Parties" without regard to number or gender.
        The Parties have been advised to have this document reviewed by their
        own independent counsel, and confirm that in signing this document, they
        have not relied on any acts or conduct of The Klabin Company, and its
        agents, with regard to the interpretation or meaning of this document.
        The Parties jointly and severally waive any and all claims, actions,
        demands, and loss against The Klabin Company, its agents, employees, and
        each of them, that a party may incur by reason of any act, error, or
        omission in the preparation of this document and its interpretation and
        meaning, whether or not the interpretation or meaning, whether or not
        the interpretation or meaning is the result of compromise and settlement
        among Parties, or the result of determination by a court of arbitration
        panel of competent jurisdiction. The preceding waiver provisions have
        been negotiated by and between the Parties on the one part, and The
        Klabin Company on the other part.

        In the event there is conflict between the terms and conditions of this
        Addendum and the Lease, the terms of the Addendum shall be controlling.

54.     EXHIBITS: The following Exhibits are attached hereto and made a part
        hereof:
        Exhibit A - Site Plan
        Exhibit B - Floor Plan
        Exhibit C - HVAC Service Contract


LESSEE:          SIGNATURE EYEWEAR, INC., A CALIFORNIA CORPORATION

By:  /s/ Michael Prince President                               March 15, 2005
   ----------------------------------
   Michael Prince, President


By:  /s/ Michael Prince President                               March 15, 2005
   ----------------------------------
   Michael Prince, Chief Executive Officer




LESSOR:          ROXBURY PROPERTY MANAGEMENT


By:  /s/ Raymond Renta                                          March 10, 2005
   ----------------------------------
   Raymond Renta





Initials                            PAGE 7 OF 7                         Inilials
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------





                             [DIAGRAM OF SITE PLAN]






<PAGE>

                                                                       EXHIBIT B
                                                                       ---------






                             [DIAGRAM OF FLOOR PLAN]






<PAGE>


                                                                       EXHIBIT C
                                                                       ---------






                        [IMAGE OF HVAC SERVICE CONTRACT]