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                                                                    EXHIBIT 10.5

                             OFFICE BUILDING LEASE


This lease is made and entered into this 9th Day of July 1999, by and between
Incline Capital Group, LLC A Nevada Corporation (hereinafter "Landlord") and
TriNet Employer Group, Inc., A California Corporation (hereinafter "Tenant").

For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Tenant, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord, the Premises herein
described for the term, at the stated rent and subject to and upon all of the
terms, covenants and agreements hereinafter set forth.

1.  PREMISES

1.1  Description.  Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord those certain Premises (hereinafter "Premises") attached as part of
Exhibit A containing approximately 6,364+ square feet of Rentable Area, on the
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2nd floor of that certain office building (hereinafter "Building") located in
the City of Reno, County of Washoe, Nevada, commonly known as, Park Center West,
and more particularly described as 9805 Double R Blvd., Suite 200, Reno, NV
89511.

1.2  Work of Improvement.  The obligation of Landlord and Tenant to perform the
work and supply the necessary materials and labor to prepare the Premises for
occupancy are set forth in detail in Exhibit B.  Landlord and Tenant shall
expend all funds and do all acts required of them in Exhibit B and shall have
the work performed promptly and diligently in a first class workmanlike manner
for the amount not to exceed $25.00 per rentable square foot of Tenant's leased
office space. Any amount exceeding $25.00 per square foot shall be paid by
Tenant at completion of work. Landlord, Tenant and Broker (CB Richard Ellis,
Inc.) shall split 1/3rd each of the cost of the HVAC VAV Box installation which
is $15,598.00 in total cost and the VAV cost split three ways shall be $5,199.34
each.

2. TERM

2.1  Term.  The Term of this Lease shall be for five (5) years commencing on
October 1, 1999 and ending on September 30, 2004 unless sooner terminated
pursuant to this Lease.

2.2  Delay in Commencement.  Tenant agrees that in the event of the inability of
Landlord for any reason, except reasons caused by Tenant's delay or change
orders, to deliver possession of the Premises to Tenant on the commencement date
set forth in Section 2.1, including failure for any reason to complete the work
referred to in Exhibit B, Landlord shall not be liable for any damage thereby
nor shall such inability affect the validity of this Lease or the obligations of
Tenant hereunder, but in such case Tenant shall not be obligated to pay rent or
other monetary sums until possession of the Premises is tendered to Tenant;
provided that if the delay in delivery of possession exceeds sixty (60) days,
then the expiration date of the term of the Lease shall be extended by the
period of time computed from the scheduled commencement date to the date
possession is tendered. Prior to October 1, 1999, tenant agrees to pay pro-rated
rent in the event Premises is available for occupancy.

2.3  Acknowledgement of Commencement Date.  In the event the Commencement Date
of the term of the Lease is other than as provided in Section 2.1, then
Landlord and Tenant shall execute a written acknowledgement of the date of
commencement and shall attach it to the Lease as Exhibit D.

3. RENT

Tenant shall pay to Landlord as Rent for the Premises in advance on the first
day of each calendar month for the first year without deduction, offset, prior
notice or demand, in lawful money of the United States, the sum of $1.65 per
square foot of Rentable Area, modified gross full service, with Tenant being
responsible to pay all janitorial expenses within the Tenant's Premises. If the
commencement date is not the first day of a month, or if the Lease

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termination date is not the last day of a month, a prorated monthly installment
shall be paid at the then current rate for the fractional month during which the
lease commences and/or terminates.

4.  SECURITY DEPOSIT

Concurrently with Tenant's execution of this Lease, Tenant shall deposit with
Landlord the sum of $1.65 per square foot of Rentable Area as Security Deposit.
Tenant agrees to deposit with Landlord the Security Deposit set forth in this
Section upon execution of this Lease, as security for Tenant's faithful
performance of its obligations under this Lease. Landlord and Tenant agree that
the Security Deposit may be commingled with funds of Landlord and Landlord shall
have no obligation or liability for payment of interest on such deposit. Tenant
shall not mortgage, assign, transfer or encumber the Security Deposit without
the prior written consent of Landlord and any attempt by Tenant to do so shall
be void, without force or effect and shall not be binding upon Landlord.

If Tenant fails to pay any rent or other amount when due and payable under this
Lease, or fails to perform any of the terms hereof, Landlord may appropriate and
apply or use all or any portion of the Security Deposit for Rent payments or any
other amount then due and unpaid, for payment of any amount for which Landlord
has become obligated as a result of Tenant's default or breach, and for any loss
or damage sustained by Landlord as a result of Tenant's default or breach, and
Landlord may so apply or use this deposit without prejudice to any other remedy
Landlord may have as reason of Tenant's default or breach. If Landlord so uses
any of the Security Deposit, Tenant shall, within ten (10) days after written
demand therefor, restore the Security Deposit to the full amount originally
deposited; Tenant's failure to do so shall constitute an act of default
hereunder and Landlord shall have the right to exercise any remedy provided for
at Article 17 hereof. Within fifteen (15) days after the Term (or any extension
thereof) has expired or Tenant has vacated the Premises, whichever shall last
occur, and provided Tenant is not then in default on any of its obligations
hereunder, Landlord shall return the Security Deposit to Tenant, or, if Tenant
has assigned its interest under this Lease, to the last assignee of Tenant. If
Landlord sells its interest in the Premises, Landlord may deliver this deposit
to the purchaser of Landlord's interest and thereupon be relieved of any further
liability or obligation with respect to the Security Deposit.

5.  TAX AND BUILDING OPERATING COSTS INCREASES.

5.1  Definitions.  For purposes of this Section, the following terms are
hereinafter defined:
     (a) Base Year:  the calendar year from January 1, 2000 through December 31,
2000.
     (b) Building Operating Costs:  All reasonable costs and expenses of
ownership, operation and maintenance of the Building (excluding depreciation on
the Building, all amounts paid an loans of Landlord and expenses capitalized for
federal income tax purposes) including by way of illustration but not limited
to:  real and personal property taxes and assessments and any tax in addition to
or in lieu thereof, other than taxes covered by Section 5.4 whether assessed
against Landlord or Tenant or collected by Landlord or both; utilities;
supplies; insurance; license, permit and inspection fees; cost of services of
independent contractors (including property management fees); cost of
compensation (including employment taxes and fringe benefits) of all person who
perform regular and recurring duties connected with day-to-day operation,
maintenance and repair of the Building, its equipment and the adjacent walks,
malls and landscaped area, including janitorial, scavenger, gardening, security,
engineer, elevator, painting, plumbing, electrical, carpentry, heating,
ventilation, air conditioning, window washing, signing and advertising (but
excluding persons performing services not uniformly available to or performed
for substantially all Building tenants), and rental expense or a reasonable
allowance for depreciation of personal property used in the maintenance,
operation and repair of the Building. Building Operating Costs do not include
capital costs, leasing commissions, or other tenants' improvement costs, or
costs and expenses not shared pro rata by all other tenants.
     (c) Net Rentable Area: the rentable area computed by measuring to the
inside finish of permanent outer building walls, to the Premises side of public
corridors and/or other permanent partitions and to the center of partitions
which separate the adjoining rentable areas with no deductions for columns and
projections necessary to the Building structure. On multi-tenant floors, common
corridors and toilets, air conditioning rooms, fan rooms, janitorial closets,
electrical and telephone closets and any other areas within and exclusively
serving that floor are considered common areas and for purposes of this Section
shall be allocated pro rata to the tenants on the floor.

5.2  Tenant's Share.  In the event the Building Operating Costs incurred by
Landlord during any calendar year following the Base Year shall exceed Building
Operating Costs incurred by Landlord during the Base Year, Tenant shall pay to
Landlord an amount equal to Tenants rentable area divided by total rentable area
of building of such


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increases, which share is computed on the basis of the ratio between Net
Rentable Area in the Premises and Net Rentable Area in the Building.

5.3  Payment.  Within ninety (90) days after the end of each calendar year
following the Base Year, Landlord shall furnish Tenant a written statement
showing in reasonable detail Landlord's Building Operating Costs for the
preceding calendar year and the Base Year, and showing the amount, if any, of
any increase or decrease in the sums due from Tenant taking into account prior
increases paid by Tenant (if any).

Coincidentally with the monthly rent payment next due following Tenant's receipt
of such statement, Tenant shall pay to Landlord (in the case of an increase), or
Landlord shall credit against the next rent due from Tenant (in the case of a
decrease), an amount equal to the sum of (1) the difference between Building
Operating costs for the preceding calendar year and the Base Year less increases
paid by Tenant (if any); and (2) one-twelfth (1/12th) said increases for the
current calendar year multiplied by the number of rent payments (including the
current one) then elapsed in such calendar year. Thereafter the one twelfth
(1/12th) shall be paid monthly with the rent until the adjustment the following
year pursuant hereto. In no event shall the adjustment entitle Tenant to receive
the benefit of a reduction in Building Operating Costs below the level of the
initial Base Year during the term hereof.

5.4  New Taxes.  In addition to rent and other charges to be paid by Tenant
hereunder, Tenant shall reimburse to Landlord within thirty (30) days of receipt
of a demand herefore, any and all taxes payable by Landlord (other than net
income taxes) whether or not now customary or within contemplation of the
parties hereto; (a) upon, allocable to or measure by the area of the Premises or
on the rent payable hereunder, including without limitation any gross income tax
or excise tax levied by this State, any political subdivision thereof, City or
Federal Government with respect to the receipt of such rent; or (b) upon or with
respect to the possession, leasing, operation, management maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; or (c) upon or measured by the value of Tenant's personal property,
equipment or fixtures located in the Premises; or (d) upon this transaction or
any document to which Tenant is a party creating or transferring interest or an
estate in the Premises. Tenant agrees to pay, before delinquency, any and all
taxes levied or assessed and which become payable during the term hereof, upon
Tenant's equipment, furniture, fixtures and other personal property located in
the Premises. For the purpose of determining said amount, figures supplied by
County Assessor as to the amount so assessed shall be conclusive. Tenant shall
comply with provisions of any law, ordinance or rule of the taxing authorities
which require Tenant to file a report of Tenant's property located in the
Premises.

6.  USE

6.1  Use.  The Premises shall be used and occupied by Tenant for general office
purposes and for no other purpose without the prior written consent of Landlord.



6.2  Suitability.  Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty with respect to the premises or
the Building or with respect to the suitability of either for the conduct of
Tenant's business, nor has Landlord agreed to undertake any modification,
alteration or improvement to the Premises except as provided in this Lease. The
taking of possession of the Premises by Tenant shall conclusively establish that
the Premises and the Building were at such time in satisfactory condition unless
within fifteen (15) days after such date Tenant shall give Landlord written
notice specifying in reasonable detail the respects in which the Premises or the
Building were not in satisfactory condition.

6.3  Uses Prohibited

     (a) Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase the
existing rate or affect any fire or other insurance upon the Building or any of
its contents (unless Tenant shall pay any increased premium as a result of such
use or acts), or cause a cancellation of any insurance policy covering said
Building or any part thereof or any of its contents, nor shall Tenant sell or
permit to be kept, used or sold in or about said Premises any articles which may
be prohibited by standard form policy of fire insurance.
     (b) Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or injure or annoy them or use or


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allow the premises to be used, for any unlawful or objectionable purpose, nor
shall Tenant cause, maintain or permit any nuisance in or about the Premises.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises.
     (c) Tenant shall not use the Premises or permit anything to be done in or
about the Premises which will in any way conflict with any law, statute,
ordinance or government rule or regulation or requirement of duly constituted
public authorities now in force or which may hereafter be enacted or
promulgated. Tenant shall at its sole cost and expense promptly comply with all
laws, statutes, ordinances and governmental rules, regulations or requirements
now in force or which may hereafter be in force and with the requirements of any
board of fire underwriters or similar body now, or hereafter, constituted
relating to or affecting the condition, use or occupancy of the Premises,
excluding structural changes not relating to or affecting the condition, use or
occupancy of the Premises, or not related or afforded by Tenant's improvements
or acts. The judgment of any court of competent jurisdiction or the admission of
Tenant in any action against the Tenant, whether Landlord be a party thereto or
not, that Tenant has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of the fact as between the
Landlord and Tenant.

7.  SERVICE AND UTILITIES

7.1  Landlord's Obligations.  Landlord agrees to furnish to the Premises during
reasonable hours of generally recognized business days, and subject to the Rules
and Regulations of the Building, water, gas and electricity suitable for the
intended use of the Premises, heat and air conditioning required to be mutually
acceptable to both the judgment of Landlord and Tenant for the comfortable use
and occupancy of the Premises, scavenger, janitorial and window washing service
and elevator service, and security customary in similar buildings in the
competing geographical areas. Landlord shall also maintain and keep lighted the
common stairs, entries and toilet rooms in the Building.

7.2  Tenant's Obligation.  Tenant shall pay for, prior to delinquency, all
telephone and all other materials and services, not expressly required to be
paid by Landlord, which may be furnished to or used in, on or about the premises
during the term of this Lease.

7.3  Tenant's Additional Requirements.
     (a) Tenant will not, without the written consent of Landlord use any
apparatus or device in the Premises, including but without limitation thereto,
electronic data processing machines, punch card machines and machines using
current in excess of 220 volts, which will in any way increase the amount of
electricity or water usually furnished or supplied for use of the Premises as
general office space; nor connect with electric current, except through existing
electrical outlets in the Premises, or water pipes, any apparatus or device for
the purpose of using electric current or water. Tenant may at Tenant's sole
expense, have space separately metered for electricity during construction of
Tenant improvements. Tenant shall install, at Tenant's sole expense, a backup
generator, enclosure and pad outside of building at a place to be mutually
agreed upon by Landlord and Tenant. The generator shall be deemed the property
of the Tenant and not permanently attached to Premises. Tenant will remove
generator upon termination of this lease and will leave enclosure, pad and
underground cabling in place. Tenant shall be responsible for the maintenance
and repair of any such generator at its sole cost.
     (b) If Tenant shall require water or electric current in excess of that
usually furnished or supplied for use of the Premises as general office space,
Tenant shall first procure the consent of Landlord for the use thereof, which
consent Landlord may refuse and Landlord may cause a water meter or electric
current meter to be installed in the Premises, so as to measure the amount of
water and electric current consumed for any such other use. The cost of such
meters and of installation, maintenance and repair thereof shall be paid for by
Tenant and Tenant agrees to pay Landlord promptly upon demand by Landlord for
all such water and electric current consumed as shown by said meters, at the
rates charged for such service by the City in which the Building is located or
the local public utility, as the case may be, furnishing the same, plus any
additional expense incurred in keeping account of the water and electric current
so consumed.
     (c) Wherever heat generating machines or equipment are used in the Premises
which affect the temperature otherwise maintained by the air conditioning
system, Landlord reserves the right to install supplementary air conditioning
units in the Premises and the cost thereof, including the cost of installation,
operation and maintenance thereof, shall be paid by Tenant to Landlord upon
demand of Landlord.



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7.4  Non-Liability.  Landlord shall not be liable for, and Tenant shall not be
entitled to, any abatement or reduction of rent by reason of Landlord's failure
to furnish any of the foregoing when such failure is caused by accidents,
breakage, repairs, strikes, lockouts or other labor disturbances or labor
disputes of any character, or by any other cause similar or dissimilar, beyond
the reasonable control of Landlord. Landlord shall not be liable under any
circumstances for loss of, or injury to, property, however occurring, through or
in connection with or incidental to failure to furnish any of the foregoing
except when caused by the Landlord's negligence or breach of this Lease
Agreement. If an interruption of utilities are caused by Landlord's negligence
and the Premises cannot be used substantially for the purposes leased for a
period of ten (10) consecutive days, the Tenant shall have the right to
terminate this Lease Agreement by written notice to Landlord delivered within
ten (10) days after the expiration of such ten (10) day period.

8.  MAINTENANCE AND REPAIRS, ALTERATIONS AND ADDITIONS

8.1  Maintenance and Repairs
     (a) Landlord's Obligations. Landlord shall maintain in good order,
condition and repair the Building and all other portions of the Premises not the
obligation of Tenant or any other tenant in the Building and all common areas.
Landlord will give reasonable notice, will coordinate with Tenant, and will use
reasonable means to avoid interference with Tenant's use of the Premises in
connection with repairs. If Landlord's failure to maintain or repair the
building causes, or is reasonably likely to cause, material damage to Tenant's
business, Tenant shall have the right, in addition to any other rights Tenant
may have under law or this Agreement, either (1) to terminate this Lease
Agreement upon ten (10) days written notice to the Landlord; or (2) to repair
the Premises and charge the Landlord to the extent necessary to eliminate such
material damage to Tenant's business.
     (b) Tenant's Obligations.
(I)  Tenant at Tenant's sole cost and expense, except for services
furnished by Landlord pursuant to Section 7 hereof, shall maintain the Premises
in good order, condition and repair including the interior surfaces of the
ceilings, walls and floors, all doors, interior windows, exterior windows at or
below street level, all plumbing pipes, electrical wiring, switches, fixtures
and special items in excess of building standard finish's and equipment
installed by or at the expense of Tenant. Tenant expressly waives the benefits
of any statute now or hereafter in effect which would otherwise afford Tenant
the right to make repairs at Landlord's expense or to terminate this Lease
because of Landlord's failure to keep the Premises in good order, condition and
repair.
          (II)  Upon the expiration of earlier termination of this Lease, Tenant
shall surrender the Premises in the same condition as received, ordinary wear
and tear and damage by fire, earthquake, act of God or the elements alone
excepted, and shall promptly remove or cause to be removed at Tenant's expense
from the Premises and the Building any signs, notices and displays placed by
Tenant.
          (III)  Tenant agrees to repair any damage to the Premises or the
Building caused by or in connection with the removal of any articles of personal
property, business or trade fixtures, machinery, equipment, cabinetwork,
furniture, movable partition or permanent improvements or additions, including
without limitations thereto, repairing the floor and patching and painting the
walls where required by Landlord's reasonable satisfaction, all at Tenant's sole
cost and expense. Tenant shall indemnify the Landlord against any loss or
liability resulting from delay by Tenant in so surrendering the Premises,
including without limitation any claims made by any succeeding tenant founded on
such delay.
          (IV)  In the event Tenant fails to maintain the Premises in good
order, condition and repair, Landlord shall give Tenant notice to do such acts
as are reasonably required to so maintain the Premises. In the event Tenant
fails to promptly commence such work and diligently prosecute it to such work,
any amount so expended by Landlord shall be paid by Tenant promptly after demand
with interest at ten percent (10%) per annum from the date of such work.
     (c)  Compliance with Law.  Landlord and Tenant shall each do all acts
required to comply with all applicable laws, ordinances, regulations and rules
of any public authority relating to their respective maintenance obligations as
set forth herein.

8.2  Alterations and Additions
     (a)  Tenant shall make no alterations, additions or improvements to the
Premises or any part thereof without obtaining prior written consent of
Landlord.
     (b)  Landlord may impose as a condition to the aforesaid consent such
requirements as Landlord may deem necessary in its sole discretion, including
without limitation thereto, the manner in which the work is done, a right of
approval of the contractor by whom the work is to be performed, not to be
unreasonably withheld, the times during


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which it is to be accomplished, and the requirement that upon written request of
Landlord prior to the expiration or earlier termination of the Lease, Tenant
will remove any and all permanent improvements or additions to the Premises
installed at Tenant's expense and all movable partitions, counters, personal
property, equipment, fixtures and furniture.
     (c)  All such alterations, additions or improvements shall at the
expiration or earlier termination of the Lease shall become the property of
Landlord and remain upon and surrendered with the Premises, unless specified
pursuant to Section 8.2(b) above.
     (d)  All articles of personal property and all business and trade fixtures,
machinery and equipment, cabinetwork, furniture and movable partitions owned by
Tenant or installed by Tenant at its expense in the Premises shall be and remain
the property of Tenant and may be removed by tenant at any time during the Lease
term when Tenant is not in default hereunder.

9.  ENTRY BY LANDLORD

Landlord reserves and shall at any and all times have the right to enter the
Premises to inspect the same, to supply janitor service and any other service to
be provided by Landlord to Tenant hereunder, to submit said Premises to
prospective purchasers or tenants, to post notices of non-responsibility and
"for lease" signs, and to alter, improve or repair the premises and any portion
of the Building without abatement of rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing the entrance to the
Premises shall not be blocked thereby, and further providing that the business
of Tenant shall not be interfered with unreasonably. Tenant hereby waives any
claim for damages for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Tenant's vaults and safes, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency, in order to obtain entry to the
Premises, and any entry to the Premises obtained by Landlord by any of said
means, or otherwise, shall not under any circumstances be construed or deemed to
be forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the premises or any portion thereof.

10.  LIENS

Tenant shall keep the Premises and any building of which the Premises are a part
free from liens arising out of work performed, materials furnished, or
obligations incurred by Tenant and shall indemnify, hold harmless and defend
Landlord from any liens and encumbrances arising out of any work performed or
materials furnished by or at the direction of Tenant. In the event that Tenant
shall not, within twenty (20) days following the imposition of any such lien,
cause such lien to be released or record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right, but no obligation, to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expense incurred by it in
connection therewith including attorneys' fees and costs shall be payable to
Landlord by Tenant on demand with interest at the rate of ten percent (10%) per
annum.  Landlord shall have the right at all times to post and keep posted on
the Premises any notices permitted or required by law, or which Landlord shall
deem proper, for the protection of Landlord and the Premises, and any other
party having an interest therein, from mechanics' and materialmens' liens, and
Tenant shall give to Landlord at least ten (10) business days prior written
notice of the expected date of commencement of any work relating to alterations
or additions to the Premises.

11.  INDEMNITY

11.1  Indemnity.  Tenant shall indemnify and hold Landlord harmless form and
defend Landlord against any and all claims of liability for any injury or damage
to any person or property whatsoever; (1) occurring in, on or about the Premises
or any part thereof; and (2) occurring in, on or about any facilities
(including, without prejudice to the generality of the term "facilities",
elevators, stairways, passageways and parking areas), the use of which Tenant
may have in conjunction with other tenants of the Building, when such injury or
damage is caused in part or in whole by the act, neglect, fault or omission of
any duty with respect to the same by Tenant, its agents, contractors, employees
or invitees. Tenant shall further indemnify and hold Landlord harmless from and
against any and all



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claims arising from any breach or default in the performance of any obligation
on Tenant's part to be performed under the terms of this Lease, or arising from
any act of negligence of Tenant, or any of its agents, contractors, employees
and from and against all costs, attorneys' fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon. In case any action or proceeding be brought against Landlord by reason
of any such claim, Tenant, upon notice from Landlord, shall defend the same at
Tenant's expense by counsel reasonably satisfactory to Landlord, provided,
however, that Tenant, shall not be liable for damage or injury occasioned by the
negligence or intentional acts of Landlord and its designated agents or
employees unless covered by insurance Tenant is required to provide.

Tenant as a material part of the consideration to Landlord, hereby assumes all
risk of damage to property or injury to persons in, upon or about the Premises
from any cause and Tenant hereby waives all claims in respect thereof against
Landlord.

11.2  Exemption of Landlord from Liability.  Landlord shall not be liable for
injury or damage which may be sustained by the person, goods, wares, merchandise
or property of Tenant, its employees, invitees or customers, or any other person
in or about the Premises caused by or resulting from fire, steam, electricity,
gas, water or rain, which may leak or flow from or into any part of the
Premises, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures of the same, whether the damage or injury results from conditions
arising upon the Premises or upon other portions of the Building of which the
Premises are a part, or from other sources, unless caused by the Landlord's
negligence or breach of this Agreement. Landlord shall not be liable for damages
arising from any act or neglect of any other tenant of the Building.

12.  INSURANCE

12.1  Coverage.  Tenant shall, at all times during the term of this Lease, and
at its own cost and expense procure and continue in force the following
insurance coverage:
     (a) Bodily Injury and Property Damage Liability Insurance with a combined
single limit for bodily injury and property damage of not less than
$1,000,000.00.
     (b) Fire and Extended Coverage Insurance, including vandalism and malicious
mischief coverage, in an amount equal to the full replacement value of all
fixtures, furniture and improvements installed by or at the expense of Tenant.

12.2  Insurance policies.  The aforementioned minimum limits of policies shall
in no event limit the liability of Tenant hereunder. The aforesaid insurance
shall name Landlord as an additional insured. Said insurance shall be with
companies having a rating of not less than AAA in "Best's Insurance Guide".
Tenant shall furnish from the insurance companies or cause the insurance
companies to furnish certificates of coverage. No such policy shall be
cancelable or subject to reduction of coverage or other modifications or
cancellations except after thirty (30) days prior written notice to Landlord by
the insurer. All such policies shall be written as primary policies, not
contributing with and not in excess of the coverage which Landlord may carry.
Tenant shall, at least twenty (20) days prior to the expiration of such
policies, furnish Landlord with renewals or binders. Tenant agrees that if
Tenant does not take out and maintain such insurance, Landlord may (but shall
not be required to) procure said insurance on Tenant's behalf and charge Tenant
the premiums together with a twenty-five percent (25%) handling charge, payable
upon demand. Tenant shall have the right to provide such insurance coverage
pursuant to blanket policies obtained by Tenant provided such blanket policies
expressly afford coverage to the Premises and to Tenant as required by this
Lease.

12.3  Waiver of Subrogation.  Landlord and Tenant each hereby waive any and all
rights of recovery against the other or against the officers, employees, agents
and representatives of the other, on account of loss or damage occasioned to
such waiving party or its property or the property of other under its control to
the extent that such loss or damage is insured against under any fire and
extended coverage insurance policy which either may have in force at the time of
such loss or damage. Tenant shall upon obtaining the policies of insurance
required under this Lease, give notice to the insurance carrier or carriers that
the foregoing mutual waiver of subrogation is contained in this Lease.



                                       7
<PAGE>

12.4  Landlord warrants that Landlord will maintain adequate insurance to cover
any loss or damage to the Building.

13.  DAMAGE OR DESTRUCTION

13.1  Partial Damage - Insured.  In the event the Premises or the Building are
damaged by any casualty which is covered under fire and extended coverage
insurance carried by Landlord, then Landlord shall restore such damage provided
insurance proceeds are available to pay eighty percent (80%) or more of the cost
of restoration and provided such restoration can be completed within sixty (60)
days after the commencement of the work in the opinion of a registered architect
or engineer appointed by Landlord. In such event this Lease shall continue in
full force and effect, except that Tenant shall be entitled to proportionate
reduction of rent while such restoration takes place, such proportionate
reduction to be based upon the extent to which the restoration efforts interfere
said damage interfered with Tenant's business in the Premises.

13.2  Partial Damage - Uninsured.  In the event the Premises or the Building are
damaged by a risk not covered Landlord's insurance or the proceeds of available
insurance are less than eighty percent (80%) of the cost of restoration, or if
the restoration cannot be completed within sixty (60) days after the
commencement of work in the opinion of the registered architect or engineer
appointed by Landlord, then Landlord shall have the option either to; (1) repair
or restore such damage, this Lease continuing in full force and effect, but the
rent to be proportionately abated as hereinabove provided; or (2) give notice to
Tenant at any time within thirty (30) days after such damage terminating this
Lease as of a date to be specified in such notice, which date shall not be less
than thirty (30) nor more than sixty (60) days after giving such notice. In the
event of the giving of such notice, this Lease shall expire and all interest of
Tenant in the Premises shall terminate on such date so specified in such notice
and the rent, reduced by any proportionate reduction based upon the extent if
any, to which said damage interfered with the use and occupancy of Tenant, shall
be paid to the date of such termination; Landlord agrees to refund to the Tenant
any rent theretofore paid in advance for any period of time subsequent to such
date.

13.3  Total Destruction.  In the event the Premises are totally destroyed or the
Premises cannot be restored as required herein under applicable laws and
regulations, notwithstanding the availability of insurance proceeds, this Lease
shall be terminated effective the date of the damage.

13.4  Damage Near End of Term.  Notwithstanding anything to the contrary
contained in this Section 13, Landlord shall not have any obligation whatsoever
to repair, reconstruct or restore the Premises when the damage resulting from
any casualty covered under this Section 13 occurs during the last twelve (12)
months of the term of this Lease or any extension thereof, provided that the
Lease shall terminate as of the date of the damage if the reconstruction process
has not begun within sixty (60) days.

13.5  Landlord's Obligations.  The Landlord shall not be required to repair any
injury or damage by fire or other cause, or to make any restoration or
replacement of any panelings, decorations, partitions, railings, floor covering,
office fixtures or any other improvements or property installed in the Premises
by Tenant or at the direct or indirect expense of Tenant. Tenant shall be
required to restore or replace same in the event of damage. Except for abatement
of rent, if any, Tenant shall have no claim against Landlord for any damage
suffered by reason of any such damage, destruction, repair, or restoration; nor
shall Tenant have the right to terminate this Lease as a result of any statutory
provision now or hereafter in effect pertaining to the damage and destruction of
the Premises or the Building, except as expressly provided herein, unless caused
by Landlord's negligence or breach of this Agreement. Landlord will give
reasonable notice, will coordinate with Tenant, and will use reasonable means to
avoid interference with Tenant's use of the Premises in connection with repairs.

13.6  If the reconstruction process for damages referred to in Section 13.1 and
13.2 has not begun within sixty (60) days after the date of the damage, Tenant
shall have the right either; (1) to terminate this Lease Agreement upon ten (10)
days written notice to the Landlord delivered within ten (10) days after the
expiration of such sixty (60) day period; or (2) to repair the Premises and
charge the Landlord.

14. CONDEMNATION



                                       8
<PAGE>

If all or any part of the Premises shall be taken or appropriated for public or
quasi-public use by right of eminent domain with or without litigation or
transferred by agreement in connection with such public or quasi-public use,
either party hereto shall have the right at its option exercisable within thirty
(30) days of receipt of notice of such taking to terminate this Lease as of the
date possession is taken by the condemning authority, provided, however, that
before Tenant may terminate this Lease by reason of taking or appropriation as
provided hereinabove, such taking or appropriation shall be of such an extent
and nature as to substantially handicap, impede or repair Tenant's use of the
Premises. If any part of the Building other than the Premises shall be so taken
or appropriated, Landlord shall have the right, at its option, to terminate this
Lease. No award for any partial or entire taking shall be apportioned, and
Tenant hereby assigns to Landlord any award which may be made in such taking or
condemnation, together with any and all rights of Tenant now or hereafter
arising in or to the same, or any part thereof; provided, however, that nothing
contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any award made to Tenant for the taking of personal
property and fixtures belonging to Tenant and/or for the interruption of or
damage to Tenant's business and/or for Tenant's unamortized cost of leasehold
improvements. In the event of a partial taking which does not result in a
termination of this Lease, rent shall be abated in the proportion which the part
of the Premises so made unusable bears to the rented area of the Premises
immediately prior to the taking. No temporary taking of the Premises and/or of
Tenant's rights therein or under this Lease shall terminate this Lease or give
Tenant any right to any abatement of rent thereunder; any award made to Tenant
by reason of any such temporary taking shall belong entirely to Tenant and
Landlord shall not be entitled to share therein.

15.  ASSIGNMENT AND SUBLETTING

15.1  Landlord's Consent Required.  Tenant shall not assign, transfer, mortgage,
pledge, hypothecate or encumber this Lease or any interest therein and shall not
sublet the Premises or any part thereof, without the prior written consent of
Landlord and any attempt to do so without such consent being first had and
obtained shall be wholly void and shall constitute a breach of this Lease.

15.2  Reasonable Consent.  If Tenant complies with the following conditions,
Landlord shall not unreasonably withhold its consent to the subletting of the
Premises or any portion thereof or the assignment of this Lease. Tenant shall
submit in writing to Landlord; (a) the name and legal composition of the
proposed subtenant or assignee; (b) the nature of the business proposed to be
carried on in the Premises; (c) the terms and provisions of the proposed
sublease; (d) such reasonable financial information as Landlord may request
concerning the proposed subtenant or assignee.

15.3  No Release of Tenant.  No consent by Landlord of any assignment or
subletting by Tenant shall relieve Tenant of any obligation to be performed by
Tenant under this Lease, whether occurring before or after such consent,
assignment or subletting. The consent by Landlord to any assignment or
subletting shall not relieve Tenant from the obligation to obtain Landlord's
express written consent to any other assignment or subletting. The acceptance of
rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any assignment,
subletting or other transfer. Consent to one assignment, subletting or other
transfer shall not be deemed to constitute consent to any subsequent assignment,
subletting or other transfer.

15.4  Attorneys' Fees.  In the event Landlord shall not consent to a sublease or
assignment under this Section 15, Tenant shall pay Landlord's reasonable
attorneys' fees not to exceed One Thousand Dollars ($1,000.00) incurred in
connection with giving such consent.

16.  SUBORDINATION

16.1  Subordination.  This Lease at Landlord's option shall be subject and
subordinate to all ground or underlying leases which now exist or may hereafter
be executed affecting the Premises or the land upon which the Premises are
situated or both, and to the lien of any mortgages or deeds of trust in any
amount or amounts whatsoever now or hereafter placed on or against the land or
improvements either thereof, of which the Premises are a part, or on or against
Landlord's interest or estate therein, or on or against any ground or underlying
lease without the necessity of the execution and delivery of any further
instruments on the part of Tenant to effectuate such subordination. If any
mortgages, trustee or ground lessor shall elect to have this lease prior to the
lien of its mortgage, deed of trust or


                                       9
<PAGE>

ground lease, and shall give written notice thereof to Tenant, this Lease shall
be deemed prior to such mortgage, deed of trust or ground lease, whether this
Lease is dated prior or subsequent to the date of said mortgage, deed of trust,
or ground lease or the date of the recording thereof.

16.2  Subordination Agreements.  Tenant covenants and agrees to execute and
deliver upon demand without charge therefore, such further instruments
evidencing such subordination of this Lease to such ground or underlying leases
and to the lien of any such mortgages or deeds of trust as may be required by
Landlord. Tenant hereby appoints Landlord as Tenant's attorney-in-fact,
irrevocably, to execute and deliver any such agreements, instruments, releases
or other documents.

16.3  Quiet Enjoyment.  Landlord covenants and agrees with Tenant that upon
Tenant paying rent and other monetary sums due under the Lease, performing its
covenants and conditions under the Lease Tenant shall and may peaceably and
quietly have, hold and enjoy the Premises for the term, subject, however, to the
terms of the lease and of any of the aforesaid ground leases, mortgages or deeds
of trust described above.

16.4  Attornment.  In the event any proceedings are brought for default under
ground or any underlying lease or if the event of foreclosure or the exercise of
the power of sale under any mortgage or deed of trust made by the Landlord
covering the Premises, the Tenant shall attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease, provided said purchaser expressly agrees in writing to be bound by the
terms of the Lease.

17.  DEFAULT REMEDIES

17.1  Default.  The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:

     (a) Any failure by Tenant to pay the rent or any other monetary sums
required to be paid hereunder (where such failure continues for five (5) days
after written notice by Landlord to Tenant);
     (b) The abandonment or vacation of the Premises by Tenant;
     (c) A failure by tenant to observe and perform any other provision of this
Lease to be observed or performed by Tenant, where such failure continuous for
twenty (20) days after written notice thereof by Landlord to Tenant; provided,
however that if the nature of the default is such that the same cannot be
reasonably cured within said twenty (20) day period, Tenant shall not be deemed
to be in default if Tenant shall within such period commence such cure and
thereafter diligently prosecute the same to completion;
     (d) The making by Tenant of any general assignment or general arrangement
for the benefit of creditors; the filing by or against Tenant of a petition to
have Tenant adjudged bankrupt or of a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant, the same is dismissed within sixty (60) days); the appointment
of a trustee or receiver to take possession of substantially all of tenant's
assets located in the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within thirty (30) days; or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days.

17.2  Remedies.  In the event of any such material default or breach by Tenant,
Landlord may, at any time thereafter without limiting Landlord in the exercise
of any right or remedy at law or in equity which Landlord may have by reason of
such default breach;
     (a) Maintain this Lease in full force and effect and recover the rent and
other monetary charges as they become due, without terminating Tenant's right to
possession irrespective of whether Tenant shall have abandoned the Premises. In
the event Landlord elects not to terminate the Lease, Landlord shall have the
right to attempt to relet the Premises at such rent and upon such conditions
and for such a term, and to do all acts necessary to maintain or preserve the
Premises as Landlord deems reasonable and necessary without being deemed to have
elected to terminate the Lease. Including removal of all persons and property
from the Premises; such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of the Tenant. In the event any
such re-letting occurs, this Lease shall terminate automatically upon the new
tenant taking possession of the Premises. Notwithstanding that Landlord fails to
elect to terminate the Lease initially, landlord at any time during the term of
this Lease may elect to terminate this Lease by virtue of such previous default
of Tenant.



                                       10
<PAGE>

     (b) Terminate Tenant's right to possession by any lawful means, in which
case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event, Landlord shall be
entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including without limitation thereto, the following: (I) the
worth at the time of award of any unpaid rent which had been earned at the time
of such termination; plus (II) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that is proved could have
been reasonably avoided; plus (III) the worth at the time of award of the amount
by which the unpaid rent for the balance of the term at the time of award
exceeds the amount of such rental loss that is proved could be reasonably
avoided; plus (IV) any other amount necessary to compensate Landlord of all the
detriment proximately caused by Tenant's failure to perform his obligations
under this Lease or which in the ordinary course of events would be likely to
result therefrom; plus (V) at Landlord's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
applicable State law. Upon any such re-entry Landlord shall have the right to
make any reasonable repairs, alterations or modification to the Premises, which
Landlord in its sole discretion deems reasonable and necessary. As used in (I)
above, the "worth at the time of award" is computed by discounting such amount
by ten percent (10%). The term "rent", used in this Section 17, shall be deemed
to be, and to mean, the rent to be paid pursuant to Section 3 and all other
monetary sums required to be paid by Tenant pursuant to the term of this Lease.

17.3  Late Charges.  Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent and other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges and late charges which may be imposed on Landlord by the
terms of any mortgage or trust deed covering the Premises. Accordingly, if any
installment of rent or any other sum due from Tenant shall not be receive by
Landlord or Landlord's designee within ten (10) days after such amount shall be
due, Tenant shall pay to Landlord a late charge equal to ten percent (10%) of
such overdue amount. The parties hereby agree that such late charge by Landlord
shall in no event constitute a waiver of Tenant's default with respect to such
overdue amount, nor prevent Landlord from exercising any of the rights and
remedies granted hereunder.

17.4  Default by Landlord.  Landlord shall not be in default unless Landlord
fails to perform obligations required by Landlord within a reasonable time, but
in no event later than thirty (30) days after written notice by Tenant to
Landlord and to the holder of any first mortgage or deed of trust covering the
Premises whose name and address shall have theretofore been furnished to Tenant
in writing, specifying wherein Landlord has failed to perform such obligations;
provided, however, that if the nature of Landlord's obligation is such that more
than thirty (30) days are required for performance, then Landlord shall not be
in default if Landlord commences performance within such thirty (30) day period
and thereafter diligently prosecutes the same to completion.

         For the purpose of maintaining an economical and proper distribution of
Tenants throughout the Building acceptable to Landlord, Landlord shall have the
right from time to time during the term of the Lease to relocate the Premises in
the Building on the following terms and conditions;
     (a) The rented usable areas of the new location in the Building are of
equal size to the existing location (subject to a variation of up to ten percent
(10%) provided the amount of rent payable under this Lease is not increased;
     (b) If the then prevailing rental rate for the new location is less than
the amount being paid for the existing location, the rent shall be reduced to
equal the then prevailing rent for the new location;
     (c) Landlord shall pay the cost of providing tenant improvements on the new
location comparable to the tenant improvements in the existing location;
     (d) Landlord shall pay the expenses reasonably incurred by Tenant in
connection with such substitution of Premises, including but not limited to,
costs of moving, door lettering, telephone relocation and reasonable quantities
of new stationary.

         Landlord shall deliver to Tenant written notice of Landlord's
election to relocate the Premises, specifying the new location and the amount of
rent payable therefore at least thirty (30) days prior to the date the
relocation is to be effective. If the relocation of the Premises is not
acceptable to Tenant, Tenant for a period of ten



                                       11
<PAGE>

(10) days after receipt of Landlord's notice to relocate shall have the right
(by delivering written notice to Landlord) to terminate this Lease effective
thirty (30) days after delivery of written notice.

19.  OMIT

20.  MISCELLANEOUS

20.1  Estoppel Certificate
     (a) Tenant shall at any time upon no less than ten (10) days prior written
notice from Landlord, execute, acknowledge and deliver to Landlord a statement
in writing; (I) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any; and (II)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults in any are claimed.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Premises.
     (b) Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant; (I) that this Lease is in full force and affect, without
modification except as may be represented by Landlord; (II) that there are no
uncured defaults in Landlord's performance; and (III) that not more than one
month's rent has been paid in advance.
     (c) If Landlord desires to finance or refinance the Building, or any part
thereof, Tenant hereby agrees to deliver to any lender designated by Landlord
such financial statements of Tenant as may be reasonably required by such
lender. Such statements shall include the past three years' financial statements
of Tenant. All such financial statements shall be received by Landlord in
confidence and shall be used only for the purpose herein set forth. Prior to
delivering such financial statements to the Lender, the Landlord shall obtain
the agreement of the Lender to keep such financial statements confidential and
not to use such financial statements other than to evaluate the credit of Tenant
for the purpose of financing or refinancing the Building.

20.2  Transfer of Landlord's Interest.  In the event of a sale or conveyance by
Landlord of Landlord's interest in the Premises or the Building other than a
transfer for security purposes only, Landlord shall be relieved from and after
the date specified in any such notice of transfer of all obligations and
liabilities accruing thereafter on the part of Landlord, provided that any funds
in the hands of Landlord at the time of transfer in which Tenant has an
interest, shall be delivered to the successor of Landlord, and provided further
that all Landlord's obligations hereunder are assumed in writing by the
transferee. This Lease shall not be affected by any such sale and Tenant agrees
to attorn to the purchaser or assignee provided all Landlord's obligations
hereunder are assumed in writing by the transferee.

20.3  Captions, Attachments, Defined Terms
     (a) The captions of the paragraph of this Lease are for convenience only
and shall not be deemed to be the relevant in resolving any question of
interpretation or construction of any section of this Lease.
     (b) Exhibits attached hereto, and addenda's and schedules initialed by the
parties, are deemed by attachment to constitute part of this Lease and are
incorporated herein.
     (c) The words "Landlord" and "Tenant", as used herein, shall include the
plural as well as the singular. Words used in neuter gender include masculine
and feminine and words in the masculine or feminine gender include the neuter.
If there be more than one Landlord or Tenant, the obligations hereunder imposed
upon Landlord or Tenant shall be joint and several; as to a Tenant which
consists of husband and wife, the obligations shall extend individually to their
sole and separate property as well as community property. The term "Landlord"
shall mean only the owner or owners at the time in question of the fee title or
a tenant's interest in a ground lease of the land underlying the Building. The
obligations contained in this Lease to be performed by Landlord shall be binding
on Landlord's successors and assigns only during their respective periods of
ownership.

20.4  Entire Agreement.  This instrument along with any exhibits and attachments
hereto constitutes the entire agreement between Landlord and Tenant relative to
the Premises and this Agreement and the exhibits and attachments may be altered,
amended or revoked only by an instrument in writing signed by both Landlord and
Tenant. Landlord and Tenant agree hereby that all prior or contemporaneous oral
agreements between and among themselves and their agents or representatives
relative to the leasing of the Premises are merged in or revoked by this
Agreement.


                                       12
<PAGE>

20.5  Severability.  If any term or provision of this Lease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and each term provision of this Lease shall be valid and be
enforceable to the fullest extent permitted by law.

20.6  Costs of Suit
     (a) If Tenant or Landlord shall bring any action for any relief against the
other, declaratory or otherwise, arising out of this Lease, including any suit
by Landlord for the recovery of rent or possession of the Premises, the losing
party shall pay the successful party a reasonable sum for attorneys' fees which
shall be deemed to have accrued on the commencement of such action and shall be
paid whether or not such action is prosecuted judgment.
     (b) Should Landlord, without fault on Landlord's part, be made a party to
any litigation instituted by Tenant or by any third party against Tenant, or by
or against any person holding under or using the premises by license of Tenant,
or for the foreclosure of any lien for labor or material furnished to or for
Tenant or any such other person or otherwise arising out of or resulting from
any act or transaction of Tenant or of any such person, Tenant covenants to save
and hold Landlord harmless form any judgment rendered against Landlord or the
Premises or any part thereof, and all costs and expenses, including reasonable
attorneys' fees, incurred by Landlord in or in connection with such litigation.
     (c) If Tenant or Landlord or their successors or assigns shall bring an
action against Broker or make Broker a party to litigation arising out of this
Lease, Broker shall be entitled to recover reasonable attorneys' fees and court
costs from the party bringing the action if Broker is adjudged by a court of
competent jurisdiction to be without fault in such matter.

20.7  Time, Joint and Several Liability.  Time is of the essence of this Lease
and each and every provision hereof, except as to the conditions relating to the
delivery of possession of the Premises to Tenant. All the terms, covenants and
conditions contained in this Lease to be performed by either party, if such
party shall consist of more than one person or organization, shall be deemed to
be joint and several, and all rights and remedies of the parties shall be
cumulative and non-exclusive of any other remedy at law or in equity.

20.8  Binding Effect, Choice of Law.  The parties hereto agree that all
provisions hereof are to be construed as both covenants and conditions as though
the words importing such covenants and conditions were used in each separate
paragraph hereof. Subject to any provisions hereof restricting assignment or
subletting by Tenant and subject to Section 20.2, all of the provisions hereof
shall bind and insure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns. This Lease shall be
governed by the laws of the State of Nevada.

20.9  Waiver.  No covenant, term or condition or the breach thereof shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed, and any waiver or the breach of any covenant, term or condition.
Acceptance by Landlord of any performance by Tenant after the time the same
shall have become due shall not constitute a waiver by Landlord of the breach or
default of any covenant, term or condition unless otherwise expressly agreed to
by Landlord in writing.

20.10  Surrender of Premises.  The voluntary or other surrender of this Lease by
Tenant, a mutual cancellation thereof, shall not work a merger, and shall at the
option of the Landlord, terminate all or any existing subleases or subtenancies,
or may, at the option of the Landlord, operate as an assignment to it of any or
all such subleases or subtenancies.

20.11  Holding Over.  If after expiration of the Term, Tenant remains in
possession of the Premises with Landlord's permission (expressed or implied),
Tenant shall become a tenant from month to month only, upon all the provisions
of this Lease (except as to term and Base Rent), but the "Monthly Installments
of Base Rent" payable by Tenant shall be increased to one hundred twenty percent
(120 %) of the Monthly Installments of Base Rent payable by Tenant at the
expiration of the Term. Such monthly rent shall be payable in advance on or
before the first day of each month. If either party desires to terminate such
month to month tenancy, it shall give the other party not less than thirty (30)
days advance written notice of the date of termination.

20.12  Signs




                                       13
<PAGE>

     (a) Tenant shall not place or permit to be placed in or upon the Premises,
where visible from outside the Premises or any part of the Building, any signs,
notices, drapes, shutters, blinds or displays of any type without prior written
consent of Landlord.
     (b) Landlord reserves the right in Landlord's sole discretion to place and
locate on the roof, exterior of the Building, and in any area of the Building
not leased to Tenant such signs, notices, displays and similar items as Landlord
deems appropriate in the proper operation of the Building.

20.13  Reasonable Consent.  Except as limited elsewhere in this Lease, wherever
in this Lease Landlord or Tenant is required to give its consent or approval to
any action on the part of the other, such consent or approval shall not be
unreasonably withheld. In the event of failure to give any such consent, the
other party shall be entitled to specific performance at law and shall have such
other remedies as are reserved to it under this Lease, but in no event shall
landlord or Tenant be responsible in monetary damages for failure to give
consent unless said consent is withheld maliciously or in bad faith.

20.14  Interest on Past Due Obligations.  Except as expressly provided, any
amount due to Landlord not paid when due shall bear interest at ten percent
(10%) per annum from the due date. Payment of such interest shall not excuse or
cure any default by Tenant under this Lease.

20.15  Rules and Regulations, Parking.

Tenant and Tenant's agents, servants, employees, visitors and licensees shall
observe and comply fully and faithfully with all reasonable and non-
discriminatory rules and regulations adopted by Landlord for the care,
protection, cleanliness and operation of the Building and its Tenants including
those annexed to this Lease as Exhibit C and any modifications or additions
thereto adopted by Landlord, provided Landlord shall give written notice thereof
to Tenant. Landlord shall not be responsible to Tenant for the non-performance
by any other tenant or occupant of the Building of any said rules and
regulations.

20.16  Notices.  All Notices of demands of any kind required or desired to be
given by Landlord or Tenant hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid addressed to the
Landlord or Tenant respectively at the addresses set forth after their
signatures at the end of this Lease.

20.17  Corporate Authority.  If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the duly adopted resolution of the Board of
Directors of said corporation or in accordance with the By-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms. If Tenant is a corporation, Tenant shall, within thirty (120)
days after execution of this Lease, deliver to Landlord a certified copy of a
resolution of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.

21.  PARKING

Landlord shall provide to tenant during the term of the Lease and any option
period exercised, twenty-two (22) free, unreserved surface parking spaces.

22.  TERM AND OPTIONS

Provided Tenant is not then in default, Tenant shall have the option to renew
this Lease upon the expiration of the term hereof for an additional term of Five
(5) years, upon the same terms and conditions as are herein provided other than
the rent, which shall be the rent at comparable office rent, not to be less than
rent at the last month of the Lease. If Tenant desires to exercise such option,
it shall do so by giving written notice to Landlord, not less than One Hundred
Eighty (180) days prior to the expiration of the Term set forth above.

23.  OPTION TO LEASE EXPANSION SPACE




                                       14
<PAGE>

Provided Tenant is not then in default, Tenant shall have the option to lease
additional office space in the Building, as it becomes available. Landlord shall
notify Tenant of any portion of the 2nd Floor not originally included in the
Premises that is becoming available, including the market rent for such space
and the terms of the lease of such additional space. The rent to Tenant for such
available space shall be the Market rent of said space in the Building. If
Tenant desires to exercise such option, it shall do so by giving written notice
to Landlord within ten (10) days from delivery to Tenant of the notice of
availability of such space. Upon exercise of the option, the parties shall
exercise a Lease Amendment setting forth the terms and conditions of the Lease
of the additional space.

24.  RESTRICTIVE COVENANTS

Throughout the Term, Landlord shall not lease any space in the building to a
Payroll or Employment business without the written consent of the Tenant.

Subject to the City of Reno's approval and Tenant leasing from Landlord in
excess of 10,000 square feet, Tenant at Tenant's sole expense shall install an
identification sign on the Building's monument sign. Landlord shall have the
right to approve or disapprove specifications of the above mentioned sign, but
consent shall not be unreasonably withheld.

26.  NO LIENS

Landlord warrants that during the term of the Lease and any renewals thereof,
there will be no liens, encumbrances that will substantially impair Tenant's use
and employment of the Premises for the purposes stated in the Lease. If Landlord
does not cure any breach of this warranty within ten (10) days after written
notice of breach delivered to the Landlord, Tenant may terminate this Lease
immediately by written notice delivered to the Landlord within ten (10) days
after the expiration of such ten (10) day period. Rent shall be abated during
such impairment.

27.  TAXES

The Tenant shall have the right to contest any tax, assessment, condemnation or
other law or government act that increases the cost or interference with the use
and occupancy rights of the Tenant in connection with the Premises.

28.  INSPECTION OF BOOKS AND RECORDS

The Tenant shall have the right at any reasonable time on thirty (30) days
written notice to inspect the books and records of the Landlord, and any other
documents in the possession or control of the Landlord, to the extent that such
books, records or documents reflect or form the basis of any obligation of the
Tenant under this Lease Agreement.

29.  QUIET POSSESSION

Tenant shall have the right of quiet possession and enjoyment of the Premises
free from any interference arising from any act or omission of the Landlord, its
agent or tenants. Landlord will maintain the common areas and access to the
Premises at all times in such manner as shall permit the Tenant to carry on its
business in the normal manner without interference or interruption.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and
year as first referenced above.

Landlord:                               Tenant:

Incline Capital Group, LLC              TriNet Employer Group, Inc.
a Nevada LLC                            a California Corporation



                                       15
<PAGE>

By: ___________________________               By:/s/ DOUGLAS P. DEVLIN
                                                 ---------------------
    (signature)                                  (signature)

Paul Shirley                                  Douglas P. Devlin
                                              Chief Financial Officer


Address:                                      Address:

875 Lakeshore Blvd.                           101 Callan Avenue
Incline Village, NV 89451                     San Leandro, CA 94577
                                              (510) 297-0221







                                       16
<PAGE>

                           FIRST AMENDMENT TO LEASE
                           ------------------------


This First Amendment to Lease dated July 9th, 1999 is entered into this 19th day
of July, 1999, by and between Incline Capital Group, LLC a Nevada Corporation
("Landlord") and TriNet Employer Group, Inc. ("Tenant").

The parties hereto wish to amend the Lease to add (i) the Adjusted Base Rent to
the terms and conditions of the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.  Adjusted Base Rent.  As of the Effective Date, Section 2.1 of the Lease is
    -------------------
hereby amended so that the monthly Adjusted Base Rent shall be added for the
premises and shall be as follows:

    Month 1 - 12:     $1.65 per square foot of Rentable Area, modified gross
                              full service with Tenant being responsible to pay
                              all janitorial expenses.

    Month 13 - 24:    $1.69 per square foot of Rentable Area, modified gross
                              full service with Tenant being responsible to pay
                              all janitorial expenses.

    Month 25 - 36:    $1.73 per square foot of Rentable Area, modified gross
                              full service with Tenant being responsible to pay
                              all janitorial expenses.

    Month 37 - 48:    $1.77 per square foot of Rentable Area, modified gross
                              full service with Tenant being responsible to pay
                              all janitorial expenses.

    Month 49 - 60:    $1.82 per square foot of Rentable Area, modified gross
                              full service with Tenant being responsible to pay
                              all janitorial expenses.

2.  No Change.  Except as set forth herein, all of the terms and conditions
    ----------
of the Lease remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment as of
the day and date first written above.

LANDLORD:                                  TENANT:
INCLINE CAPITAL GROUP, LLC.                TRINET EMPLOYER GROUP, INC
A Nevada LLC                               a California corporation


By: /s/ [ILLEGIBLE] SHIRLEY               By: /s/ DOUGLAS P. DEVLIN, CFO
    ---------------------------                --------------------------

Its: Manager                               Its: Chief Financial Officer
     --------------------------                --------------------------


                                           By:_________________________


                                           Its:________________________



                                     PAGE 1
<PAGE>

                           SECOND AMENDMENT TO LEASE
                           -------------------------


This Amendment to Lease dated July 9th, 1999 is entered into this 19th day of
October, 1999, by and between INCLINE CAPITAL GROUP, LLC a Nevada Limited
Liability Company ("Landlord") and TRINET EMPLOYER GROUP, INC. a California
Corporation ("Tenant").

The parties hereto wish to amend the Lease to modify (i) the Premise to the
terms and conditions of the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.  PREMISES.
    ---------

    1.1  Description.  As of the Effective Date, Section 1.1 of the Lease is
         -----------
    hereby amended so that the Premise size shall be as follows:


    The size of the Premises shall increase from 6,364+ square feet of
                                                      -
    rentable area to 12,612+ square feet of rentable area.
                           -

    1.2  Work of Improvement.  As of the Effective Date, Section 1.2 of the
    ------------------------
         Lease is hereby amended to reflect the additional Tenant Improvement
         Allowance offered by Landlord caused by the increase in Premise size.
         Landlord and Tenant shall expend all funds and do all acts required of
         them in Exhibit B and shall have the work performed promptly and
         diligently in a first class workmanlike manner for the amount not to
         exceed $25.00 per 6,364 rentable square foot of Tenant's initial leased
         office space and an additional $25.00 per 5,534 usable square foot in
         the remainder of the expanded Premise. Any amount exceeding $25.00 per
         square foot shall be paid by Tenant at completion of work. Any amount
         less than $25.00 per square foot shall be to the benefit of the
         Landlord. The combined rentable and usable Tenant Improvement Allowance
         paid by Landlord shall not exceed $297,450.00. In addition, Landlord,
         Tenant and Broker shall split 1/3rd each of the partial cost of the
         HVAC VAV Box installation which is $15,598.00 and the VAV cost split
         three ways shall be $5,199.34 each.

2.  RENT.
    -----
    The Rent for the month of October, 1999 and November, 1999 shall be based on
    the original Lease square footage of 6,364 square feet and Rent for the
    month beginning December, 1999 through September 28, 2000 shall be based on
    the square footage of 12,612 square feet.


Except as set forth herein, all of the terms and conditions of the Lease remain
unchanged and in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
day and date first written above.

LANDLORD:                                   TENANT:

Incline Capital Group,  LLC.                TriNet Employer Group, Inc.
a Nevada Limited Liability Company          a California Corporation

By: /s/ [ILLEGIBLE]   SHIRLEY               By: /s/ DOUGLAS P. DEVLIN
    ------------------------------              ------------------------------

Its: Manager                                Its: CFO
     -----------------------------              ------------------------------