<PAGE>   1
                                                                   EXHIBIT 10.53

                                  OFFICE LEASE

                                     Between

                        DOUGLAS EMMETT REALTY FUND 1997,
                        a California limited partnership

                                   as Landlord

                                       and

                              STAN LEE MEDIA, INC.,
                             a Delaware corporation

                                    as Tenant

                                      Dated

                               September 22, 1999






<PAGE>   2




                                  OFFICE LEASE
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                                                 PAGE
-------                                                                                 ----
<S>                                                                                     <C>
  l     Demise of Premises................................................................1
  2     Commencement Date and Term .......................................................2
  3     Payment of Rent, Late Charge and Security Deposit.................................3
  4     Additional Rent ..................................................................5
  5     Ethics ...........................................................................9
  6     Use of Premises ..................................................................9
  7     Condition Upon Vacating and Removal of Personal Property ........................10
  8     Utilities and Services ..........................................................10
  9     Tenant's Indemnification and Limitation on Landlord's Liability..................12
 10     Compliance with Laws ............................................................13
 11     Assignment and Subletting .......................................................14
 12     Maintenance, Repairs, Damage, Destruction, Renovation and/or Alteration..........16
 13     Condemnation ....................................................................20
 14     Mortgage Subordination and Attornment ...........................................21
 15     Estoppel Certificates ...........................................................22
 16     Notices .........................................................................22
 17     Default and Landlord's Option to Cure............................................22
 18     Damages; Remedies; Re-Entry by Landlord; Etc.....................................24
 19     Insurance .......................................................................25
 20     Miscellaneous ...................................................................26
 21     Parking .........................................................................29
 22     Concierge Services...............................................................30
 23     Option to Extend Term ...........................................................31
 24     Right of First Offer ............................................................32
 25     Guaranty of Lease ...............................................................32

 Signatures .............................................................................33
</TABLE>

Exhibits
--------
    A -- Suite Plan
    B -- Improvement Construction Agreement
    B-1 -- Construction by Tenant During Term
    C -- Rules and Regulations
    D -- Sign Criteria

                                       iii




<PAGE>   3
                                  OFFICE LEASE
                             BASIC LEASE INFORMATION

        Date:                                September 22, 1999

        Landlord:                            DOUGLAS EMMETT REALTY FUND 1997,
                                             a California limited partnership
        Tenant:                              STAN LEE MEDIA, INC.,
                                             a Delaware corporation

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECTION
-------
<S>      <C>                                 <C>
  1.1    Premises:                           Suite 100, 15821 Ventura Boulevard
                                             Encino, California 91436

  1.4    Rentable Area of Premises:          approximately 7,442 square feet
  1.4    Usable Area of Premises:            approximately 6,207 square feet
  2.1    Term:                               Approximately Five (5) Years
         Anticipated Commencement Date:      November 15, 1999 (as modified by Section 2.1)
         Anticipated Expiration              October 31, 2004 (as modified by Section 2.1)
  3.1    Fixed Monthly Rent:                 $ 13,767.70
  3.3    Fixed Monthly Rent Increase         Three percent (3%) per annum
         Date of First Increase:             October 1, 2000 (provided such date is the first
                                             (1st) day of the thirteenth (13th) month of the Term)
         Frequency of Increase:              Annually thereafter
  3.7    Security Deposit:                   $15,495.67 (See also Section 20.22)
  4.1    Tenant's Share:                     1.78%
  4.2    Base Year for Operating Expenses:   2000
  6.1    Use of Premises:                    Administration and animation production offices
  16.1   Tenant's Address for Notices:
         Before the Commencement Date        15821 Ventura Boulevard, Suite 675
                                             Encino, California 91436
         After the Commencement Date         15821 Ventura Boulevard, Suite 100
                                             Encino, California 91436
         Contact:                            Steve Gordon
         Landlord's Address for Notices:     Douglas Emmett Realty Fund 1997
                                             C/o Douglas, Emmett & Co.
                                             12121 Wilshire Boulevard, Suite 600
                                             Los Angeles, California 90025
  20.5   Brokers                             Douglas, Emmett & Company
                                             12121 Wilshire Boulevard, Suite 600
                                             Los Angeles, California 90025     AND
                                             Mr. Tim O'Rourke
                                             Julien J. Studley, Inc.
                                             10960 Wilshire Boulevard, Suite 1500
                                             Los Angeles, California 90024
  21.1   Parking Permits:                    Nineteen (19) permits for unreserved spaces
</TABLE>

Except as noted hereinbelow, the foregoing Basic Lease Information is hereby
incorporated into and made a part of the Lease. The Section reference in the
left margin of the Basic Lease Information exists solely to indicate where such
reference initially appears in the Lease document. Except as specified
hereinbelow, each such reference shall in the Lease document shall incorporate
the applicable Basic Lease Information. However, in the event of any conflict
between any reference contained in the Basic Lease Information and the specific
information wording of the Lease, the wording of the Lease shall control.


                                       ii


<PAGE>   4
                                  OFFICE LEASE

    THIS OFFICE LEASE, dated September 22, 1999, is by and among DOUGLAS EMMETT
REALTY FUND 1997, a California limited partnership ("Landlord"), with an office
at 12121 Wilshire Boulevard, Suite 600, Los Angeles, California 90025, STAN LEE
MEDIA, INC., a Delaware corporation ("Tenant"), with an office at 15821 Ventura
Boulevard, Suite 675, Encino, California 91436, and Mr. Stan Lee, an individual
("Guarantor").

                                    ARTICLE 1
                               DEMISE OF PREMISES

SECTION 1.1. DEMISE. Subject to the covenants and agreements contained in this
Lease, Landlord leases to Tenant and Tenant hires from Landlord, Suite Number
100 (the "Premises") on the ground floor, in the building located at 15821
Ventura Boulevard, Encino, California 91436 (the "Building"). The configuration
of the Premises is highlighted on Exhibit A, attached hereto and made a part
hereof by reference, and Landlord and Tenant acknowledge and agree that the
intent of both parties hereto is that said configuration shall not be materially
altered by construction of the demising walls separating the same from the
balance of the space from which it is being demised.

    Tenant acknowledges that it has made its own inspection of and inquiries
regarding the Premises, which are already improved. Therefore, except for the
improvements to be completed pursuant to Exhibit B, attached hereto and made a
part hereof by reference, Tenant accepts the Premises in their "as-is"
condition, except for latent defects unknown to Tenant and which could not be
discovered by Tenant upon the exercise of reasonable diligence. Tenant further
acknowledges that Landlord has made no representation or warranty, express or
implied, except as are contained in this Lease and its Exhibits, regarding the
condition, suitability or usability of the Premises or the Building for the
purposes intended by Tenant. However, the above provision notwithstanding,
Landlord shall deliver the Premises with all mechanical, electrical and plumbing
systems directly serving the Premises in good working order (or promptly repair
the same upon receipt of notice from Tenant of the failure of any such system).

    The Building, the Building's parking facilities, any outside plaza areas,
land and other improvements surrounding the Building which are designated from
time to time by Landlord as common areas appurtenant to or servicing the
Building, and the land upon which any of the foregoing are situated, are herein
sometimes collectively referred to as the "Real Property."

SECTION 1.2. TENANT'S NON-EXCLUSIVE USE. Subject to the contingencies contained
herein, Tenant is granted the nonexclusive use of the common corridors and
hallways, stairwells, elevators, restrooms, parking facilities, lobbies and
other public or common areas located on the Real Property. However, the manner
in which such public and common areas are maintained and operated shall be at
the sole discretion of Landlord, and Tenant's use thereof shall be subject to
such rules, regulations and restrictions as Landlord may make from time to time.

SECTION 1.3. LANDLORD'S RESERVATION OF RIGHTS. Landlord specifically reserves to
itself use, control and repair of the structural portions of all perimeter walls
of the Premises, any balconies, terraces or roofs adjacent to the Premises
(including any flagpoles or other installations on said walls, balconies,
terraces or roofs) and any space in and/or adjacent to the Premises used for
shafts, stairways, pipes, conduits, ducts, mail chutes, conveyors, pneumatic
tubes, electric or other utilities, sinks, fan rooms or other Building
facilities, and the use thereof, as well as access thereto through the Premises.
Landlord also specifically reserves to itself the following rights:

a)  To designate all sources furnishing sign painting or lettering;

b)  To constantly have pass keys to the Premises;

c)  To grant to anyone the exclusive right to conduct any particular business or
    undertaking in the Building, so long as Landlord's granting of the same does
    not prohibit Tenant's use of the Premises for Tenant's Specified Use, as
    defined in Article 6;

d)  Subject to the provisions of Article 12 and any other applicable provision
    of this Lease, to enter the Premises at any reasonable time upon not less
    than twenty-four (24) hours written notice (except for emergencies) to
    inspect, repair, alter, improve, update or make additions to the Premises or
    the Building;

e)  During the last six (6) months of the Term, upon reasonable prior notice, to
    exhibit the Premises to prospective future tenants;

f)  Subject to the provisions of Article 12, to, at any time, and from time to
    time, whether at Tenant's request or pursuant to governmental requirement,
    repair, alter, make additions to, improve, or decorate all or any portion of
    the real property, Building or Premises. In connection therewith, and
    without limiting the generality of the foregoing rights, Landlord shall
    specifically have the right to remove, alter, improve or rebuild all or any
    part of the lobby of the Building as the same is presently or shall
    hereafter be constituted;

g)  Subject to the provisions of Article 12, Landlord reserves the right to make
    alterations or additions to or change the location of elements of the Real
    Property and any common areas appurtenant thereto; and/or

h)  To take such other actions as may reasonably be necessary when the same are
    required to preserve, protect or improve the Premises, the Building, or
    Landlord's interest therein.

                                       1
<PAGE>   5
SECTION 1.4. AREA. Landlord and Tenant agree that the Usable Area of the
Premises has been measured according to the June, 1996 standards published by
the Building Owners' and Managers' Association ("BOMA"), and that Landlord is
utilizing a deemed add-on factor of 19.89% to compute the Rentable Area of the
Premises. Rentable Area herein is calculated as 1.1989 times the estimated
Usable Area, regardless of what the actual square footage of the common areas of
the Building may be, and whether or not they are more or less than 19.89% of the
total estimated Usable Area of the Building. The purpose of this calculation is
solely to provide a general basis for comparison and pricing of this space in
relation to other spaces in the market area.

    Landlord and Tenant further agree that even if the Rentable or Usable Area
of the Premises and/or the total Building Area are later determined to be more
or less than the figures stated herein, for all purposes of the Lease, the
figures stated herein shall be conclusively deemed to be the actual Rentable or
Usable Area of the Premises, as the case may be.

SECTION 1.5. QUIET ENJOYMENT. Contingent upon Tenant keeping, observing and
performing all of the covenants, agreements, terms, provisions and conditions of
this Lease on its part to be kept, observed and performed, and subject to the
limitations imposed under Article 14 of this Lease, Tenant shall lawfully and
quietly hold, occupy and enjoy the Premises during the Term.

SECTION 1.6. NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which is now or may hereafter be erected on
lands adjacent to the Building shall in no way affect this Lease or impose any
liability on Landlord. Noise, dust or vibration or other ordinary incidents to
new construction of improvements on lands adjacent to the Building, whether or
not by Landlord, shall in no way affect this Lease or impose any liability on
Landlord.

                                    ARTICLE 2
                           COMMENCEMENT DATE AND TERM

SECTION 2.1. COMMENCEMENT DATE AND TERM. This Lease shall commence the next
business day after the date Landlord substantially completes the Improvements
contemplated under Exhibit B (the "Commencement Date"), and shall end, unless
sooner terminated as otherwise provided herein, at midnight on the last calendar
day of the calendar month which occurs five (5) years (the "Term") after the
Commencement Date (the "Termination Date"). The anticipated Commencement Date is
November 15, 1999. Landlord and Tenant shall promptly execute an amendment to
this Lease (the "First Amendment"), confirming the finalized Commencement Date
and Term as soon as they are ascertained.

    For purposes of establishing the Commencement Date, substantial completion
shall be defined as that point in the construction process when all of the
structural, mechanical, plumbing and electrical work specified herein has been
performed; the paint, carpet, hard flooring materials, base moldings, and
millwork, if any, have been installed, and a majority of the other finish work
specified in Tenant's plans has been completed in such a manner that Tenant is
not prevented from taking occupancy due to the non-issuance of any required
governmental permit or approval, and such that Tenant could, if it took
possession of the Premises, enjoy beneficial occupancy thereof.

    Tenant's taking possession of the Premises and/or commencing Tenant's normal
business operations in the Premises shall be deemed conclusive evidence that, as
of the Commencement Date, Landlord has substantially completed the Tenant
Improvements contemplated hereunder, and that except for any minor punchlist
items to be completed, the Premises are in good order and repair.

    Provided that Tenant does not delay Landlord's completion of the
Improvements that Landlord is required to complete, Tenant may take possession
of the Premises up to one ( 1 ) calendar week prior to the anticipated
Commencement Date, solely for the purpose of installing Tenant's furniture,
fixtures and equipment, computer and telephone cabling. Said early possession
shall be subject to Tenant complying with all of the provisions and covenants
contained herein, except that Tenant shall not be obligated to pay Fixed Monthly
Rent or Additional Rent until the Commencement Date. If Tenant's early
possession does so delay completion of the Improvements, then such delay shall
be chargeable to Tenant by:

a)    reducing the Allowance by an amount equal to the per-diem Fixed Monthly
      Rent payable hereunder, multiplied by the total number of days Landlord
      was so delayed; and

b)    extending the anticipated Commencement Date by an equal number of days as
      the total number of days Landlord was so delayed.

    If for any reason (including Landlord's inability to complete the
Improvements called for hereunder) Landlord is unable to deliver possession of
the Premises to Tenant on the anticipated Commencement Date, this Lease shall
not be void or voidable, nor shall Landlord be liable to Tenant for any damage
resulting from Landlord's inability to deliver such possession. However, Tenant
shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that
Tenant is required to pay pursuant to Section3.1 until such possession of the
Premises has been delivered to Tenant by Landlord. Except for such delay in the
commencement of Rent, Landlord's failure to give possession on the anticipated
Commencement Date shall in no way affect Tenant's obligations hereunder.

    If possession of the Premises is not tendered by Landlord within one hundred
twenty (120) days after the anticipated Commencement Date, then Landlord and
Tenant shall each have the right to terminate this Lease by giving written
notice, one to the other, within ten (10) days after such failure. If such
notice of termination is not given by either Landlord or Tenant within said ten
(10) day time period, then this Lease shall continue in full force and effect.

    If, due to Force Majeure, Landlord is unable to tender possession of the
Premises within one hundred eighty (180) days after the anticipated Commencement
Date, then this Lease, and the rights and obligations of Landlord and Tenant
hereunder, shall terminate automatically, without further liability by either
party to the other, and without further document; Nation being required.


                                       2
<PAGE>   6

SECTION 2.2. HOLDING OVER. If Tenant fails to deliver possession of the Premises
on the Termination Date, but holds over after the expiration or earlier
termination of this Lease without the express prior written consent of Landlord,
such tenancy shall be construed, as a tenancy from month-to-month on the same
terms and conditions as are contained herein, except that the Fixed Monthly Rent
payable by Tenant during such period of holding over shall automatically
increase as of the Termination to an amount equal to one hundred fifty percent
(150%) for the first (1~) sixty (60) days and two hundred percent (200%)
thereafter of the Fixed Monthly Rent payable by Tenant the calendar month
immediately prior to the date when Tenant commences such holding over (the
Holdover Rent). Such Holdover Rent shall be paid during such period as Tenant
retains possession of the Premises. However, Tenant's payment of such Holdover
Rent, and Landlord's acceptance thereof, shall not constitute a waiver by
Landlord of any of Landlord's rights or remedies with respect to such holding
over, nor shall it be deemed to be a consent by Landlord to Tenant's continued
occupancy or possession of the Premises past the time period covered Tenant's
payment of the Holdover Rent.

    Furthermore, if Tenant fails to deliver possession of the Premises to
Landlord upon the expiration or earlier termination of this Lease, then, in
addition to any other liabilities to Landlord accruing therefrom, Tenant shall
protect, defend, indemnify and hold Landlord harmless from all loss, costs
(including reasonable attorneys' fees and expenses) and liability resulting from
such failure, including without limiting the foregoing, any claims made by any
succeeding tenant arising out of Tenant's failure to so surrender, and any lost
profits to Landlord resulting therefrom.

    Notwithstanding the provisions contained hereinabove regarding Tenant's
liability for a continuing holdover, Landlord agrees to use commercially
reasonable efforts to insert into any future lease of another tenant proposing
to occupy the Premises provisions similar to those contained in Section 2.1,
permitting mitigation of Tenant's damages arising out of Tenant's temporary
holdover.

                                    ARTICLE 3
                          PAYMENT OF RENT, LATE CHARGE

SECTION 3.1. PAYMENT OF FIXED MONTHLY RENT AND ADDITIONAL RENT. "Rent" shall
mean: all payments of monies in any form whatsoever required under the terms and
provisions of this Lease, and shall consist of:

a)  "Fixed Monthly Rent," which shall be payable in equal monthly installments
    of $13,767.70; plus

a)  Additional Rent as provided in Article 4 and elsewhere in this Lease.

    Provided that Tenant is not in default (after the expiration of time and the
opportunity to cure) on or any time prior to the Commencement Date, sixty
percent (60%) of the Fixed Monthly Rent due for the second (2nd) through fourth
(4th) calendar months of the Term and ten percent (10%) of the Fixed Monthly
Rent for the fifth (5th) through seventh (7th) calendar months of the Term
(collectively the "Rent Deferral") shall be deferred until the end of the Term.

    Further provided that no event has occurred which, with the giving of notice
or the passage of time or both would constitute a material default by Tenant
under this Lease (but subject to Tenant's rights under this Lease and at law to
cure such default), Landlord shall, on the last calendar day of the Term, fully
abate and forgive the Rent Deferral.
   If on the last day of the Term, Tenant is in default of its obligations
under this Lease beyond any applicable notice and cure period, or if a "Default
Termination" is properly made by Landlord pursuant to the provisions of Article
18 hereof, then the full amount of the Rent Deferral, including interest thereon
at the rate of ten percent (10%) per annum, computed from the date of such
deferral, shall be immediately due and payable as Rent.

    Except as otherwise stated, the entire Fixed Monthly Rent shall be due and
playable, in advance, on or before the first (1st) day of each and every
calendar month until the end of the Term, pursuant to this Section 3.1. SECTION
3.2. MANNER OF PAYMENT. Tenant shall pay Fixed Monthly Rent and Additional Rent
immediately upon the same becoming due and payable (provided with regard to any
non-regularly recurring Additional Rent charge that payment shall not be due
until Tenant has received a minimum of ten (10) days written notice of such
charge), without demand therefor, and without any abatement, set off or
deduction whatsoever, except as may be expressly provided in this Lease.
Landlord's failure to submit statements to Tenant stating the amount of Fixed
Monthly Rent or Additional Rent then due, including Landlord's failure to
provide to Tenant a calculation of the adjustment as required in Section 3.3 or
the Escalation Statement referred to in Article 4, shall not constitute
Landlord's waiver of Tenant's requirement to pay the Rent called for herein.
Tenant's failure to pay Additional Rent as provided herein shall constitute a
material default equal to Tenant's failure to pay Fixed Monthly Rent when due.

    Rent shall be payable in advance on the first day of each and every calendar
month throughout the Term, in lawful money of the United States of America, to
Landlord at 15821 Ventura Boulevard, Suite 235, Encino, California 91436, or at
such other place(s) as Landlord designates in writing to Tenant. Tenant's
obligation to pay Rent shall begin on the Commencement Date and continue
throughout the Term, without abatement, setoff or deduction, except as otherwise
specified hereinbelow.

    Concurrent with Tenant's execution and delivery to Landlord of this Lease,
Tenant shall pay to Landlord the Fixed Monthly Rent due for the first (1st)
month of the Term in the amount of $13,767.70.
SECTION 3.3. FIXED MONTHLY RENT INCREASE. Commencing the first calendar day of
the thirteenth (13th) calendar month of the Term, and continuing through the
last calendar day of the twenty-fourth (24th) calendar month of the Term, the
Fixed Monthly Rent payable by Tenant shall increase from $13,767.70 per month to
$14,180.73 per month.

    Commencing the first calendar day of the twenty-fifth (25th) calendar month
of the Term, and continuing through the last calendar day of the thirty-sixth
(36th) calendar month of the Term. the Fixed Monthly Rent payable by Tenant
shall increase from $14.180.73 per month to $14.606.15 per month.

    Commencing the first calendar day of the thirty-seventh (37th) calendar
month of the Term, and continuing through the last calendar day of the
forty-eighth (48th) calendar month of the Term, the Fixed Monthly Rent payable
by Tenant shall increase from $14,606.15 per month to $15,044.34 per month.




                                       3
<PAGE>   7

Commencing the first calendar day of the forth-ninth (49th) calendar month of
the Term, and continuing throughout the remainder of the initial Term, the Fixed
Monthly Rent payable by Tenant shall increase from $15,044.34 per month to
$15,495.67 per month.

    Landlord and Tenant shall, in the First Amendment, confirm the actual dates
upon which the changes in Fixed Monthly Rent specified above shall occur.
SECTION 3.4. TENANT'S PAYMENT OF CERTAIN TAXES. Tenant shall, concurrent with
Tenant's next scheduled payment of Fixed Monthly Rent, reimburse Landlord, as
Additional Rent, for any and all taxes, surcharges, levies, assessments, fees
and charges payable by Landlord when:
a) assessed on, measured by, or reasonably attributable to:

    i)  the cost or value of Tenant's equipment, furniture, fixtures and other
        personal property located in the Premises, or

    ii) the cost or value of any leasehold improvements in or to the Premises in
        excess of $35.00 per square foot, provided the same have been made in
        connection with Tenant's execution of this Lease, and without regard to
        whether title to or payment for such improvements vests with Tenant or
        Landlord;

b)  on or measured by any rent payable hereunder, including, without limitation,
    any gross income tax, gross receipts tax, or excise tax levied by the City
    or County of Los Angeles or any other governmental body with respect to the
    receipt of such rent (computed as if such rent were the only income of
    Landlord), but solely when levied by the appropriate City or County agency
    in lieu of, or as an adjunct to, such business license(s), fees or taxes as
    would otherwise have been payable by Tenant directly to such taxing
    authority;

c)  upon or with respect to the possession, leasing, operating, management,
    maintenance, alteration, repair, use or occupancy by Tenant of the Premises
    or any portion thereof; or

d)  solely because Landlord and Tenant entered into this transaction or executed
    any document transferring an interest in the Premises to Tenant. If it
    becomes unlawful for Tenant so to reimburse Landlord, the rent payable to
    Landlord under this Lease shall be revised to net Landlord the same rent
    after imposition of any such tax as would have been payable to Landlord
    prior to the imposition of any such tax.

    Said taxes shall be due and payable whether or not now customary or within
the contemplation of Landlord and Tenant. Notwithstanding the above, in no event
shall the provisions of this Section 3.4 serve to entitle Landlord to
reimbursement from Tenant for any federal, state, county or city income tax or
business license fee payable by Landlord or the managing agent of Landlord.

SECTION 3.5. CERTAIN ADJUSTMENTS. If:

a)   the Commencement Date occurs on other than January 1st of a calendar year,
     or the Lease expires or terminates on other than December 31st of a
     calendar year;

b)   the size of the Premises changes during a calendar year;

c)   or any abatement of Fixed Monthly Rent or Additional Rent occurs during a
     calendar year, then the amount payable by Tenant or reimbursable by
     Landlord during such year shall be adjusted proportionately on a daily
     basis, and the obligation to pay such amount shall survive the expiration
     or earlier termination of this Lease.

    If the Commencement Date occurs on other than the first day of a calendar
month, or the Lease expires on a day other than the last day of a calendar
month, then the Fixed Monthly Rent and Additional Rent payable by Tenant shall
be appropriately apportioned (based on a Fixed Monthly Rent of $13,767.70 in the
event the Commencement Date occurs on a date other than the first (1st) day of a
calendar month) on a prorate basis for the number of days remaining in the month
of the Term for which such proration is calculated.

    If the amount of Fixed Monthly Rent or Additional Rent due is modified
pursuant to the Terms of this Lease, such modification shall take effect the
first day of the calendar month immediately following the date such modification
would have been scheduled.

SECTION 3.6. LATE CHARGE AND INTEREST. Tenant acknowledges that late payment by
Tenant to Landlord of Fixed Monthly Rent or Additional Rent will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which are
extremely difficult and impracticable to fix. Such costs include, without
limitation, processing and accounting charges and late charges that may be
imposed on Landlord by the terms of any encumbrance and note secured by any
encumbrance covering the Premises. Therefore, if any installment of Fixed
Monthly Rent or Additional Rent and other payment due from Tenant hereunder is
not received by Landlord within five (5) business days of the date it becomes
due, Tenant shall pay to Landlord on demand an additional sum equal to five
percent (5%) of the overdue amount as a late charge. The parties agree that this
late charge represents a fair and reasonable settlement against the costs that
Landlord incur by reason of Tenant's late payment. Acceptance of any late charge
shall not constitute a waiver of Tenant's default with respect to the overdue
amount, or prevent Landlord from exercising any of the other rights and remedies
available to Landlord.

    Every installment of Fixed Monthly Rent and Additional Rent and any other
payment due hereunder from Tenant to Landlord which is not paid within twelve
(12) days alter the same becomes due and payable shall, in addition to any Late
Charge already paid by Tenant, bear interest at the rate of ten percent (10%)
per annum from the date that the same originally became due and payable until
the date it is paid. Landlord shall bill Tenant for said interest, and Tenant
shall pay the same within five (5) business days of receipt of Landlord's
billing.

SECTION 3.7. SECURITY DEPOSIT. Concurrent with Tenant's execution and tendering
of this Lease to Landlord, Tenant shall deposit the sum of $15,495.67 (the
"Security Deposit"), which amount Tenant shall thereafter at all times maintain
on deposit with Landlord as security for Tenant's full and faithful observance
and performance of its obligations under this Lease (expressly including,
without limitation, the payment as and when due of the Fixed Monthly Rent,
Additional Rent and any other sums or damages payable by Tenant hereunder and
the payment of any and all other damages for which Tenant shall be liable by
reason of any act or omission contrary to any of said covenants or agreements).
Landlord shall have the right to commingle the Security Deposit with its general
assets and shall not be obligated to pay Tenant interest thereon.


                                       4
<PAGE>   8
    If at any time Tenant defaults in the performance of any of its obligations
under this Lease, after the expiration of notice and the opportunity to cure,
then, Landlord may:

a)  apply as much of the Security Deposit as may be necessary cure Tenant's
    non-payment of the Fixed Monthly Rent, Additional Rent and/or other sums or
    damages due from Tenant; and/or;

b)  if Tenant is in default of any of the covenants or agreements of this Lease;
    apply so much of the Security Deposit as may be necessary to reimburse all
    expenses incurred by Landlord in curing such default; or

c)  if the Security Deposit is insufficient to pay the sums specified in Section
    3.7 (a) or (b), elect to apply the entire Security Deposit in partial
    payment thereof, and proceed against Tenant pursuant to the provisions of
    Article 17 and Article 18 herein.

    If, as a result of Landlord's application of any portion or all of the
Security Deposit, the amount held by Landlord declines to less than $15,495.67,
Tenant shall, within ten (10) days after demand therefor, deposit with Landlord
additional cash sufficient to bring the then-existing balance held as the
Security Deposit to the amount specified hereinabove. Tenant's failure to
deposit said amount shall constitute a material breach of this Lease.

    At the expiration or earlier termination of this Lease, Landlord shall
deduct from the Security Deposit being held on behalf of Tenant any unpaid sums,
costs, expenses or damages payable by Tenant pursuant to the provisions of this
Lease; and/or any costs required to cure Tenant's default or performance of any
other covenant or agreement of this Lease, and shall, within thirty (30) days
after the expiration or earlier termination of this Lease, return to Tenant,
without interest, all or such part of the Security Deposit as then remains on
deposit with Landlord.

                                    ARTICLE 4
                                 ADDITIONAL RENT

SECTION 4.1. CERTAIN DEFINITIONS. As used in this Lease:

a)  "ESCALATION STATEMENT" means a statement by Landlord, setting forth the
    amount payable by Tenant or by Landlord, as the case may be, for a specified
    calendar year pursuant to this Article 4.

b)  "OPERATING EXPENSES" means the following in a referenced calendar year,
    including the Base Year as hereinafter defined, calculated assuming the
    Building is at least ninety-five percent (95%) occupied: all costs of
    management, operation, maintenance, and repair of the Building.

    By way of illustration only, Operating Expenses shall include, but not be
limited to: management fees paid by Landlord to any third-party, which shall not
exceed those reasonable and customary in the geographic area in which the
Building is located (and which shall not in any event exceed four percent (4%)
of the gross revenues of the Building); water and sewer charges; any and all
insurance premiums not otherwise directly payable by Tenant; license, permit and
inspection fees; air conditioning (including repair of same); heat; light; power
and other utilities; steam; labor; cleaning and janitorial services; guard
services; supplies; materials; equipment and tools.

    Operating Expenses shall also include the cost or portion thereof of those
capital improvements made to the Building by Landlord during the Term:

i)    to the extent that such capital improvements reduce other direct expenses,
      when the same were made to the Building by Landlord after the Commencement
      Date, or

ii)   that are required under any governmental law or regulation that was not
      applicable to the Building as of the Commencement Date.

    Said capital improvement costs, or the allocable portion thereof (as
referred to in clauses (i) and (ii) above), shall be amortized pursuant to
generally-accepted accounting principles, together with interest on the
unamortized balance at the rate of ten percent (10%) per annum.

    Operating Expenses shall also include all general and special real estate
taxes, increases in assessments or special assessments and any other ad valorem
taxes, rates, levies and assessments paid during a calendar year (or portion
thereof) upon or with respect to the Building and the personal property used by
Landlord to operate the Building, whether paid to any governmental or
quasi-governmental authority, and all taxes specifically imposed in lieu of any
such taxes (but excluding taxes referred to in Section 3.4 for which Tenant or
other tenants in the Building are liable) including fees of counsel and experts,
reasonably incurred by, or reimbursable by Landlord in connection with any
application for a reduction in the assessed valuation of the Building and/or the
land thereunder or for a judicial review thereof: (collectively "Appeal Fees"),
but solely to the extent that the Appeal Fees result directly in a reduction of
taxes otherwise payable by Tenant. However, in no event shall the portion of
Operating Expenses used to calculate any billing to Tenant attributable to real
estate taxes and assessments for any expense year be less than the billing for
real estate taxes and assessments during the Base Year.

    Operating Expenses shall also include, but not be limited to, the premiums
for the following insurance coverage: all-risk, structural, fire, boiler and
machinery, liability, earthquake and for replacement of tenant improvements to a
maximum of $35.00 per usable square foot, and for such other coverage(s), and at
such policy limit(s) as Landlord deems reasonably prudent and/or are required by
any lender or ground lessor, which coverage and limits Landlord may, in
Landlord's reasonable discretion, change from time to time.
                                       5
<PAGE>   9

    If, in any calendar year following the Base Year, as defined hereinbelow (a
"Subsequent Year"), a new expense item (e.g. earthquake insurance, concierge
services; entry card systems), is included in Operating Expenses which was not
included in the Base Year Operating Expenses, then the cost of such new item
shall be added to the Base Year Operating Expenses for purposes of determining
the Additional Rent payable under this Article 4 for such Subsequent Year.
During each Subsequent Year, the same amount shall continue to be included in
the computation of Operating Expenses for the Base Year, resulting in each such
Subsequent Year Operating Expenses only including the increase in the cost of
such new item over the Base Year, as so adjusted. However, if in any Subsequent
Year thereafter, such new item is not included in Operating Expenses, no such
addition shall be made to Base Year Operating Expenses.

    Conversely, as reasonably determined by Landlord, when an expense item that
was originally included in the Base Year Operating Expenses is, in any
Subsequent Year, no longer included in Operating Expenses, then the cost of such
item shall be deleted from the Base Year Operating Expenses for purposes of
determining the Additional Rent payable under this Article 4 for such Subsequent
Year. The same amount shall continue to be deleted from the Base Year Operating
Expenses for each Subsequent Year thereafter that the item is not included.
However, if such expense item is again included in the Operating Expenses for
any Subsequent Year, then the amount of said expense item originally included in
the Base Year Operating Expenses shall again be added back to the Base Year
Operating Expenses.

Notwithstanding anything in this Section 4.1(b) to the contrary; for purposes of
this Lease, Operating Expenses shall not include the following:

               (a) costs incurred in connection with the original construction
of the Building or in connection with any major change in the Building such as
adding or deleting floors;

               (b) costs of the design and construction of tenant improvements
to the Premises or the premises of other tenants or other occupants and the
amount of any allowances or credits paid to or granted to tenants or other
occupants for any such design or construction;

               (c) depreciation, interest and principal payments on mortgages
and other debt costs, if any;

               (d) marketing costs, legal fees, space planners' fees,
advertising and promotional expenses, and brokerage fees incurred in connection
with the original development, subsequent improvement, or future leasing of the
Building;

               (e) costs for which the Landlord is reimbursed, or would have
been reimbursed if Landlord had carried the insurance Landlord is required to
carry pursuant to this Lease, or would have been reimbursed if Landlord had used
commercially reasonable efforts to collect such amounts, by any tenant or
occupant of the Building or by insurance from its carrier or any tenant's
carrier;

               (f) any bad debt loss, rent loss, or reserves for bad debts or
rent loss or any reserves of any kind;

               (g) costs associated with the operation of the business of the
partnership or entity which constitutes the Landlord, as the same are
distinguished from the costs of operation of the Building, including partnership
accounting and legal matters, costs of defending any lawsuits with any mortgagee
(except in an instance where the actions of Tenant may be at issue), costs of
selling, syndicating, financing, mortgaging or hypothecating any of the
Landlord's interest in the Building, and costs incurred in connection with any
disputes between Landlord and its employees, between Landlord and Building
management, or between Landlord and other tenants or occupants;

               (h) the wages and benefits of any employee who does not devote
substantially all of his or her employed time to the Building unless such wages
and benefits are prorated to reflect time spent on operating and managing the
Building vis-a-vis time spent on matters unrelated to operating and managing the
Building; provided. that in no event shall Operating Expenses for purposes of
this Lease include wages and/or benefits attributable to personnel above the
level of Building manager or Building engineer;

               (i) late charges, penalties, liquidated damages, and interest
charged to Landlord due to Landlord's failure to pay any taxes due in a timely
manner;

               (j) any amounts paid as ground rental or as rental for the
Building by the Landlord;

               (k) costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant improvements made for new
tenants or other occupants in the Building or incurred in renovating or
otherwise improving, decorating, painting or redecorating vacant space for
tenants or other occupants of the Building (excluding, however, such costs
relating to any common areas of the Building or parking facilities);



                                       6
<PAGE>   10

               (l) costs of capital repairs and alterations, capital
improvements and equipment, except as set forth above;

               (m) any amount paid by Landlord or to the parent organization or
a subsidiary or affiliate of Landlord for supplies and/or services in the
Building to the extent the same exceeds the costs of such supplies and/or
services rendered by qualified, first-class unaffiliated third parties on a
competitive basis;

               (n) any compensation paid to clerks, attendants or other persons
in commercial concessions operated by or on behalf of the Landlord;

               (o) rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment which if purchased the cost
of which would be excluded from Operating Expenses as a capital cost, except
equipment not affixed to the Building which is used in providing janitorial or
similar services and, further excepting from this exclusion such equipment
rented or leased to remedy or ameliorate an emergency condition in the Building;

               (p) all items and services for which Tenant or any other tenant
in the Building reimburses Landlord, provided that Landlord shall use
commercially reasonable efforts to collect such reimbursable amounts, or which
Landlord provides selectively to one or more tenants (other than Tenant) without
reimbursement;

               (q) electric power costs for which any tenant directly contracts
with a public service company;

               (r) costs, other than those incurred in ordinary maintenance and
repair, for sculpture, paintings, fountains or other objects of art;

               (s) any costs expressly excluded from Operating Expenses
elsewhere in this Lease;

               (t) rent for any office space occupied by Building management
personnel to the extent the size or rental rate of such office space exceeds the
size or fair market rental value of office space occupied by management
personnel of comparable buildings in the geographic area of the Building, with
adjustment where appropriate for the size of the applicable project;

               (u) Landlord's general corporate overhead and general and
administrative expenses;

               (v) costs arising from the gross negligence or willful misconduct
of Landlord or "Landlord Parties," as that term is defined in Section 9.4 of
this Lease;

               (w) costs incurred to comply with any governmental or
quasi-governmental rule, regulation or requirement now in force or which may
hereafter be enacted or promulgated ("Applicable Law") as such Applicable Law
may apply to hazardous materials ("Hazardous Material") as defined by such
Applicable Law, which Hazardous Material was in existence in the Building prior
to the Commencement Date, and was of such a nature that a federal, state or
municipal government or quasi-government authority, if it had then had knowledge
of the presence of such Hazardous Material. in the state, and under the
conditions that it then existed in the Building or on the Real Property would
have then required the removal, remediation or other action with respect to such
Hazardous Material; and costs incurred with respect to Hazardous Material, which
Hazardous Material is brought into the Building or on the Real Property after
the date hereof by Landlord and is of such a nature, at that time, that a
federal, state or municipal governmental or quasi-governmental authority, if it
had then had knowledge of the presence of such Hazardous Material, in the state,
and under the conditions, that it then exists in the Building or on the Real
Property, would have then required the removal, remediation or other action with
respect to such Hazardous Material;

               (x) costs arising from Landlord's charitable or political
contributions;

               (y) any entertainment or dining expenses for any purpose;

               (z) in-house legal and/or accounting (as opposed to office
building bookkeeping) fees; and

               (aa) legal fees and costs, settlements, judgments or awards paid
or incurred because of disputes between Landlord and Tenant, Landlord and other
tenants or prospective occupants or prospective tenants/occupants or providers
of goods and services to the Building;

               (bb) legal fees and costs concerning the negotiation and
preparation of this Lease or any litigation between Landlord and Tenant; and

               (cc) any reserves retained by Landlord.



                                       7
<PAGE>   11

c) "TENANT'S SHARE" means 1.78%.

SECTION 4.2. CALCULATION OF TENANT'S SHARE OF INCREASES IN OPERATING EXPENSES.
If, commencing with the calendar year 2001, the Operating Expenses for any
calendar year during the Term, or portion thereof, (including the last calendar
year of the Term), have increased over the Operating Expenses for the calendar
year 2000 (the "Base Year"), then within thirty (30) days after Tenant's receipt
of Landlord's computation of such increase (an "Escalation Statement"), Tenant
shall pay to Landlord, as Additional Rent, an amount equal to the product
obtained by multiplying such increase by Tenant's Share.

    Landlord may, at or after the start of any calendar year, subsequent to the
calendar year 2000, notify Tenant of the amount which Landlord estimates will be
Tenant's monthly share of any such increase in Operating Expenses for such
calendar year over the Base Year and the amount thereof shall be added to the
Fixed Monthly Rent payments required to be made by Tenant in such year. If
Tenant's Share of any such increase in rent payable hereunder as shown on the
Escalation Statement is greater or less than the total amounts actually billed
to and paid by Tenant during the year covered by such statement, then within
thirty (30) days thereafter, Tenant shall pay in cash any sums owed Landlord or,
if applicable, Tenant shall either receive a credit against any Fixed Monthly
Rent and/or Additional Rent next accruing for any sum owed Tenant, or if
Landlord's Escalation Statement is rendered after the expiration or earlier
termination of this Lease and indicates that Tenant's estimated payments have
exceeded the total amount to which Tenant was obligated, then provided that
Landlord is not owed any other sum by Tenant, Landlord shall issue a cash refund
to Tenant within thirty (30) days after Landlord's completion of such Escalation
Statement.

SECTION 4.3. TENANT'S PAYMENT OF DIRECT CHARGES AS ADDITIONAL RENT.
Tenant shall promptly and duly pay all costs and expenses incurred for or in
connection with any Tenant Change or Tenant Service, and discharge any
mechanic's or other lien created against the Premises, Building or the Real
Property arising as a result of or in connection with any Tenant Change or
Tenant Service as Additional Rent by paying the same, bonding or manner
otherwise provided by law.

    Any other cost, expense, charge, amount or sum (other than Fixed Monthly
Rent) payable by Tenant as provided in this Lease shall also be considered
Additional Rent.

    Certain individual items of cost or expense may, in the reasonable
determination of Landlord, be separately charged and billed to Tenant by
Landlord, either alone or in conjunction with another party or parties, if they
are deemed in good faith by Landlord to apply solely to Tenant and/or such other
party or parties and are not otherwise normally recaptured by Landlord as part
of normal operating expenses. Insofar as is reasonable, Landlord shall attempt
to give Tenant prior notice and the opportunity to cure any circumstance that
would give rise to such separate and direct billing.

    Said separate billing shall be paid as Additional Rent, regardless of
Tenant's Share. Such allocations by Landlord shall be binding on Tenant unless
patently unreasonable, and shall be payable within ten (10) days after receipt
of Landlord's billing therefor.

SECTION 4.4. LANDLORD'S BOOKS END RECORDS. Within ninety (90) days after receipt
of an Escalation Statement by Tenant, if Tenant disputes the amount of
Additional Rent set forth in the Escalation Statement, either an employee of
Tenant or an- independent certified public accountant which accountant is a
member of a nationally recognized accounting firm and is not working on a
contingency fee basis), designated and paid for by Tenant. may, after reasonable
notice to Landlord and at reasonable times, inspect Landlord's records with
respect to the Escalation Statement at Landlord's offices, provided that Tenant
is not then in default under this Lease and further provided Tenant has paid all
amounts required to be paid under the applicable Escalation Statement. In
connection with such inspection, Tenant and Tenant's agent must agree in advance
to follow Landlord's reasonable rules and procedures regarding inspections of
Landlord's records, and shall execute a commercially reasonable confidentiality
agreement regarding such inspection. Tenant's failure to dispute the amount of
Additional Rent set forth in any Escalation Statement within ninety (90) days of
Tenant's receipt of such Escalation Statement shall be deemed to be Tenant's
approval of such Escalation Statement, and Tenant thereafter waives the right or
ability to dispute the amounts set forth in such Escalation Statement. If after
such inspection, Tenant still disputes such Additional Rent, a determination as
to the proper amount shall be made, at Tenant's expense, by an independent
certified public accountant (the "Accountant") selected by Landlord and subject
to Tenant's reasonable approval; provided that if such determination by the
Accountant determines that Operating Expenses were overstated by more than five
percent (5%), then the cost of the Accountant and the cost of such determination
shall be paid for by Landlord. Tenant hereby acknowledges that Tenant's sole
right to inspect Landlord's books and records and to contest the amount of
Operating Expenses payable by Tenant shall be as set forth in this Section 4.4,
and Tenant hereby waives any and all other rights pursuant to applicable law to
inspect such books and records and/or to contest the amount of Operating
Expenses payable by Tenant.

                                    ARTICLE 5
                                     ETHICS

SECTION 5.1. ETHICS. Landlord and Tenant agree to conduct their business or
practice in compliance with any appropriate and applicable codes of professional
or business practice.



                                       8
<PAGE>   12

                                    ARTICLE 6
                                 USE OF PREMISES

SECTION 6.1. USE. The Premises shall only be used as administrative and
animation production offices (the "Specified Use") and for no other purposes,
without Landlord's prior written consent, which consent shall be in Landlord's
sole discretion. Any proposed revision of the Specified Use by Tenant shall be
for a use consistent with those customarily found in first-class office
buildings. Reasonable grounds for Landlord withholding its consent shall
include, but not be limited to:

a)    the proposed use will place a disproportionate burden on the Building
      systems;

b)    the proposed use is for governmental or medical purposes or for a company
      whose primary business is that of conducting boiler-room type transactions
      or sales;

c)    the proposed use would generate excessive foot traffic to the Premises
      and/or Building.

    So long as Tenant is in control of the Premises, Tenant covenants and agrees
that it shall not use, suffer or permit any person(s) to use all or any portion
of the Premises for any purpose in violation of the laws of the United States of
America, the State of California, or the ordinances, regulations or requirements
of the City of Encino or County of Los Angeles, or other lawful authorities
having jurisdiction over the Building.

    Tenant shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or unreasonably interfere with the rights of
other tenants or occupants of the Building, or injure or annoy them. Tenant
shall not use or allow the Premises to be used for any pornographic or violent
purposes, nor shall Tenant cause, commit, maintain or permit the continuance of
any nuisance or waste in, on or about the Premises. Tenant shall not use the
Premises in any manner that in Landlord's reasonable judgment would adversely
affect or interfere with any services Landlord is required to furnish to Tenant
or to any other tenant or occupant of the Building, or that would interfere with
or obstruct the proper and economical rendition of any such service.

SECTION 6.2. EXCLUSIVE USE. Landlord represents that Tenant's Specified Use of
the Premises does not conflict with exclusive use provisions granted by Landlord
in other leases for the Building. Landlord further agrees that it shall, in the
future, not grant an exclusive use privilege to any other tenant in the Building
that will prevent Tenant from continuing to use the Premises for its Specified
Use.

    Tenant acknowledges and agrees that it shall not engage in any of the uses
specified hereinbelow, for which Landlord has already granted exclusive rights:

    Provided that Tenant has received written notice of the same from Landlord,
and further provided that Landlord does not grant a future exclusive use right
that prohibits Tenant from engaging in the Specified Use, then Tenant agrees
that it shall not violate any exclusive use provision(s) granted by Landlord to
other tenants in the Building.

SECTION 6.3. RULES AND REGULATIONS. Tenant shall observe and comply with the
rules and regulations set forth in Exhibit C, and such other and further
reasonable and non-discriminatory rules and regulations as Landlord may make or
adopt and communicate to Tenant at any time or from time to time, when said
rules, in the reasonable judgment of Landlord, may be necessary or desirable to
ensure the first-class operation, maintenance, reputation or appearance of the
Building. However, if any conflict arises between the provisions of this Lease
and any such rule or regulation, the provisions of this Lease shall control.

    Provided Landlord makes commercially reasonable efforts to seek compliance
by all occupants of the Building with the rules and regulations adopted by
Landlord, Landlord shall not be responsible to Tenant for the failure of any
other tenants or occupants of the Building to comply with said rules and
regulations.

                                    ARTICLE 7
                  CONDITION UPON VACATING & REMOVAL OF PROPERTY

SECTION 7.1. CONDITION UPON VACATING. At the expiration or earlier termination
of this Lease, Tenant shall:

a)    terminate its occupancy of, quit and surrender to Landlord. all or such
      portion of the Premises upon which this Lease has so terminated,
      broom-clean and in the same condition as received except for:

      i)    ordinary wear and tear, or

      ii)   loss or damage by fire or other casualty which shall not have been
            caused by the gross negligence or willful misconduct of Tenant or
            its agents, clients, contractors, employees, invitees, licensees,
            officers, partners or shareholders; and

b)    surrender the Premises free of any and all debris and trash and any of
      Tenant's personal property, furniture, fixtures and equipment that do not
      otherwise become a part of the Real Property, pursuant to the provisions
      contained in Section 7.2 hereinbelow; and

c)    at Tenant's sole expense, forthwith and with all due diligence remove any
      Tenant Change made by Tenant and restore the Premises to their original
      condition, reasonable wear and tear excepted. However, Tenant shall only
      be obligated to remove said Tenant Change if it was made without
      Landlord's approval and/or if Landlord notified Tenant of its obligation
      to do so at the time Landlord approved Tenant's request for a Tenant
      Change. If Tenant fails to complete such removal and/or to repair any
      damage caused by the removal of any Tenant Change, Landlord may do so and
      may charge the cost thereof to Tenant.

SECTION 7.2. TENANT'S PROPERTY. All fixtures, equipment, improvements and
installations attached or built into the Premises at any time during the Term
shall, at the expiration or earlier termination of this Lease, be deemed the
property of Landlord; become a permanent part of the Premises and remain
therein. However, if said equipment improvements and/or installations can be
removed without causing any structural damage to the Premises, then, provided
after such removal Tenant restores the Premises to the condition existing prior
to installation of Tenant's trade fixtures or equipment, Tenant shall be
permitted, at Tenant's sole expense, to remove said trade fixtures and
equipment.



                                       9
<PAGE>   13

                                    ARTICLE 8
                             UTILITIES AND SERVICES

SECTION 8.1. NORMAL BUILDING HOURS / HOLIDAYS. The "Normal Business Hours" of
the Building, during which Landlord shall furnish the services specified in this
Article are defined as 7:00 A.M. to 7:00 P.M., Monday through Friday, and 9:00
A.M. to 1:00 P.M. on Saturday, any one or more Holiday(s) excepted.

    The "Holidays" which shall be observed by Landlord in the Building are
defined as any federally-recognized holiday and any other holiday specified
enumerated herein, which are: New Years Day, Presidents' Day, Memorial Day, the
4th of July, Labor Day, Thanksgiving Day, the day after Thanksgiving, and
Christmas Day (each individually a "Holiday"). Tenant acknowledges that the
Building shall be closed on each and every such Holiday, and Tenant shall not be
guaranteed access to Landlord or Landlord's managing agent(s) on each such
Holiday.

SECTION 8.2. ACCESS TO THE BUILDING AND GENERAL SERVICES. Subject to Force
Majeure and any power outage(s) which may occur in the Building when the same
are out of Landlord's reasonable control, Landlord shall furnish the following
services to the Premises twenty-four (24) hours per day, seven days per week:

a)    During Normal Business Hours, bulb replacement for building standard
      lights;

b)    access to and use of the parking facilities for persons holding valid
      parking permits;

c)    access to and use of the elevators and Premises,

d)    use of electrical lighting on an as-needed basis within the Premises; and

e)    use of a reasonable level of water for kitchen and toilet facilities in
      the Premises and common area bathrooms.

SECTION 8.3. JANITORIAL SERVICES. Landlord shall furnish the Premises with
reasonable and customary janitorial services five (5) days per business week,
except when the Building is closed on any Holiday. Landlord shall retain the
sole discretion to choose and/or revise the janitorial company providing said
services to the Premises and/or Building.

SECTION 8.4. SECURITY SERVICES. Tenant acknowledges that Landlord currently
provides uniformed guard service to the Building twenty-four (24) hours per day,
seven (7) days a week, solely for the purposes of providing surveillance of,
information and directional assistance to persons entering the Building.

    Tenant acknowledges that such guard service shall not provide any measure of
security or safety to the Building or the Premises, and that Tenant shall take
such actions as it may deem necessary and reasonable to ensure the safety and
security of Tenant's property l fir person or the property or persons of
Tenant's agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders. Tenant agrees and acknowledges
that, except in the case of the gross negligence or willful misconduct of
Landlord or its directors, employees, officers, partners or shareholders,
Landlord shall not be liable to Tenant in any manner whatsoever arising out of
the failure of Landlord's guard service to secure any person or property from
harm.

    Tenant agrees and acknowledges that Landlord, in Landlord's sole discretion,
shall have the option, but not the obligation to add, decrease revise the hours
of and/or change the level of services being provided by any guard company
serving the Building, tenant further agrees that [Tenant shall not engage or
hire any outside guard or security company without Landlord's prior written
consent, which shall be in Landlord's sole discretion.

SECTION 8.5. UTILITIES. During Normal Business Hours Landlord shall furnish a
reasonable level of water, heat, ventilation and air conditioning ("HVAC"), and
a sufficient amount of electric current to provide customary business lighting
and to operate ordinary office business machines, such as a single personal
computer and ancillary printer per one hundred and twenty (120) Rentable square
feet contained in the Premises, facsimile machines, small copiers customarily
used for general office purposes, and such other equipment and office machines
as do not result in above-standard use of the existing electrical system. So
long as the same remain reasonably cost competitive, Landlord shall retain the
sole discretion to choose the utility vendor(s) to supply such services to the
Premises and the Building.

    Except with the prior written consent of Landlord, which shall not be
unreasonably withheld, conditioned and/or delayed, Tenant shall not install or
use any equipment, apparatus or device in the Premises that requires the
installation of a 220 voltage circuit; consumes more than five (5) kilowatts per
hour per item; or the aggregate use of which will in any way increase the
connected load to more than 5 Watts per square foot, or cause the amount of
electricity to be furnished or supplied for use in the Premises to more than 1.2
kWh per usable square foot, per month.

    Except with the prior written consent of Landlord, Tenant shall not connect
any electrical equipment to the electrical system of the Building, except
through electrical outlets already existing in the Premises, nor shall Tenant
pierce, revise, delete or add to the electrical, plumbing, mechanical or HVAC
systems in the Premises.

SECTION 8.6. AFTER HOURS HVAC AND/OR EXCESS UTILITY USAGE. If Tenant requires
HVAC service during other than Normal Business Hours ("Excess HVAC"), Tenant
shall make its request in writing at least six (6) hours before the close of the
normal business day. Otherwise, Landlord shall have no obligation to provide
Excess HVAC. Tenant's request shall be deemed conclusive evidence of its
willingness to pay the costs specified herein.

    If Tenant requires electric current in excess of the amounts specified
hereinabove, water or gas in excess of that customarily furnished to the
Premises as office space ("Excess Utility Use"), Tenant shall first procure
Landlord's prior written consent to such Excess Utility Use, which Landlord may
reasonably refuse.

    In lieu of Landlord's refusal, Landlord may cause a meter or sub-meter to be
installed to measure the amount of water, gas and/or electric current consumed
by Tenant in the Premises. The cost of any such meter(s), and the installation,
maintenance, and repair thereof, shall be paid by Tenant as Additional Rent.



                                       10
<PAGE>   14

After completing installation of said meter(s), and/or if Tenant requests Excess
HVAC, then Tenant shall pay, as Additional Rent, within thirty (30) calendar
days after Tenant's receipt of Landlord's billing, for the actual amounts of all
water, steam, compressed air, electric current and/or Excess HVAC consumed
beyond the normal levels Landlord is required herein to provide. Said billing
shall be calculated on the usage indicated by such meter(s), sub-meter(s), or
Tenant's written request therefor, and shall be issued by Landlord at the rates
charged for such services by the local public utility furnishing the same, plus
any additional expense reasonably incurred by Landlord in providing said Excess
Utility Use and/or in keeping account of the water, steam, compressed air and
electric current so consumed, plus an administrative and billing fee equal to
fifteen percent (15%) of the costs so billed. As of the date of execution of
this Lease, the charge for Excess HVAC is $45.00 per hour. However, such charge
is subject to adjustment by Landlord, from time to time.

SECTION 8.7. CHANGES AFFECTING HVAC. Tenant shall also pay as Additional Rent
for any additional costs Landlord incurs to repair any failure of the HVAC
equipment and systems to perform their function when said failure arises out of
or in connection with any change in, or alterations to, the arrangement of
partitioning in the Premises after the Commencement Date, or from occupancy by,
on average, more than one person for every one hundred and twenty-five (125)
usable square feet of the Premises, or from Tenant's failure to keep all HVAC
vents within the Premises free of obstruction.

SECTION 8.8. DAMAGED OR DEFECTIVE SYSTEMS. Tenant shall give written notice to
Landlord within twenty-four (24) hours of any alleged damage to, or defective
condition in any part or appurtenance of the Building's sanitary, electrical,
HVAC or other systems serving, located in, or passing through, the Premises.
Provided that the repair or remedy of said damage or defective condition is
within the reasonable control of Landlord, it shall be remedied by Landlord with
reasonable diligence. Otherwise, Landlord shall make such commercially
reasonable efforts as may be available to Landlord to effect such remedy or
repair, but except in the case of Landlord's gross negligence and/or willful
misconduct or the gross negligence and/or willful misconduct of Landlord's
agents, contractors, directors, employees, officers, partners, and/or
shareholders, Landlord shall not be liable to Tenant for any failure thereof.

    Tenant shall not be entitled to claim any damages arising from any such
damage or defective condition nor shall Tenant be entitled to claim any eviction
by reason of any such damage defective condition unless:

a)    the same was caused by Landlord's gross negligence or willful misconduct
      while operating or maintaining the Premises or the Building;

b)    the damage or defective condition has substantially prevented Tenant from
      conducting its normal business operations or obtaining access to at least
      fifty percent (50%) of the Premises: and

c)    Landlord shall have failed to commence the remedy thereof and proceeded
      with reasonable diligence to complete the same after Landlords receipt of
      notice thereof from Tenant.

      Furthermore, if such damage or defective condition was caused by, or is
attributed to, a Tenant Change or the unreasonable or improper use of such
system(s) by Tenant or its employees, licensees or invitees:

d)    the cost of the remedy thereof shall be paid by Tenant as Additional Rent
      pursuant to the provisions of Section 4.3;

e)    in no event shall Tenant be entitled to any abatement of rent as specified
      above; and

f)    Tenant shall be estopped from making any claim for damages arising out of
      Landlord's repair thereof.

SECTION 8.9. LIMITATION ON LANDLORD'S LIABILITY FOR FAILURE TO PROVIDE UTILITIES
AND/OR SERVICES. Subject to the provisions of Section 8.11 below, except in the
case of Landlord's gross negligence or willful misconduct or the gross
negligence or willful misconduct of Landlord's agents, contractors, directors,
employees, licensees, officers, partners or shareholders, Tenant hereby releases
Landlord from any liability for damages, by abatement of rent or otherwise, for
any failure or delay in furnishing any of the services or utilities specified in
this Article 8, (including, but not limited to telephone and telecommunication
services), or for any diminution in the quality or quantity thereof.

      Tenant's release of Landlord's liability shall be applicable when such
failure, delay or diminution is occasioned, in whole or in part, by repairs,
replacements, or improvements, by any strike, lockout or other labor trouble, by
Landlord's inability to secure electricity, gas, water or other fuel at the
Building after Landlord's reasonable effort to do so, by accident or casualty
whatsoever, by act or default of Tenant or parties other than Landlord, or by
any other cause beyond Landlord's reasonable control. Such failures, delays or
diminution shall never be deemed to constitute a constructive eviction or
disturbance of Tenant's use and possession of the Premises, or serve to relieve
Tenant from paying Rent or performing any of its obligations under the Lease.

      Furthermore, Landlord shall not be liable under any circumstances for a
loss of, injury to, or interference with, Tenant's business, including, without
limitation, any loss of profits occurring or arising through or in connection
with or incidental to Landlord's failure to furnish any of the services or
utilities required by this Article 8.

      Notwithstanding the above, Landlord shall use commercially reasonable
efforts to remedy any delay, defect or insufficiency in providing the services
and or utilities required hereunder.

SECTION 8.10. TENANT PRONDED SERVICES. Tenant shall make no contract or employ
any labor in connection with the maintenance, cleaning or other servicing of the
physical structures of the Premises or for installation of any computer,
telephone or other cabling, equipment or materials provided in or to the
Premises (collectively and individually a "Tenant Service") without the prior
consent of Landlord, which consent shall not be unreasonably withheld. Tenant
shall not permit the use of any labor, material or equipment in the performance
of any Tenant Service if the use thereof, in Landlord's reasonable judgment,
would violate the provisions of any agreement between Landlord and any union
providing work, labor or services in or about the Premises, Building and/or
create labor disharmony in the Building.




                                       11
<PAGE>   15

SECTION 8.11. RENT ABATEMENT. Notwithstanding the foregoing, if:

a)  Tenant is substantially prevented from using the Premises as a result of
    Landlord's failure to provide the utilities and services called for
    hereunder;

b)  The remedy of such failure is reasonably within the control of Landlord;

 c) Tenant has immediately notified Landlord in writing of such interruption, d)
    Such interruption of services was not caused by or materially contributed to
    by Tenant; and

e)  Such interruption continues for more than six (6) consecutive business days
    (the "Interruption Period") after Tenant has given Landlord written notice,
    then Tenant's Fixed Monthly Rent and Additional Rent shall be abated from
    and after the last day of the Interruption Period until such time as
    Landlord restores the utilities or service so interrupted. However, in any
    event, Landlord shall promptly cure or commence to cure such interruption
    and diligently prosecute same to completion.

                                    ARTICLE 9
               TENANT'S INDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABILITY

SECTION 9.1. TENANT'S INDEMNIFICATION AND HOLD HARMLESS. For the purposes of
this Section 9.1, "Indemnitee(s)" shall jointly and severally refer to Landlord
and Landlord's agents, clients, contractors, directors, employees, officers,
partners, and/or shareholders.

    Tenant shall indemnify and hold Indemnitees harmless from and against all
claims, suits, demands, damages, judgments, costs, interest and expenses
(including attorneys fees and costs incurred in the



                                       12
<PAGE>   16

defense thereof) to which any Indemnity may be subject or suffer when the same
arise out of the negligence or willful of Tenant or the negligence or willful
misconduct of Tenant's agents, contractors, directors, employees, licensees,
officers, partners or shareholders in connection with the use of, work in,
construction to, or actions in, on, upon or about the Premises, including any
actions relating to the installation, placement, removal or financing of any
Tenant Change, improvements, fixtures and/or equipment in, on, upon or about the
Premises.

    Tenant's indemnification shall extend to any and all claims and occurrences.
whether for injury to or death of any person or persons. or for damage to
property (including any loss of use thereof, or otherwise, occurring during the
Term or prior to the Commencement Date (if Tenant has been given early access to
the Premises for whatever purpose), and to all claims arising from any condition
of the Premises due to or resulting from any default by Tenant in the keeping,
observance or performance of any covenant or provision of this Lease, or from
the negligence or willful misconduct of Tenant or the negligence or willful
misconduct of Tenant's agents, contractors, directors, employees, licensees,
officers, partners or shareholders.

SECTION 9.2. NULLITY OF TENANT'S INDEMNIFICATION IN EVENT OF GROSS NEGLIGENCE.
Notwithstanding anything to the contrary contained in this Lease, Tenant's
indemnification shall not extend to the gross negligence or willful misconduct
of Landlord or the gross negligence or willful misconduct of Landlord's agents,
contractors, directors, employees, officers, partners or shareholders, nor to
such events and occurrences for which Landlord otherwise carries insurance
coverage.

SECTION 9.3. TENANT'S WAIVER OF LIABILITY. Provided that any injury or damage
suffered by Tenant or Tenant's agents, clients, contractors, directors,
employees, invitees, officers, partners, and/or shareholders did not arise out
of the gross negligence or willful misconduct of Landlord or the gross
negligence or willful misconduct of Landlord's agents, contractors, employees,
officers, partners or shareholders, Tenant shall make no claim against Landlord
and Landlord shall not be liable or responsible in any way for, and Tenant
hereby waives all claims against Landlord with respect to or arising out of:
injury or damage to any person or property in or about the Premises by or from
any cause whatsoever under the reasonable control or management of Tenant.

SECTION 9.4. LIMITATION OF LANDLORD'S LIABILITY. Tenant expressly agrees that,
notwithstanding anything in this Lease and/or any applicable law to the
contrary, the liability of Landlord and Landlord's agents, contractors,
directors, employees, licensees, officers, partners or shareholders, including
any successor in interest thereto (collectively and individually the "Landlord
Parties"), and any recourse by Tenant against Landlord or the Landlord Parties
shall be limited solely and exclusively to the interest of Landlord in the
Building.

Tenant specifically agrees that neither Landlord nor any of the Landlord Parties
    shall have any personal liability therefor. Further, Tenant hereby expressly
    waives and releases such personal liability on behalf of itself and all
    persons claiming by, through or under Tenant.

SECTION 9.5. TRANSFER OF LANDLORD'S LIABILITY. Tenant expressly agrees that, to
the extent that any transferee assumes the obligations of Landlord hereunder,
and provided Landlord has either transferred the complete Security Deposit held
pursuant to this Lease or refunded the same to Tenant as of the date of such
transfer, then the covenants and agreements on the part of Landlord to be
performed under this Lease which arise and/or accrue after the date of such
transfer shall not be binding upon Landlord herein named from and after the date
of transfer of its interest in the Building.

SECTION 9.6. LANDLORD'S INDEMNIFICATION. Landlord shall indemnify, and hold
Tenant and Tenant's agents, contractors, directors, employees, officers,
partners or shareholders harmless from and against any and all claims, causes of
action, liabilities, losses, reasonable costs and expenses, including reasonable
attorneys' fees and court costs, arising from or in connection with:

a)  any activity occurring, or condition existing, at or in the Building (other
    than in the Premises) when such activity or condition is under the
    reasonable control of Landlord, except when the same is caused in whole or
    in part by the negligence or willful misconduct of Tenant or Tenant's
    employees, agents, or contractors, or by Tenant's breach or default in the
    performance of any obligation under this Lease; or

b)  any activity occurring, or condition existing in the Premises when solely
    caused by the gross negligence or willful misconduct of Landlord or
    Landlord's employees, agents, or contractors.
<PAGE>   17

                                   ARTICLE 10
                              COMPLIANCE WITH LAWS

SECTION 10.1. TENANT'S COMPLIANCE WITH LAWS. Tenant shall not use, permit to be
used, or permit anything to be done in or about all or any portion of the
Premises which will in any way violate any laws, statutes, ordinances, rules,
orders or regulations duly issued by any governmental authority having
Jurisdiction over the Premises, or by the Board of Fire Underwriters (or any
successor thereto) (collectively "Codes").

SECTION 10.2. TENANT TO COMPLY ET SOLE EXPENSE. Tenant shall, at its sole
expense, promptly remedy any violation of such Codes, provided, however, that
nothing contained in this Section 10.2 shall require Tenant to make any
structural changes to the Premises, unless such changes are required due to
either Tenant or Tenant's agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders use of the Premises for
purposes other than general office purposes consistent with a Class A office
building.

SECTION 10.3. CONCLUSIVE EVIDENCE OF VIOLATION. The judgment of any court of
competent jurisdiction; Tenant's admission; or the admission of any one or more
of Tenant's agents, contractors, directors, employees, officers, partners or
shareholders in any against Tenant, whether or not Landlord is a party thereto,
that Tenant has so violated any one or more Codes shall be conclusive evidence
of such violation as between Landlord and Tenant.

SECTION 10.4. LANDLORD'S COMPLIANCE WITH LAWS. Landlord shall comply with all
Codes relating to the Building, provided that compliance with such Codes is not
the responsibility of Tenant under this Lease, and provided further that
Landlord's failure to comply therewith would prohibit Tenant from obtaining or
maintaining a certificate of occupancy for the Premises, or would unreasonably
and materially affect the safety of Tenant's employees or create a significant
health hazard for Tenant's employees. Landlord shall be permitted to include in
Operating Expenses any costs or expenses incurred by Landlord under this Section
10.4 to the extent consistent with the provisions of Section 4. l (b) above.

                                   ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

SECTION 11.1. PERMISSION REQUIRED FOR ASSIGNMENT OR SUBLET. Unless Landlord's
prior written consent has been given, which consent shall not be unreasonably
withheld, conditioned and/or delayed, this Lease shall not, nor shall any
interest herein, be assignable as to the interest of Tenant by operation of law;
nor shall Tenant:

a)  assign, mortgage, pledge, encumber or otherwise transfer this Lease, the
    Term and estate hereby granted or any interest hereunder;

b)  permit the Premises or any part thereof to be utilized by anyone other than
    Tenant (whether as by a concessionaire, franchisee, licensee, permittee or
    otherwise); or

c)  except as hereinafter provided, sublet the Premises or any part thereof
    (collectively with the items contained in this Section 11.1, a "Transfer").

    Any assignment, mortgage, pledge, encumbrance, transfer or sublease without
Landlord's prior written consent shall be voidable, and, in Landlord's sole
election, shall constitute a material default under this Lease.

SECTION 11.2. VOLUNTARY ASSIGNMENT DUE TO CHANGES IN STRUCTURE OF TENANT. Any
dissolution, merger, consolidation, or other reorganization of Tenant, or the
single sale or other transfer of a controlling percentage of the capital stock
of Tenant (other than the sale of such stock pursuant to a public offering that
results in a majority of the same members of the Board and executive officers
remaining in control of said corporation) and or the single sale of fifty
percent (50%) or more of the value of the assets of Tenant, shall be deemed a
voluntary assignment. The phrase "controlling percentage" means the ownership
of, and the right to vote stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of Tenant's capital stock issued,
outstanding, and entitled to vote for the election of directors. Notwithstanding
anything to the contrary contained herein, the preceding paragraph shall not
apply to corporations whose stock is traded through a recognized United States
exchange or over the counter.

    Any withdrawal or change (whether voluntary, involuntary, or by operation of
law) in the partnership by one or more partners who own, in the aggregate fifty
percent (50%) or more of the partnership, or the dissolution of the partnership,
shall be deemed a voluntary assignment.

    If Tenant is comprised of more than one individual, a purported assignment
(whether voluntary, involuntary, or by operation of law), by any one of the
persons executing this Lease shall be deemed a voluntary assignment.
<PAGE>   18


SECTION 11.3. REQUEST TO ASSIGN OR SUBLEASE. If at any time during the Term,
Tenant wishes to assign this Lease or any interest therein, or to sublet all or
any portion of the Premises, then at least thirty (30) days prior to the date
when Tenant desires the assignment or sublease to be effective, Tenant shall
give written notice to Landlord setting forth the name, address, and business of
the proposed assignee or sublessee, business and personal credit applications
completed on Landlord's standard application forms, and information (including
references and such financial documentation as Landlord shall reasonably
prescribe) concerning the character and financial condition of the proposed
assignee or sublessee, the effective date of the assignment or sublease, and all
the material terms and conditions of the proposed assignment, and with reference
solely to a sublease: a detailed description of the space proposed to be sublet,
together with any rights of the proposed sublessee to use Tenant's improvements
and/or ancillary services with the Premises.

SECTION 11.4. LANDLORD'S CONSENT. Landlord shall have twenty (20) days after
Tenant's notice of assignment and/or sublease is received with the financial
information reasonably requested by Landlord to advise Tenant of Landlord's
consent to or disapproval of such proposed assignment or sublease, which consent
shall not be unreasonably withheld, conditioned and/or delayed. Any disapproval
by Landlord shall contain Landlord's detailed reasons for such disapproval.

    Tenant acknowledges that Landlord's consent shall be based upon the criteria
listed in Sections 11.4 (a) through (e) below, and subject to Landlord's right
to unilaterally disapprove of any proposed assignment and/or sublease, based on
the existence of any condition contained within Section l l.5 hereinbelow. If
Landlord provides its consent or fails to provide its disapproval within the
time period specified, Tenant shall be free to complete the assignment and/or
sublet such space to the party contained in Tenant's notice, subject to the
following conditions:

a)  The assignment and/or sublease shall be on the same terms as were set forth
    in the notice given to Landlord;

b)  The assignment and/or sublease shall be documented in a written format that
    is reasonably acceptable to Landlord, which form shall specifically include
    the assignee's and/or sublessee's acknowledgement and acceptance of the
    obligation contained in this Lease, in so far as applicable;

c)  The assignment and/or sublease shall not be valid, nor shall the assignee or
    sublessee take possession of the Premises, or subleased portion thereof,
    until an executed duplicate original of such sublease and/or assignment has
    been delivered to Landlord;

d)  The assignee and/or sublessee shall have no further right to assign this
    Lease and/or sublease the Premises;

e)  Tenant shall pay monthly to Landlord one-half (1/2) of the "Net Rental
    Profit" per square foot received by Tenant. Such Net Rental Profit shall be
    payable to Landlord as Additional Rental under this Lease without affecting
    or reducing any other obligation of Tenant hereunder.

    Net Rental Profit shall be calculated by subtracting the Rent and Additional
Rent paid to Landlord by Tenant, as well as Tenant's reasonable costs of
subletting such space (such as rent abatement, fair market leasing commissions,
reasonable marketing expenses, new leasehold improvements, and reasonable
attorney fees and expenses, as well as any economic consideration received by
Tenant arising out of the sale of Tenant's business, or because Tenant provides
ancillary business services to the sublessee, such as reception or secretarial
services, or office furnishings or equipment, from the total rent per square
foot that Tenant is paid by any sublessee.

Tenant shall deliver to Landlord a statement within thirty (30) days after the
end of each calendar year and/or within thirty (30) days after the expiration or
earlier termination of the Term of this Lease in which any sublease of the
Premises has occurred, specifying for each such sublease:

i)  the date of its execution and delivery, the number of square feet of the
    Rentable Area demised thereby and the Term thereof, and

ii) a computation in reasonable detail showing

    1)  the amounts (if any) paid and payable by Tenant to Landlord pursuant to
        this Section 11.4 with respect to such sublease for the period covered
        by such statement and

    2)  the amounts (if any) paid and payable by Tenant to Landlord pursuant to
        this Section 11.4 with respect to any payments received from a sublessee
        during such period but which relate to an earlier period.
<PAGE>   19

SECTION 11.5. REASONABLE GROUNDS FOR DENIAL OF ASSIGNMENT AND/OR SUBLEASE.
Landlord and Tenant agree that, in addition to such other reasonable grounds as
Landlord may assert for withholding its consent, it shall be reasonable under
this Lease and any applicable law for Landlord to withhold its consent to any
proposed Transfer, where any one or more of the following conditions exists:

a)  The proposed sublessee or assignee (a "Transferee") is, in Landlord's
    reasonable judgment, of a character or reputation which is not consistent
    with those businesses customarily found in a Class A office building within
    the geographic vicinity of the Building;

b)  The Transferee is engaged in a business or intends to use all or any portion
    of the Premises for purposes which are not consistent with those generally
    found in the Building or other Class A office buildings in the vicinity of
    the Building, provided, however, that in no event shall Landlord be
    permitted to decline Tenant's request for a Transfer solely on the basis of
    said Transferee's intent to change the Specified Use from that of Tenant,
    unless such proposed change shall violate any Exclusive Use provision
    already granted by Landlord;

c)  The Transferee is either a governmental agency or instrumentality thereof;

d)  The Transfer will result in more than a reasonable and safe number of
    occupants within the Premises;

e)  The Transferee is not a party of reasonable financial worth and/or financial
    stability in light of the responsibilities involved under the sublease, if a
    sublessee, or the Lease, if an assignee, on the date consent is requested,
    or has demonstrated a prior history of credit instability or unworthiness;

f)  The Transfer will cause Landlord to be in violation of another lease or
    agreement to which Landlord is a party, or would give another occupant of
    the Building a right to cancel its lease;

g)  The Transferee will retain any right originally granted to Tenant to
    exercise a right of renewal, right of expansion, right of first offer or
    other similar right held by Tenant. However, nothing contained herein shall
    prevent Tenant from exercising any Option to Extend the Term hereof it may
    have early, concurrent with Tenant's request for such transfer;

h)  Either the proposed Transferee, or any person or entity which directly or
    indirectly, controls, is controlled by, or is under common control with, the
    proposed Transferee:

    i) is a tenant in the Building at the time Tenant requests approval of the
       proposed Transfer, or

    ii) Is engaged in on-going negotiations with Landlord to lease space in the
        Building at the time Tenant requests approval of the proposed Transfer;

i)  The Transferee intends to use all or a portion of the Premises for medical
    procedures or for a primary business which is as a boiler-room type sales or
    marketing organization. If Landlord withholds or conditions its consent and
    Tenant believes that Landlord did so contrary to the terms of this Lease,
    Tenant may, as its sole remedy, prosecute an action for declaratory relief
    to determine if Landlord properly withheld or conditioned its consent, and
    Tenant hereby waives all other remedies, including without limitation those
    set forth in California Civil Code Section 1995.310.

SECTION 11.6. TENANT'S CONTINUED OBLIGATION. Any consent by Landlord to an
assignment of this Lease and/or sublease of the Premises shall not release
Tenant from any of Tenant's obligations hereunder or be deemed to be a consent
by Landlord to any subsequent hypothecation, assignment, subletting, occupation
or use by another person, and Tenant shall remain liable to pay the Rent and/or
perform all other obligations to be performed by Tenant hereunder. Landlord's
acceptance of Rent or Additional Rent from any other person shall not be deemed
to be a waiver by landlord any provision of this Lease. Landlord's consent to
one assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.

    If any assignee or sublessee of Tenant or any successor of Tenant defaults
in the performance of any of the provisions of this Lease, whether or not
Landlord has collected Rent directly from said assignee or sublessee, Landlord
may proceed directly against Tenant without- the necessity of exhausting
remedies against such assignee, sublessee or other successor-in-interest.

Provided that in no event shall any father assignment, sublease, amendment or
modification to this Lease serve to either increase Tenant's liability or expand
Tenant's duties or obligations hereunder, or relieve Tenant of its liability
under this Lease, then Landlord may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with any
assignee, without notifying Tenant or any successor of Tenant, and without
obtaining their consent thereto.
<PAGE>   20


SECTION 11.7. TENANT TO PAY LANDLORD'S COSTS. If Tenant assigns or sublets the
Premises or requests the consent of Landlord to any assignment, subletting or
other modification of this Lease, or if Tenant requests the consent of Landlord
for any act that Tenant proposes to do, whether or not Landlord shall grant
consent thereto, then Tenant shall, concurrent with Tenant's submission of any
written request therefor, pay Landlord's reasonably anticipated costs for review
of Tenant's documentation, credit check and processing fees, as well as any
reasonable legal fees incurred by Landlord in connection therewith (which legal
fees shall not exceed $1,500.00).

SECTION 11.8. SUCCESSORS AND ASSIGNS. Subject to the provisions contained
herein, the covenants and agreements contained in this Lease shall bind and
inure to the benefit of Landlord and Tenant, their respective successors and
assigns and all persons claiming by, through or under them.

                                   ARTICLE 12
          MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR
                                   ALTERATION

SECTION 12.1. TENANT'S OBLIGATION TO MAINTAIN. Tenant shall, at Tenant's sole
expense, maintain the Premises in good order and repair, and shall also keep
clean any portion of the Premises which Landlord is not obligated to clean. Such
obligation shall include the clean-out; repair and/or replacement of Tenant's
garbage disposal(s), Instant-Heat or other hot water producing equipment, if
any, and the cleaning and removal of any dishes and/or food prior to the same
becoming unsanitary. If Tenant becomes obligated to repair anything within the
Premises, Tenant shall advise Landlord's managing agent of such need, which
request shall be presumed conclusive evidence of Tenant's obligation and
willingness to reimburse Landlord for such repair(s).

    Further, Tenant shall pay the cost of any injury, damage or breakage in,
upon or to the Premises created by Tenant's gross negligence or willful
misconduct or the gross negligence or willful misconduct of Tenant's agents,
clients, contractors, directors, employees, invitees, licensees, officers,
partners or shareholders.

    Subject to Tenant's obligation for reimbursement to Landlord, as specified
herein, Landlord shall make all repairs to the Premises and the exterior walls,
foundation and roof of the Building, the structural portions of the floors of
the Building, the systems and equipment of the Building and the Tenant
Improvements installed in the Premises. However, if such repairs, maintenance or
cleaning are required due to Tenant's gross negligence or willful misconduct or
the gross negligence or willful misconduct of Tenant's agents, clients,
contractors, directors, employees, invitees, licensees, officers, partners or
shareholders, then, Tenant shall, within ten (10) days after receipt of
Landlord's billing therefor, reimburse Landlord, as Additional Rent, for any
expense of such repairs, cleaning and/or maintenance in excess of any insurance
proceeds available for reimbursement thereof, including for any deductible
anticipated in connection therewith.

    Tenant hereby waives all right to make repairs at Landlord's expense under
the provisions of Section 1932(1), 1941 and 1942 of the Civil Code of
California.

SECTION 12.2. REPAIR PERIOD NOTICE. Tenant shall give prompt notice to Landlord
of Tenant's actual knowledge of any damage or destruction to all or any part of
the Premises or Building resulting from or arising out of any fire, earthquake,
or other identifiable event of a sudden, unexpected or unusual nature
(individually or collectively a "Casualty"). The time periods specified in this
Section 12.2. shall commence after Landlord receives said written notice from
Tenant of the occurrence of a Casualty. After receipt of Tenant's written notice
that a Casualty has occurred, Landlord shall, within the later of:

a)    sixty (60) days after the date on which Landlord determines the full
      extent of the damage caused by the Casualty; or

b)    thirty (30) days after Landlord has determined the extent of the insurance
      proceeds available to effectuate repairs, but

c)    in no event more than one hundred and twenty ( 120) days after the
      Casualty, provide written notice to Tenant indicating the anticipated time
      period for repairing the Casualty (the "Repair Period Notice"). The Repair
      Period Notice shall also state, if applicable, Landlord's election either
      to repair the Premises, or to terminate this Lease, to the provisions of
      Section 12.3, and if Landlord elects to terminate this Lease, Landlord
      shall use commercially reasonable efforts to provide Tenant with a minimum
      period of ninety (90) days within which to fully vacate the Premises.

SECTION 12.3. LANDLORD'S OPTION TO TERMINATE OR REPAIR. Notwithstanding anything
to the contrary contained herein, Landlord shall have the option. but not the
obligation to elect not to rebuild or restore the Premises and/or the Building
if one or more of the following conditions is present:

a)    repairs to the Premises cannot reasonably be completed within one hundred
      and eighty (180) days after the date of the Casualty (when such repairs
      are made without the payment of overtime or other premiums);
<PAGE>   21

b)  repairs required cannot be made pursuant to the then-existing laws or
    regulations affecting the Premises or Building, or the Building cannot be
    restored except in a substantially different structural or architectural
    form than existed before the Casualty;

c)  the holder of any mortgage on the Building or ground or underlying lessor
    with respect to the Real Property and/or the Building shall require that all
    or such large a portion of the insurance proceeds be used to retire the
    mortgage debt, so that the balance of insurance proceeds remaining available
    to Landlord for completion of repairs shall be insufficient to repair said
    damage or destruction;

d)  the holder of any mortgage on the Building or ground or underlying lessor
    with respect to the Real Property and/or the Building shall terminate the
    mortgage, ground or underlying lease, as the case may be;

e)  provided Landlord has carried the coverage Landlord is required to obtain
    under Section 19.1 of this Lease, the damage is not fully covered, except
    for deductible amounts, by Landlord's insurance policies;

f)  more than thirty-three and one-third percent (33 1/3%) of the Building is
    damaged or destroyed, whether or not the Premises is affected, provided that
    Landlord elects to terminate all other leases for offices of a similar size
    in the Building.

    If Landlord elects not to complete repairs to the Building or Premises,
pursuant to this Section 12.3, Landlord's election to terminate this Lease shall
be stated in the Repair Period Notice, in which event this Lease shall cease and
terminate as of the date contained in Landlord's Repair Period Notice.

    If one hundred percent of the Building is damaged or destroyed, as certified
by an independent building inspector, this Lease shall automatically terminate
after Tenant's receipt of written notice of such termination from Landlord, and
without action beyond the giving of such notice being required by either
Landlord or Tenant.

    Upon any termination of this Lease pursuant to this Section 12.3, Tenant
shall pay its prorate share of Fixed Monthly Rent and Additional Rent, properly
apportioned up to the date of such termination, reduced by any abatement of Rent
to which Tenant is entitled under Section 12.5; after which both Landlord and
Tenant shall thereafter be freed and discharged of all further obligations under
the Lease, except for those obligations which by their provisions specifically
survive the expiration or earlier termination of the Term.

SECTION 12.4. TENANT'S OPTION TO TERMINATE. If

a)  the Repair Period Notice provided by Landlord indicates that the anticipated
    period for repairing the Casualty exceeds one hundred and eighty (180) days
    after the Casualty (the "Repair Period"), or

b)  The Casualty to the Premises occurs during the last twelve ( 12) months of
    the Term; then

    Tenant shall have the option, but not the obligation, to terminate this
Lease by providing written notice ("Tenant's Termination Notice") to Landlord
within thirty (30) days after receiving the Repair Period Notice in the case of
12.4 (a); or within thirty (30) days after the Casualty, in the case of Section
12.4 (b). Furthermore, if:

c)  Landlord does not complete the repairs required hereinabove within the
    Repair Period, and

d)  further provided Landlord has not diligently commenced and continued to
    prosecute to completion repair of the damage and/or destruction caused by
    the Casualty, and

e)  Landlord has not completed the repairs thereafter on or before thirty (30)
    days after the expiration of the Repair Period,

    then Tenant shall also have the option, but not the obligation, to terminate
this Lease by giving Landlord written notice of its intention to so terminate,
which notice shall be given not more than forty-five (45) days after expiration
of the Repair Period.

    Tenant's failure to provide Landlord with Tenant's Termination Notice within
the time periods specified hereinabove shall be deemed conclusive evidence that
Tenant has waived its option to terminate this Lease.

SECTION 12.5. TEMPORARY SPACE AND/OR RENT ABATEMENT DURING REPAIRS OR
RENOVATION. During the Repair Period or during any such period that Landlord
completes Work (as defined hereinbelow) or Renovations (as defined hereinbelow),
if available, and if requested by Tenant, Landlord shall make available to
Tenant other space in the Building which, in Tenant's reasonable opinion, is
suitable for the temporary conduct of Tenant's business. However, if such
temporary space is smaller than the Premises, Tenant shall pay Fixed Monthly
Rent and Additional Rent for the temporary space based upon the calculated rate
per Rentable square foot payable hereunder for the Premises, times the number of
Rentable square feet available for Tenant's use in the temporary space.
<PAGE>   22



    If no temporary space is available that is reasonably satisfactory to
Tenant, and any part of the Premises is rendered untenantable by reason of such
Casualty, Work or optional renovation; and further provided that the Casualty
was not the result of the gross negligence or willful misconduct of Tenant or
the gross negligence and/or willful misconduct of Tenant's agents. contractors,
directors, employees, licensees, of officers, partners or shareholders. then to
the extent that all or said portion of the usable area of the Premises is so
rendered untenantable by reason or such Casualty, Work or optional renovation.
Tenant shall be provided with a proportionate abatement of Fixed Monthly Rent
and Additional Rent. Said proportional abatement shall be based on the Usable
Square Footage of the Premises that cannot and is not actually used by Tenant,
divided by the total Usable square feet contained in the Premises. That
proportional abatement, if any, shall be provided during the period beginning on
the later of:

a)  the date of the Casualty; or

b)  the actual date on which Tenant ceases to conduct Tenant's normal business
    operations in all or any portion of the Premises, and

    shall end on the date Landlord achieves substantial completion of
restoration of the Premises. Tenant's acceptance of said abatement of Rent shall
be deemed conclusive evidence of Tenant's waiver of any further claim or right
of future claim for any loss or damage asserted by Tenant arising out of the
Casualty Repair, Work or Renovation, as the case may be.

SECTION 12.6. TENANT'S WAIVER OF CONSEQUENTIAL DAMAGES. Subject to Section 12.4,
the provisions contained in Section 12.5 are Tenant's sole remedy arising out of
any Casualty. Landlord shall not be liable to Tenant or any other person or
entity for any direct, indirect, or consequential damage (including but not
limited to lost profits of Tenant or loss of or interference with Tenant's
business), unless caused by the gross negligence or willful misconduct of
Landlord or the gross negligence or willful misconduct of Landlord's agents,
contractors, directors, employees, licensees, officers, partners or
shareholders, due to, arising out of, or as a result of the Casualty (including
but not limited to the termination of the Lease in connection with the
Casualty).

SECTION 12.7. REPAIR OF THE PREMISES WHEN CASUALTY NOT CAUSED BY TENANT. If the
cost of repair of any Casualty is covered under one or more of the insurance
policies Landlord is required herein to provide, then,- provided such Casualty
is not a result of Tenant's negligence or misconduct or the negligence or
misconduct of Tenant's agents, contractors, directors, employees, licensees,
officers, partners or shareholders, Landlord shall restore the base core and
shell of the Premises to its condition prior to the Casualty and repair and/or
replace the Improvements previously installed in the Premises, to a maximum of
$35.00 per usable square foot. Tenant shall have the option to either, at
Tenant's sole expense, complete the balance of repairs needed to restore the
Improvements contained in the Premises to their condition prior to the Casualty
or to continue Tenant's normal business operations in the Premises in the
condition to which Landlord has so restored the Improvements.

    If Landlord has elected to complete repairs to the Premises, and has not
elected to terminate this Lease, as specified in Section 12.3, then Landlord
shall complete such repairs within the Repair Period, in a manner, and at times,
which do not unreasonably interfere with Tenant's use of that portion of the
Premises remaining unaffected by the Casualty. Provided Landlord has elected to
make the repairs required hereunder, this Lease shall not be void or voidable
during the Repair Period, nor shall Landlord be deemed to have constructively
evicted Tenant thereby.

SECTION 12.8. REPAIR OF THE PREMISES WHEN CASUALTY CAUSED BY TENANT. If the
Casualty to all or any portion of the Premises resulted from the gross
negligence and/or willful misconduct of Tenant or the gross negligence and/or
willful misconduct of Tenant's agents, contractors, directors, employees,
licensees, officers, partners or shareholders, Landlord shall not be required to
repair any such injury or damage. Landlord shall only repair, at its expense,
damage or destruction to the Building, and Tenant shall pay the cost of
repairing the Premises and any deductible payable by Landlord for repair of the
Building. Furthermore, Tenant hereby waives the provisions of California Civil
Code Sections 1932(2) and 1933(4) and the provisions of any successor or other
law of like import.

    If the Casualty to all or any portion of the Premises was caused by the
gross negligence and/or willful misconduct of Tenant or the gross negligence
and/or willful misconduct of Tenant's agents, contractors, directors, employees,
officers, partners, and/or shareholders, then, except in the case of Landlord's
gross negligence and/or willful misconduct, Landlord shall not be liable for any
inconvenience or annoyance to Tenant or Tenant's agents, clients, contractors,
directors, employees, invitees, licensees, officers, partners or shareholders,
or for injury to the business of Tenant resulting in any way from such damage,
or from Landlord's undertaking of such repairs.

SECTION 12.9. REPAIR OF THE BUILDING. Except as specified hereinabove. unless
Landlord terminates this Lease as permitted hereinabove, Landlord shall repair
the Building, parking structure or other supporting structures and facilities
within two hundred and seventy (270) days after Landlord becomes aware of such
damage and/or destruction.
<PAGE>   23


SECTION 12.10. GOVERNMENT-REQUIRED REPAIRS. If, during the Term, additional
inspections other than those standard annual or biannual inspections to which
the Building may generally be subject; testing, repairs and/or reconstruction
(collectively the "Work") are required by any governmental authority, or if,
upon the recommendation of its engineers, Landlord independently elects to
undertake all or any portion of the Work prior to being required to do so by
such governmental authority, Landlord shall give notice thereof to Tenant and
shall use its best efforts not to unreasonably interfere with Tenant's use of
the Premises while completing the Work. Tenant shall cooperate fully with
Landlord in connection with the Work and, upon the prior written request Of
Landlord, shall make the Premises available for completion of the Work. Tenant
agrees that Landlord shall allocate all costs associated with completion of the
Work to the Building's Operating Expenses, when permitted under to the
provisions of Section 4.1 of this Lease.

    If Landlord elects to undertake the Work during the Term, then Tenant shall
be entitled to an abatement of rent, pursuant to the provisions of Section 12.5
hereinabove, and Landlord shall be completely responsible for repair of any
damage to the Premises and all costs associated with the removal. moving and/or
storage of Tenant's furniture. artwork. office equipment and files. Landlord
will restore any and all areas damaged by completion of the Work to their
previous quality and pay ail clean-up costs. Landlord further agrees that it
shall use commercially reasonable efforts to see that all construction, such as
coring or power nailing that could be disruptive to Tenant's normal business
operations shall, in so far as is reasonably possible, be performed between the
hours of 7:00 p.m. to 7:00 a.m. Monday through Friday; after 1:00 p.m. on
Saturdays and/or at any time on Sundays.

    Except in the case of Landlord's gross negligence and/or willful misconduct
or the gross negligence and/or willful misconduct of Landlord's agents,
contractors, directors, employees, officers, partners, and/or shareholders,
Tenant shall not have the right to terminate this Lease as a result of Landlord
undertaking the Work, nor shall Tenant or any third party claiming under Tenant
be entitled to make any claim against Landlord for any interruption,
interference or disruption of Tenant's business or loss of profits therefrom as
a result of the Work, and Tenant hereby releases Landlord from any claim which
Tenant may have against Landlord arising from or relating to, directly or
indirectly, the performance of the Work by Landlord.

SECTION 12.11. OPTIONAL LANDLORD RENOVATION. Subject to Landlord's obligations
pursuant to the attached Exhibit B regarding initial construction within the
Premises, it is specifically understood and agreed that Landlord has no
obligation and has made no promises to alter, remodel, improve, renovate or
decorate the Premises, Building, or any part thereof and that, except as set
forth herein, no representations respecting the condition of the Premises or the
Building have been made by Landlord to Tenant.

    However, Tenant acknowledges that, at any time and from time to time during
the Term, Landlord may elect, in Landlord's sole discretion, to renovate,
improve, alter or modify the Building and/or Premises including without
limitation, the parking facilities, common areas, systems, equipment, roof, and
structural portion of the same, which Renovations may include, without
limitation:

a)  modifying the common areas and tenant spaces to comply with applicable laws
    and regulations, including regulations relating to the physically disabled,
    seismic conditions and building safety and security and

b)  installing new carpeting, lighting and wall covering in the Building common
    areas,

    which Sections 12.1 1 (a) and 12.1 l (b) shall hereinafter collectively be
    known as "the Renovations".

    In connection with such Renovations, Landlord may, among other things, erect
scaffolding or other necessary structures in the Building, limit or eliminate
access to portions of the Building, common areas or parking facilities serving
the Building, or perform other work in the Building, which work may create
noise, dust or debris that remains in the Building.

    Upon not less than forty-eight (48) hours written reasonable notice,
Landlord shall have the right to access through the Premises as well as the
right to take into and upon and through all or any part of the Premises, or any
other part of the Building, all materials that may reasonably be required to
make such repairs, alterations, decorating, additions or improvements pursuant
to the provisions of this Section 12.11. So long as Tenant shall maintain
reasonable access to the Premises, Building and parking facilities, Landlord
shall also have the right, in the course of the Renovations, to close entrances,
doors, corridors, elevators, or other building facilities, or temporarily to
abate the operation of such facilities.

    So long as Tenant is not required to vacate the Premises for any reason
arising out of the Renovations, and maintains reasonable access to the Premises,
Tenant shall permit all of the Renovations to be done, and except in the case of
Landlord's gross negligence or willful misconduct or the gross negligence or
willful misconduct of Landlord's contractors, directors, employees, officers,
partners or shareholders, without claiming Landlord is guilty of the
constructive eviction or disturbance of Tenant's use and possession.

    Further, except in the case of Landlord's gross negligence or willful
misconduct, or that of its agents, contractors, employees, officers, partners or
shareholders, Landlord shall not be liable to Tenant in any manner, whether for
reimbursement of any expense, injury, loss or damage to Tenant's property,
business, or any person claiming by or under Tenant, and whether by reason of
interference with the business of Tenant or inconvenience or annoyance to
Tenant or the customers of Tenant resulting from any work done in or about
the Premises or the Building or to any

<PAGE>   24
adjacent or nearby building, land, street or alley. However, Landlord agrees
that the Renovations shall be scheduled insofar as is commercially reasonable to
permit Tenant to continue its normal business operations, with advance notice
thereof, and in such commercially reasonable manner so as to minimize Tenant's
inconvenience.

SECTION 12.12. OPTIONAL TENANT CHANGES DURING THE TERM. After completion of the
initial Improvements contemplated hereunder, if any, Tenant shall make no
alteration, change, addition, removal, demolition, improvement, repair or
replacement in, on, upon, to or about the Premises, or at any time to any
portion of the Building (collectively or individually a "Tenant Change"),
without the prior written consent of Landlord, which consent shall be in
Landlord's reasonable discretion. Except as otherwise specified in Article 7,
any Tenant Change shall, at the termination of this Lease, become a part of the
Building and belong to Landlord, pursuant to the provisions of Article 7. Any
application for Landlord's consent to a Tenant Change, and the completion
thereof, shall be in conformance with the provisions of Exhibit B-1, attached
hereto and made a part hereof by reference.

    Tenant shall not knowingly permit Tenant's agents, clients, contractors,
directors, employees, invitees, licensees, officers, partners or shareholders to
deface the walls, floors and/or ceilings of the Premises, nor marls, drive
nails, screws or drill holes into, paint. or in any way mar any surface in the
Building. Notwithstanding the above. Tenant is hereby permitted to install such
pictures. certificates. licenses. artwork, bulletin boards and similar items as
are normally used in Tenants business. so long as such installation is carefully
attached to the walls by Tenant in a manner reasonably prescribed by Landlord.

    If Tenant desires, as a part of any Tenant Change, to make any revisions
whatsoever to the electrical, HVAC, mechanical, plumbing, or structural systems
of the Building or Premises, such revisions must be completed by subcontractors
specified by Landlord and in the manner and location(s) reasonably prescribed by
Landlord. If Tenant desires to install any telephone outlets, the same shall be
installed in the manner and location(s) reasonably prescribed by Landlord.

    If Landlord consents to any requested Tenant Change, Tenant shall give
Landlord a minimum of fifteen (15) days written notice prior to commencement
thereof. Landlord reserves the option, but not the obligation, to enter upon the
Premises for the purpose of posting and maintaining such notices on the Premises
as may be reasonably necessary to protect Landlord against mechanic's liens,
material man's liens or other liens, and/or for posting any other notices that
may be proper and necessary in connection with Tenant's completion of the Tenant
Change.

    If any alterations, additions or improvements made by Tenant after or apart
from Landlord's completion of the initial Improvements contemplated pursuant to
Exhibit "B" attached hereto result in Landlord being required to make any
alterations to other portions of the Building in order to comply with any
applicable statutes, ordinances or regulations (e.g., "handicap ordinances")
then Tenant shall reimburse Landlord upon demand for all costs and expenses
incurred by Landlord in making such alterations. However, Landlord shall be
solely responsible for any such costs incurred due solely to the change in the
status of the Premises from "unoccupied" to "occupied".

SECTION 12.13. EXPRESS AGREEMENT. The provisions of this Lease, including those
contained in this Article 12, constitute an express agreement between Landlord
and Tenant that applies in the event of any Casualty to the Premises, Building
or Real Property. Tenant, therefore, fully waives the provisions of any statute
or regulations, including California Civil Code Sections 1932(2) and 1933(4),
and any other law or statute which purports to govern the rights or obligations
of Landlord and Tenant concerning a Casualty in the absence of express
agreement. Tenant and Landlord expressly agree and accept that any successor or
other law of like import shall have no application hereunder.

                                   ARTICLE 13
                                  CONDEMNATION

SECTION 13.1. CONDEMNATION OF THE PREMISES. If more than twenty five percent
(25%) of the Premises is lawfully condemned or taken in any manner for any
public or quasi-public use, or if any portion of the Building is condemned or
taken in such a manner that Tenant is reasonably prevented from obtaining access
to the Building or the Premises, this Lease may be terminated at the option of
either Landlord or Tenant by one party giving the other thirty (30) days written
notice of its intent to do so. If either Landlord or Tenant provide the other
party written notice of termination, the Term and estate hereby granted shall
forthwith cease and terminate as of the earlier of the date of vesting of title
in such condemnation or taking or the date of taking of possession by the
condemning authority.

    If less than twenty-five percent (25%) of the Premises is so condemned or
taken, then the term and estate hereby granted with respect to such part shall
forthwith cease and terminate as of the earlier of the date of vesting of title
in such condemnation or taking or the date of taking of possession by the
condemning authority, and the Fixed Monthly Rent payable hereunder (and
Additional Rent payable pursuant to Articles 3 or 4) shall be abated on a
prorated basis, by dividing the total number of Usable square feet so taken by
the total number of Usable square feet contained in the Premises, then
multiplying said percentage on a monthly basis, continuing from the date of such
vesting of title to the date specified in this Lease for the expiration of the
Term hereof.

    Notwithstanding the above, if any vacant space remains in the Building,
Landlord shall provide Tenant a first right of offer to lease such vacant space
on the same terms and conditions as are contained in this Lease, in which case
this Lease shall be amended to replace the Premises with such vacant space.
<PAGE>   25
SECTION 13.2. CONDEMNATION OF THE BUILDING. If less than twenty-five percent
(25%) of the Building is so condemned or taken, then Landlord shall, to the
extent of the proceeds of the condemnation payable to Landlord and with
reasonable diligence, restore the remaining portion of the Building as nearly as
practicable to its condition prior to such condemnation or taking; except that,
if such proceeds constitute less than ninety percent (90%) of Landlord's
estimate of the cost of rebuilding or restoration, then Landlord may terminate
this Lease on thirty (30) days prior written notice to Tenant.

    If more than twenty-five percent (25%) of the Building is so condemned or
taken, but the Premises are unaffected thereby, then Landlord shall have the
option but not the obligation, which election shall be in Landlord's sole
discretion, to terminate this Lease, effective the earlier of the date of
vesting of title in such condemnation or the date Landlord delivers actual
possession of the Building and Premises to the condemning authority, which
election by Landlord shall be provided to Tenant in writing.

SECTION 13.3. AWARD. If any condemnation or taking of all or a part of the
Building takes place, Tenant shall be entitled to join in any action claiming
compensation therefore, and Landlord shall be entitled to receive that portion
of the award made for the value of the Building, Premises, leasehold
improvements made or reimbursed by Landlord, or bonus value of the Lease, and
Tenant shall only be entitled to receive any award made for the value of the
estate Vested this Lease in Tenant, including Tenant's proximate damages to
Tenant's business and reasonable relocation expenses. Nothing shall preclude
Tenant from intervening in any such condemnation proceeding to claim or receive
from the condemning authority any compensation to which Tenant may otherwise
lawfully be entitled in such case in respect of Tenant's property or for moving
to a new location.

SECTION 13.4. CONDEMNATION FOR A LIMITED PERIOD. Notwithstanding the provisions
of Section 13.1,13.2 or 13.3, except during the final twelve (12) months of the
Term, if all or any portion of the Premises are condemned or taken for
governmental occupancy for a limited period, anticipated to be no longer than
sixty (60) days then this Lease shall not terminate; there shall be no abatement
of Fixed Monthly Rent or Additional Rent payable hereunder; and Tenant shall be
entitled to receive the entire award therefor (whether paid as damages, rent or
otherwise).

    If, during the final twelve (12) months of the Term, all or any portion of
the Premises are condemned or taken for governmental occupancy for a limited
period anticipated to be in excess of sixty (60) days, or for a period extended
after the expiration of the initial Term, Tenant shall have the option, but not
the obligation, to terminate this Lease, in which case, Landlord shall be
entitled to such part of such award as shall be properly allocable to the cost
of restoration of the Premises, and the balance of such award shall be
apportioned between Landlord and Tenant as of the date of such termination.

    If the termination of such governmental occupancy is prior to expiration of
this Lease, and Tenant has not elected to terminate this Lease, Tenant shall,
upon receipt thereof and to the extent an award has been made, restore the
Premises as nearly as possible to the condition in which they were prior to the
condemnation or taking.

                                   ARTICLE 14
          MORTGAGE SUBORDINATION; ATTORNMENT AND MODIFICATION OF LEASE

SECTION 14.1. SUBORDINATION. Subject to Tenant's receipt of an appropriate
non-disturbance agreement(s) as set forth below, this Lease shall be subject and
subordinate to all present and future ground or underlying leases of the
Building and to the lien of any mortgage, trust deed or other encumbrances now
or hereafter in force against the Building, if any, and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all
advances made or hereafter to be made upon the security of such mortgages or
trust deeds, unless the holders of such mortgages, trust deeds or other
encumbrances, or the lessors under such ground lease or underlying leases,
require in writing that this Lease be superior thereto. Landlord's delivery to
Tenant of commercially reasonable non-disturbance agreement(s) (the
"Nondisturbance Agreement ") in favor of Tenant from any ground lessors,
mortgage holders or lien holders of Landlord who come into existence following
the date hereof but prior to the expiration of the Lease Term shall be in
consideration of and a condition precedent to, Tenant's agreement to be bound by
the provisions of this Article 14. Such commercially reasonable non-disturbance
agreement(s) shall include the obligation of any such successor ground lessor,
mortgage holder or lien holder to recognize Tenant's rights specifically set
forth in this Lease and Landlord's obligations to comply with the provisions of
this Lease. Subject to Tenant's receipt of the non-disturbance agreement(s)
described above, Tenant covenants and agrees in the event any proceedings are
brought for the foreclosure of any such mortgage or deed in lieu thereof (or if
any ground lease is terminated), to attorn to the lienholder or purchaser or any
successors thereto upon any such foreclosure sale or deed in lieu thereof (or to
the ground lessor), to recognize such purchaser or lienholder or ground lessor
as the lessor under this Lease, provided such lienholder or purchaser or ground
lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so
long as Tenant is not in default of its obligations pursuant to this Lease.
Landlord's interest herein may be assigned as security at any time to any
lienholder. Tenant shall, within ten (10) business days of request by Landlord,
execute such further instruments or assurances as Landlord may reasonably deem
necessary to evidence or confirm the subordination or superiority of this Lease
to any such mortgages, trust deeds, ground leases or underlying leases in
accordance with the provisions of this Article 14. Subject to Tenant's
receipt of the Nondisturbance Agreement described herein, Tenant waives the
provisions of any current or future laws which may give or purport to give
Tenant any right or election to terminate or otherwise adversely affect this
Lease and the obligations of the Tenant hereunder in the event of any
foreclosure proceeding or sale.
<PAGE>   26

SECTION 14.2. ATTORNMENT. Tenant confirms that if by reason of a default under
an underlying mortgage the interest of Landlord in the Premises is terminated,
provided Tenant is granted in writing continued quiet enjoyment of the Premises
pursuant to the terms and provisions of this Lease, Tenant shall attorn to the
holder of the reversionary interest in the Premises and shall recognize such
holder as Tenant's landlord under this Lease. Tenant shall, within ten (10)
calendar days after request therefor, execute and deliver, at any time and from
time to time, upon the request of Landlord or of the holder of an underlying
mortgage any instrument which may be necessary or appropriate to evidence such
attornment. If Tenant fails to so execute and deliver any such instrument, then
Tenant hereby irrevocably appoints Landlord or such holder as its
attorney-in-fact to execute and deliver for and on behalf of Tenant any such
instrument.

SECTION 14.3. MODIFICATION OF LEASE. If any current or prospective mortgagee or
ground lessor for the Building requires a modification or modifications of this
Lease, which modification or modifications will not cause an increased cost or
expense to Tenant or in any other way materially and adversely change the rights
and obligations of Tenant hereunder, then in such event, Tenant agrees that this
Lease may be so modified.. Tenant agrees to execute and deliver to Landlord
within ten (10) business days following the request therefor whatever documents
are required to effectuate said modification. Should Landlord or any such
current or prospective mortgagee or ground lessor require execution of a short
form of Lease for recording, containing, among other, customary provisions, the
names of the parties, a description of the Premises and the Term, Tenant agrees
to execute and deliver to Landlord such short form of Lease within ten (10)
business days following the request therefor.

                                   ARTICLE 15
                              ESTOPPEL CERTIFICATES

SECTION 15.1. ESTOPPEL CERTIFICATES. Tenant shall. within ten (10) business days
after receipt of Landlord's written request therefor, execute, acknowledge and
deliver to Landlord an Estoppel Certificate, which may be conclusively relied
upon by any prospective purchaser, mortgagee or beneficiary under any deed of
trust covering the Building or any part thereof. Said Estoppel Certificate shall
certify the following:

a)    that this Lease is unmodified and in full force and effect (or, if there
      have been modifications, that this Lease is in full force and effect, as
      modified, and stating the date and nature of each modification);

b)    the date, if any, to which rental and other sums payable hereunder have
      been paid;

c)    that no notice has been received by Tenant of any default which has not
      been cured, except as to defaults specified in the certificate;

d)    that Landlord is not in default under this Lease or, if so, specifying
      such default; and

e)    such other factual matters as may be reasonably requested by Landlord.

    Tenant's failure to deliver the Estoppel Certificate within the time period
specified above shall constitute a material default under the Lease, and
Landlord shall have the option, but not the obligation, to enforce the remedies
contained in Article 18.

                                   ARTICLE 16
                                     NOTICES

SECTION 16.1. NOTICES. Any notice, consent, approval, agreement, certification,
request, bill, demand, statement, acceptance or other communication hereunder (a
"notice") shall be in writing and shall be considered duly given or furnished
when:

a)    delivered-personally or by messenger or overnight delivery service, with
      signature evidencing such delivery;

b)    upon the date of delivery, after being mailed in a postpaid envelope, sent
      certified mail, return receipt requested, when addressed to Landlord as
      set forth in the Basic Lease Information and to Tenant at the Premises and
      any other address for Tenant specified in the Basic Lease Information; or
      to such other address or addressee as either party may designate by a
      written notice given pursuant hereto; or

c)    upon confirmation of good transmission if sent via facsimile machine to
      such phone number as shall have been provided in writing by Landlord or
      Tenant, one to the other.

    If Tenant fails to provide another valid address, other than the Premises,
upon which service to Tenant can be perfected, then Tenant hereby appoints as
its agent to receive the service of all dispossessory or distraint proceedings
and notices thereunder the person in charge of or occupying the Premises at the
time, and if no person shall be in charge of or occupy the same, then such
service may be made by attaching the same to the main entrance of the Premises.

<PAGE>   27

                                   ARTICLE 17
                      DEFAULT AND LANDLORD'S OPTION TO CURE

SECTION 17.1. TENANT'S DEFAULT. For the purposes of this Section 17.1, if the
term "Tenant", as used in this Lease, refers to more than one person, then, such
term shall be deemed to include all of such persons or any one of them; if any
of the obligations of Tenant under this Lease are guaranteed, the term "Tenant,"
as used in Section 17.1(e) and Section 17.1(f), shall be deemed to also include
the guarantor or, if there is more than one guarantor, all or any one of them;
and if this Lease has been assigned, the term "Tenant," as used in Sections 17.1
(a) through (h), inclusive, shall be deemed to include the assignee and
assignor, jointly and severally, unless Landlord shall have, in connection with
such assignment, previously released the assignor from any further liability
under this Lease, in which event the term "Tenant," as used in said
subparagraphs, shall not include the assignor that was previously released.

    Tenant's continued occupancy and quiet enjoyment of the Premises and this
Lease and the covenants and estate hereby granted are subject to the limitation
that:

a)    if Tenant defaults in the payment of any Fixed Monthly Rent or Additional
      Rent after the expiration of any applicable notice and cure period, or

b)    if Tenant abandons or vacates the Premises (other than a temporary basis
      in the context of an assignment, sublet, or remodeling of the Premises),
      or

c)    if Tenant defaults in the keeping, observance or performance of any
      covenant or agreement set forth in Sections 6.1, 6.2, 12.12, or 19.3, and
      if such default continues and is not cured by Tenant before the expiration
      of Landlord's written 3-Day Notice to Cure or Quit; or

d)    if Tenant defaults in the keeping, observance or performance of any
      covenant or agreement including any provisions of the rules and
      regulations established by Landlord (other than a default of the character
      referred to in Sections 17.1 (a), (b) or (c)), an if such default
      continues and is not cured by Tenant within fifteen (15) days after
      Landlord has ail en to Tenant a notice specifying the same, or, in the
      case of such a default which for causes beyond Tenant's reasonable control
      (including occupancy of a sublessee)cannot with due diligence be cured
      within such period of fifteen (15) days, If tenant:

      i)    does not, promptly upon Tenant's receipt of such notice, advise
            Landlord of Tenant's intention duly to institute all steps necessary
            to cure such default or

      ii)   does not duly institute and thereafter diligently prosecute to
            completion all steps (including, if appropriate. legal proceedings
            against a defaulting sublessee ~ necessary to cure the same. or

e)    if Tenant fails to deliver the Estoppel Certificate required under Article
      l S hereof within the time period specified, or

f)    if Tenant:

      i)    applies for or consents to the appointment of, or the taking of
            possession by a receiver, custodian, trustee or liquidator of itself
            or of all or a substantial part of its property;

      ii)   admits in writing its inability, or is generally unable, to pay its
            debts as such debts become due;

      iii)  makes a general assignment for the benefit of its creditors;

      iv)   commences a voluntary case under federal bankruptcy laws (as now or
            hereafter in effect); v) files a petition seeking to take advantage
            of any other law relating to bankruptcy, insolvency, reorganization,
            winding up, or composition or adjustment of debts;

      vi)   fails to controvert in a timely or appropriate manner, or acquiesces
            in writing to, any petition filed against it in an involuntary case
            under such bankruptcy laws; vii)take any action for the purpose of
            effecting any of the foregoing, or

g)    if a proceeding or case is commenced, without the application or consent
      of Tenant, in any court of competent jurisdiction, seeking:

      i)    the liquidation, reorganization, dissolution, winding up, or
            composition or readjustment of debts, of Tenant; or

      ii)   the appointment of a trustee, receiver, custodian, liquidator or the
            like of Tenant or of all or a substantial part of its assets; or

      iii)  similar relief with respect of Tenant under any law relating to
            bankruptcy, insolvency, reorganization, winding up, or composition
            or adjustment of debts, and such proceeding or case shall continue
            undismissed, or an order, judgment or decree approving or ordering
            any of the foregoing shall be entered and continue unstayed and in
            effect, for a period of sixty (60) days, or an order for relief
            against Tenant shall be entered in an involuntary case under such
            bankruptcy laws, or

h)    if Tenant fails to take possession of and move into the Premises within
      fifteen (15) calendar days after Landlord tenders the same in writing to
      Tenant, unless Tenant acknowledges and accepts the Commencement Date as
      occurring within such fifteen-day time period, and pays Rent thereon from
      such Commencement Date;

then, in any or each such event, Tenant shall be deemed to have committed a
material default under this Lease.

<PAGE>   28

SECTION 17.2. LANDLORD'S OPTION TO CURE TENANT'S DEFAULT. If Tenant enters into
a default under this Lease, in lieu of Landlord's issuance of a written notice,
as specified hereinbelow, Landlord may cure the same at the sole expense of
Tenant:

a)  immediately and without notice in the case of emergency; if said default is
    specified in Sections 17.1 (a), (b) or (c), or if such default unreasonably
    interferes with the use by any other tenant of the Building, with the
    efficient operation of the Building; or will result in a violation of law or
    in a cancellation of any insurance policy maintained by Landlord, and

b)  after the expiration of Landlord's 3-Day Notice of Intent to Cure, in the
    case of any default other than those specified in Section 17.2 (a)
    hereinabove.

SECTION 17.3. LANDLORD'S OPTION TO TERMINATE THIS LEASE. In addition to any
other remedies Landlord may have at law or in equity, Landlord shall be entitled
to give to Tenant a written notice of intention to terminate this Lease at the
expiration of three (3) days from the date of the giving of such notice, and if
such notice is given by Landlord, and Tenant fails to cure the defaults
specified therein, then this Lease and the Term and estate hereby granted
(whether or not the Commencement Date has already occurred) shall terminate upon
the expiration of such three (3) day period (a "Default Termination"), with the
same effect as if the last of such three (3) days were the Termination Date,
except that Tenant shall remain liable for damages as provided hereinbelow or
pursuant to law.

SECTION 17.4. CERTAIN PAYMENTS. Bills for all reasonable costs and expenses
incurred by Landlord in connection with any performance by it under Section 17.2
shall be payable, as Additional Rent, pursuant to the provisions of Section 4.3.

SECTION 17.5. CERTAIN WAIVERS. Unless Tenant has submitted documentation that it
validly disputes Landlord's billing for Fixed Monthly Rent hereunder, or is
completing an audit of Landlord's Operating Expense Statement, if Tenant is in
default in payment of Fixed Monthly Rent or Additional Rent hereunder, Tenant
waives the right to designate the items against which any payments made by
Tenant are to be credited. In lieu thereof, Landlord may apply any payments
received from Tenant to the then-oldest billing remaining unpaid on Tenant's
rental account or to any other payment due from Tenant, as Landlord sees fit.

SECTION 17.6. LANDLORD DEFAULT. Notwithstanding anything to the contrary set
forth in this Lease, Landlord shall not be in default in the performance of any
obligation required to be performed by Landlord pursuant to this Lease unless:

a)  in the event such default is with respect to the payment of money, Landlord
    fails to pay such unpaid amounts within five (5) business days of written
    notice from Tenant that the same was not paid when due, or

b)  in the event such default is other than the obligation to pay money,
    Landlord fails to perform such obligation within thirty (30) days after the
    receipt of notice from Tenant specifying in detail Landlord's failure to
    perform; provided, however, if the nature of Landlord's obligation is such
    that more than thirty (30) days are required for its performance. then
    Landlord shall not be in default 1naer this Lease if it shall commence such
    performance within such third (30) days period and thereafter diligently
    pursue the same to completion within a reasonable time period.

Upon any such default by Landlord under this Lease, Tenant may, except as
otherwise specifically provided in this Lease to the contrary, exercise any of
its rights provided at law or in equity.

                                   ARTICLE 18
                  DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC.

SECTION 18.1. DAMAGES. If Landlord terminates this Lease, pursuant to the
provisions of Section 17.3 (a "Default Termination"), then Landlord may recover
from Tenant the total of:

a)  the worth at the time of award of the unpaid Fixed Monthly Rent and
    Additional Rent earned to the date of such Default Termination; and

b)  the worth at the time of award of the amount by which the unpaid Fixed
    Monthly Rent and Additional Rent which would have been earned after the date
    of such Default Termination until the time of award exceeds the amount of
    such rental loss that Tenant proves could have been reasonably avoided; and

c)  the worth at the time of award of the amount by which the unpaid Fixed
    Monthly Rent and Additional Rent which would have been earned for the
    balance of the Term after the time of award exceeds the amount of such
    rental loss that Tenant proves could have been reasonably avoided; and

d)  any other amount reasonably necessary to compensate Landlord for all of the
    detriment proximately caused by Tenant's failure to observe or perform any
    of its covenants and agreements under this Lease or which in the ordinary
    course of events would be likely to result therefrom, including, without
    limitation, the payment of the reasonable expenses incurred or paid by
    Landlord in re-entering and securing possession of the Premises and in the
    reletting thereof (including, without limitation, altering and preparing the
    Premises for new tenants and brokers' commission); and

<PAGE>   29

e)  at Landlord's sole election, such other amounts in addition to or in lieu of
    the foregoing as may be permitted from time to time under applicable
    California laws.

SECTION 18.2. COMPUTATIONS: The "worth at the time of award" is computed:

a)  in paragraphs (a) and (b) above, by allowing interest at the rate of ten
    percent (10%) per annum (but in no event in excess of the maximum rate
    permitted by law); and

b)  in paragraph (c) above, by discounting such amount at the discount rate of
    the Federal Reserve Bank of San Francisco at the time of award plus one
    percent (1%).

c)  For purposes of computing unpaid rental which would have accrued and become
    payable under this Lease, unpaid rental shall consist of the sum of:

i)    the total Fixed Monthly Rent for the balance of the Term, plus

ii)   a computation of Tenant's Share of Additional Rent due under the Lease
      including, without limitation, Tenant's Proportionate Share of any
      increase in Operating Expenses (including real estate taxes) for the
      balance of the Term. For purposes of computing any increases due Landlord
      hereunder, Additional Rent for the calendar year of the default and for
      each future calendar year in the Term shall be assumed to be equal to the
      Additional Rent for the calendar year prior to the year in which default
      occurs, compounded at a rate equal to the mean average rate of inflation
      for the preceding five calendar years as determined by the United States
      Department of Labor, Bureau of Labor Statistics Consumer Price Index (All
      Urban Consumers, all items, 1982-84 equals 100) for the metropolitan area
      or region of which Los Angeles, California is a part. If such index is
      discontinued or revised, the average rate of inflation shall be determined
      by reference to the index designated as the successor or substitute index
      by the government of the United States.

SECTION 18.3. RE-ENTRY BY LANDLORD.

a)  If a Default Termination occurs or any default specified in Sections 17.1
    (a) through (g) occurs and continues beyond the period of grace (if any)
    therefor, Landlord or Landlord's authorized representatives may re-enter the
    Premises and remove all persons and all property therefrom, either by
    summary dispossession proceedings or by any suitable action or proceeding at
    law, without being liable to indictment, prosecution or damages therefor,
    and may repossess and enjoy the Premises. No re-entry or repossession of the
    Premises by Landlord or its representatives under this Section 18.3 shall be
    construed as an election to terminate this Lease unless a notice of such
    election is given to Tenant or unless the termination thereof is decreed by
    a court of competent jurisdiction. The words "re-enter", "re-entry" and
    "re-entering" as used herein are not restricted to their technical legal
    meanings.

b)  If any default specified in Sections 17.1 (a) through (g) occurs and
    continues beyond the period of grace (if any) therefor, then if Landlord
    does not elect to terminate this Lease Landlord may, from time to time and
    without terminating this Lease, enforce all its rights and remedies under
    this Lease, including the right to recover the Fixed Monthly Rent and
    Additional Rent as the same becomes payable by Tenant hereunder.

    If Landlord consents thereto, Tenant may sublet the Premises or any part
thereof (which consent Landlord agrees will not be unreasonably withheld),
subject to Tenants compliance with the requirements of Article 11 of this Lease.
So long as Landlord is exercising this remedy it will not terminate Tenant's
right to possession of the Premises, but it may engage in the acts permitted by
Section 1951.4(c) of the California Civil Code.

c)  If Tenant abandons the Premises in breach of this Lease, Landlord shall have
    the right to relet the Premises or any part thereof on such terms and
    conditions and at such rentals as Landlord in its sole discretion may deem
    advisable, with the right to make alterations and repairs in and to the
    Premises necessary to reletting. If Landlord so elects to relet, then gross
    rentals received by Landlord from the reletting shall be applied:

    i)  FIRST, to the payment of the reasonable expenses incurred or paid by
        Landlord in re-entering and securing possession of the Premises and in
        the reletting thereof (including, without limitation, altering and
        preparing the Premises for new tenants and brokers' commissions);

    ii) SECOND, to the payment of the Fixed Monthly Rent and Additional Rent
        payable by Tenant hereunder; and

   iii) THIRD, the remainder, if any, to be retained by Landlord and applied to
        the payment of future Fixed Monthly Rent and Additional Rent as the same
        become due.

    Should the gross rentals received by Landlord from the reletting be
insufficient to pay in full the sums stated in Section 18.3 (a)and(b)
hereinabove, Tenant shall, upon demand, pay the deficiency to Landlord.

<PAGE>   30


SECTION 18.4. CERTAIN WAIVERS. After Landlord has actually obtained possession
of the Premises pursuant to any lawful order of possession granted in a valid
court of law, Tenant thereafter waives and surrenders for Tenant, and for all
claiming under Tenant, all rights and privileges now or hereafter existing to
redeem the Premises (whether by order or judgment of any court or by any legal
process or writ); to assert Tenant's continued right to occupancy of the
Premises; or to have a continuance of this Lease for the Term hereof. Tenant
also waives the provisions of any law relating to notice and/or delay in levy of
execution in case of an eviction or dispossession for nonpayment of rent, and of
any successor or other law of like import.

SECTION 18.5. CUMULATIVE REMEDIES. The remedies of Landlord provided for in this
Lease are cumulative and are not intended to be exclusive of any other remedies
to which Landlord may be lawfully entitled. The exercise by Landlord of any
remedy to which it is entitled shall not preclude or hinder the exercise of any
other such remedy.

                                   ARTICLE 19
                                    INSURANCE

SECTION 19.1. LANDLORD OBLIGATIONS: Landlord agrees to at all times secure from
a company holding a Best's rating of A-7 or better and admitted to do business
in the State of California, and maintain during the entire Term of this Lease
the following coverage:

a)  A Commercial General Liability policy with extended Risk endorsements and a
    combined single limit of Two Million Dollars ($2,000,000).

b)  An All Risk policy of standard fire and extended coverage, with vandalism
    and malicious mischief endorsements, covering full replacement value of the
    Building, the parking facilities, common area improvements and any and all
    improvements installed in, on or upon the Premises and affixed thereto,
    provided that the premium cost for coverage of the Improvements to the
    Premises in excess of a total value equal to thirty-five Dollars ($35.00)
    per usable square foot of the Premises shall, at the sole option of Tenant
    be directly reimbursed from Tenant to Landlord, pursuant to the provisions
    of Article 4 of this Lease, or be covered by Tenant's self-insurance, at
    Tenant's sole risk.

    Tenant acknowledges and agrees that Landlord shall have no obligation and
shall not carry insurance of any kind on Tenant's goods, furniture or
furnishings or on Tenant's Property, nor shall Landlord be obligated to repair
any damage thereto or to replace the same.

SECTION 19.2. TENANT OBLIGATIONS. Within ten (10) days prior to the earlier of
the Commencement Date or Tenant's anticipated early possession date of the
Premises, Tenant shall secure and maintain during the entire Term insurance
coverage from a company holding a Best's rating of A-7 or better, and admitted
to do business in the State of California, as follows:

a)  A Commercial General Liability policy, with extended Risk endorsements and a
    Combined Single Limit of Two Million Dollars ($2,000,000);

b)  An All Risk policy of standard fire and extended coverage, with vandalism
    and malicious mischief endorsements, covering the full replacement value of
    its personal property, for losses occurring in, on, or about the Premises.
    The proceeds from any such policy shall first be used by Tenant for the
    replacement of the personal property so damaged or destroyed;

c)  Workmen's Compensation insurance in a minimum amount of $500,000, and in
    full compliance with the requirements of the State of California; and

d)   A policy of insurance covering Tenant's losses from interruption of
     Tenant's normal business activities.

    Each and every policy which Tenant is to provide hereunder shall
specifically include the liability assumed by Tenant pursuant to the provisions
of this Lease (provided that the amount of such insurance shall not serve to
limit the liability of Tenant hereunder), and shall be primary insurance for
such liability, and not excess over or contributory with any other existing or
new insurance in force for or on behalf of Landlord. Each policy shall not
eliminate cross-liability and shall contain a severability of interest clause.

SECTION 19.3. COMPLIANCE WITH BUILDING INSURANCE REQUIREMENTS. After Tenant
takes occupancy of the Premises, Tenant shall not violate or knowingly permit
in, on or upon the Premises the violation of any condition imposed by such
standard fire insurance policies as are normally issued for office buildings in
the City or County in which the Building is located. Tenant shall not do, suffer
or permit anything to be done, or keep, suffer or permit anything to be kept, in
the Premises which would increase the risk ratings or premium calculation
factors on the Building or property therein ( collectively an "Increased Risk"),
or which would result in insurance companies of good standing refusing to insure
the Building or any property appurtenant thereto in such amounts and against
such risks as Landlord may reasonably determine from time to time are
appropriate.

    Notwithstanding the above, if additional insurance is available to cover
such Increased Risk, Tenant shall not be in default hereunder if:

a)  Tenant authorizes Landlord in writing to obtain such additional insurance;
    and
<PAGE>   31

b)  prepays the annual cost thereof to Landlord for such additional coverage, as
    well as the additional costs, if any, of any increase in Landlord's other
    insurance premiums resulting from the existence or continuance of such
    Increased Risk;

SECTION 19.4. ADDITIONAL INSUREDS. Tenant agrees that Landlord shall be named as
an additional insured or loss payee on the aforementioned policies of insurance,
as appropriate in the insurance industry.

SECTION 19.5. WAIVER OF SUBROGATION. Provided Landlord and Tenant have each and
both obtained the policies of insurance required pursuant to the provisions of
Sections 19.1 and 19.2 hereinabove, Tenant and Landlord agree that if a loss
occurs due to any of the perils for which they are required hereunder to provide
insurance, that each party shall look solely to the insurance policies covering
such loss or risk for recovery. Landlord and Tenant hereby grant to each other,
on behalf of any insurer providing insurance to either of them with respect to
the demised premises, a waiver of any right of subrogation which any such
insurer of one party may acquire against the other by virtue of payment of any
loss under such insurance.

    If either Landlord or Tenant fails to provide the insurance policy or
policies required hereinabove, the waiver of subrogation contained in this
Section 19.5 shall no longer inure to the benefit of the party failing to
provide such insurance, and the party claiming against such uninsured party
shall be entitled to restitution of all damages and expenses suffered and/or
claimed, without limitation.

SECTION 19.6. PROOF OF COVERAGE. Upon written request from one to the other, the
parties hereto shall each provide the other a certified copy or copies of the
certificate(s) of insurance evidencing the existence of the coverage required
hereunder.

SECTION 19.7. PROTECTION AGAINST CANCELLATION. Upon written request, proof must
also be given by each party to the other, that each of the policies required
pursuant to this Article 19 expressly provides that the policy shall not be
canceled until the expiration of thirty (30) days' prior written notice to the
other party.

SECTION 19.8. FAILURE TO SECURE. If at any time during the Term, and after
expiration of three (3) business days prior written demand therefore from
Landlord, Tenant fails to:

a)  Provide Landlord with access to a registered insurance broker of record that
    can verify Tenant's compliance with the requirement contained in this
    Article 19; or

b)  provide documentation reasonably acceptable to Landlord that Tenant has
    secured and maintained the insurance coverage required hereunder, then

    such failure shall be considered a material default under the Lease, and
Landlord shall have the option, but not the obligation, without further notice
or demand to obtain such insurance on behalf of or as the agent of Tenant and in
Tenant's name.

    Tenant shall pay Landlord's billing for the premiums associated with such
insurance policy or policies within five (5) days after receipt of Landlord's
billing, as well as such other reasonable costs and fees arising out of such
default, together with interest on the entire amount so advanced by Landlord, at
the rate of ten percent (10%) per annum, computed from the date of such advance.
Such advances, if made by Landlord, shall be construed as and considered
Additional Rent under this Lease.

SECTIONS 19.9. PROCEEDS. Proceeds from any such policy or policies shall be
payable to both Landlord and Tenant as their respective interests may appear.

                                   ARTICLE 20
                                  MISCELLANEOUS

SECTION 20.1. ENTIRE AGREEMENT. This Lease, including the exhibits and guaranty
of lease, if any, annexed hereto, contains all of the agreements and
understandings relating to the leasing of the Premises and the obligations of
Landlord and Tenant in connection therewith and neither party and no agent or
representative thereof has made or is making, and neither party in executing and
delivering this Lease is relying upon, any warranties or representations, excel
the extent set forth in this Lease.

All understandings and agreements heretofore had between Landlord and Tenant
relating to the leasing of the Premises are merged in this Lease, which alone
fully and completely expresses their agreement. The Riders (if any) and Exhibits
annexed to this Lease and the Construction Agreement are hereby incorporated
herein and made a part hereof.




<PAGE>   32
SECTION 20.2. NO WAIVER OR MODIFICATION. The failure of Landlord or Tenant to
insist in any instance upon the strict keeping, observance or performance of any
covenant or agreement contained in this Lease or to exercise any election herein
contained shall not be construed as a waiver or relinquishment for the future of
such covenant or agreement, but the same shall continue and remain in full force
and effect. No waiver or modification by either Landlord or Tenant of any
covenant or agreement contained in this Lease shall be deemed to have been made
unless the same is in writing executed by the party whose rights are being
waived or modified. No surrender of possession of any part of the Premises shall
release Tenant from any of its obligations hereunder unless accepted in writing
by Landlord. The receipt and retention by Landlord, and the payment by Tenant,
of Fixed Monthly Rent or Additional Rent with knowledge of the breach of any
covenant or agreement contained in this Lease shall not be deemed a waiver of
such breach by either Landlord or Tenant.

SECTION 20.3. TIME OF THE ESSENCE. Time is of the essence of this Lease and of
all provisions hereof, except in respect to the delivery of possession of the
Premises at the Commencement Date.

SECTION 20.4. FORCE MAJEURE. For the purposes of this Lease, "Force Majeure"
shall be defined as any or all prevention, delays or stoppages and/or the
inability to obtain services, labor, materials or reasonable substitutes
therefor, when such prevention, delay, stoppage or failure is due to strikes,
lockouts, labor disputes, acts of God, governmental actions, civil commotion,
fire or other casualty, and/or other causes beyond the reasonable control of the
party obligated to perform, except that Force Majeure may not be raised as a
defense for Tenant's non-performance of any obligations imposed by the Lease
with regard to the payment of Fixed Monthly Rent and/or Additional Rent.

    Notwithstanding anything to the contrary contained in this Lease, Force
Majeure shall excuse the performance of such party for a period equal to any
such prevention, delay, stoppage or inability. Therefore, if this Lease
specifies a time period for performance of an obligation by either party, that
time period shall be extended by the period of any delay in such party's
performance caused by a Force Majeure.

SECTION 20.5. BROKER. Landlord and Tenant represent to one another that each has
dealt with no broker in connection with this Lease other than DOUGLAS, EMMETT &
COMPANY AND JULIEN J. STUDLEY, Inc. Landlord and Tenant shall hold one another
harmless from and against any and all liability, loss, damage, expense, claim,
action, demand, suit or obligation arising out of or relating to a breach by the
indemnifying party of such representation. Landlord agrees to pay all
commissions due to the brokers listed above created by Tenant's execution of
this Lease.

SECTION 20.6. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of California.

SECTION 20.7. SUBMISSION OF LEASE. Whether or not rental deposits have been
received by Landlord from Tenant, and whether or not Landlord has delivered to
Tenant an unexecuted draft version of this Lease for Tenant's review and/or
signature, no contractual or other rights shall exist between Landlord and
Tenant with respect to the Premises, nor shall this Lease be valid and/or in
effect until this Lease has been fully executed and a duplicate original of said
fully-executed Lease has been delivered to both Landlord and Tenant.

    The submission of this Lease to Tenant shall be for examination purposes
only, and does not and shall not constitute a reservation of or an option for
Tenant to lease, or otherwise create any interest by Tenant in the Premises or
any other offices or space situated in the Building. Execution of this Lease by
Tenant and its return to Landlord shall not be binding upon Landlord,
notwithstanding any time interval, until Landlord has in fact executed and
delivered a fully-executed duplicate original of this Lease to Tenant. Landlord
and Tenant agree hereby to authorize transmission of all or portions of
documents, including signature lines thereon, by facsimile machines, and further
authorize the other party to rely conclusively upon such facsimile transmissions
as if the original had been received.

SECTIONS 20.8. CAPTIONS. The captions in this Lease are for convenience only and
shall not in any way limit or be deemed to construe or interpret the terms and
provisions hereof.

SECTION 20.9. SINGULAR AND PLURAL, ETC. The words "Landlord" and "Tenant", as
used herein, shall include the plural as well as the singular. Words used in the
masculine gender include the feminine and neuter. If there be more than one
Landlord or Tenant the obligations hereunder imposed upon Landlord and Tenant
shall be joint and several.

SECTION 20.10. INDEPENDENT COVENANTS. Except where the covenants contained in
one Article of this Lease are clearly affected by or contingent upon fulfillment
by either party of another Article or paragraph of this Lease, this Lease shall
be construed as though the covenants herein between Landlord and Tenant are
independent and not dependent and Tenant hereby expressly waives the benefit of
any statute to the contrary and agrees that if Landlord fails to perform its
obligations set forth herein, Tenant shall not be entitled to make any repairs
or perform any actions hereunder at Landlord's expense or to any set-off of the
Rent or other amounts owing hereunder against Landlord; provided, however, that
the foregoing shall in no way impair the right of Tenant to commence a separate
action against Landlord for the violation by Landlord of the provisions hereof
so long as notice is first given to Landlord and any holder of a mortgage or
deed of trust covering the Building, Real Property or any portion thereof, of
whose address Tenant has theretofore been notified, and an opportunity is
granted to Landlord and such holder to correct such violations as provided
above.

<PAGE>   33


SECTION 20.11. SEVERABILITY. If any covenant or agreement of this Lease or the
application thereof to any person or circumstance shall be held to be invalid or
unenforceable, then and in each such event the remainder of this Lease or the
application of such covenant to any other person or any other circumstance shall
not be thereby affected, and each covenant and agreement hereof shall remain
valid and enforceable to the fullest extent permitted by law.

SECTION 20.12. WARRANTY OF AUTHORITY. If Landlord or Tenant signs as a
corporation or a partnership, each of the persons executing this Lease on behalf
of Landlord or Tenant hereby covenant and warrant that each is a duly authorized
and existing entity, that each has and is qualified to do business in
California, that the persons signing on behalf of Landlord or Tenant have full
right and authority to enter into this Lease, and that each and every person
signing on behalf of either Landlord or Tenant are authorized to do so. If
either party hereto is a corporation, said party shall affix the appropriate
corporate seal to each area on the document where request therefore is noted,
and the other party shall be entitled to conclusively presume that by doing so
the party so affixing said seal is attesting to and ratifying this Lease.

SECTION 20.13. NO REPRESENTATIONS OR WARRANTIES. Neither Landlord nor Landlord's
agents or attorneys have made any representations or warranties with respect to
the Premises, the Building or this Lease, except as expressly set forth herein,
and no rights, easements or licenses are or shall be acquired by Tenant by
implication or otherwise.

SECTION 20.14. NO JOINT VENTURE OR PARTNERSHIP. This Lease shall not be deemed
or construed to create or establish any relationship of partnership or joint
venture or similar relationship or arrangement between Landlord and Tenant
hereunder.

SECTION 20.15. TENANT'S OBLIGATIONS AT ITS SOLE EXPENSE. Notwithstanding the
fact that certain references in this Lease to acts required to be performed by
Tenant hereunder, or to breaches or defaults of this Lease by Tenant, omit to
state that such acts shall be performed at Tenant's sole expense, or omit to
state that such breaches or defaults by Tenant are material, unless the context
clearly implies to the contrary each and every act to be performed or obligation
to be fulfilled by Tenant pursuant to this Lease shall be performed or fulfilled
at Tenant's sole expense, and all breaches or defaults by Tenant hereunder shall
be deemed material.

SECTION 20.16. ATTORNEYS' FEES. If litigation is instituted between Landlord and
Tenant, the cause for which arises out of or in relation to this Agreement, the
prevailing party in such litigation shall be entitled to receive its costs (not
limited to court costs), expenses and reasonable attorneys' fees from the
non-prevailing party as the same may be awarded by the court.

SECTION 20.17. WAIVER OF TRIAL BY JURY. In the interest of saving time and
expense, Landlord and Tenant hereby consent to trial without a jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other or their successor-in-interest in respect to any matters
arising out of or relating to this Lease.

SECTION 20.18. NO MERGER. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord terminate all or any existing subleases or subtenancies,
or may, at the option of Landlord, operate as an assignment to it of any or all
such subleases or subtenancies.

SECTION 20.19. PROHIBITION AGAINST RECORDING. Except as provided in Section 14.3
of this Lease, neither this Lease, nor any memorandum, affidavit or other
writing with respect thereto, shall be recorded by Tenant or by anyone acting
through, under or on behalf of Tenant, and the recording thereof in violation of
this provision shall make this Lease null and void at Landlord's election.

SECTION 20.20. HAZARDOUS WASTE. Tenant specifically agrees that, except for such
limited quantities of office materials and supplies as are customarily used in
Tenant's normal business operations, Tenant shall not engage or permit at any
time, any operations or activities upon, or any use or occupancy of the
Premises, or any portion thereof, for the purpose of or in any way involving the
handling, manufacturing, treatment, storage, use, transportation, spillage,
leakage, dumping, discharge or disposal (whether legal or illegal, accidental or
intentional) of any hazardous substances, materials or wastes, or any wastes
regulated under any local, state or federal law.

    Tenant shall, during the Term, remain in full compliance with all applicable
laws governing its use and occupancy of the Premises, including, without
limitation, the handling, manufacturing, treatment, storage, disposal,
discharge, use, and transportation of hazardous substances, materials or wastes,
and any wastes regulated under any local, state or federal law. Tenant will
remain in full compliance with the terms and conditions of all permits and
licenses issued to it by any governmental authority on account of any or all of
its activities on the Premises.




<PAGE>   34


SECTION 20.21. TRANSPORTATION MANAGEMENT. Tenant shall, at Tenant's sole
expense, fully comply with all present or future programs intended to manage
parking, transportation or traffic in and around the Building, when the same
have been mandated by an outside governmental authority having jurisdiction
therefor and not when required for the convenience of Landlord.

    In connection therewith, Tenant shall be responsible for the transportation
planning and management for all of Tenant's employees while located at the
Premises, by working directly with Landlord, any governmental transportation
management organization or any other transportationrelated committees or
entities reasonably designated by Landlord. Such programs may include, without
limitation:

a)  restrictions on the number of peak-hour vehicle trips generated by Tenant;

b)  requirements for increased vehicle occupancy;



<PAGE>   35

c)    implementing an in-house ride-sharing program and/or appointing an
      employee transportation coordinator;

d)    working with employees of any Building (or area-wide) ridesharing program
      manager;

e)    instituting employer-sponsored incentives (financial or in-kind) to
      encourage employees to ridesharing; and

f)   utilizing flexible work shifts for employees.

SECTION 20.22. SIGNAGE. Tenant may not install, inscriber paint or affix any
awning, shade, sign, advertisement or notice on or to any part of the outside or
inside of the Building, or in any portion of the Premises visible from the
outside of the Building or common areas without Landlord's prior written
consent, which shall not be unreasonably withheld, conditioned or delayed.

    Additionally, provided Tenant deposits with Landlord an additional
$1,000.00, to be held by Landlord as a supplemental Security Deposit, Tenant may
install one (1) exterior eyebrow sign and one (1) panel for the existing pylon
sign, each to be designed and located in a manner compatible with the Building
design and other signage, as determined and approved in the sole discretion of
Landlord, in writing, in advance, based on detailed sign plans to be submitted
to Landlord by Tenant, and subject to Tenant's obligation to comply with all
applicable governmental requirements with regard to such signage and the
requirements set forth in the attached Exhibit D.

    All signage and/or directory listings installed on behalf of Tenant, whether
installed in, on or upon the public corridors, doorways, Building directory
and/or parking directory (if any), or in any other location whatsoever visible
outside of the Premises, shall be installed by Landlord, at Tenant's sole
expense (but limited to a reasonable cost for such item(s)).

    Tenant's identification on or in any common area of the Building shall be
limited to Tenant's name and suite designation, and in no event shall Tenant be
entitled to the installation of Tenant's logo in any portion of the Building or
common areas, except as specifically set forth herein. Furthermore, the size,
style, and placement of letters to be used in any of Tenant's signage shall be
determined by Landlord, in Landlord's sole discretion (which discretion shall
not be exercised in a discriminatory manner with regard to Tenant), in full
conformance with any signage program for the Building. Additionally, Tenant
shall be entitled to one (1) listing on the Building directory, or any parking
directory ancillary thereto, which shall only show Tenant's business name and
suite designation. Tenant shall also be entitled to a maximum of five (5)
additional listings on said Building and/or parking directory, which listings
shall be limited solely to Tenant's officers, employees, subsidiaries,
affiliates and/or sublessees, if any. All of said listings shall be subject to
Landlord's prior written approval, which shall not be unreasonably withheld,
conditioned or delayed.

SECTION 20.23. DISCLOSURE. Landlord and Tenant acknowledge that principals of
Landlord have a financial interest in Douglas Emmett Realty Advisors and P.L.E.
Builders.

SECTION 20.24. CONFIDENTIALITY. Landlord and Tenant agree that the covenants and
provisions of this Lease shall not be divulged to anyone not directly involved
in the management, administration, ownership, lending against, or subleasing of
the Premises, which permitted disclosure shall include, but not be limited to,
the board members, legal counsel and/or accountants of either Landlord or
Tenant.

                                   ARTICLE 21
                                     PARKING

SECTION 21.1. PARKING. Throughout the Term, Tenant shall purchase and assign to
its employees monthly parking permits up to the maximum number of permits set
forth in Section 21.1 of the Basic Lease Information ("BLI"). Except as
otherwise permitted by Landlord's management agent in its reasonable discretion,
and based on the availability thereof, in no event shall Tenant be entitled to
purchase more than the maximum nor less than fifty percent (50%) of the total
number of parking permits listed in the BLI. However, to the minimum limit
specified hereinabove, Tenant may decrease the total number of parking permits
purchased pursuant to this Article 21 at any time during the Term after Tenant
has given Landlord at least thirty (30) days prior written notice of such
reduction.

    Furthermore, if additional parking permits are available on a month-to-month
basis, which determination shall be in the sole discretion of Landlord's parking
agent, Tenant shall be permitted to purchase one or more of said permits on a
first-come, first-served basis.

    At any time that Tenant either elects to purchase less than the total number
of permits to which Tenant is entitled, or fails to pay for the total number of
parking permits to which Tenant is entitled, Tenant shall lose the right to
purchase any additional parking permits beyond those that had been purchased
and/or paid for by Tenant the calendar month immediately preceding the date of
such loss, until the expiration of sixty (60) days prior written notice given
from Tenant to Landlord, indicating Tenant's intention to reclaim one or more of
said lost parking permits, at which time, to the extent that Landlord has not
already leased one or more of the parking permits Tenant had previously
surrendered to another occupant of the Building on a long-term basis, Landlord
shall restore the total number of parking permits contained in Tenant's written
notice to Landlord.

    The initial rates to be paid by Tenant for such permits shall be: $77.00 per
single unreserved permit and $132.00 per single reserved permit per month,
including the ten percent (10%) tax currently charged by the City of Los
Angeles.

    Said parking permits shall allow Tenant to park in the Building parking
facility at the prevailing monthly parking rate then in effect, which rate may
be thereafter changed from time to time, in Landlord's sole discretion. Landlord
shall retain sole discretion to designate the location of each parking space,
and whether it shall be assigned, or unassigned, unless specifically agreed to
otherwise in writing between Landlord and Tenant.


                                       29
<PAGE>   36





    Guests and invitees of Tenant shall have the right to use, in common with
guests and invitees of other tenants of the Building, the transient parking
facilities of the Building at the then-posted parking rates and charges, or at
such other rate or rates and charges as may be agreed upon from time to time
between Landlord and Tenant in writing. Such rate(s) or charges may be changed
by Landlord from time to time in Landlord's sole discretion, and shall include,
without limitation, any and all fees or taxes relating to parking assessed to
Landlord for such parking facilities.

    Tenant or Tenants agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders continued use or said
transient. as well as monthly parking, shall be contingent upon Tenant and
Tenant's agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders continued compliance with the
reasonable and non-discriminatory rules and regulations adopted by Landlord,
which rules and regulations may change at any time or from time to time during
the Term hereof in Landlord's sole discretion.

                                   ARTICLE 22
                               CONCIERGE SERVICES

SECTION 22.1. PROVISION OF SERVICES. Landlord and Tenant acknowledge and
understand that Landlord may, from time to time, make it possible for Tenant to
use or purchase a variety of personal services which may include, but not be
limited to, personal shopping, assistance with choosing or obtaining travel
reservations, accommodations and/or tickets; tickets to performances,
recommendations to eating establishments; and the like (collectively "Concierge
Services").

    Tenant acknowledges that said Concierge Services are provided by Landlord
solely as an accommodation to and for the convenience of Tenant and Tenant's
agents, contractors, directors, employees, licensees, officers, partners or
shareholders, and Landlord does not make any representation, warranty or
guarantee, express or implied, as to the quality, value, accuracy, or
completeness of said Concierge Services, or whether or not Tenant shall be
satisfied with the services and/or goods so provided and/or recommended.
Landlord hereby disclaims any control over the variety or sufficiency of such
services to be provided.

    Tenant acknowledges that Tenant is not required to use such Concierge
Services as a condition precedent to compliance with the Lease; that Tenant's
use of such Concierge Services is strictly voluntary, and at the sole discretion
and control of Tenant. Tenant shall independently make such financial
arrangements for payment of the services provided as Tenant deems reasonable and
of value.

SECTION 22.2. INDEMNIFICATION AND RELEASE BY TENANT. Notwithstanding anything to
the contrary contained in the Lease, any city, county, state or federal
ordinance, statute, regulation or law, Tenant's signature hereon indicates
Tenant's agreement that solely as it relates to the purchase or use of Concierge
Services by Tenant or the agents, contractors, employees, officers, partners,
and/or shareholders of Tenant, Tenant, on behalf of itself and its agents,
contractors, directors, employees, licensees, officers, partners or
shareholders, does and shall hereby forever hold Landlord and Landlord's
affiliates, agents, assigns, contractors, directors, employees, officers, parent
organization, partners, representatives, shareholders, and subsidiaries
(collectively the "Indemnitees") harmless from and forever release, remise,
discharge, acquit and relieve the Indemnitees from and against any and all
claims, demands, causes of action, obligations, liabilities, agreements,
damages, cost (including, without limitation, reasonable attorneys' fees), loss,
or liability of any kind or nature, whether asserted, known or unknown,
suspected or unsuspected, in any way connected with, which any one or more of
the Indemnitees may sustain or incur by reason of, related to, associated with,
or arising out of the provision, use or the rendering of any such Concierge
Services or the delivery of such Concierge Services to Tenant or Tenant's
agents, clients, contractors, directors, employees, invitees, licensees,
officers, partners or shareholders.

    Solely as it relates to the purchase or use of Concierge Services by Tenant
or the agents, contractors, employees, officers, partners, and/or shareholders
of Tenant, Tenant hereby expressly waives all rights and benefits conferred by
the provisions of Section 1542 of the Civil Code of the State of California,
which reads as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND WHICH, IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

    In so doing, Tenant acknowledges that it will be unable to make any claim
against Landlord or any other Indemnitees for damages that may exist as of the
date or after the date of this release, but which Tenant does not know to exist,
and which, if known, would materially have affected Tenant's decision to execute
this document, regardless of whether Tenant's lack of knowledge, if any, is the
result of ignorance, oversight, error, negligence or other cause.

                                   ARTICLE 23
                              OPTION TO EXTEND TERM

SECTION 23.1. OPTION TO EXTEND TERM. Provided Tenant is not in material default
after the expiration of notice and the opportunity to cure on the date or at any
time during the remainder of the Term after Tenant gives notice to Landlord of
Tenant's intent to exercise its rights pursuant to this Article 23, Tenant is
given the option to extend the term for an additional Five (5) year period (the
"Extended Term"), commencing the next calendar day after the expiration of the
Term (the "Option"). The Option shall apply only to the entirety of the
Premises, and Tenant shall have no right to exercise the Option as to only a
portion of the Premises.


                                       30
<PAGE>   37



   Tenant's exercise of this Option is contingent upon Tenant giving written
notice to Landlord (the Option Notice") of Tenant's election to exercise its
rights pursuant to this Option by Certified Mail, Return Receipt Requested, no
more than twelve (12) and no less than nine (9) months prior to the Termination
Date.

SECTION 23.2. MONTHLY FEED RENT PAYABLE. As Monthly Fixed Rent during the
Extended Term, Tenant shall pay Landlord the greater of the Monthly Fixed Rent
due from Tenant for the month immediately preceding the expiration of the
initial Term or the then Fair Market Value of the Premises for the Extended
Term. The term Fair Market Value shall be defined as the effective rent
reasonably achievable by Landlord, and shall include but not be limited to, all
economic benefits obtainable by Landlord, such as Monthly Fixed Rent, periodic
Fixed Rent adjustments, Additional Rent in the form of Operating Expense
reimbursements, and any and all other monetary or non-monetary consideration
that may be given in the market place to a non-renewal tenant, as is chargeable
for a similar use of comparable space in the geographic area of the Premises.

    Said computation shall specifically be based on the Premises in its "as-is"
condition, without payment of any brokerage commission to any broker. If either
Landlord or Tenant elect to have a broker represent them during negotiations for
extension of the Term, and/or Tenant requests the installation of any further
improvements into the Premises, the cost of such improvements to be made and/or
commissions to be paid shall be amortized over the Extended Term on a
straight-line basis, with interest thereon at ten percent (10%), by
appropriately increasing the Fair Market Value previously determined.

    Landlord and Tenant shall have 30 days (the "Negotiation Period") after
Landlord receives the Option Notice in which to agree on the Fair Market Value.
If Landlord and Tenant agree on the Fair Market Value during the Negotiation
Period, they shall immediately execute an amendment to the Lease extending the
Term and stating the Fair Market Value.

SECTION 24.3 APPRAISERS TO SET FIXED RENT. If Landlord and Tenant are unable to
agree on the Fair Market Value during the Negotiation Period, then:

a)  Within five (5) days after the expiration of the Negotiation Period, Tenant
    shall have the right to void the Option Notice by hand delivery of written
    notice (the "Termination Notice") to Landlord within such five (5) days
    period, and the Lease shall expire on the Termination Date; or

b)  If the Termination Notice is not timely delivered by Tenant, Landlord and
    Tenant, each at its own cost, shall select an independent real estate
    appraiser with at least ten (10) years full-time commercial appraisal
    experience in the area in which the Premises are located, and shall provide
    written notice to the other party of the identity and address of the
    appraiser so appointed. Landlord and Tenant shall make such selection within
    ten (10) days after the expiration of the Negotiation Period.

c)  Within thirty (30) days of having been appointed to do so (the "Appraisal
    Period"), the two (2) appraisers so appointed shall meet and set the Fair
    Market Value for the Extended Term. In setting the Fair Market Value, the
    appraisers shall solely consider the use of the Premises for general of flee
    purposes.

SECTION 23.4 FAILURE BY APPRAISERS TO SET FAIR MARKET VALUE. If the two (2)
appointed appraisers are unable to agree on the Fair Market Value within ten
(10) days after expiration of the Appraisal Period, they shall elect a third
appraiser of like or better qualifications, and who has not previously acted in
any capacity for either Landlord or Tenant. Landlord and Tenant shall each bear
one half of the costs of the third appraiser's fee.

    Within 30 days after the selection of the third appraiser (the "Second
Appraisal Period") the Fair Market Value for the Extended Term shall be set by a
majority of the appraisers now appointed.

    If a majority of the appraisers are unable to set the Fair Market Value
within the Second Appraisal Period, the three (3) appraisers shall individually
render separate appraisals of the Fair Market Value, and their three (3)
appraisals shall be added together, then divided by three (3); resulting in an
average of the appraisals, which shall be the Fair Market Value during the
Extended Term.

    However, if the low appraisal or high appraisal varies by more than Ten
Percent (10%) from the middle appraisal, then one ( 1 ) or both shall be
disregarded. If only one ( 1 ) appraisal is disregarded, the remaining two (2)
appraisals shall be added together and their total divided by two (2), and the
resulting average shall be the Fair Market Value. If both the low and high
appraisal are disregarded, the middle appraisal shall be the Fair Market Value
for the Premises during the Extended Term. The appraisers shall immediately
notify Landlord and Tenant of the Fair Market Value so established, and Landlord
and Tenant shall immediately execute an amendment to the Lease, extending the
Term and revising the Fixed Rent payable pursuant to the Fair Market Value so
established.

    Landlord or Tenant's failure to execute such amendment establishing the Fair
Market Value within fifteen (15) days after the other party's request therefor
shall constitute a material default under the Lease. and if Tenant is the party
failing to so execute, this Option shall become null and void and of no further
force or effect.

SECTION 23.5. NO RIGHT OF REINSTATEMENT OR FURTHER EXTENSION. Once Tenant has
either failed to exercise its rights to extend the term pursuant to this Article
24 or failed to execute the amendment called for hereunder, it shall have no
right of reinstatement of its Option to Extend the Term, nor shall Tenant have
any right to a further or second extension of the Term beyond the period stated
in Section 23.1 hereinabove.

SECTION 23.6. NO ASSIGNMENT OF OPTION. This Option is personal to the original
Tenant signing the Lease, and shall be null, void and of no further force or
effect as of the date that Tenant assigns the



                                       31


<PAGE>   38


Lease to an unaffiliated entity and/or subleases more than forty-nine percent
(49%) of the total Rentable Area of the Premises.

                                   ARTICLE 24
                                    RIGHT OF FIRST OFFER
SECTION 24.1. RIGHT OF FIRST OFFER.

a)  Subject to any pre-existing rights of first otter and/or refusal which
    Landlord or Landlord s predecessors may have granted other tenants in the
    Building at the time this Lease is executed; and

b)  Provided Tenant is not in material uncured default after the expiration of
    time and the opportunity to cure as of the date or any time after Tenant
    renders to Landlord Tenant's Expansion Notice; and

c)  At least eighteen (18) months remain before expiration of the Term of this
    Lease, or Tenant iswilling to enter into an extension of the Term for a
    minimum of eighteen (18) additional months;

    then, Landlord grants Tenant a one-time right of first offer to lease Suite
145 on the ground floor of the Building (the "Expansion Premises") as shown on
the attached Exhibit A, if it is vacant and available for rent during the Term
of this Lease, including any extension thereof, as follows:

    If Suite 145 is available for lease at any time during the term, or Extended
Term, if any, of this Lease, Landlord shall give written notice thereof (the
"Offer Notice") to Tenant, specifying the terms and conditions upon which
Landlord is willing to lease the Expansion Premises then available.

SECTION 24.2 TENANT'S ACCEPTANCE. Tenant shall have ten (10) business days after
receipt of the Offer Notice from Landlord to advise Landlord of Tenant's
election (the "Acceptance") to lease the Expansion Premises on the same terms
and conditions as Landlord has specified in its Offer Notice. If the Acceptance
is so given, then within ten (10) days thereafter, Landlord and Tenant shall
sign an amendment to this Lease, adding the Expansion Premises to the Premises
and incorporating all of the terms and conditions originally contained in
Landlord's Offer Notice.

SECTION 24.3 FAILURE TO ACCEPT EXTINGUISHES RIGHTS. If Tenant does not tender
the Acceptance of Landlord's Offer Notice, or if Landlord and Tenant fail to
execute the amendment to Lease called for above within the time period
specified, then Landlord may lease such portion of the Expansion Premises as is
then available to any third party it chooses without liability to Tenant on
terms and conditions reasonably similar to those specified in Landlord's Offer
Notice, and Tenant's option to expand into that portion of the Expansion
Premises not accepted by Tenant shall be null and void thereafter.

                                   ARTICLE 25
                                GUARANTY OF LEASE

GUARANTY OF LEASE. Stan Lee, an individual, whose Social Security number is
###-##-####, and whose home address is 9143 Oriole Way, Los Angeles, California
90069 ("Guarantor"), as a material inducement to and in consideration of
Landlord entering into this Lease with Tenant, unconditionally guarantees and
promises to and for the benefit of Landlord that Tenant shall perform the
provisions of the Lease that Tenant is to perform.

    If Guarantor is more than one person, Guarantor's obligations are joint and
several and are independent of Tenant's obligations. A separate action may be
brought or prosecuted against any Guarantor whether the action is brought or
prosecuted against any other Guarantor or Tenant, or all, or whether any other
Guarantor or Tenant, or all, are joined in the action.

    The provisions of the Lease may be changed by agreement between Landlord and
Tenant at any time, or by course of conduct, without the consent of or notice to
Guarantor, and this Guaranty shall guarantee the performance of the Lease as
changed. An assignment of this Lease (as permitted by the Lease) shall not
affect this Guaranty, nor shall this Guaranty be affected-by Landlord's failure
or delay to enforce any of its rights.

    If Tenant defaults under the Lease, Landlord can proceed immediately against
Guarantor or Tenant, or both, or Landlord can enforce against guarantor or
Tenant, or both, any rights that it has under the Lease, or pursuant to
applicable laws. If the Lease terminates and Landlord has any rights it can
enforce against Tenant after termination, Landlord can enforce those rights
against Guarantor without giving previous notice to Tenant or Guarantor, or
without making any demand on either of them.

Guarantor waives the right to require Landlord to:

a)   proceed against Tenant;

b)  proceed against or exhaust any security that Landlord holds from Tenant; or
    c) pursue any other remedy in Landlord's power.

    Guarantor waives any defense by reason of any disability of Tenant, and
waives any other defense based on the termination of Tenant's liability from any
cause. Until all Tenant's obligations to Landlord have been discharged in full,
Guarantor has no right of subrogation against Tenant. Guarantor waives its right
to enforce any remedies that Landlord now has, or later may have, against
Tenant. Guarantor waives any right to participate in any security now or later
held by Landlord. Guarantor waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
and notices of acceptance of this Guaranty, and waives all notices of the
existence, creation, or incurring of new or additional obligations.

                                       32



<PAGE>   39

    If Landlord disposes of-its interest in the Lease, "Landlord," as used in
this Guaranty, shall mean Landlord's successors, and Guarantor's obligations
under this Guaranty shall be binding on Guarantees successors or assigns. ~

    This Guaranty of Lease will continue unchanged by any bankruptcy,
reorganization or INSOLVENCY of Tenant or any successor or assignee thereof or
by any disaffirmance or abandonment by a trustee of Tenant. The bankruptcy.
reorganization or insolvency of one or more of the undersigned or a default
hereunder by one or more or the undersigned shall nor affect the obligations of
the other undersigned party or parties under this Guaranty. Each of the
undersigned hereby waives notice of ANY DEMAND BY Landlord as well as any notice
of nonpayment of rent or other default under the Lease by Tenant. If notice is
given to any of the undersigned, it shall constitute notice to each of the
undersigned.

    If any party hereto incurs costs or attorneys' fees in connection with any
legal proceeding involving the enforcement or interpretation of the rights or
obligations of the undersigned under this Guaranty of Lease, or to enforce any
provisions under the Lease, including Landlord's instituting an unlawful
detainer action to obtain possession of the Premises, the prevailing party to
such action shall be entitled to receive said party's costs and reasonable
attorneys' fees, regardless of whether such proceeding is prosecuted to
judgment.

           IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Lease, effective the day and year first above written.

<TABLE>
<S>                                                  <C>
 LANDLORD:                                           TENANT:
 DOUGLAS EMMETT REALTY FUND 1997,                    STAN LEE MEDIA, [ - ,
 a California limited partnership                    a Delaware corporation)

 By:    DOUGLAS,EMMETT & COMPANY,                    By: /s/ Gill Champion
        its agent                                        ----------------------------
                                                     Signer's Name: Gill Champion
                                                     [ ] President  [X] Vice President or [ ] Chief Executive Officer
                                                     (Check Title Above)
 By:    /s/ Kenneth Panzer                                            and
        -------------------------
        Kenneth Panzer
 Dated: September 27, 1999                           By: /s/ Stephen M. Gordon
                                                         ----------------------------
                                                     Signer's Name: Stephen M. Gordon
                                                     [ ] Secretary [X] Treasurer or [ ] Chief Financial Officer
                                                                          (Check Title Above)
</TABLE>

                            AFFIX CORPORATE SEAL HERE

                                   Guarantor:
                                  /s/ Stan Lee
                            -----------------------
                            Stan Lee, an individual

                            Date: September 24, 1999


                                       33
<PAGE>   40
                            EXHIBIT A- PREMISES PLAN

         Suite 100 at 15821 Ventura Boulevard, Encino, California 91436

                 Rentable Area: approximately 7,442 square feet
                   Usable Area: approximately 6207 square feet
        (Measured pursuant to the provision of Section 1.4 of the Lease)



                              [SUITE 145 DRAWING]



<PAGE>   41

                                    EXHIBIT B
                       IMPROVEMENT CONSTRUCTION AGREEMENT
           CONSTRUCTION TO BE PERFORMED BY LANDLORD WITH AN ALLOWANCE

SECTION 1. COMPLETION OF IMPROVEMENTS. Landlord, through its general contractor
("Contractor"), shall furnish and install within the Premises those items of
general construction, shown on the final Plans and Specifications approved by
Landlord and Tenant pursuant to the Schedule of Approvals below, in compliance
with all applicable codes and regulations, and complete any construction
required in the common areas of the Building when such construction is required
by or arises out of completion of the Improvements (collectively the
"Improvements").

    The definition of Improvements shall include all costs associated with
completing the Tenant Improvements, including but not limited to, space
planning, design, architectural, and engineering fees, contracting, labor and
material costs, municipal fees and permit costs, and document development and/or
reproduction.

    Tenant acknowledges and agrees that any change in the scope of work or
details of construction after Tenant's sign off of the finalized working
drawings shall constitute a "Tenant Change," the costs of which Tenant shall pay
pursuant to the provisions of Subsection 2 (d) hereinbelow.

SECTION 2. LANDLORD'S ALLOWANCE.

a)  Tenant shall bear all costs of construction of the Improvements in excess of
    the Allowance, and shall deposit such excess costs with Landlord pursuant to
    the provisions of Subsection 2 (d) hereinbelow. Landlord shall have no
    obligation whatsoever to commence construction of the Improvements until
    such time as Tenant has deposited the excess costs of construction, and
    Tenant's failure to make such deposit timely, as required, shall be assessed
    against Tenant as a Tenant delay, pursuant to the provisions contained in
    subsection 2 (e).

b)  Landlord shall contribute a maximum sum of $20.00 per Usable square foot
    contained in the Premises (the "Allowance") which may solely be applied
    towards completion of the Improvements, and which Landlord shall pay
    directly to Contractor for Tenant's account.

c)  Prior to commencing construction of the Improvements, Landlord shall submit
    to Tenant a written statement showing the total anticipated cost of the
    Improvements, which statement shall include Contractor's estimated charges
    for general conditions, overhead and profit (which shall in no event exceed,
    in the aggregate, twelve percent (12%) of the total cost of the
    Improvements) and an estimate of all other costs, including a five percent
    (5%) administrative fee payable to the managing agent of Landlord for
    supervision of completion of the construction. Landlord shall require
    Contractor to obtain competitive bids from a minimum of three (3)
    sub-contractors for each trade involved in the construction of the
    Improvements, except with regard to any portion affecting the Building's
    mechanical, electrical or plumbing systems, which aspects shall nonetheless
    be required to be competitively priced.

    Tenant's failure to give written approval of such statement within five (5)
working days after submission thereof shall be conclusively deemed a disapproval
of such statement, and Contractor shall not commence the Improvements. Any delay
of Tenant, after the expiration of ten (10) days from receipt of Landlord's
statement, to provide Landlord with a revised scope of work and written approval
of a revised cost statement therefor shall be considered a Tenant delay,
assessable against Tenant pursuant to the provisions of Subsection 2 (e)
hereinbelow.

d)  Tenant agrees to pay Landlord within five (5) working days after receipt of
    Landlord's billing for the estimated cost of all the Improvements in excess
    of the Allowance and/or for the actual costs of any Tenant Change. Tenant's
    failure to make such payment timely, as specified herein, shall release
    Landlord from any obligation to commence or continue construction of the
    Improvements, and each of Tenant's continued failure to make payment shall
    be treated as a Tenant delay, assessable against Tenant pursuant to the
    provisions of Subsection 2 (e) hereinbelow.

    Tenant hereby authorizes Landlord to pay Contractor interim payments from
the funds so deposited towards completion of the Improvements, except that
Landlord shall retain the sum of ten percent (10%) of the total cost of
Improvements, as revised by Tenant Changes, if any, until such time as:

(i)  Tenant has advised Landlord of its approval of completion of the
     Improvements, which approval shall not be unreasonably withheld,
     conditioned or delayed; or

(ii) Contractor has provided reasonable documentation that the Improvements,
     pursuant to the original scope of work, have been reasonably completed.

<PAGE>   42



                              EXHIBIT B (CONTINUED)
                       IMPROVEMENT CONSTRUCTION AGREEMENT

    Within thirty (30) business days after Contractor has reasonably completed
the Improvements, Landlord shall provide Tenant with a final statement,
indicating any difference between the estimated cost of the Improvements, the
final cost of the Improvements; any initial or interim payments made by Tenant
towards completion thereof; the amount of Allowance contributed and the balance
owing from or to Tenant. Any balance owed to Tenant shall be returned with such
statement, and any shortfall due Landlord shall be paid within five (5) days
after Tenant's receipt of Landlord's billing.

e)  Any delay caused by Tenant shall be a material breach of this Lease, and in
    addition to any other remedies available to Landlord hereunder, Tenant shall
    be assessed a penalty therefor, by decreasing the Allowance in an amount
    equal to the daily value of Monthly Fixed Rent, computed by dividing the
    Monthly Fixed Rent by 30 days, and multiplying this figure by the total
    number of days Tenant failed to perform as required hereunder.

f)  Landlord and Tenant agree that if the Improvements are actually constructed
    by Contractor at a cost which is less than the Allowance, there shall be no
    monetary adjustment between Landlord and Tenant and the cost savings shall
    accrue to the benefit of Landlord.

SECTION 3. PLANS AND SPECIFICATIONS. Tenant shall, through Landlord's architect
or space planner, provide such information and directions as are necessary to
complete the architectural and engineering Plans and Specifications required for
the construction of the Improvements. Tenant shall provide instructions to
Landlord's architect or space planner so as to meet the Schedule of Approvals
set forth in Paragraph 5 below. Notwithstanding Tenant's obligation to provide
instructions to Landlord's architect or space planner, all Plans and
Specifications referred to herein are subject to Landlord's approval, which
shall not be unreasonably withheld, conditioned or delayed.

SECTION 4. COMPLETION OF WORK NOT INCLUDED AS IMPROVEMENTS. Any work not shown
in the final construction Plans and Specifications, including but not limited
to, telephone service, furnishings, installation of Tenant's trade fixtures or
cabinetry (collectively "Tenant Work"), shall be separately contracted and paid
for by Tenant. Tenant shall obtain Landlord's written approval of Tenant's
suppliers and contractors prior to commencement of any Tenant Work.

    Landlord shall give reasonable access to Tenant's suppliers and contractors
so as to achieve timely completion of any Tenant Work. Notwithstanding
Landlord's obligation to provide such access, completion of all Tenant Work
shall be subject to Landlord's supervision, policies and procedures, and shall
be scheduled with Contractor and completed in such as manner as to not
unreasonably hinder or delay completion of the Improvements.

SECTION 5. SCHEDULE OF APPROVALS. Subject to Force Majeure, Tenant shall comply
with the following Schedule of Approvals:
<TABLE>
<CAPTION>

 EVENT                                                 TIME
------                                                 ----
<S>                                                    <C>
a)  Deadline by which Tenant shall have met
 with Landlord's space planner.                        Completed
 b)Deadline for space plan approval.                   Completed
 c)Deadline for notifying Landlord of Tenant's         September 20, 1999
 selection of finishes and materials.
 d)Deadline for Tenant's approval of final             October 1 1999
 Plans, Specifications and working drawings.
 e)Deadline for Tenant's approval of
 Landlord's cost estimate of Improvements.             October 11, 1999

</TABLE>

SECTION 6. CONSTRUCTION INSURANCE REQUIREMENTS. Contractor, at the its sole
expense, shall obtain and maintain public liability and workmen's compensation
insurance adequate to protect Tenant and Landlord from and against any and all
liability for death or injury to persons or damage to property caused in or
about the Premises by reason of completion of the Improvements.

    Tenant shall, at Tenant's sole expense, either obtain and maintain public
liability and workmen's compensation insurance adequate to fully protect
Landlord as well as Tenant from-and against any and all liability for death or
injury to persons or damage to property caused in or about the Premises by
reason completion of any Tenant Work, or shall cause Tenant's contractors or
subcontractors to provide such insurance.


                                       B-2

<PAGE>   43



                             EXHIBIT B (CONTINUED) O
                      IMPROVEMENT CONSTRUCTION AGREEMENT

SECTION 7. COMPLETION OF PUNCH LIST. Within twenty (20) days after occupancy of
the Premises, Tenant shall submit to Landlord a "punch list" of
Tenant,Improvement items that require repair or correction by Landlord. Provided
that said items were included within the original plans and/or part of change
orders to such plans approved by Landlord in writing, Landlord shall diligently
proceed to correct those items within thirty (30) days of receipt of Tenant's
list.

SECTION 8. CONSTRUCTION WARRANTIES. Landlord agrees that, subject to Tenant's
performance hereunder, Landlord shall complete the Improvements, and shall
correct any construction defects about which Tenant notifies Landlord in writing
within one (1) year following the Commencement Date. Tenant's right to repair of
any defect shall be extended for such longer period as may be covered by
warranties provided by Contractor or subcontractor(s).

<TABLE>
<CAPTION>
 LANDLORD:                                TENANT:
 --------                                 -------
<S>                                      <C>
 DOUGLAS EMMETT REALTY FUND 1997,         STAN LEE MEDIA, INC.,
 a California limited partnership         a Delaware Corporation

 By:    DOUGLAS, EMMETT & COMPANY,        By: /s/  GILL CHAMPION
        its agent                         Signer's Name:
                                          [ ] President [X] Vice President or [ ] Chief Executive Officer
 By: /s/   KENNETH PANZER                 (Check Title Above)
        Kenneth Panzer                    and

 Dated:                                   By: /s/  STEPHEN M. GORDON
                                           Signer's Name:
                                           [ ] Secretary  [X] Treasurer or [ ] Chief Financial Officer
                                           (Check Title Above)

                                           AFFIX CORPORATE SEAL

                                               Dated:

                                               GUARANTOR:
                                               /S/  STAN LEE
                                               Stan Lee, an individual

                                               Date:
</TABLE>


                                       B-3
<PAGE>   44


                                   EXHIBIT B1
                       CONSTRUCTION BY TENANT DURING TERM

1.  If Tenant wishes to make a Tenant Change, as specified in Section 12.12 of
    the Lease, such Tenant Change shall be completed pursuant to the provisions
    of Section 12.12. of the Lease and this Exhibit B1. Tenant shall bear all
    costs of said Tenant Change, which shall be paid directly to Tenant's
    general contractor ("Contractor"). Contractor shall complete construction
    to-the Premises pursuant to the final Plans and Specifications approved in
    writing by Landlord and Tenant (the "Tenant Chance"'. n compliance with all
    applicable codes and regulations. Tenant's selections of finishes and
    materials shall be indicated on the Plans and Specifications, and shall be
    equal to or better than the minimum Building standards and specifications.
    All work not shown on the final Plans and Specifications, but which is to be
    included in the Tenant Change, including but not limited to, telephone
    service installation, furnishings or cabinetry, shall be installed pursuant
    to Landlord's reasonable directives.

2.  Prior to commencing any work:

a)  Tenant's proposed Contractor and the Contractor's proposed subcontractors
    and suppliers shall be approved in writing by Landlord, which approval shall
    not be unreasonably withheld, conditioned or delayed. As a condition of such
    approval, so long as the same are reasonably cost competitive, then
    Contractor shall use Landlord's Heating, Venting, and Air-conditioning,
    plumbing, and electrical subcontractors for such work.

    During completion of any Tenant Change, neither Tenant or Contractor shall
    permit any subcontractors, workmen, laborers, material or equipment to come
    into or upon the Building if the use thereof, in Landlord's reasonable
    judgment, would violate Landlord's agreement with any union providing work,
    labor or services in or about the Building.

b)  Contractor shall submit to Landlord and Tenant a written bid for completion
    of the Tenant Change. Said bid shall include Contractor's overhead, profit,
    and fees, and, if the proposed Tenant Change is for cosmetic work in excess
    of $10,000 in aggregate value per occurrence or for structural work of any
    kind, Contractor shall:

    i) prepay to Landlord's managing agent $250.00 as partial payment of said
       managing agent's construction administration fee, as specified
       hereinbelow, and

    ii)upon completion of said Tenant Change, pay an administration fee for
       supervision of said Tenant Change equal to fifty dollars ($50.00) per
       hour, to a maximum of five percent (5%) of the total cost of the Tenant
       Change, to defray said agent's costs for supervision of the construction;

c)  Tenant or Contractor shall submit all Plans and Specifications to Landlord,
    and no work on the Premises shall be commenced before Tenant has received
    Landlord's final written approval thereof, which shall not be unreasonably
    withheld, delayed or conditioned;

d)  Contractor shall complete all architectural and planning review and obtain
    all permits, including signage, required by the city, state or county in
    which the Premises are located; and

e)  Contractor shall submit to Landlord verification of public liability and
    workmen's compensation insurance adequate to fully protect Landlord and
    Tenant from and against any and all liability for death or injury to persons
    or damage to property caused in or about or by reason of the construction of
    any work done by Contractor or Contractor's subcontractors or suppliers.

f)  Unless otherwise waived in writing by Landlord, which waiver shall be in
    Landlord's sole discretion, Contractor shall provide payment and performance
    bonds in an amount equal to 100% of the estimated amount of Tenant Change,
    as specified to Landlord pursuant to Paragraph 2 (b).

3.  Contractor and Contractor's subcontractors and suppliers shall be subject to
    Landlord's reasonable administrative control and supervision. Landlord shall
    provide Contractor and Contractor's subcontractors and suppliers with
    reasonable access to the Premises.

4.  During construction of the Tenant Change, Contractor shall adhere to the
    procedures contained hereinbelow, which represent Landlord's minimum
    requirements for completion of the Tenant Change.

5.  Upon completion of the Tenant Change, Tenant shall provide Landlord with
    such evidence as Landlord may reasonably request that the Contractor has
    been paid in full, and Contractor shall provide Landlord with lien releases
    as requested by Landlord, confirmation that no liens have been filed against
    the Premises or the Building. If any liens arise against the Premises or the
    Building as a result of the Tenant Change, Tenant shall immediately, at
    Tenant's sole expense, remove such liens and provide Landlord evidence that
    the title to the Building and Premises have been cleared of such liens.

6.  Whether or not Tenant or Contractor timely complete the Tenant Change,
    unless the Lease is otherwise terminated pursuant to the provisions
    contained therein, Tenant acknowledges and agrees that Tenant's obligations
    under the Lease to pay Fixed Monthly Rent and/or Additional Rent shall
    continue unabated.

                               CONSTRUCTION POLICY

    The following policies outlined are the construction procedures for the
Building. As a material consideration to Landlord for granting Landlord's
permission to Tenant to complete the construction contemplated hereunder, Tenant
agrees to be bound by and follow the provisions contained hereinbelow:

1.  ADMINISTRATION

a)  Contractors to notify the management office for the Building prior to
    starting any work. No EXCEPTIONS. All jobs must be scheduled by the general
    contractor or sub-contractor when no general contractor is being used.


                               EXHIBIT (CONTINUED)
                       CONSTRUCTION BY TENANT DURING TERM!

<PAGE>   45




b)  The general contractor is to provide the Building Manager with a copy of the
    projected work schedule for the suite, prior to the start of construction.

c)  Contractor will make sure that at least one set of drawings will have the
    Building Manager's initials approving the plans and a copy delivered to the
    Building Office.

d)  As-built construction. including mechanical drawings and air balancing
    reports will be submitted at the end of each project.

e)  The HVAC contractor is to provide the following items to the Building
    Manager upon being awarded the contract from the general contractor:

    i) A plan showing the new ducting layout, all supply and return air grille
    locations and all thermostat locations. The plan sheet should also include
    the location of any fire dampers.

    ii) An Air Balance Report reflecting the supply air capacity throughout the
    suite, which is to be given to the Chief Building Engineer at the finish of
    the HVAC installation.

f)  All paint bids should reflect a one-time touch-up paint on all suites. This
    is to be completed approximately five (5) days after move-in date.

g)  The general contractor must provide for the removal of all trash and debris
    arising during the course of construction. At no time are the building's
    trash compactors and/or dumpsters to be used by the general contractor's
    clean-up crews for the disposal of any trash or debris accumulated during
    construction. The Building Office assumes no responsibility for bins.
    Contractor is to monitor and resolve any problems with bin usage without
    involving the Building Office. Bins are to be emptied on a regular basis and
    NEVER allowed to overflow. Trash is to be placed in the bin.

h)  Contractors will include in their proposals all costs to include: parking,
    elevator service, additional security (if required), restoration of carpets,
    etc. Parking will be validated only if contractor is working directly for
    the Building Office.

i)  Any problems with construction per the plan, will be brought to the
    attention of and documented to the Building Manager. Any changes that need
    additional work not described in the bid will be approved in writing by the
    Building Manager. All contractors doing work on this project should first
    verify the scope of work (as stated on the plans) before submitting bids;
    not after the job has started.

2.  BUILDING FACILITIES COORDINATION

a)  All deliveries of material will be made through the parking lot entrance.
b)  Construction materials and equipment will not be stored in any area without
    prior approval of the Building Manager.
c)  Only the freight elevator is to be used by construction personnel and
    equipment. Under no circumstances are construction personnel with materials
    and/or tools to use the "passenger" elevators.

3.  HOUSEKEEPING

a)  Suite entrance doors are to remain closed at all times, except when hauling
    or delivering construction materials.

b)  All construction done on the property that requires the use of lobbies or
    common area corridors will have carpet or other floor protection. The
    following are the only prescribed methods allowed: i) Mylar: Extra
    heavy-duty to be taped from the freight elevator to the suite under
    construction. ii) Masonite: 1/4 inch Panel, Taped to floor and adjoining
    areas. All corners, edges and joints to have adequate anchoring to provide
    safe and "trip-free" transitions. Materials to be extra heavyduty and
    installed from freight elevator to the suite under construction.

c)  Restroom wash basins will not be used to fill buckets, make pastes, wash
    brushes, etc. If facilities are required, arrangements for utility closets
    will be made with the Building Office.

d)  Food and related lunch debris are not to be left in the suite under
    construction.

e)  All areas the general contractor or their sub-contractors work in must be
    kept clean. All suites the general contractor works in will have
    construction debris removed PRIOR to completion inspection. This includes
    dusting of all window sills, light diffusers, cleaning of cabinets and
    sinks. All common areas are to be kept clean of building materials at all
    times so as to allow tenants access to their suites or the building.

4.  CONSTRUCTION REQUIREMENTS

a)  All Life and Safety and applicable Building Codes will be strictly enforced
    (i.e. tempered glass, fire dampers, exit signs, smoke detectors, alarms,
    etc.). Prior coordination with the Building Manager is required.

b)  Electric panel schedules must be brought up to date identifying all new
    circuits added.

c)  All electrical outlets and lighting circuits are to be properly identified.
    Outlets will be labeled on backside of each cover plate.


                                      B1-1




<PAGE>   46

                             EXHIBIT B-1 (CONTINUED)
                       CONSTRUCTION BY TENANT DURING TERM

d)  All electrical and phone closets being used must have panels replaced and
    DOORS SHUT AT THE END of each day's work. Any electrical closet that is
    opened with the panel exposed must have a work person PRESENT

e)  All electricians, telephone personnel, etc. will, upon completion of their
    respective projects, pick up and discard their trash leaving the telephone
    and electrical rooms clean. If this is not complied with. a clean-up will be
    conducted by the building janitors and the general contractor will be
    back-charged for this service.

f)  Welding or burning with an open flame will not be done without prior
    approval of the Building Manager. Fire extinguishers must be on hand at all
    times.

g)  All "anchoring" of walls or supports to the concrete are not to be done
    during normal working hours (7:30 AM - 6 00 PM, Monday through Friday). This
    work must be scheduled before or after these hours during the week or on the
    weekend.

h)  All core drilling is not to be done during normal working hours (7:30 AM -
    6:00 PM, Monday through Friday). This work must be scheduled before or after
    these hours during the week or on the weekend.

i)  All HVAC work must be inspected by the Building Engineer. The following
    procedures will be followed by the general contractor:

    i)     A preliminary inspection of the HVAC work in progress will be
           scheduled through the Building Office prior to the reinstallation of
           the ceiling grid.
    ii)    A second inspection of the HVAC operation will also be scheduled
           through the Building Office and will take place with the attendance
           of the HVAC contractor's Air Balance Engineer. This inspection will
           take place when the suite in question is ready to be air-balanced.
    iii)   The Building Engineer will inspect the construction on a periodic
           basis as well.

j)  All existing thermostats, ceiling tiles, lighting fixtures and air
    conditioning grilles shall be saved and turned over to the Building
    Engineer.

    GOOD HOUSEKEEPING RULES AND REGULATIONS WILL BE STRICTLY ENFORCED. THE
BUILDING OFFICE AND ENGINEERING DEPARTMENT WILL DO EVERYTHING POSSIBLE TO MAKE
YOUR JOB EASIER. HOWEVER, CONTRACTORS WHO DO NOT OBSERVE THE CONSTRUCTION POLICY
WILL NOT BE ALLOWED TO PERFORM WITHIN THIS BUILDING. THE COST OF REPAIRING ANY
DAMAGES THAT ARE CAUSED BY TENANT OR TENANT'S CONTRACTOR DURING THE COURSE OF
CONSTRUCTION SHALL BE DEDUCTED FROM TENANT'S ALLOWANCE OR TENANT'S SECURITY
DEPOSIT, AS APPROPRIATE.
<TABLE>

<S>                                                       <C>
LANDLORD:                                                 TENANT:

DOUGLAS EMMETT REALTY FUND 1997,                           STAN LEE MEDIA, INC.,
 a California limited partnership                          a Delaware corporation

 By:    DOUGLAS, EMMETT & COMPANY,                         By: /s/ GILL CHAMPION
                                                              ----------------------------
                                                           Signer's Name: I
 By:    /s/ KENNETH PANZER                                 [ ] President [X]Vice President or [ ] Chief Executive Officer
    ------------------------------------                   ( Check Title Above)
        Kenneth Panzer                                      and
 Dated:                                                    By:  /s/ STEPHEN M. GORDON
                                                               ---------------------------
                                                                Signer's Name:
                                                                [ ] Secretary [X] Treasurer or [ ] Chief Financial Officer
                                                                (Check Title Above)

                                                                AFFIX CORPORATE SEAL HERE.

                                                         Dated:


                                                         GUARANTOR


                                                          /s/ STAN LEE
                                                         -----------------------
                                                         Stan Lee, an individual

                                                         Date:
</TABLE>


                                      B1-2



<PAGE>   47



                                    EXHIBIT C
                              RULES AND REGULATIONS

BUILDING RULES AND REGULATIONS

1   Access. Tenant and/or Tenant's agents, clients, contractors, directors,
    employees, inductees, licensees, officers, partners or shareholders shall
    only use the sidewalks, entrances, lobby(ies), garage(s), elevators,
    stairways, and public corridors as a means of ingress and egress, and shall
    take such actions as may reasonably be necessary to ensure that the same
    remain unobstructed at all times.

    The entrance and exit doors to the Premises are to be kept closed at all
    times except as required for orderly passage to and from the Premises.
    Except on balconies available for the joint or exclusive use of Tenant as
    otherwise specified hereinabove, Tenant shall not permit its agents,
    clients, contractors, directors, employees, invitees, licensees, officers,
    partners or shareholders to loiter in any part of the Building or obstruct
    any means of ingress or egress. Tenant shall not cover any doors, and shall
    not cover any window, other than with vertical or mini-blinds pre-approved
    in writing by Landlord. Landlord specifically disapproves the installation
    of any film or foil covering whatsoever on the windows of the Premises.

    Neither Tenant, nor its agents, clients, contractors, directors, employees,
    invitees, licensees, officers, partners or shareholders shall go up on the
    roof or onto any balcony serving the Building, except upon such roof,
    portion thereof, or balcony as may be contiguous to the Premises and is
    designated in writing by Landlord as a roof-deck, roof-garden area, or
    exclusive use balcony area.

2.  RESTROOM FACILITIES. The toilet rooms, toilets, urinals, wash bowls and
    other apparatus (the "Restroom Facilities"), whether contained in the common
    areas of the Building and/or the interior of the Premises, shall not be used
    for any purpose other than that for which they were designed. Tenant shall
    not permit its agents, clients, contractors, directors, employees, invitees,
    licensees, officers, partners or shareholders to throw foreign substances of
    any kind whatsoever or papers not specifically designated for use in the
    Restroom facilities down any toilet, or to dispose of the same in any way
    not in keeping with the instructions provided to Tenant by the management of
    the Building regarding same, and Tenant hereby specifically agrees to
    reimburse Landlord directly for the expense of any breakage, stoppage or
    damage resulting from Tenant's violation of this rule.

3.  HEAVY EQUIPMENT. Landlord reserves the right, in Landlord's sole discretion,
    to decline, limit or designate the location for installation of any safes,
    other unusually heavy, or unusually large objects to be used or brought into
    the Premises the Building. In each case where Tenant requests installation
    of one or more such unusually heavy item(s), which request shall be
    conclusively evidenced by Tenant's effort to bring such item(s) into the
    Building or Premises, Tenant shall reimburse Landlord for the costs of any
    engineering or structural analysis required by Landlord in connection
    therewith. In all cases, each such heavy object shall be placed on a metal
    stand or metal plates or such other mounting detail of such size as shall be
    prescribed by Landlord.

    Tenant hereby indemnifies Landlord against any damage or injury done to
    persons, places, things or the Building or its common areas when such damage
    or injury primarily arises out of Tenant's installation or use of one or
    more unusually heavy objects. Tenant further agrees to reimburse Landlord
    for the costs of repair of any damage done to the Building or property
    therein by putting in, taking out, or maintaining such safes or other
    unusually heavy objects.

4.  TRANSPORTATION OF FREIGHT. Except as otherwise agreed to by Landlord in
    writing, Tenant or Tenant's agents, clients, contractors, directors,
    employees, invitees, licensees, officers, partners or shareholders shall
    only carry freight, furniture or bulky materials in or out of the Building
    before or after Normal Business Hours, as specified in Section 15 of these
    rules. Tenant may only install and/or move such freight, furniture or bulky
    material after previous written notice of its intention to complete such a
    move, given to the Office of the Building. The persons and/or company
    employed by Tenant for such work must be professional movers, reasonably
    acceptable to Landlord, and said movers must provide Landlord with a
    certificate of insurance evidencing the existence of workmen's compensation
    and all risk liability coverage in a minimum amount of $2,000,000.

    Tenant may, subject to the provisions of the immediately preceding
    paragraph, move freight, furniture, bulky matter and other material in or
    out of the Premises on Saturdays between the hours of 8:00 A.M. and 6:00
    P.M., provided that Tenant pays in advance for Landlord's reasonably
    anticipated additional costs, if any, for elevator operators, security
    guards and other expenses arising by reason of such move by Tenant.

5.  FLAMMABLE MATERIALS. Except for such limited quantities of office materials
    and supplies as are customarily utilized in Tenant's normal business
    operations, Tenant shall not use or keep in the Premises or the Building any
    kerosene, gasoline, flammable or combustible fluid or material, other than
    those limited quantities of normal business operating materials as may
    reasonably be necessary for the operation or maintenance of office
    equipment. Nor shall Tenant keep or bring into the Premises or the Building
    any other toxic or hazardous material specifically disallowed pursuant to
    California state law.

6.  COOKING / ODORS / NUISANCES. Tenant shall not permit its agents, clients,
    contractors, directors, employees, invitees, licensees, officers, partners
    or shareholders to engage in the preparation and/or serving of foods
    unless the Premises includes a self-contained kit-then area. Nor shall
    Tenant permit

<PAGE>   48



                              EXHIBIT C (CONTINUED)
                              RULES AND REGULATIONS

    the odors arising from such cooking, or any other improper
    hoises,vibrations, or odors to be emanate from the Premises. Tenant shall
    not obtain for use in the Premises, ice, drinking water, food, beverage,
    towel or other similar services except at such reasonable hours and under
    such reasonable regulations as may be specified by Landlord.

    Tenant hereby agrees to instruct ail persons entering the Premises to comply
with the requirements of the Building, by advising all persons entering the
Premises that smoking of any tobacco or other substance is prohibited at all
times, except in such common areas located outside the Building as may be
designated by the Building management.

    Tenant shall not permit Tenant's agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders to interfere
in any way with other tenants of the Building or with those having business with
them.

    Tenant shall not permit its agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders to bring or
keep within the Building any animal, bird or bicycle, except such seeing-eye dog
or other disability assistance type animal as may comply with the requirements
of any handicapped ordinances having jurisdiction therefor.

    Tenant shall store its trash and garbage within the Premises. No material
shall be placed in the trash boxes or receptacles if such material is a
hazardous waste or toxic substance or is of such a nature that its disposal in
Landlord's ordinary and customary manner of removing and disposing of trash and
garbage would be a violation of any law, ordinance or company regulation
governing such disposal. All garbage and refuse disposal shall be made only
through entry ways and elevators provided for such purposes and at such times as
Landlord shall designate. As and when directed by Landlord and/or if required by
any governmental agency having jurisdiction therefor, Tenant shall comply with
all directives for recycling and separation of trash.

    Tenant shall not employ any person to do janitorial work in any part of the
Premises without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole discretion.

    Landlord-reserves the right to exclude or expel from the Building any person
who in Landlord's sole discretion is intoxicated or under the influence of
liquor or drugs or who, in any manner, engages in any act in violation of the
Rules and Regulations of the Building.

    Tenant shall not conduct any public or private auction, fire sale or other
sale of Tenant's personal property, furniture, fixtures or equipment or any
other property located in or upon the Premises, without Landlord's prior written
consent, which consent shall be in Landlord's sole discretion.

7.  STORAGE. Tenant may only store goods, wares, or merchandise on or in the
    Premises in areas specifically designated by Landlord for such storage.

8.  DIRECTIVES TO MANAGEMENT. Tenant's requirements, other than those Landlord
    specifically agrees to perform elsewhere in this Lease, shall only be
    attended to upon the Building management's receipt of Tenant's written
    request therefor. Landlord's employees shall not perform any work or do
    anything outside of their regular duties unless under special instruction
    from the Building management. No security guard, janitor or engineer or
    other employee of the Building management shall admit any person (Tenant or
    otherwise) to the Premises without specific instructions from the Office of
    the Building and written authorization for such admittance from Tenant.

9.  KEYS AND LOCKS. Landlord shall furnish Tenant with two keys to each door
    lock existing in the Premises. Tenant shall reimburse Landlord a reasonable
    charge for these and any additional keys. Tenant shall not be permitted to
    have keys made, nor shall Tenant alter any lock or install a new or
    additional lock or bolts on any door of the Premises without Landlord's
    prior written consent. Tenant shall, in each case, furnish Landlord with a
    key for any additional lock installed or changed by Tenant or Tenant's
    agent(s). Tenant, upon the expiration or earlier termination of this Lease,
    shall deliver to Landlord all keys in the possession of Tenant or Tenant's
    agents, clients, contractors, directors, employees, invitees, licensees,
    officers, partners or shareholders for doors in the Building, whether or not
    furnished to Tenant by Landlord. If Tenant, or Tenant's agents, clients,
    contractors, directors, employees, invitees, licensees, officers, partners
    or shareholders, lose or misplace any key(s) to the Building, Landlord
    shall, in Landlord's sole discretion, either replace said key(s) or re-key
    such locks as may be affected thereby, and Tenant shall reimburse Landlord
    for all such costs of such re-keying and/or replacement.

10. SOLICITATION. Tenant and/or its agents, clients, contractors, directors,
    employees, invitees, licensees, officers, partners or shareholders shall not
    permit any canvassing, peddling, soliciting and/or distribution of handbills
    or any other written materials to occur in the Premises and/or the Building,
    nor shall Tenant or Tenant's agents, clients, contractors, directors,
    employees, invitees, licensees, officers, partners or shareholders engage in
    such solicitation or distribution activities.

                                       C-2

<PAGE>   49



                              EXHIBIT C (CONTINUED)

                              RULES AND REGULATIONS

11.   RETAIL SALES, SERVICES AND MANUFACTURING PROHIBITED. Except with the prior
      written consent of Landlord, Tenant shall not sell, or permit the retail
      sale of, newspapers, magazines, periodicals, theater tickets or any other
      goods or merchandise to the general public in or on the Premises, nor
      shall Tenant carry on or permit or allow any employee or other person to
      carry on the independent business of stenography, typewriting or any
      similar business in or from the Premises for the service or accommodation
      of other occupants of any other portion of the Building. Tenant shall not
      permit the Premises to be used for manufacturing or for any illegal
      activity of any kind, or for any business or activity other than for
      Tenant's specific use.

12.   CHANGE IN NAME OR ADDRESS. Landlord shall have the right, exercisable
      without notice and without liability to Tenant, to change the name and
      street address of the Building.

13.   PROJECTIONS FROM PREMISES. Tenant shall not install any radio or
      television antenna, loudspeaker or other device on the roof or the
      exterior walls of the Building or in any area projecting outside the
      interior walls of the Premises. Tenant shall not install or permit to be
      installed any awnings, air conditioning units or other projections,
      without the prior written consent of Landlord.

14.  SUPERIORITY OF LEASE. These Rules and Regulations are in addition to, and
      shall not be construed to in any way modify or amend, in whole or in part,
      the covenants, agreements or provisions of this Lease. If a conflict or
      disagreement between the Lease and these Rules becomes apparent, this
      Lease shall prevail.

15.   CHANGES TO RULES AND REGULATIONS. Provided such changes do not materially
      harm Tenant's ability to conduct its normal business operations, Landlord
      shall retain the right to change, add or rescind any rule or regulation
      contained herein, or to make such other and further reasonable and
      nondiscriminatory Rules and Regulations as in Landlord's sole judgment
      may, from time to time, become necessary for the management, safety, care
      and cleanliness of the Premises, the Building or the Parking Facilities,
      or for the preservation of good order therein, or for the convenience of
      other occupants and tenants therein, so long as such recision, addition,
      deletion or change is thereafter reasonably applied to all occupants of
      the Building affected thereby.

PARKING RULES AND REGULATIONS

A.    Tenant shall strictly comply with all posted speed limits, directional
      signs, yield signs, stops signs and all other signs within or about the
      parking facilities.

B.    Tenant shall register all vehicle license plate numbers with the Building
      management.

C.    Tenant shall be responsible for the cost of repairing any damage to the
      parking facilities or cleaning any debris create or left by Tenant,
      including, without limitation, oil leakage from motor vehicles parked in
      the parking facilities under its auspices.

D.    Landlord, in addition to reserving the right to designate one or more
      areas solely for visitor parking, which areas may be changed by Landlord
      from time to time with or without prior notice to Tenant, reserves the
      right to allocate additional visitor spaces on any floor of the parking
      facilities. Tenant shall not park any vehicles in any spaces designated as
      visitor only spaces or customer spaces within the parking facilities.

E.    Tenant shall strictly comply with all rules, regulations, ordinances,
      speed limits, and statutes affecting handicapped parking and/or access,
      and shall not park any vehicles within the fire lanes, along parking curbs
      or in striped areas.

F.    Tenant shall only use the number of parking permits allocated to it and
      shall not permit more than one of its employees to utilize the same
      parking permit. Landlord reserves the right to assign or reassign parking
      spaces within the Parking facilities to Tenant from time to time, and
      provided Landlord is required to do so by reason of any action arising out
      of a governmental mandate imposed on Landlord, Landlord further reserves
      the right at any time to substitute an equivalent number of parking spaces
      in a parking facilities or subterranean or surface parking facility within
      a reasonable distance of the Premises.

G.    Except with Landlord's managing agent(s)' prior written consent, Tenant
      shall not leave vehicles in the parking facilities overnight, nor park any
      vehicles in the parking facilities other than automobiles, motorcycles,
      motor-driven or non-motor-driven bicycles or four-wheeled trucks or vans.
      Landlord may, in its sole discretion, designate separate areas for
      bicycles and motorcycles. Tenant shall ensure that vehicles parking in the
      parking facilities by using the parking permits assigned to Tenant shall
      be parked entirely within the striped lines designating a single space and
      are not so situated or of such a width or length as to impede access to or
      egress from vehicles parked m adjacent areas or doors or loading docks.
      Further, all vehicles utilizing Tenant's parking permits shall not be
      higher than any height limitation that may be posted, or of such a size,
      weight or dimension so that entry of such vehicle into the parking
      facilities would cause any damage or injury thereto.

                                       C-3


<PAGE>   50



                              EXHIBIT C (continued)
                              RULES AND REGULATIONS

H.  Tenant shall not allow any of the vehicles parked using Tenant's permits, or
    the vehicles of any of Tenant's suppliers, shippers, customers or invitees
    to be loaded or unloaded in any area other than those specifically
    designated by Landlord for loading.

T.  Tenant shall not use or occupy the parking facilities in any manner which
    will unreasonably interfere with the use of the parking facilities by other
    tenants or occupants of the Building. Without limitation, Tenant agrees to
    promptly turn off any vehicle alarm system activated and sounding an alarm
    in the parking facilities. In the event said alarm system fails to turn off
    and no longer sound an intruder alert fifteen (15) minutes after commencing
    such an alarm, Landlord shall reserve the right to remove the vehicle from
    the parking facilities at Tenant's sole expense.

J.  Tenant acknowledges that the Rules and Regulations as posted herein shall be
    in effect twenty-four hours per day, seven days per week, without exception.

K.  Tenant acknowledges that the uniformed guard officers and parking attendants
    serving the parking facilities are authorized to issue verbal and written
    warnings of Tenant's violations of any of the rules and regulations
    contained herein. Except in the case of a car alarm continuing to sound in
    excess of a maximum of fifteen minutes, in which case no further notice by
    Landlord shall be required. If Tenant or Tenant's agents, contractors,
    directors, employees, officers, partners or shareholders continue to
    materially breach these rules and regulations after expiration of written
    notice and the opportunity to cure has been given to Tenant, then in
    addition to such other remedies and request for injunctive relief it may
    have, Landlord shall have the right, without additional notice, to remove or
    tow away the vehicle involved and store the same, all costs of which shall
    be borne exclusively by Tenant and/or revoke Tenant's parking privileges and
    rights under the Lease.
<TABLE>
<S>                                                  <C>
 LANDLORD:                                           TENANT:

DOUGLAS EMMETT REALTY FUND 1997,                     STAN LEE MEDIA, INC.,
 a California limited partnership                    a Delaware corporation

 By:    DOUGLAS, EMMETT & COMPANY,                   By: /s/ GILL CHAMPION
                                                        -----------------------------
                                                     Signer's Name: I
 By: /s/ KENNETH PANZER                              [ ] President [X] Vice President or [ ] Chief Executive Officer
    --------------------------------------           ( Check Title Above)
        Kenneth Panzer                                and
 Dated:                                              By: /s/ STEPHEN M. GORDON
                                                        -------------------------------
                                                          Signer's Name:
                                                          [ ] Secretary [X] Treasurer or [ ] Chief Financial Officer
                                                          (Check Title Above)

                                                          AFFIX CORPORATE SEAL HERE.

                                                   Dated:


                                                   GUARANTOR

                                                   /s/ STAN LEE
                                                   -------------------------------
                                                   Stan Lee, an individual

                                                   Date:
</TABLE>

                                       C-4