EXHIBIT 10.56


                   STANDARD MULTI-TENANT OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1.   BASIC  PROVISIONS  ("BASIC  PROVISIONS").
     1.1  PARTIES: This Lease ("Lease"), dated for reference purposes only May
                                                                           -----
21, 2003                                                               , is made
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by and between 1989 Sheehan Family Trust dated October 24, 1989 ("LESSOR")
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and Electronic Clearing House, Inc., a Nevada Corporation("LESSEE"),
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(Collectively the "PARTIES", or individually a "PARTY").
     1.2(a) PREMISES:  That certain portion of the Project (as defined below),
known as Suite Numbers(s) 200                                                  ,
                          -----------------------------------------------------
2nd floor(s), consisting of approximately 20, 030      rentable square feet and
---                                       ------------
approximately 20, 030
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useable  square  feet("PREMISES").  The  Premises  are  located  at:  730  Paseo
                                                                      ----------
Camarillo                                                   ,  in  the  City  of
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Camarillo         ,  County  of  Ventura          ,  State  of  California     ,
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with  zip  code  93010.  In  addition  to  Lessee's rights to use and occupy the
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Premises as hereinafter specified, Lessee shall have non-exclusive rights to the
Common  Areas  (as defined in Paragraph 2.7 below) as hereinafter specified, but
shall  not  have  any  rights  to  the  roof  (see Rules & Regulations #15), the
exterior  walls, the area above the dropped ceilings, or the utility raceways of
the  building  containing the Premises ("BUILDING") or to any other buildings in
the  Project.  The Premises, the Building, the Common Areas, the land upon which
they  are  located, along with all other buildings and improvements thereon, are
herein  collectively  referred  to  as  the  "PROJECT."  The Project consists of
approximately  40,030          rentable  square feet.  (See  also  Paragraph  2)
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     1.2(b)  PARKING:  136  unreserved  and ------------reserved vehicle parking
                       ---                  ------------
spaces  at  a  monthly  cost  of  $-------------------per  unreserved  space and
                                   -------------------
$------------------  per  reserved  space.  (See  Paragraph  2.6)
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     1.3  TERM: Five (5) years and Zero (0)  months ("ORIGINAL TERM") commencing
                --------           ---------
October  1,  2003("COMMENCEMENT DATE") and ending September 30, 2008("EXPIRATION
-----------------                                 ------------------
DATE").  (See  also  Paragraph  3)
     1.4  EARLY POSSESSION: May 26, 2003 ("EARLY POSSESSION DATE"). (See also
                            ------------
Paragraphs 3.2 and 3.3)
     1.5  BASE RENT: $22, 033.00 per month ("BASE RENT)", payable on the 1st day
                     -----------                                         ---
or  each  month  Commencing  November  1,  2003.  (See  also  Paragraph  4)
                             ------------------
[X]  If  this  box  is  checked, there are provisions in this Lease for the Base
     Rent  to  be  adjusted.
     1.6  LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: Fifty percent (50%)
                                                        -----          ---
("LESSEE'S SHARE"). Lessee's Share has been calculated by dividing the
approximate rentable square footage of the Premises by the total approximate
square footage of the rentable space contained in the Project and shall not be
subject to revision except in connection with an actual change in the size of
the Premises or a change in the space available for lease in the Project.
     1.7  BASE  RENT  AND  OTHER  MONIES  PAID  UPON  EXECUTION:
          (a)  BASERENT:$22,  033.00  for  the  period  October  2003
                        ------------                    ------------------------
          (b)  SECURITY  DEPOSIT:  $22,033.00  ("SECURITY  DEPOSIT").  (See also
                                 ------------
Paragraph  5)
          (c)  PARKING:$--------------  for  the  period
                       ---------------                   -----------------------
          (d)  OTHER:$3,000.00  for  Furniture/  Equipment  Fee for October 2003
                     ---------       -------------------------------------------
          (e)  TOTAL  DUE  UPON  EXECUTION  OF  THIS  LEASE:  $47,066.00
                                                              ------------------
     1.8  AGREED  USE:  General  office  use  with  "call  center"  operations.
                      ----------------------------------------------------------
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--------------------------------------------------------- (See also Paragraph 6)
     1.9  BASE  YEAR;  INSURING  PARTY.  The  Base  Year  is 2000. Lessor is the
                                                             ----
"INSURING  PARTY".  (See  also  Paragraphs  4.2  and  8)
     1.10  REAL  ESTATE  BROKERS:  (See  also  Paragraph  15)
          (a)  REPRESENTATION: The following real estate brokers (the "BROKERS")
and  brokerage relationships exist in this transaction (check applicable boxes):
[X]  CB Richard Ellis, Inc.   represents Lessor exclusively ("LESSOR'S BROKER");
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[X]  DAUt4 Commercial Real Estate Services represents Lessee exclusively
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("LESSEE'S BROKER"); or
[ ]                            represents both Lessor and Lessee ("DUAL AGENCY")
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          (b)  PAYMENT TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement for the brokerage services rendered by the Brokers).
     1.11 GUARANTOR: The obligations of the Lessee under this Lease shall be
guaranteed by
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------------------------------------------ ("GUARANTOR"): (See also Paragraph 7)


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     1.12 BUSINESS HOURS FOR THE BUILDING: SEE ADDENDUM
: 7:00     am. to 7:00     p.m., Mondays through Fridays (except Building
  ----           -----
Holidays) and 8:00     a.m. to 1:00      p.m. on Saturdays (except Building
              --------         ---------
Holidays). "BUILDING HOLIDAYS" shall mean the dates of observation of New Year's
Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, Christmas Day, and
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     1.13     LESSOR SUPPLIED SERVICES. Notwithstanding the provisions of
Paragraph 11.1, Lessor is NOT obligated to provide the following:
[X]  Janitorial services
[X]  Electricity
[X]  Other (specify): See Section 11
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     1.14     ATTACHMENTS. Attached hereto are the following, all of which
constitute a part of this Lease:
[X]  an Addendum consisting of Paragraphs 51            through 67             ;
                                          -------------         ---------------
[X]  a plot plan depicting the Premises;
[X]  a current set of the Rules and Regulations;
[ ]  a Work Letter;
[ ]  a  janitorial  schedule:
[X]  other  (specify):  Standard  Offer,  Agreement  and Escrow Instructions for
                        --------------------------------------------------------
Purchase  of  Real  Estate,  Addendum,  Seller's  Mandatory Disclosure Statement
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2.   PREMISES.
     2.1  LETTING  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the  Premises,  for the term, at the rental, and upon all of the terms,
covenants  and  conditions  set  forth  in this Lease. Unless otherwise provided
herein,  any  statement  of  size set forth in this Lease, or that may have been
used  in  calculating  Rent,  is  an  approximation  which  the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not  the  actual  size  is  more  or less. NOTE: LESSEE IS ADVISED TO VERITY THE
ACTUAL  SIZE  PRIOR  TO  EXECUTING  THIS  LEASE.
     2.2  CONDITION.  Lessor  shall  deliver  the  Premises to Lessee in a clean
condition on the Commencement Date or the Early Possession Date, whichever first
occurs ("START DATE"), and warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
and  all  other items which the Lessor is obligated to construct pursuant to the
Work  Letter  attached  hereto,  if any, other than those constructed by Lessee,
shall  be  in  good  operating  condition  on  said  date.
     2.3  COMPLIANCE.  Lessor  warrants  that  the  improvements  comprising the
Premises and the Common Areas comply with the building codes that were in effect
at the time that each such improvement, or portion thereof, was constructed, and
also with all applicable laws, covenants or restrictions of record, regulations,
and  ordinances  ("Applicable  Requirements")  in effect on the Start Date. Said
warranty  does  not  apply  to  the  use  to which Lessee will put the Premises,
modifications  which  may  be required by the Americans with Disabilities Act or
any  similar  laws  as  a  result  of Lessee's use (see Paragraph 50), or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be  made  by  Lessee. NOTE: LESSEE IS RESPONSIBLE FOR DETERMINING WHETHER OR NOT
THE  ZONING  AND  OTHER  APPLICABLE  REQUIREMENTS  ARE  APPROPRIATE FOR LESSEE'S
INTENDED  USE,  AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO LONGER BE
ALLOWED.  IF THE Premises do not comply with said warranty, Lessor shall, except
as  otherwise  provided,  promptly  after  receipt of written notice from Lessee
setting  forth  with  specificity  the nature and extent of such non-compliance,
rectify  the same. If the Applicable Requirements are hereafter changed so as to
require  during  the term of this Lease the construction of an addition to or an
alteration  of  the Premises, the remediation of any Hazardous Substance, or the
reinforcement  or  other  physical  modification  of  the  Premises  ("Capital
Expenditure"),  Lessor  and  Lessee  shall  allocate  the  cost  of such work as
follows:
          (a)  Subject  to  Paragraph 2.3(c) below, if such Capital Expenditures
are  required  as  a  result  of  the specific and unique use of the Premises by
Lessee  as  compared  with  uses  by  tenants  in general, Lessee shall be fully
responsible  for  the  cost  thereof,  provided,  however  that  if such Capital
Expenditure  is  required  during  the  last  2 years of this Lease and the cost
thereof  exceeds  6  months'  Base Rent, Lessee may instead terminate this Lease
unless  Lessor  notifies  Lessee,  in  writing,  within 10 days after receipt of
Lessee's  termination  notice  that  Lessor  has  elected  to pay the difference
between  the actual cost thereof and the amount equal to 6 months' Base Rent. If
Lessee  elects  termination,  Lessee  shall  immediately  cease  the  use of the
Premises  which  requires such Capital Expenditure and deliver to Lessor written
notice  specifying  a  termination  date  at  least  90  days  thereafter.  Such
termination  date  shall, however, in no event be earlier than the last day that
Lessee  could  legally  utilize  the  Premises  without  commencing such Capital
Expenditure.
          (b)  If such Capital Expenditure is not the result of the specific and
unique  use  of the Premises by Lessee (such as, governmentally mandated seismic
modifications),  then  Lessor and Lessee shall allocate the cost of such Capital
Expenditure  as  follows:  Lessor  shall  advance  the  funds necessary for such
Capital  Expenditure but Lessee shall be obligated to pay, each month during the
remainder  of  the term of this Lease, on the date on which Base Rent is due, an
amount  equal  to  the product of multiplying Lessee's share of the cost of such
Capital  Expenditure  (the  percentage specified in Paragraph 1.6 by a fraction,
the  numerator of which is one, and the denominator of which is 144 (le. 1/144th
of  the cost per month). Lessee shall pay interest on the unamortized balance of
Lessee's  share  at  a  rate  that is commercially reasonable in the judgment of
Lessor's  accountants.  Lessee  may, however, prepay its obligation at any time.
Provided,  however, that if such Capital Expenditure is required during the last
2  years  of  this  Lease  or  if  Lessor  reasonably  determines that it is not
economically  feasible to pay its share thereof, Lessor shall have the option to
terminate  this  Lease upon 90 days prior written notice to Lessee unless Lessee
notifies  Lessor,  in  writing,  within  10  days  after  receipt  of  Lessor's
termination  notice that Lessee will pay for such Capital Expenditure. If Lessor
does  not  elect to terminate, and fails to tender its share of any such Capital
Expenditure,  Lessee may advance such funds and deduct same, with Interest, from
Rent  until  Lessor's  share  of  such  costs have been fully paid. If Lessee is
unable  to finance Lessor's share, or if the balance of the Rent due and payable
for  the  remainder of this Lease is not sufficient to fully reimburse Lessee on
an  offset  basis,  Lessee  shall have the right to terminate this Lease upon 30
days  written  notice  to  Lessor.
          (c)  Notwithstanding  the  above,  the  provisions  concerning Capital
Expenditures  are  intended  to  apply only to nonvoluntary, unexpected, and new
Applicable  Requirements.  If  the Capital Expenditures are instead triggered by
Lessee  as  a result of an actual or proposed change in use, change in intensity
of  use,  modification  to the Premises then, and in that event, Lessee shall be
fully  responsible  for the cost thereof, and Lessee shall not have any right to
terminate  this  Lease.

     2.4  ACKNOWLEDGEMENTS.  Lessee  acknowledges  that:  (a)  Lessee  has  been
advised by Lessor and/or Brokers to satisfy itself with respect to the condition
of  the  Premises  (including  but  not limited to the electrical, HVAC and fire
sprinkler  systems,  security,  environmental  aspects,  and  compliance  with
Applicable  Requirements),  and their suitability for Lessee's intended use, (b)
Lessee  has made such investigation as it deems necessary with reference to such
matters  and  assumes  all  responsibility  therefor  as  the same relate to its
occupancy  of the Premises, and (C) neither Lessor, Lessor's agents, nor Brokers
have  made  any  oral  or  written


<PAGE>
representations  or  warranties  with  respect to said matters other than as set
forth  in  this  Lease.  In addition, Lessor acknowledges that: (i) Brokers have
made  no  representations, promises or warranties concerning Lessee's ability to
honor  the  Lease or suitability to occupy the Premises, and (ii) it is Lessor's
sole  responsibility  to investigate the financial capability and/or suitability
of  all  proposed  tenants.
     2.5  LESSEE  AS  PRIOR  OWNER/OCCUPANT.  The  warranties  made by Lessor in
Paragraph  2  shall  be  of no force or effect if immediately prior to the Start
Date,  Lessee  was  the owner or occupant of the Premises. In such event, Lessee
shall  be  responsible  for  any  necessary  corrective  work.
     2.6  VEHICLE  PARKING.  So long as Lessee is not in default, and subject to
the  Rules  and  Regulations  attached hereto, and as established by Lessor from
time  to  time,  Lessee  shall be entitled to rent and use the number of parking
spaces  specified in Paragraph 1.2(b) at the rental rate applicable from time to
time  for  monthly  parking  as  set  by  Lessor  and/or  its  licensee.
          (a)  If  Lessee  commits,  permits  or  allows  any  of the prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have  the  right,  without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to  Lessee,  which  cost  shall  be  immediately  payable upon demand by Lessor.
          (b)  The  monthly rent per parking space specified in Paragraph 1.2(b)
is  subject  to change upon 30 days prior written notice to Lessee. The rent for
the  parking  is  payable  one  month  in advance prior to the first day of each
calendar  month.
     2.7  COMMON  AREAS  - DEFINITION. THE term "COMMON AREAS" is defined as all
areas  and facilities outside the Premises and within the exterior boundary line
of  the  Project  and  interior  utility  raceways  and installations within the
Premises  that  are  provided and designated by the Lessor from time to time for
the  general nonexclusive use of Lessor, Lessee and other tenants of the Project
and  their respective employees, suppliers, shippers, customers, contractors and
invitees,  including,  but not limited to, common entrances, lobbies, corridors,
stairwells,  public  restrooms,  elevators, parking areas, loading and unloading
areas,  trash  areas,  roadways,  walkways,  driveways  and  landscaped  areas.
     2.8  COMMON  AREAS  -  Lessee's  Rights.  Lessor  grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and  invitees,  during the term of this Lease, the nonexclusive right to use, in
common  with  others  entitled  to such use, the Common Areas as they exist from
time  to  time, subject to any rights, powers, and privileges reserved by Lessor
under  the  terms  hereof  or  under  the  terms of any rules and regulations or
restrictions  governing the use of the Project. Under no circumstances shall the
right  herein  granted to use the Common Areas be deemed to include the right to
store  any  property,  temporarily or permanently, in the Common Areas. Any such
storage  shall  be  permitted  only  by  the  prior written consent of Lessor or
Lessor's  designated  agent,  which  consent  may be revoked at any time. In the
event  that  any  unauthorized  storage  shall  occur then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have,  to remove the property and charge the cost to Lessee, which cost shall be
immediately  payable  upon  demand  by  Lessor.
     2.9  COMMON  AREAS  - Rules and Regulations. Lessor or such other person(s)
as  Lessor  may  appoint  shall have the exclusive control and management of the
Common  Areas  and  shall  have  the right, from time to time, to adopt, modify,
amend and enforce reasonable rules and regulations ("Rules and Regulations") for
the  management,  safety,  care, and cleanliness of the grounds, the parking and
unloading  of  vehicles  and  the preservation of good order, as well as for the
convenience  of  other  occupants or tenants of the Building and the Project and
their  invitees. The Lessee agrees to abide by and conform to all such Rules and
Regulations,  and  to  cause  its  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to  so  abide  and  conform,  Lessor  shall  not  be
responsible  to  Lessee for the noncompliance with said Rules and Regulations by
other  tenants  of  the  Project.
     2.10  COMMON AREAS - Changes. Lessor shall have the right, in Lessor's sole
discretion,  from  time  to  time:
          (a)  To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;
          (b)  To  close  temporarily  any  of  the Common Areas for maintenance
purposes  so  long  as  reasonable  access  to  the  Premises remains available;
          (c)  To  designate other land outside the boundaries of the Project to
be  a  part  of  the  Common  Areas;
          (d)  To add additional buildings and improvements to the Common Areas;
          (e)  To  use  the  Common  Areas  while  engaged  in making additional
improvements, repairs or alterations to the Project, or any portion thereof; and
          (f)  To do and perform such other acts and make such other changes in,
to  or  with  respect  to  the  Common  Areas  and Project as Lessor may, in the
exercise  of  sound  business  judgment,  deem  to  be  appropriate.

3.   TERM.
     3.1  TERM. The Commencement Date, Expiration Date and Original Term of this
Lease  are  as  specified  in  Paragraph  1.3.
     3.2  EARLY POSSESSION. If Lessee totally or partially occupies the Premises
prior  to the Commencement Date, the obligation to pay Base Rent shall be abated
for  the  period  of  such  early  possession.  All  other  terms  of this Lease
(including  but  not  limited  to  the  obligations to pay Lessee's Share of the
Operating Expense Increase) shall, however, be in effect during such period. Any
such  early  possession  shall  not  affect  the  Expiration  Date.
     3.3  DELAY  IN  POSSESSION.  Lessor  agrees  to  use  its best commercially
reasonable  efforts  to  deliver  possession  of  the  Premises to Lessee by the
Commencement  Date.  If,  despite  said  efforts,  Lessor  is  unable to deliver
possession  by such date, Lessor shall not be subject to any liability therefor,
nor  shall  such  failure  affect  the validity of this Lease. Lessee shall not,
however,  be obligated to pay Rent or perform its other obligations until Lessor
delivers possession of the Premises and any period of rent abatement that Lessee
would  otherwise  have enjoyed shall run from the date of delivery of possession
and  continue  for  a  period  equal to what Lessee would otherwise have enjoyed
under  the  terms  hereof,  but  minus  any  days of delay caused by the acts or
omissions  of  Lessee.  If  possession is not delivered within 60 days after the
Commencement  Date,  as  the  same  may  be extended under the terms of any Work
Letter  executed  by  Parties,  Lessee  may, at its option, by notice in writing
within  10 days after the end of such 60 day period, cancel this Lease, in which
event  the  Parties  shall be discharged from all obligations hereunder. If such
written  notice  is  not  received by Lessor within said 10 day period, Lessee's
right  to cancel shall terminate. If possession of the Premises is not delivered
within  120  days after the Commencement Date, this Lease shall terminate unless
other  agreements  are  reached  between  Lessor  and  Lessee,  in  writing.
     3.4  LESSEE  COMPLIANCE. Lessor shall not be required to deliver possession
of  the  Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall  be  required  to perform all of its obligations under this Lease from and
after  the  Start  Date, including the payment of Rent, notwithstanding Lessor's
election  to  withhold possession pending receipt of such evidence of insurance.
Further,  if  Lessee  is  required  to  perform any other conditions prior to or
concurrent  with the Start Date, the Start Date shall occur but Lessor may elect
to  withhold  possession  until  such  conditions  are  satisfied.

4.    RENT.
     4.1  RENT  DEFINED.  All monetary obligations of Lessee to Lessor under the
terms  of  this  Lease  (except  for the Security Deposit) are deemed to be rent
("Rent").


<PAGE>
     4.2  OPERATING EXPENSE INCREASE. If the building is less than 95% occupied,
the  base  year expenses shall be grossed up to a 95% occupancy level arid fully
assessed  for  real  estate  tax purposes. Lessee shall pay to Lessor during the
term  hereof,  in
addition  to  the Base Rent, Lessee's Share of the amount by which all Operating
Expenses  for  each Comparison Year exceeds the amount of all Operating Expenses
for  the  Base Year, such excess being hereinafter referred to as the "OPERATING
EXPENSE  LNCREASE",  in  accordance  with  the  following  provisions:
          (a)  "BASE  YEAR"  is  as  specified  in  Paragraph  1.9.
          (b)  "COMPARISON  YEAR"  is  defined  as each calendar year during the
term  of this Lease subsequent to the Base Year; provided, however, Lessee shall
have  no  obligation to pay a share of the Operating Expense Increase applicable
to  the  first 12 months of the Lease Term (other than such as are mandated by a
governmental  authority,  as  to which government mandated expenses Lessee shall
pay  Lessee's  Share,  notwithstanding  they  occur during the first twelve (12)
months). Lessee's Share of the Operating Expense Increase for the first and last
Comparison  Years  of the Lease Term shall be prorated according to that portion
of  such  Comparison  Year as to which Lessee is responsible for a share of such
increase.
          (c)  "OPERATING  EXPENSES"  include  all  costs  incurred  by  Lessor
relating  to  the  ownership  and operation of the Project, calculated as if the
Project was at least 95% occupied. including, but not limited to, the following:
                    (i)  The operation, repair, and maintenance in neat, clean,
safe, good order and condition, but not the replacement (see subparagraph (g)),
of the following:
                         (aa) The Common Areas, including their surfaces,
coverings, decorative items, carpets, drapes and window coverings, and including
parking areas, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, Common Area lighting facilities, building exteriors and
roofs, fences and gates;
                         (bb)  All  heating,  air  conditioning,  plumbing,
electrical  systems,  life  safety  equipment,  communication  systems and other
equipment  used in common by, or for the benefit of, lessees or occupants of the
Project,  including elevators and escalators, tenant directories, fire detection
systems  including  sprinkler  system  maintenance  and  repair.
                    (ii)  Trash disposal, janitorial and security services, pest
control  services,  and  the  costs  of  any  environmental  inspections;
                    (iii)  Any  other  service  to be provided by Lessor that is
elsewhere  in  this  Lease  stated  to  be  an  "Operating  Expense";
                    (iv)  The  cost  of  the premiums for the insurance policies
maintained  by  Lessor  pursuant to paragraph 8 and any deductible portion of an
insured  loss  concerning  the  Building  or  the  Common  Areas;
                    (v)  The amount of the Real Property Taxes payable by Lessor
pursuant  to  paragraph  10;
                    (vi)  The  cost of water, sewer, gas, electricity, and other
publicly  mandated  services  not  separately  metered;
                    (vii)  Labor,  salaries,  and applicable fringe benefits and
costs,  materials,  supplies  and tools, used in maintaining and/or cleaning the
Project  and accounting and management fees attributable to the operation of the
Project;
                    (viii)  The  cost of any Capital Expenditure to the Building
or  the  Project  not  covered  under  the provisions of Paragraph 2.3 provided;
however,  that  Lessor  shall  allocate the cost of any such Capital Expenditure
over a 12 year period and Lessee shall not be required to pay more than Lessee's
Share  of  1/144th  of  the cost of such Capital Expenditure in any given month;
                    (ix)  Replacement  of  equipment or improvements that have a
useful  life  for  accounting  purposes  of  5  years  or  less.
          (d)  Any  item  of Operating Expense that is specifically attributable
to  the Premises, the Building or to any other building in the Project or to the
operation,  repair  and maintenance thereof, shall be allocated entirely to such
Premises,  Building,  or  other  building.  However,  any  such item that is not
specifically  attributable  to  the  Building or to any other building or to the
operation,  repair  and  maintenance  thereof,  shall  be equitably allocated by
Lessor  to  all  buildings  in  the  Project.
          (e)  The  inclusion  of  the improvements, facilities and services set
forth  in  Subparagraph  4.2(c) shall not be deemed to impose an obligation upon
Lessor  to  either  have  said  improvements  or  facilities or to provide those
services  unless  the  Project already has the same, Lessor already provides the
services,  or  Lessor  has agreed elsewhere in this Lease to provide the same or
some  of  them.
          (9   Lessee's  Share of Operating Expense Increase shall be payable by
Lessee  within  10 days after a reasonably detailed statement of actual expenses
is  presented to Lessee by Lessor. At Lessor's option, however, an amount may be
estimated  by  Lessor  from  time  to  time  in advance of Lessee's Share of the
Operating  Expense  Increase  for  any  Comparison  Year,  and the same shall be
payable  monthly  during each Comparison Year of the Lease term, on the same day
as  the  Base  Rent  is  due  hereunder.  In the event that Lessee pays Lessor's
estimate  of  Lessee's  Share of Operating Expense Increase as aforesaid, Lessor
shall  deliver  to Lessee within 60 days after the expiration of each Comparison
Year  a  reasonably  detailed  statement  showing  Lessee's  Share of the actual
Operating Expense Increase incurred during such year. If Lessee's payments under
this paragraph (9 during said Comparison Year exceed Lessee's Share as indicated
on  said  statement,  Lessee  shall  be  entitled  to  credit the amount of such
overpayment  against  Lessee's  Share of Operating Expense Increase next falling
due.  If Lessee's payments under this paragraph during said Comparison Year were
less  than  Lessee's  Share  as indicated on said statement, Lessee shall pay to
Lessor  the  amount of the deficiency within 10 days after delivery by Lessor to
Lessee  of said statement. Lessor and Lessee shall forthwith adjust between them
by  cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases,  notwithstanding  that  the Lease term may have terminated before the
end  of  such  Comparison  Year.
          (g)  Operating Expenses shall not include the costs of replacement for
equipment or capital components such as the roof, foundations, exterior walls or
a  Common  Area  capital improvement, such as the parking lot paving, elevators,
fences that have a useful life for accounting purposes of 5 years or more unless
it is of the type described in paragraph 4.2(c) (viii), in which case their cost
shall  be  included  as  above  provided.
          (h)  Operating  Expenses  shall  not  include any expenses paid by any
tenant  directly to third parties, or as to which Lessor is otherwise reimbursed
by  any  third  party,  other  tenant,  or  by  insurance  proceeds.
     4.3  PAYMENT. Lessee shall cause payment of Rent to be received by Lessor
in lawful money of the United States on or before the day on which it is due,
without offset or deduction (except as specifically permitted in this Lease).
Rent for any period during the term hereof which is for less than one full
calendar month shall be prorated based upon the actual number of days of said
month. Payment of Rent shall be made to Lessor at its address stated herein or
to such other persons or place as Lessor may from time to time designate in
writing. Acceptance of a payment which is less than the amount then due shall
not be a waiver of Lessor's rights to the balance of such Rent, regardless of
Lessor's endorsement of any check so stating. In the event that any check,
draft, or other instrument of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum or ~25 in addition to any
Late Charge. Payments will be applied first to accrued late charges and
attorney's fees, second to accrued interest, then to Base Rent and Operating
Expense increase, and any remaining amount to any other outstanding charges or
costs.

5.   SECURITY  DEPOSIT.  Lessee  shall deposit with Lessor upon execution hereof
the  Security  Deposit  as  security  for  Lessee's  faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under  this  Lease,  Lessor  may  use,  apply


<PAGE>
or  retain  all  or  any portion of said Security Deposit for the payment of any
amount  due  Lessor  or  to  reimburse  or  compensate Lessor for any liability,
expense,  loss  or damage which Lessor may suffer or incur by reason thereof. If
Lessor  uses or applies all or any portion of the Security Deposit, Lessee shall
within  10  days  after  written  request  therefor,  deposit monies with Lessor
sufficient  to restore said Security Deposit to the full amount required by this
Lease.  If  the Base Rent increases during the term of this Lease, Lessee shall,
upon  written request from Lessor, deposit additional moneys with Lessor so that
the  total  amount  of  the  Security  Deposit  shall at all times bear the same
proportion  to  the  increased Base Rent as the initial Security Deposit bore to
the  initial  Base  Rent.  Should  the  Agreed  Use  be amended to accommodate a
material  change  in  the  business  of  Lessee or to accommodate a sublessee or
assignee,  Lessor  shall  have the right to increase the Security Deposit to the
extent  necessary, in Lessor's reasonable judgment, to account for any increased
wear  and  tear that the Premises may suffer as a result thereof. If a change in
control  of  Lessee  occurs  during  this  Lease  and  following such change the
financial condition of Lessee is, in Lessor's reasonable judgment, significantly
reduced,  Lessee  shall  deposit  such additional monies with Lessor as shall be
sufficient  to  cause  the  Security  Deposit to be at a commercially reasonable
level  based on such change in financial condition. Lessor shall not be required
to  keep the Security Deposit separate from its general accounts. Within 14 days
after the expiration or termination of this Lease, if Lessor elects to apply the
Security  Deposit  only  to  unpaid Rent, and otherwise within 30 days after the
Premises  have  been  vacated  pursuant  to Paragraph 7.4(c) below, Lessor shall
return  that  portion  of the Security Deposit not used or applied by Lessor. No
part  of  the  Security Deposit shall be considered to be held in trust, to bear
interest  or  to  be  prepayment  for any monies to be paid by Lessee under this
Lease.

6.   USE.
     6.1  USE. Lessee shall use and occupy the Premises only for the Agreed Use,
or  any other legal use which is reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner that
is  unlawful, creates damage, waste or a nuisance, or that disturbs occupants of
or  causes  damage  to  neighboring  premises  or  properties.  Lessor shall not
unreasonably  withhold  or  delay  its  consent  to  any  written  request for a
modification  of  the  Agreed  Use,  so  long  as  the  same will not impair the
structural  integrity  of  the  improvements of the Building, will not adversely
affect  the  mechanical,  electrical,  HVAC,  and other systems of the Building,
and/or will not affect the exterior appearance of the Building. If Lessor elects
to  withhold consent, Lessor shall within 7 days after such request give written
notification  of  same,  which  notice  shall include an explanation of Lessor's
objections  to  the  change  in  the  Agreed  Use.

     6.2  HAZARDOUS  SUBSTANCES.  See  Addendum
          (a)  REPORTABLE  USES  REQUIRE CONSENT. The term "Hazardous Substance"
as  used  in  this  Lease  shall  mean  any  product,  substance, or waste whose
presence,  use,  manufacture,  disposal,  transportation,  or release, either by
itself or in combination with other materials expected to be on the Premises, is
either:  (i)  potentially injurious to the public health, safety or welfare, the
environment  or  the  Premises,  (ii) regulated or monitored by any governmental
authority,  or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency  or  third party under any applicable statute or common law
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline,  and/or crude oil or any products, byproducts or fractions
thereof.  Lessee  shall  not  engage in any activity in or on the Premises which
constitutes  a  Reportable Use of Hazardous Substances without the express prior
written  consent  of Lessor and timely compliance (at Lessee's expense) with all
Applicable Requirements. "Reportable Use" shall mean (I) the installation or use
of  any  above  or  below  ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a  permit  from,  or  with  respect  to  which a report, notice, registration or
business  plan  is required to be filed with, any governmental authority, and/or
(iii)  the  presence  at  the  Premises of a Hazardous Substance with respect to
which  any  Applicable  Requirements  requires that a notice be given to persons
entering  or  occupying  the Premises or neighboring properties. Notwithstanding
the  foregoing,  Lessee  may use any ordinary and customary materials reasonably
required  to  be  used  in  the normal course of the Agreed Use such as ordinary
office  supplies  (copier  toner, liquid paper, glue, etc.) and common household
cleaning  materials,  so  long  as such use is in compliance with all Applicable
Requirements,  is  not  a  Reportable  Use,  and does not expose the Premises or
neighboring property to any meaningful risk of contamination or damage or expose
Lessor  to any liability therefor. In addition, Lessor may condition its consent
to  any  Reportable  Use  upon  receiving  such  additional assurances as Lessor
reasonably  deems  necessary  to protect itself, the public, the Premises and/or
the  environment  against  damage.  contamination,  injury  and/or  liability,
including,  but not limited to, the installation (and removal on or before Lease
expiration  or  termination)  of  protective  modifications  (such  as  concrete
encasements)  and/or  increasing  the  Security  Deposit.
          (b)  Duty  to  Inform Lessor. If Lessee knows, or has reasonable cause
to  believe,  that a Hazardous Substance has come to be located in, on, under or
about  the  Premises,  other  than  as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with  a  copy  of  any report, notice, claim or other documentation which it has
concerning  the  presence  of  such  Hazardous  Substance.
          (c)  Lessee  Remediation.  Lessee  shall  not  cause  or  permit  any
Hazardous  Substance  to be spilledor releasedin,on,under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's  expense,  comply  with  all  Applicable  Requirements  and  take  all
investigatory  and/or  remedial  action  reasonably  recommended, whether or not
formally  ordered  or required, for the cleanup of any contamination of, and for
the  maintenance,  security  and/or  monitoring  of  the Premises or neighboring
properties,  that  was  caused  or  materially  contributed  to  by  Lessee,  or
pertaining  to  or  involving  any Hazardous Substance brought onto the Premises
during  the  term  of  this  Lease,  by  or  for  Lessee,  or  any  third party.
          (d)  Lessee  Indemnification.  Lessee shall indemnify, defend and hold
Lessor,  its agents, employees, lenders and ground lessor, if any, harmless from
and  against  any  and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party (provided, however, that Lessee shall have no liability under
this  Lease  with  respect  to  underground migration of any Hazardous Substance
under  the  Premises from areas outside of the Project not caused or contributed
to  by  Lessee).  Lessee's obligations shall include, but not be limited to, the
effects  of  any  contamination or injury to person, property or the environment
created  or  suffered  by  Lessee,  and  the  cost  of  investigation,  removal,
remediation,  restoration  and/or abatement, and shall survive the expiration or
termination  of  this  Lease.  No termination, cancellation or release agreement
entered  into  by  Lessor  and  Lessee shall release Lessee from its obligations
under  this  Lease  with respect to Hazardous Substances, unless specifically so
agreed  by  Lessor  in  writing  at  the  time  of  such  agreement.
          (e)  Lessor  Indemnification.  Lessor  and  its successors and assigns
shall  indemnify,  defend, reimburse and hold Lessee, its employees and lenders,
harmless  from and against any and all environmental damages, including the cost
of  remediation,  which  result  from  Hazardous Substances which existed on the
Premises prior to Lessee's occupancy or which are caused by the gross negligence
or  willful misconduct of Lessor, its agents or employees. Lessor's obligations,
as  and  when required by the Applicable Requirements, shall include, but not be
limited  to,  the  cost  of  investigation,  removal, remediation, resto.r.ation
and/or abatement, and shall survive the expiration or termination of this Lease.
          (f)  Investigations  and  Remediations.  Lessor  shall  retain  the
responsibility  and  pay for any investigations or remediation measures required
by  governmental  entities  having jurisdiction with respect to the existence of
Hazardous  Substances  on  the Premises prior to Lessee's occupancy, unless such
remediation  measure  is  required  as  a  result  of  Lessee's  use  (including
"Alterations",  as  defined in paragraph 7.3(a) below) of the Premises, in which
event Lessee shall be responsible for such payment. Lessee shall cooperate fully
in  any  such activities at the request of Lessor, including allowing Lessor and
Lessor's  agents  to  have  reasonable  access  to  the


<PAGE>
Premises  at  reasonable  times in order to carry out Lessor's investigative and
remedial  responsibilities.
          (g)  Lessor  Termination  Option.  If  a Hazardous Substance Condition
(see  Paragraph  9.1(e))  occurs during the term of this Lease, unless Lessee is
legally  responsible therefor (in which case Lessee shall make the investigation
and  remediation  thereof required by the Applicable Requirements and this Lease
shall  continue  in  full force and effect, but subject to Lessor's rights under
Paragraph  6.2(d)  and Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate  and  remediate  such Hazardous Substance Condition, if required, as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue  in  full  force and effect, or (ii) if the estimated cost to remediate
such  condition  exceeds  12  times  the  then  monthly  Base  Rent or $100,000,
whichever  is  greater,  give  written  notice  to  Lessee, within 30 days after
receipt  by  Lessor  of  knowledge of the occurrence of such Hazardous Substance
Condition,  of  Lessor's  desire  to terminate this Lease as of the date 60 days
following  the  date  of  such  notice.  in  the  event  Lessor elects to give a
termination  notice,  Lessee may, within 10 days thereafter, give written notice
to  Lessor  of  Lessee's  commitment  to pay the amount by which the cost of the
remediation  of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide  Lessor with said funds or satisfactory assurance thereof within 30 days
following  such  commitment.  In  such  event, this Lease shall continue in full
force  and  effect, and Lessor shall proceed to make such remediation as soon as
reasonably  possible  after the required funds are available, if Lessee does not
give  such notice and provide the required funds or assurance thereof within the
time  provided,  this Lease shall terminate as of the date specified in Lessor's
notice  of  termination.
     6.3  Lessee's  Compliance with Applicable Requirements. Except as otherwise
provided  in  this  Lease,  Lessee  shall,  at  Lessee's  sole  expense,  fully,
diligently  and  in  a  timely  manner,  materially  comply  with all Applicable
Requirements,  the  requirements of any applicable fire insurance underwriter or
rating  bureau, and the recommendations of Lessor's engineers and/or consultants
which  relate  in  any  manner  to  the Premises, without regard to whether said
requirements  are now in effect or become effective after the Start Date. Lessee
shall,  within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information evidencing
Lessee's  compliance  with  any Applicable Requirements specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of  any  threatened  or  actual  claim,  notice, citation,
warning, complaint or report pertaining to or involving the failure of Lessee or
the  Premises  to  comply  with  any  Applicable  Requirements.
     6.4  Inspection;  Compliance.  Lessor  and Lessor's "Lender" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time,  in  the  case of an emergency, and otherwise at reasonable times, for the
purpose  of inspecting the condition of the Premise and for verifying compliance
by  Lessee  with  this  Lease. The cost of any such inspections shall be paid by
Lessor,  unless a violation of Applicable Requirements, or a Hazardous Substance
Condition  (see  paragraph  9.le)  is  found  to  exist  or  be imminent, or the
inspection  is  requested  or ordered by a governmental authority. In such case,
Lessee  shall  upon request reimburse Lessor for the cost of such inspection, so
long as such inspection is reasonably related to the violation or contamination.

7.   MAINTENANCE;  REPAIRS;  UTILITY  INSTALLATIONS;  TRADE  FIXTURES  AND
ALTERATIONS.
     7.1  LESSEE'S  OBLIGATIONS. Notwithstanding Lessor's obligation to keep the
Premises  in  good condition and repair, Lessee shall be responsible for payment
of the cost thereof to Lessor as additional rent for that portion of the cost of
any  maintenance and repair of the Premises, or any equipment (wherever located)
that serves only Lessee or the Premises, to the extent such cost is attributable
to  causes beyond normal wear and tear. Lessee shall be responsible for the cost
of painting, repairing or replacing wall coverings, and to repair or replace any
improvements  with  the  Premises.  Lessor  may,  at its option, upon reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the  cost  of  which  is  otherwise  Lessee's  responsibility  hereunder.
     7.2  LESSOR'S  OBLIGATIONS.  Subject  to  the  provisions of Paragraphs 2.2
(Condition),  2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's
Obligations),  9  (Damage or Destruction) and 14 (Condemnation), Lessor, subject
to  reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition
and  repair  the  foundations,  exterior walls, structural condition of interior
bearing  walls,  exterior  roof,  fire sprinkler system, fire alarm and/or smoke
detection  systems, fire hydrants, and the Common Areas. Lessee expressly waives
the  benefit  of  any  statute  now  or  hereafter in effect to the extent it is
inconsistent  with  the  terms  of  this  Lease.
     7.3  "UTILITY  INSTALLATIONS;  TRADE  FIXTURES;  ALTERATIONS.
          (a)  DEFINITIONS. The term "Utility Installations" refers to all floor
and  window  coverings,  air  lines,  vacuum  lines,  power  panels,  electrical
distribution,  security  and  fire  protection  systems,  communication cabling,
lighting  fixtures, HVAC equipment, and plumbing in or on the Premises. The term
"Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed
without  doing  material  damage  to  the  Premises.  The  term
Alterations" shall mean any modification of the improvements, other than Utility
Installations  or Trade Fixtures, whether by addition or deletion. "Lessee Owned
Alterations  and  or  Utility  Installations"  are defined as Alterations and/or
Utility  Installations  made by Lessee that are not yet owned by Lessor pursuant
to  Paragraph  7.4(a).
          (b)  CONSENT.  Lessee  shall  not  make  any  Alterations  or  Utility
Installations  to  the  Premises  without Lessor's prior written consent. Lessee
may,  however,  make non-structural Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long  as  they  are  not  visible  from  the outside, do not involve puncturing,
relocating  or  removing  the roof, ceilings, floors or any existing walls, will
not  affect  the electrical, plumbing, HVAC, and/or life safety systems, and the
cumulative  cost  thereof  during  this Lease as extended does not exceed $2000.
Notwithstanding  the  foregoing,  Lessee  shall  not  make  or  permit  any roof
penetrations  and/or  install  anything  on  the  roof without the prior written
approval  of  Lessor.  Lessor  may, as a precondition to granting such approval,
require  Lessee  to  utilize  a contractor chosen and/or approved by Lessor. Any
Alterations  or Utility Installations that Lessee shall desire to make and which
require  the  consent of the Lessor shall be presented to Lessor in written form
with  detailed  plans.  Consent  shall  be deemed conditioned upon Lessee's: (i)
acquiring  all  applicable  governmental  permits,  (ii)  furnishing Lessor with
copies  of  both  the  permits  and  the  plans  and  specifications  prior  to
commencement  of  the  work,  and  (iii)  compliance with all conditions of said
permits  and  other  Applicable Requirements in a prompt and expeditious manner.
Any  Alterations  or  Utility  Installations shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish  Lessor  with  asbuilt plans and specifications. For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee  providing  a  lien and completion bond in an amount equal to 150% of the
estimated  cost  of such Alteration or Utility Installation and/or upon Lessee's
posting  an  additional  Security  Deposit  with  Lessor.
          (c)  LIENS; Bonds. Lessee shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use  on  the  Premises,  which claims are or may be secured by any mechanic's or
materialmen's  lien  against  the Premises or any interest therein. Lessee shall
give  Lessor  not less than 10 days notice prior to the commencement of any work
in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim
or  demand,  then  Lessee  shall, at its sole expense defend and protect itself,
Lessor  and  the  Premises  against  the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement thereof. If
Lessor  shall  require, Lessee shall furnish a surety bond in an amount equal to
150%  of  the  amount  of  such  contested  lien,  claim or demand, indemnifying


<PAGE>
Lessor  against  liability  for the same. If Lessor elects to participate in any
such  action,  Lessee  shall  pay  Lessor's  attorneys'  fees  and  costs.
     7.4  OWNERSHIP;  REMOVAL;  SURRENDER;  AND  RESTORATION.
          (a)  Ownership.  Subject to Lessor's right to require removal or elect
ownership  as  hereinafter  provided,  all Alterations and Utility Installations
made  by  Lessee  shall  be the property of Lessee, but considered a part of the
Premises.  Lessor  may,  at any time, elect in writing to be the owner of all or
any  specified  part  of the Lessee Owned Alterations and Utility Installations.
Unless  otherwise  instructed  per  paragraph  7.4(b)  hereof,  all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of
this  Lease, become the property of Lessor and be surrendered by Lessee with the
Premises.

          (b)  REMOVAL.  By delivery to Lessee of written notice from Lessor not
earlier  than 90 and not later than 30 days prior to the end of the term of this
Lease,  Lessor  may  require that any or all Lessee Owned Alterations or Utility
Installations  be removed by the expiration or termination of this Lease. Lessor
may  require  the  removal  at  any  time of all or any part of any Lessee Owned
Alterations  or  Utility  Installations  made  without  the  required  consent.
          (c)  SURRENDER;  Restoration.  Lessee  shall surrender the Premises by
the  Expiration  Date  or  any  earlier  termination  date,  with  all  of  the
improvements,  parts  and surfaces thereof clean and free of debris, and in good
operating order, condition and state of repair, ordinary wear and tear excepted.
"Ordinary  wear  and  tear"  shall  not include any damage or deterioration that
would  have  been  prevented  by  good maintenance practice. Notwithstanding the
foregoing,  if  this Lease is for 12 months or less, then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with
NO  allowance  for  ordinary  wear  and  tear.  Lessee  shall  repair any damage
occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee
owned  Alterations  and/or  Utility Installations, furnishings, and equipment as
well as the removal of any storage tank installed by or for Lessee. Lessee shall
also  completely  remove  from  the  Premises  any  and all Hazardous Substances
brought onto the Premises by or for Lessee, or any third party (except Hazardous
Substances  which were deposited via underground migration from areas outside of
the  Project)  even  if  such removal would require Lessee to perform or pay for
work  that  exceeds  statutory  requirements.  Trade  Fixtures  shall remain the
property  of  Lessee  and  shall  be removed by Lessee. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express
written  consent  of  Lessor shall constitute a holdover under the provisions of
Paragraph  26  below.

8.   INSURANCE; INDEMNITY.
     8.1  INSURANCE  PREMIUMS.  The  cost  of  the  premiums  for  the insurance
policies  maintained by Lessor pursuant to paragraph 8 are included as Operating
Expenses  (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the
premiums  resulting  from  additional  coverage  related  to requirements of the
holder  of  a  mortgage  or deed of trust covering the Premises, Building and/or
Project,  increased valuation of the Premises, Building and/or Project, and/or a
general  premium  rate  increase.  Said  costs  shall  not, however, include any
premium increases resulting from the nature of the occupancy of any other tenant
of  the  Building.  If  the Project was not insured for the entirety of the Base
Year,  then  the  base  premium  shall  be  the lowest annual premium reasonably
obtainable  for  the  required insurance as of the Start Date, assuming the most
nominal use possible of the Building and/or Project. In no event, however, shall
Lessee  be  responsible  for  any  portion  of  the premium cost attributable to
liability  insurance  coverage  in excess of $2,000,000 procured under Paragraph
8.2(b).
     8.2  LIABILITY  INSURANCE.
          (a)  CARRIED  BY  LESSEE.  Lessee  shall  obtain  and  keep in force a
Commercial General Liability policy of insurance protecting Lessee and Lessor as
an  additional  insured  against  claims  for bodily injury, personal injury and
property  damage  based  upon or arising out of the ownership~ use, occupancy or
maintenance  of  the  Premises and all areas appurtenant thereto. Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not
less  than  $1,000,000  per occurrence with an annual aggregate of not less than
$2,000,000,  an "Additional Insured-Managers or Lessors of Premises Endorsement"
and  contain  the  "Amendment of the Pollution Exclusion Endorsement" for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any  intra-insured  exclusions  as between insured persons or organizations, but
shall  include  coverage  for  liability assumed under this Lease as an "insured
contract"  for  the  performance  of  Lessee's  indemnity obligations under this
Lease.  The  limits of said insurance shall not, however, limit the liability of
Lessee  nor relieve Lessee of any obligation hereunder. All insurance carried by
Lessee  shall  be  primary  to  and  not contributory with any similar insurance
carried  by  Lessor,  whose insurance shall be considered excess insurance only.
          (b)  CARRIED  BY  LESSOR  Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
required  to be maintained by Lessee. Lessee shall not be named as an additional
insured  therein.
     8.3  PROPERTY  INSURANCE  -  BUILDING,  IMPROVEMENTS  AND  RENTAL  VALUE.
          (a)  BUILDING  AND IMPROVEMENTS. Lessor shall obtain and keep in force
a  policy  or  policies of insurance in the name of Lessor, with loss payable to
Lessor,  any  ground-lessor,  and  to  any Lender insuring loss or damage to the
Building and/or Project. The amount of such insurance shall be equal to the full
replacement  cost  of  the Building and/or Project, as the same shall exist from
time  to  time,  or the amount required by any Lender, but in no event more than
the  commercially reasonable and available insurable value thereof. Lessee Owned
Alterations  and  Utility  Installations,  Trade Fixtures, and Lessee's personal
property  shall  be  insured  by  Lessee under Paragraph 8.4. If the coverage is
available  and  commercially  appropriate,  such policy or policies shall insure
against  all risks of direct physical loss or damage (except the perils of flood
and/or  earthquake  unless  required by a Lender), including coverage for debris
removal  and  the  enforcement  of  any  Applicable  Requirements  requiring the
upgrading,  demolition,  reconstruction  or  replacement  of  any portion of the
Premises  as  the  result  of a covered loss. Said policy or policies shall also
contain  an agreed valuation provision in lieu of any coinsurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the annual
property  insurance  coverage  amount  by a factor of not less than the adjusted
U.S.  Department  of  Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1 000 per occurrence.
          (b)  RENTAL VALUE. Lessor shall also obtain and keep in force a policy
or  policies  in  the name of Lessor with loss payable to Lessor and any Lender,
insuring  the  loss  of  the  full  Rent for one year with an extended period of
indemnity  for an additional 180 days ("Rental Value insurance"). Said insurance
shall  contain  an agreed valuation provision in lieu of any coinsurance clause,
and  the  amount of coverage shall be adjusted annually to reflect the projected
Rent  otherwise  payable  by  Lessee,  for  the  next  12  month  period.
          (c)  ADJACENT  PREMISES  Lessee  shall  pay  for  any  increase in the
premiums  for the property insurance of the Building and for the Common Areas or
other  buildings  in  the  Project  if said increase is caused by Lessee's acts,
omissions,  use  or  occupancy  of  the  Premises.
          (d)  LESSEE'S IMPROVEMENTS. Since Lessor is the Insuring Party, Lessor
shall  not  be  required  to  insure  Lessee  Owned  Alterations  and  Utility
Installations  unless  the  item  in  question has become the property of Lessor
under  the  terms  of  this  Lease.
     8.4  LESSEE'S  PROPERTY;  BUSINESS  INTERRUPTION  INSURANCE.
          (a)  PROPERTY  DAMAGE.  Lessee  shall  obtain  and  maintain insurance
coverage  on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations  and Utility Installations. Such insurance shall be full replacement
cost  coverage  with  a


<PAGE>
deductible  of  not  to exceed $1,000 per occurrence. The proceeds from any such
insurance  shall  be  used  by  Lessee for the replacement of personal property,
Trade  Fixtures  and  Lessee Owned Alterations and Utility Installations. Lessee
shall  provide  Lessor  with  written  evidence that such insurance is in force.
          (b)  BUSINESS  INTERRUPTION.  Lessee shall obtain and maintain loss of
income  and  extra  expense  insurance  in  amounts as will reimburse Lessee for
direct  or indirect loss of earnings attributable to all perils commonly insured
against  by  prudent  lessees  in  the  business  of  Lessee  or attributable to
prevention  of  access  to  the  Premises  as  a  result  of  such  perils.
          (c)  NO  REPRESENTATION  OF  ADEQUATE  COVERAGE.  Lessor  makes  no
representation  that  the  limits  or  forms  of coverage of insurance specified
herein  are  ,  adequate  to  cover  Lessee's  property,  business operations or
obligations  under  this  Lease.
     8.5  INSURANCE  POLICIES.  Insurance  required herein shall be by companies
duly  licensed  or admitted to transact business in the state where the Premises
are  located,  and  maintaining  during the policy term a "General Policyholders
Rating"  of  at  least  B+, V, as set forth in the most current issue of "Best's
Insurance  Guide",  or  such other rating as may be required by a Lender. Lessee
shall  not  do  or  permit  to  be  done anything which invalidates the required
insurance  policies.  Lessee  shall,  prior to the Start Date, deliver to Lessor
certified  copies  of  policies of such insurance or certificates evidencing the
existence  and  amounts  of  the  required  insurance.  No  such policy shall be
cancelable  or subject to modification except after 30 days prior written notice
to  Lessor.  Lessee  shall,  at  least  30  days prior to the expiration of such
policies,  furnish  Lessor  with  evidence  of  renewals  or "insurance binders"
evidencing  renewal  thereof,  or Lessor may order such insurance and charge the
cost  thereof  to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the  remaining term of this Lease, whichever is less. If either Party shall fail
to  procure  and  maintain the insurance required to be carried by it, the other
Party  may,  but  shall  not  be  required  to,  procure  and maintain the same.
     8.6  WAIVER OF SUBROGATION. Without affecting any other rights or remedies,
Lessee  and  Lessor  each  hereby release and relieve the other, and waive their
entire  right to recover damages against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein.  The effect of such releases and waivers is not limited by the amount of
insurance  carried  or  required,  or  by any deductibles applicable hereto. The
Parties  agree to have their respective property damage insurance carriers waive
any  right to subrogation that such companies may have against Lessor or Lessee,
as  the  case  may  be,  so  long  as  the insurance is not invalidated thereby.
     8.7  INDEMNITY: Except for Lessor's gross negligence or willful misconduct,
Lessee  shall  indemnify, protect, defend and hold harmless the Premises, Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and
against  any  and  all  claims,  loss of rents and/or damages, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out  of,  involving,  or  in  connection  with,  the use and/or occupancy of the
Premises  by  Lessee.  If  any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at  Lessee's  expense  by  counsel  reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such  claim  in  order  to  be  defended  or  indemnified.
     8.8  EXEMPTION  OF  LESSOR  FROM  LIABILITY. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person  in  or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  HVAC  or  lighting  fixtures,  or  from any other cause,
whether  the  said  injury  or  damage  results from conditions arising upon the
Premises  or  upon  other  portions  of  the  Building, or from other sources or
places.  Lessor  shall  not  be  liable  for any damages arising from any act or
neglect  of any other tenant of Lessor nor from the failure of Lessor to enforce
the  provisions  of  any  other  lease  in the Project. Notwithstanding Lessor's
negligence  or  breach  of  this  Lease,  Lessor shall under no circumstances be
liable  for  injury  to  Lessee's  business  or for any loss of income or profit
therefrom.
9.   DAMAGE OR DESTRUCTION.
     9.1  DEFINITIONS.
          (a)  "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
improvements  on  the  Premises, other than Lessee Owned Alterations and Utility
Installations,  which  can  reasonably  be repaired in 3 months or less from the
date  of  the  damage or destruction, and the cost thereof does not exceed a sum
equal  to  6  month's Base Rent. Lessor shall notify Lessee in writing within 30
days  from the date of the damage or destruction as to whether or not the damage
is  Partial  or  Total.
          (b)  "PREMISES  TOTAL DESTRUCTION" shall mean damage or destruction to
the  improvements  on  the  Premises,  other  than  Lessee Owned Alterations and
Utility Installations and Trade Fixtures, which cannot reasonably be repaired in
3  months  or  less  from  the date of the damage or destruction and/or the cost
thereof  exceeds  a sum equal to 6 month's Base Rent. Lessor shall notify Lessee
in  writing  within  30  days  from  the date of the damage or destruction as to
whether  or  not  the  damage  is  Partial  or  Total,
          (c)  "INSURED  LOSS"  shall mean damage or destruction to improvements
on  the  Premises, other than Lessee Owned Alterations and Utility Installations
and  Trade  Fixtures, which was caused by an event required to be covered by the
insurance  described in Paragraph 8.3(a), irrespective of any deductible amounts
or  coverage  limits  involved.
          (d)  "REPLACEMENT  COST"  shall mean the cost to repair or rebuild the
improvements  owned  by  Lessor at the time of the occurrence to their condition
existing  immediately  prior  thereto,  including demolition, debris removal and
upgrading  required  by  the  operation  of Applicable Requirements, and without
deduction  for  depreciation.
          (e)  "HAZARDOUS  SUBSTANCE  CONDITION"  shall  mean  the occurrence or
discovery  of  a  condition  involving the presence of, or a contamination by, a
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises  which  requires  repair,  remediation,  or  restoration.
     9.2  PARTIAL DAMAGE - Insured Loss. If a Premises Partial Damage that is an
Insured  Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but  not  Lessee's  Trade  Fixtures  or  Lessee  Owned  Alterations and Utility
Installations)  as  soon as reasonably possible and this Lease shall continue in
full  force  and  effect;  provided,  however,  that  Lessee  shall, at Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance  proceeds  available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the Insuring Party
shall  promptly  contribute  the  shortage  in  proceeds as and when required to
complete  said repairs. In the event, however, such shortage was due to the fact
that,  by reason of the unique nature of the improvements, full replacement cost
insurance  coverage  was not commercially reasonable and available, Lessor shall
have  no  obligation  to  pay for the shortage in insurance proceeds or to fully
restore  the  unique  aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt  of  written  notice  of  such  shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party  responsible  for  making  the  repairs  shall  complete  them  as  soon
as"i"easonably possible and this Lease shall remain in full force and effect. If
such  funds  or  assurance  are  not  received, Lessor may nevertheless elect by
written notice to Lessee within 10 days thereafter to: (i) make such restoration
and  repair  as  is  commercially  reasonable with Lessor paying any shortage in
proceeds,  in  which  case  this Lease shall remain in full force and effect, or
(ii)  have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but
the  net  proceeds of any such insurance shall be made available for the repairs
if  made  by  either  Party.


<PAGE>
     9.3  PARTIAL  DAMAGE - Uninsured Loss. If a Premises Partial Damage that is
not  an  Insured  Loss  occurs,  unless  caused by a negligent or willful act of
Lessee  (in  which  event  Lessee  shall  make the repairs at Lessee's expense),
Lessor  may  either:  (i)  repair  such damage as soon as reasonably possible at
Lessor's  expense,  in  which  event this Lease shall continue in full force and
effect,  or  (ii) terminate this Lease by giving written notice to Lessee within
30  days  after receipt by Lessor of knowledge of the occurrence of such damage.
Such  termination  shall be effective 60 days following the date of such notice.
In  the event Lessor elects to terminate this Lease, Lessee shall have the right
within 10 days after receipt of the termination notice to give written notice to
Lessor  of  Lessee's  commitment  to  pay  for the repair of such damage without
reimbursement  from  Lessor.  Lessee  shall  provide  Lessor  with said funds or
satisfactory  assurance  thereof within 30 days after making such commitment. In
such  event this Lease shall continue in full force and effect, and Lessor shall
proceed  to  make such repairs as soon as reasonably possible after the required
funds are available. If Lessee does not make the required commitment, this Lease
shall  terminate  as  of  the  date  specified  in  the  termination  notice.
     9.4  TOTAL  DESTRUCTION.  Notwithstanding  any other provision hereof, if a
Premises  Total Destruction occurs, this Lease shall terminate 60 days following
such  Destruction.  If  the  damage  or  destruction  was  caused  by  the gross
negligence  or  willful  misconduct  of  Lessee,  Lessor shall have the right to
recover  Lessor's  damages  from  Lessee,  except  as provided in Paragraph 8.6.
     9.5  DAMAGE  NEAR  END  OF TERM. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent,  whether or not an Insured Loss, Lessor may terminate this Lease effective
60  days  following  the  date  of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option  to  extend  this  Lease  or  to  purchase  the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any  shortage  in  insurance  proceeds (or adequate assurance thereof) needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's  receipt of Lessor's written notice purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises  such  option  during  such  period and provides Lessor with funds (or
adequate  assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall,  at  Lessor's commercially reasonable expense, repair such damage as soon
as reasonably possible and this Lease shall continue in full force and effect If
Lessee  fails to exercise such option and provide such funds or assurance during
such  period,  then  this  Lease  shall  terminate  on the date specified in the
termination  notice  and  Lessee's  option  shall  be  extinguished.
     9.6  ABATEMENT  OF  RENT;  LESSEE'S  REMEDIES.
          (a)  ABATEMENT.  In  the  event of Premises Partial Damage or Premises
Total  Destruction  or  a  Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for  the  repair,  remediation  or restoration of such damage shall be abated in
proportion  to the degree to which Lessee's use of the Premises is impaired, but
not  to  exceed the proceeds received from the Rental Value insurance. All other
obligations  of  Lessee hereunder shall be performed by Lessee, and Lessor shall
have  no  liability  for  any  such  damage, destruction, remediation, repair or
restoration  except  as  provided  herein.
          (b)  REMEDIES.  If  Lessor shall be obligated to repair or restore the
Premises and does not commence, in a substantial and meaningful way, such repair
or restoration within 90 days after such obligation shall accrue, Lessee may, at
any  time  prior to the commencement of such repair or restoration, give written
notice  to  Lessor  and  to  any  Lenders  of which Lessee has actual notice, of
Lessee's  election  to  terminate  this  Lease  on  a date not less than 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or  restoration  is  not  commenced  within 30 days thereafter, this Lease shall
terminate  as of the date specified in said notice. If the repair or restoration
is  commenced  within  such 30 days, this Lease shall continue in full force and
effect.  "Commence"  shall  mean  either  the unconditional authorization of the
preparation  of  the  required plans, or the beginning of the actual work on the
Premises,  whichever  first  occurs.
     9.7  TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to  Paragraph  6.2(g)  or  Paragraph  9,  an  equitable adjustment shall be made
concerning  advance  Base  Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit  as  has  not  been,  or  is  not  then  required to be, used by Lessor.
     9.8  WAIVE  STATUTES.  Lessor and Lessee agree that the terms of this Lease
shall  govern  the  effect  of any damage to or destruction of the Premises with
respect  to the termination of this Lease and hereby waive the provisions of any
present  or  future  statute  to  the  extent  inconsistent  herewith.

10.  REAL  PROPERTY  TAXES.
     10.1  DEFINITIONS.  As  used  herein,  the term "REAL PROPERTY TAXES" shall
include  any  form  of  assessment;  real  estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate  taxes);  improvement  bond;  and/or  license  fee imposed upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having  the  direct  or  indirect power to tax and where the funds are generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within  which  the  Project is located. "REAL PROPERTY TAXES" SHALL also include
any  tax,  fee,  levy, assessment or charge, or any increase therein, imposed by
reason  of  events  occurring  during  the term of this Lease, including but not
limited to, a change in the ownership of the Project or any portion thereof or a
change  in  the  improvements  thereon.
     10.2  PAYMENT  OF  TAXES.  Except  as otherwise provided in Paragraph 10.3,
Lessor  shall  pay  the  Real Property Taxes applicable to the Project, and said
payments  shall  be  included  in  the  calculation  of  Operating  Expenses  in
accordance  with  the  provisions  of  Paragraph  4.2.
     10.3  ADDITIONAL  IMPROVEMENTS.  Operating  Expenses shall not include Real
Property  Taxes specified in the tax assessor's records and work sheets as being
caused by additional improvements placed upon the Project by other lessees or by
Lessor  for  the  exclusive  enjoyment  of  such  other lessees. Notwithstanding
Paragraph  10.2  hereof,  Lessee  shall,  however,  pay  to  Lessor  at the time
Operating Expenses are payable under Paragraph 4.2, the entirety of any increase
in  Real  Property  Taxes  if  assessed  solely  by reason of Alterations, Trade
Fixtures  or  Utility  Installations  placed  upon  the Premises by Lessee or at
Lessee's  request.
     10.4  JOINT  ASSESSMENT.  If  the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel  assessed, such proportion to be determined by Lessor from the respective
valuations  assigned  in the assessor's work sheets or such other information as
may  be reasonably available. Lessor's reasonable determination thereof, in good
faith,  shall  be  conclusive.
     10.5  PERSONAL  PROPERTY  TAXES.  Lessee shall pay prior to delinquency all
taxes  assessed  against  and  levied  upon Lessee Owned Alterations and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of  Lessee  contained  in  the  Premises.  When possible, Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment  and  all other personal property to be assessed and billed separately
from  the  real  property  of  Lessor. If any of Lessee's said property shall be
assessed  with  Lessor's  real  property,  Lessee  shall  pay  Lessor  the taxes
attributable  to  Lessee's  property  within  10 days after receipt of a written
statement  setting  forth  the  taxes  applicable  to  Lessee's  property.

11.  UTILITIES  AND  SERVICES.

     11.1  SERVICES  PROVIDED  BY  LESSOR.  Lessor  shall  provide  heating,
ventilation,  air conditioning, reasonable amounts of electricity for the common
area  only.
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     11.2  SERVICES  EXCLUSIVE TO LESSEE. Lessee shall pay for all water, sewer,
gas,  heat,  light,  power,  telephone,  trash  and  other


<PAGE>
utilities  and  services  specially  or  exclusively  supplied  and/or  metered
exclusively  to the Premises or to Lessee, together with any taxes thereon. If a
service is deleted by Paragraph 1. 13 and such service is not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges for such jointly
metered  service.
     11.3 HOURS OF SERVICE. Said services and utilities shall be provided during
times  set  forth  in  Paragraph  1.12. Utilities and services required at other
times  shall he subject to advance request and reimbursement by Lessee to Lessor
of  the  cost  thereof.
     11.4  EXCESS  USAGE  BY  LESSEE.  Lessee  shall  not make connection to the
utilities  except  by  or  through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or  power,  or  suffer  or  permit  any  act  that  causes extra burden upon the
utilities or services, including but not limited to security and trash services,
over  standard  office  usage  for  the  Project. Lessor shall require Lessee to
reimburse Lessor for any excess expenses or costs that may arise out of a breach
of  this  subparagraph by Lessee. Lessor may, in its sole discretion, install at
Lessee's  expense  supplemental equipment and/or separate metering applicable to
Lessee's  excess  usage  or  loading.
     11.5  INTERRUPTIONS.  There  shall be no abatement of rent and Lessor shall
not  be  liable  in  any  respect  whatsoever  for  the  inadequacy,  stoppage,
interruption  or  discontinuance  of any utility or service due to riot, strike,
labor  dispute,  breakdown,  accident,  repair  or  other  cause beyond Lessor's
reasonable  control  or  in cooperation with governmental request or directions.

12.  ASSIGNMENT  AND  SUBLETTING.
     12.1 LESSOR'S CONSENT REQUIRED.
          (a)  Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, "assign or assignment") or
sublet  all  or  any  part of Lessee's interest in this Lease or in the Premises
without  Lessor's  prior  written  consent.
          (b)  Unless  Lessee  is a corporation and its stock is publicly traded
on a national stock exchange, a change in the control of Lessee shall constitute
an  assignment requiring consent. The transfer, on a cumulative basis, of 25% or
more  of  the  voting control of Lessee shall constitute a change in control for
this  purpose.
          (c)  The  involvement  of  Lessee or its assets in any transaction, or
series  of  transactions  (by  way  of  merger,  sale,  acquisition,  financing,
transfer,  leveraged buyout or otherwise), whether or not a formal assignment or
hypothecation  of  this  Lease  or Lessee's assets occurs, which results or will
result  in  a reduction of the Net Worth of Lessee by an amount greater than 25%
of  such  Net  Worth  as it was represented at the time of the execution of this
Lease  or  at  the  time  of  the  most  recent  assignment  to which Lessor has
consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, whichever was or is greater, shall be considered an
assignment of this Lease to which Lessor may withhold its consent. "NET WORTH OF
LESSEE"  shall  mean  the  net  worth  of  Lessee  (excluding  any  guarantors)
established  under  generally  accepted  accounting  principles.
          (d)  An  assignment  or  subletting without consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable
Breach without the necessity of any notice and grace period. If Lessor elects to
treat  such  unapproved  assignment or subletting as a noncurable Breach, Lessor
may  either:  (i)  terminate  this  Lease,  or (ii) upon 30 days written notice,
increase the monthly Base Rent to 110% of the Base Rent then in effect. Further,
in the event of such Breach and rental adjustment, (i) the purchase price of any
option  to  purchase  the  Premises  held  by Lessee shall be subject to similar
adjustment  to  110%  of  the price previously in effect, and (ii) all fixed and
non-fixed  rental  adjustments  scheduled  during  the  remainder  of  the
term  shall  be  increased  to  110%  of  the  scheduled  adjusted  rent.
          (e)  Lessee's  remedy for any breach of Paragraph 12.1 by Lessor shall
be  limited  to  compensatory  damages  and/or  injunctive  relief.
     12.2 TERMS  AND  CONDITIONS  APPLICABLE  TO  ASSIGNMENT  AND  SUBLETTING.
          (a)  Regardless  of  Lessor's  consent,  no  assignment  or subletting
shall:  (i) he effective without the express written assumption by such assignee
or  sublessee of the obligations of Lessee under this Lease, (ii) release Lessee
of any obligations hereunder, or (iii) alter the primary liability of Lessee for
the  payment  of  Rent  or  for  the  performance of any other obligations to be
performed  by  Lessee.
          (b)  Lessor  may  accept  Rent  or performance of Lessee's obligations
from  any  person  other  than  Lessee  pending  approval  or  disapproval of an
assignment.  Neither  a  delay in the approval or disapproval of such assignment
nor  the acceptance of Rent or performance shall constitute a waiver or estoppel
of  Lessor's  right  to  exercise  its  remedies for Lessee's Default or Breach.
          (C)  Lessor's  consent  to  any  assignment  or  subletting  shall not
constitute  a  consent  to  any  subsequent  assignment  or  subletting.
          (d)  In  the  event  of  any  Default  or Breach by Lessee, Lessor may
proceed  directly  against Lessee, any Guarantors or anyone else responsible for
the performance of Lessee's obligations under this Lease, including any assignee
or  sublessee,  without  first  exhausting  Lessor's  remedies against any other
person  or  entity  responsible  therefore  to  Lessor,  or any security held by
Lessor.
          (e)  Each  request for consent to an assignment or subletting shall be
in  writing, accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee  or  sublessee,  including  but  not limited to the intended use and/or
required  modification  of the Premises, if any. Lessee agrees to provide Lessor
with  such  other  or  additional  information  and/or  documentation  as may be
reasonably  requested.  (See  also  Paragraph  36)
          (f)  Any  assignee of, or sublessee under, this Lease shall, by reason
of  accepting  such assignment or entering into such sublease, be deemed to have
assumed  and  agreed  to  conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary
to  or inconsistent with provisions of an assignment or sublease to which Lessor
has  specifically  consented  to  in  writing.
          (g)  Lessor's  consent  to  any  assignment  or  subletting  shall not
transfer  to the assignee or sublessee any Option granted to the original Lessee
by  this  Lease  unless  such transfer is specifically consented to by Lessor in
writing.  (See  Paragraph  39.2)
     12.3 ADDITIONAL  TERMS  AND  CONDITIONS  APPLICABLE  TO  SUBLETTING.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any  part  of  the  Premises and shall be deemed included in all subleases under
this  Lease  whether  or  not  expressly  incorporated  therein:
          (a)  Lessee  hereby  assigns  and  transfers to Lessor all of Lessee's
interest  in  all Rent payable on any sublease, and Lessor may collect such Rent
and  apply same toward Lessee's obligations under this Lease; provided, however,
that  until  a  Breach  shall  occur in the performance of Lessee's obligations,
Lessee  may  collect  said Rent. Lessor shall not, by reason of the foregoing or
any  assignment  of  such  sublease, nor by reason of the collection of Rent, be
deemed  liable  to the sublessee for any failure of Lessee to perform and comply
with  any  of  Lessee's obligations to such sublessee. Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor  stating  that a Breach exists in the performance of Lessee's obligations
under  this  Lease,  to  pay  to Lessor all Rent due and to become due under the
sublease.  Sublessee  shall  rely upon any such notice from Lessor and shall pay
all  Rents  to  Lessor  without any obligation or right to inquire as to whether
such  Breach  exists,  notwithstanding  any  claim  from Lessee to the contrary.
          (b)  In  the  event  of a Breach by Lessee, Lessor may, at its option,
require  sublessee  to  attorn  to  Lessor,  in  which  event


<PAGE>
Lessor shall undertake the obligations of the sublessor under such sublease from
the  time  of  the  exercise  of said option to the expiration of such sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit  paid  by  such sublessee to such sublessor or for any prior Defaults or
Breaches  of  such  sublessor.  -
          (c)  Any  matter  requiring  the  consent  of  the  sublessor  under a
sublease  shall  also  require  the  consent  of  Lessor.
          (d)  No  sublessee  shall  further assign or sublet all or any part of
the  Premises  without  Lessor's  prior  written  consent.
          (e)  Lessor shall deliver a copy of any notice of Default or Breach by
Lessee  to the sublessee, who shall have the right to cure the Default of Lessee
within  the  grace period, if any, specified in such notice. The sublessee shall
have  a  right  of reimbursement and offset from and against Lessee for any such
Defaults  cured  by  the  sublessee.

13.  DEFAULT;  BREACH;  REMEDIES.
     13.1 DEFAULT; BREACH.  A "Default" is defined as a failure by the Lessee to
comply  with  or  perform  any  of the terms, covenants, conditions or Rules and
Regulations  under this Lease. A "Breach" is defined as the occurrence of one or
more  of  the following Defaults, and the failure of Lessee to cure such Default
within  any  applicable  grace  period:
          (a)  The  abandonment of the Premises; or the vacating of the Premises
without  providing  a  commercially  reasonable  level of security, or where the
coverage  of the property insurance described in Paragraph 8.3 is jeopardized as
a  result  thereof,  or  without  providing  reasonable  assurances  to minimize
potential  vandalism.
          (b) The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee hereunder, whether to Lessor or to a third
party, when due, to provide reasonable evidence of insurance or surety bond, or
to fulfill any obligation under this Lease which endangers or threatens life or
property, where such failure continues for a period of 3 business days following
written notice to Lessee.
          (c)  The  failure by Lessee to provide (i) reasonable written evidence
of  compliance  with  Applicable Requirements, (ii) the service contracts, (iii)
the  rescission  of  an  unauthorized assignment or subletting, (iv) an Estoppel
Certificate,  (v)  a  requested  subordination,  (vi)  evidence  concerning  any
guaranty  and/or  Guarantor,  (vii)  any  document  requested under Paragraph 41
(easements),  or  (viii) any other documentation or information which Lessor may
reasonably  require  of  Lessee  under  the  terms of this Lease, where any such
failure  continues  for  a period of 10 days following written notice to Lessee.
          (d)  A  Default  by  Lessee  as to the terms, covenants, conditions or
provisions  of  this  Lease, or of the rules adopted under Paragraph 2.9 hereof,
other  than  those  described in subparagraphs 13.1(a), (b) or (c), above, where
such  Default  continues for a period of 30 days after written notice; provided,
however,  that  if the nature of Lessee's Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach
if  Lessee  commences  such  cure  within  said  30  day  period arid thereafter
diligently  prosecutes  such  cure  to  completion.
          (e)  The  occurrence of any of the following events: (i) the making of
any  general  arrangement  or  assignment  for  the  benefit  of creditors; (ii)
becoming  a  "DEBTOR"  as defined in 11 U.S.C. Sec. 101 or any successor statute
thereto  (unless,  in  the  case of a petition filed against Lessee, the same is
dismissed  within  60  days);  (iii) the appointment of a trustee or receiver to
take  possession of substantially all of Lessee's assets located at the Premises
or  of  Lessee's  interest  in  this  Lease, where possession is not restored to
Lessee  within  30  days;  or  (iv)  the attachment, execution or other judicial
seizure  of  substantially  all of Lessee's assets located at the Premises or of
Lessee's  interest in this Lease, where such seizure is not discharged within 30
days;  provided,  however,  in the event that any provision of this subparagraph
(e)  is  contrary  to any applicable law, such provision shall be of no force or
effect,  and  not  affect  the  validity  ofthe  remaining  provisions.

          (f)  The  discovery  that  any financial statement of Lessee or of any
Guarantor  given  to  Lessor  was  materially  false.
          (g)  If  the  performance  of Lessee's obligations under this Lease is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability  with respect to this Lease other than in accordance with the terms of
such  guaranty,  (iii)  a  Guarantor's  becoming  insolvent  or the subject of a
bankruptcy  filing,  (iv)  a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's  breach  of  its  guaranty  obligation on an anticipatory basis, and
Lessee's  failure, within 60 days following written notice of any such event, to
provide  written alternative assurance or security, which, when coupled with the
then  existing  resources  of  Lessee,  equals or exceeds the combined financial
resources  of Lessee and the Guarantors that existed at the time of execution of
this  Lease.
     13.2 REMEDIES.  If Lessee fails to perform any of its affirmative duties or
obligations,  within  10  days after written notice (or in case of an emergency,
without  notice),  Lessor may, at its option, perform such duty or obligation on
Lessee's  behalf,  including  but  not  limited  to  the obtaining of reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and  payable  by  Lessee upon receipt of invoice therefor. If any check given to
Lessor  by  Lessee  shall  not  be  honored  by the bank upon which it is drawn,
Lessor,  at  its option, may require all future payments to be made by Lessee to
be  by  cashier's  check.  In the event of a Breach, Lessor may, with or without
further  notice  or  demand,  and without limiting Lessor in the exercise of any
right  or  remedy  which  Lessor  may  have  by  reason  of  such  Breach:
          (a)  Terminate  Lessee's  right  to  possession of the Premises by any
lawful  means,  in  which  case  this  Lease  shall  terminate  and Lessee shall
immediately  surrender  possession  to  Lessor.  In  such  event Lessor shall be
entitled  to  recover  from Lessee: (i) the unpaid Rent which had been earned at
the  time  of  termination; (ii) the worth at the time of award of the amount by
which  the  unpaid rent which would have been earned after termination until the
time  of  award  exceeds  the  amount of such rental loss that the Lessee proves
could  have been reasonably avoided; (iii) the worth at the time of award of the
amount  by  which  the unpaid rent for the balance of the term after the time of
award  exceeds  the  amount  of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all  the  detriment  proximately  caused  by the Lessee's failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely  to result therefrom, including but not limited to the cost of recovering
possession  of  the  Premises,  expenses  of  reletting,  including  necessary
renovation  and alteration of the Premises, reasonable attorneys' fees, and that
portion  of  any leasing commission paid by Lessor in connection with this Lease
applicable  to the unexpired term of this Lease. 'The worth at the time of award
of  the  amount  referred  to  in  provision  (iii) of the immediately preceding
sentence  shall  be  computed by discounting such amount at the discount rate of
the  Federal  Reserve Bank of the District within which the Premises are located
at  the  time  of  award plus one percent. Efforts by Lessor to mitigate damages
caused  by  Lessee's  Breach  .of  this  Lease shall not waive Lessor's right to
recover  damages  under  Paragraph  12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to  recover  in  such  proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate  suit.  If  a notice and grace period required under Paragraph 13.1 was
not  previously given, a notice to pay rent or quit, or to perform or quit given
to  Lessee  under  the unlawful defamer statute shall also constitute the notice
required  Paragraph  13.1. In such case, the applicable grace period required by
Paragraph  13.1  and  the  unlawful detainer statute shall run concurrently, and
thefailure  of  Lessee  to  cure' the Default within the greater of the two such
grace  periods  shall  constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.
          (b)  Continue  the  Lease and Lessee's right to possession and recover
the  Rent as it becomes due, in which event Lessee may sublet or assign, subject
only  to  reasonable  limitations. Acts of maintenance, efforts to relet, and/or
the  appointment  of  a  receiver  to


<PAGE>
protect  the  Lessor's  interests,  shall  not  constitute  a termination of the
Lessee's  right  to  possession.
          (c)  Pursue any other remedy now or hereafter available under the laws
or  judicial  decisions  of  the  state  wherein  the  Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's right
to  possession  shall  not  relieve  Lessee  from  liability under any indemnity
provisions  of  this  Lease  as to matters occurring or accruing during the term
hereof  or  by  reason  of  Lessee's  occupancy  of  the  Premises.
     13.3 INDUCEMENT  RECAPTURE.  Any agreement for free or abated rent or other
charges,  or  for the giving or paying by Lessor to or for Lessee of any cash or
other  bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "Inducement Provisions",
shall  be  deemed conditioned upon Lessee's full and faithful performance of all
of  the terms, covenants and conditions of this Lease. Upon Breach of this Lease
by  Lessee,  any such Inducement Provision shall automatically be deemed deleted
from  this  Lease and of no further force or effect, and any rent, other charge,
bonus,  inducement  or consideration theretofore abated, given or paid by Lessor
under  such  an  Inducement  Provision  shall  be immediately due and payable by
Lessee  to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.
The  acceptance  by Lessor of rent or the cure of the Breach which initiated the
operation  of  this  paragraph  shall  not  be  deemed a waiver by Lessor of the
provisions  of this paragraph unless specifically so stated in writing by Lessor
at  the  time  of  such  acceptance.
     13.4 LATE CHARGES Lessee hereby acknowledges that late payment by Lessee of
Rent  will cause Lessor to incur costs not contemplated by this Lease, the exact
amount  of  which  will be extremely difficult to ascertain. Such costs include,
but  are  not  limited  to,  processing and accounting charges, and late charges
which  may  be imposed upon Lessor by any Lender. Accordingly, if any Rent shall
not  be  received  by Lessor within 5 days after such amount shall be due, then,
without  any  requirement  for  notice  to  Lessee, Lessee shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and
reasonable  estimate  of  the  costs  Lessor  will  incur by reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver  of  Lessee's  Default or Breach with respect to such overdue amount, nor
prevent  the exercise of any of the other rights and remedies granted hereunder.
In  the event that a late charge is payable hereunder, whether or not collected,
for  3 consecutive installments of Base Rent, then notwithstanding any provision
of  this  Lease to the contrary, Base Rent shall, at Lessor's option, become due
and  payable  quarterly  in  advance.
     13.5 INTEREST.  Any  monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent)  or within 30 days following the date on which it was due for nonscheduled
payment,  shall  bear interest from the date when due, as to scheduled payments,
or  the  31st  day  after  it  was due as to nonscheduled payments. The interest
("Interest")  charged  shall  be computed at the rate of 10% per annum but shall
not  exceed  the maximum rate allowed by law. Interest is payable in addition to
the  potential  late  charge  provided  for  in  Paragraph  13.4.
     13.6 BREACH  BY  LESSOR.
          (a)  Notice  of  Breach.  Lessor shall not be deemed in breach of this
Lease  unless  Lessor  fails  within  a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time  shall  in  no  event be less than 30 days after receipt by Lessor, and any
Lender  whose  name  and address shall have been furnished Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such that more than 30 days are reasonably required for its performance, then
Lessor  shall  not  be  in breach if performance is commenced within such 30 day
period  and  thereafter  diligently  pursued  to  completion.
          (b)  Performance by Lessee on Behalf of Lessor. in the event that
neither Lessor nor Lender cures said breach within 30 days after receipt of said
notice, or if having commenced said cure they do not diligently pursue it to
completion, then Lessee may elect to cure said breach at Lessee's expense and
offset from Rent the actual and reasonable cost to perform such cure, provided
however, that such offset shall not exceed an amount equal to the greater of one
month's Base Rent or the Security Deposit, reserving Lessee's right to seek
reimbursement from Lessor. Lessee shall document the cost of said cure and
supply said documentation to Lessor.

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

15.  BROKERAGE FEES.
     15.1 ADDITIONAL  COMMISSION.  In  addition to the payments owed pursuant to
Paragraph  1.10  above,  and  unless  Lessor  and the Brokers otherwise agree in
writing,  Lessor  agrees that: (a) if Lessee exercises any Option, (b) if Lessee
acquires  from  Lessor  any  rights  to  the Premises or other premises owned by
Lessor  and  located  within the Project, (c) if Lessee remains in possession of
the Premises, with the consent of Lessor, after the expiration of this Lease, or
(d)  if  Base  Rent  is  increased,  whether  by  agreement  or  operation of an
escalation  clause  herein,  then,  Lessor shall pay Brokers a fee in accordance
with  the schedule of the Brokers in effect at the time of the execution of this
Lease.
     15.2 ASSUMPTION  OF  OBLIGATIONS.  Any  buyer  or  transferee  of  Lessor's
interest  in  this  Lease  shall  be  deemed to have assumed Lessor's obligation
hereunder.  Brokers  shall  be  third  party  beneficiaries of the provisions of
Paragraphs 110, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due
as  and  for brokerage fees pertaining to this Lease when due, then such amounts
shall  accrue  Interest.  In  addition,  if  Lessor  fails to pay any amounts to
Lessee's  Broker when due, Lessee's Broker may send written notice to Lessor and
Lessee  of  such  failure and if Lessor fails to pay such amounts within 10 days
after  said  notice,  Lessee shall pay said monies to its Broker and offset such
amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third
party  beneficiary  of  any  commission agreement entered into by and/or between
Lessor  and  Lessor's Broker for the limited purpose of collecting any brokerage
fee  owed.
     15.3 REPRESENTATIONS  AND  INDEMNITIES  OF BROKER RELATIONSHIPS. Lessee and
Lessor  each represent and warrant to the other that it has had no dealings with
any  person,  firm,  broker  or  finder  (other  than  the  Brokers,  if any) in
connection  with  this  Lease,  and that no one other than said named Brokers is
entitled  to  any  commission or finder's fee in connection herewith. Lessee and
Lessor  do  each  hereby  agree to indemnify, protect, defend and hold the other
harmless  from  and  against  liability for compensation or charges which may be


<PAGE>
claimed  by  any such unnamed broker, finder or other similar party by reason of
any  dealings  or  actions  of  the  indemnifying  Party,  including  any costs,
expenses,  attorneys'  fees  reasonably  incurred  with  respect  thereto.

16.  ESTOPPEL  CERTIFICATES.
          (a)  Each  Party  (as  "RESPONDING  PARTY") shall within 10 days after
written  notice  from  the  other  Party  (the  "REQUESTING  PARTY")  execute,
acknowledge  and  deliver to the Requesting Party a statement in writing in form
similar  to  the  then most current "ESTOPPEL CERTIFICATE" form published by the
American  Industrial  Real Estate Association, plus such additional information,
confirmation  and/or statements as may be reasonably requested by the Requesting
Party.
          (b)  If  the  Responding  Party  shall  fail to execute or deliver the
Estoppel Certificate within such 10 day period, the Requesting Party may execute
an  Estoppel Certificate stating that: (i) the Lease is in full force and effect
without  modification except as may be represented by the Requesting Party, (ii)
there  are  no uncured defaults in the Requesting Party's performance, and (iii)
if  Lessor is the Requesting Party, not more than one month's rent has been paid
In  advance.  Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting  Party's  Estoppel  Certificate,  and  the  Responding Party shall be
estopped  from  denying  the  truth  of the facts contained in said Certificate.
          (c)  If Lessor desires to finance, refinance, or sell the Premises, or
any  part  thereof,  Lessee  and  all  Guarantors shall deliver to any potential
lender  or  purchaser  designated  by Lessor such financial statements as may be
reasonably  required  by  such lender or purchaser, including but not limited to
Lessee's  financial  statements  for  the  past  3  years.  All  such  financial
statements  shall  be  received  by  Lessor  and  such  lender  or  purchaser in
confidence  and  shall  be  used  only  for  the  purposes  herein  set  forth.

17.  DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean the owner
or  owners at the time in question of the fee title to the Premises, or, if this
is  a  sublease,  of the Lessee's interest in the prior lease. In the event of a
transfer  of  Lessor's  title  or interest in the Premises or this Lease, Lessor
shall  deliver  to  the transferee or assignee (in cash or by credit) any unused
Security  Deposit  held by Lessor. Except as provided in Paragraph 15, upon such
transfer  or  assignment and delivery of the Security Deposit, as aforesaid, the
prior  Lessor shall be relieved of all liability with respect to the obligations
and/or  covenants  under  this  Lease  thereafter to be performed by the Lessor.
Subject  to  the foregoing, the obligations and/or covenants in this Lease to be
performed  by  the  Lessor  shall be binding only upon the Lessor as hereinabove
defined.
18.  SEVERABILITY.  The invalidity of any provision of this Lease, as determined
by  a court of competent jurisdiction, shall in no way affect the validity ofany
other  provision  hereof.
19.  DAYS.  Unless  otherwise  specifically  indicated to the contrary, the word
"days"  as  used  in  this  Lease  shall  mean  and  refer  to  calendar  days
20.  LIMITATION  ON  LIABILITY  The obligations of Lessor under this Lease shall
not  constitute  personal  obligations  of  Lessor  or  its  partners,  members,
directors,  officers  or shareholders, and Lessee shall look to the Project, and
to  no  other  assets of Lessor, for the satisfaction of any liability of Lessor
with  respect  to  this  Lease,  and  shall  not  seek recourse against Lessor's
partners, members, directors, officers or shareholders, or any of their personal
assets  for  such  satisfaction.
21.  TIME  OF ESSENCE. Time is of the essence with respect to the performance of
all  obligations  to  be  performed or observed by the Parties under this Lease.
22.  NO  PRIOR  OR  OTHER  AGREEMENTS; BROKER DISCLAIMER This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor  and Lessee each represents and warrants to the Brokers that it has made,
and  is  relying  solely  upon. its own investigation as to the nature, quality,
character  and  financial responsibility of the other Party to this Lease and as
to  the  use,  nature,  quality  and  character of the Premises. Brokers have no
responsibility  with  respect  thereto  or with respect to any default or breach
hereof  by  either  Party.  The  liability (including court costs and attorneys'
fees)  of  any  Broker  with  respect  to  negotiation,  execution,  delivery or
performance  by  either  Lessor  or  Lessee under this Lease or any amendment or
modification hereto shall be limited to an amount up to the fee received by such
Broker  pursuant to this Lease; provided, however, that the foregoing limitation
on  each  Broker's  liability shall not be applicable to any gross negligence or
willful  misconduct  of  such  Broker.

23.  NOTICES.
     23.1 NOTICE  REQUIREMENTS.  All notices required or permitted by this Lease
or applicable law shall be in writing and may be delivered in person (by hand or
by  courier)  or  may  be  sent by regular, certified or registered mail or U.S.
Postal Service Express Mail, with postage prepaid, or by facsimile transmission,
and  shall  be deemed sufficiently given if served in a manner specified in this
Paragraph  23. The addresses noted adjacent to a Party's signature on this Lease
shall  be  that Party's address for delivery or mailing of notices. Either Party
may  by  written  notice  to  the  other specify a different address for notice,
except  that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently  transmitted  to  such party or parties at such addresses as Lessor
may  from  time  to  time  hereafter  designate  in  writing.
     23.2 DATE  OF  NOTICE.  Any  notice  sent  by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by  regular  mail  the  notice  shall be deemed given 48 hours after the same is
addressed  as required herein and mailed with postage prepaid. Notices delivered
by  United  States  Express  Mail  or  overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service  or  courier.  Notices  transmitted by facsimile transmission or similar
means  shall  be  deemed  delivered  upon  telephone  confirmation  of  receipt
(confirmation  report  from  fax machine is sufficient), provided a copy is also
delivered  via  delivery or mail. If notice is received on a Saturday, Sunday or
legal  holiday,  it  shall  be  deemed  received  on  the  next  business  day.
24.  WAIVERS. No waiver by Lessor of the Default or Breach of any term, covenant
or  condition  hereof  by  Lessee,  shall  be deemed a waiver of any other term,
covenant  or  condition hereof, or of any subsequent Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lessor's consent
to,  or  approval  of,  any  act  shall  not be deemed to render unnecessary the
obtaining  of Lessor's consent to, or approval of, any subsequent or similar act
by  Lessee, or be construed as the basis of an estoppel to enforce the provision
or  provisions  of  this Lease requiring such consent. The acceptance of Rent by
Lessor  shall not be a waiver of any Default or Breach by Lessee. Any payment by
Lessee  may  be  accepted  by Lessor on account of moneys or damages due Lessor,
notwithstanding  any  qualifying  statements  or  conditions  made  by Lessee in
connection  therewith,  which  such  statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or  before  the  time  of  deposit  of  such  payment.

25.  DISCLOSURES  REGARDING  THE  NATURE  OF  A REAL ESTATE AGENCY RELATIONSHIP.
          (a)  When  entering  into  a  discussion  with  a  real  estate  agent
regarding  a  real estate transaction, a Lessor or Lessee should from the outset
understand  what  type  of agency relationship or representation it has with the
agent  or agents in the transaction. Lessor and Lessee acknowledge being advised
by  the  Brokers  in  this  transaction,  as  follows:


<PAGE>
               (i)  Lessor's  Agent.  A Lessor's agent under a listing agreement
                    ---------------
with  the  Lessor  acts  as  the  agent for the Lessor only. A Lessor's agent or
subagent  has  the following affirmative obligations: To the Lessor: A fiduciary
                                                      -------------
duty  of  utmost  care,  integrity,  honesty,  and  loyalty in dealings with the
Lessor.  To the Lessee and the Lessor: a. Diligent exercise of reasonable skills
         ----------------------------
and  care  in  performance  of  the agent's duties. b. A duty of honest and fair
dealing  and  good  faith.  c.  A  duty to disclose all facts known to the agent
materially  affecting  the  value  or  desirability of the property that are not
known  to,  or within the diligent attention and observation of, the Parties. An
agent  is  not  obligated to reveal to either Party any confidential information
obtained  from the other Party which does not involve the affirmative duties set
forth  above.
               (ii) Lessee's Agent. An agent can agree to act as agent for the
                    --------------
Lessee only. In these situations, the agent is not the Lessor's agent, even if
by agreement the agent may receive compensation for services rendered, either in
full or in part from the Lessor. An agent acting only for a Lessee has the
following affirmative obligations. To the Lessee: A fiduciary duty of utmost
                                   -------------
care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee
                                                                   -------------
and the Lessor: a. Diligent exercise of reasonable skills and care in
--------------
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith. c. A duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.
               (iii)  Agent  Representing  Both Lessor and Lessee. A real estate
                      -------------------------------------------
agent,  either  acting  directly  or through one or more associate licenses, can
legally  be  the  agent  of both the Lessor and the Lessee in a transaction, but
only with the knowledge and consent of both the Lessor and the Lessee. In a dual
agency  situation,  the  agent has the following affirmative obligations to both
the  Lessor  and  the  Lessee:  a.  A  fiduciary duty of utmost care, integrity,
honesty  and  loyalty in the dealings with either Lesser or the Lessee. b. Other
duties  to  the  Lessor  and  the Lessee as stated above in subparagraphs (i) or
(ii).  In  representing  both  Lessor  and Lessee, the agent may not without the
express permission of the respective Party, disclose to the other Party that the
Lessor  will accept rent in an amount less than that indicated in the listing or
that  the  Lessee  is  willing to pay a higher rent than that offered. The above
duties  of  the  agent  in  a real estate transaction do not relieve a Lessor or
Lessee from the responsibility to protect their own interests. Lessor and Lessee
should  carefully  read  all  agreements  to assure that they adequately express
their  understanding  of  the  transaction.  A  real  estate  agent  is a person
qualified  to  advise  about  real  estate.  If  legal or tax advise is desired,
consult  a  competent  professional.
          (b)  Brokers  have  no  responsibility  with respect to any default or
breach  hereof  by  either  Party.  The  liability  (including  court  costs and
attorneys'  fees),  of  any  Broker with respect to any breach of duty, error or
omission relating to this Lease shall not exceed the fee received by such Broker
pursuant to this Lease; provided, however, that the foregoing limitation on each
Broker's  liability  shall  not be applicable to any gross negligence or willful
misconduct  of  such  Broker.
          (c)  Buyer  and  Seller agree to identify to Brokers as "Confidential"
any  communication or information given Brokers that is considered by such Party
to  be  confidential.

26.  NO  RIGHT  TO  HOLDOVER.  Lessee  has  no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In  the  event  that Lessee holds over, then the Base Rent shall be increased to
115%  4.50%  of the Base Rent applicable immediately preceding the expiration or
termination. Nothing contained herein shall be construed as consent by Lessor to
any  holding  over  by  Lessee.
27.  CUMULATIVE  REMEDIES.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with alt other remedies at
law  or  in  equity.

28.  COVENANTS AND CONDITIONS; Construction of Agreement. All provisions of this
Lease  to  be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall  not  be  construed  as  if  prepared  by  one  of the Parties, but rather
according  to  its  fair meaning as a whole, as if both Parties had prepared it.
29.  BINDING  EFFECT;  Choice  of  Law.  This  Lease  shall  be binding upon the
Parties,  their personal representatives, successors and assigns and be governed
by  the  laws  of  the  State  in which the Premises are located. Any litigation
between  the  Parties  hereto  concerning  this  Lease shall be initiated in the
county  in  which  the  Premises  are  located.
30.  SUBORDINATION;  ATTORNMENT;  NON-DISTURBANCE.
     30.1 SUBORDINATION.  This  Lease  and  any  Option  granted hereby shall be
subject  and  subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation  or  security  device  (collectively,  "SECURITY  DEVICE"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof,  and  to  all  renewals,  modifications, and extensions thereof. Lessee
agrees  that  the  holders  of any such Security Devices (in this Lease together
referred to as "Lender") shall have no liability or obligation to perform any of
the  obligations  of  Lessor under this Lease. Any Lender may elect to have this
Lease  and/or  any  Option  granted  hereby superior to the lien of its Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options  shall  be  deemed  prior  to  such Security Device, notwithstanding the
relative  dates  of  the  documentation  or  recordation  thereof.
     30.2 ATTORNMENT.  In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated (I) Lessee shall, subject to
the  nondisturbance  provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter into a new lease, containing all of the terms and provisions
of  this Lease, with such new owner for the remainder of the term hereof, or, at
the  election  of  such  new  owner, this Lease shall automatically become a new
Lease  between  Lessee  and such new owner, upon all of the terms and conditions
hereof,  for  the remainder of the term hereof, and (ii) Lessor shall thereafter
be relieved of any further obligations hereunder and such new owner shall assume
all of Lessor's obligations hereunder, except that such new owner shall not: (a)
be  liable for any act or omission of any prior lessor or with respect to events
occurring  prior  to  acquisition of ownership; (b) be subject to any offsets or
defenses  which  Lessee  might  have  against  any prior lessor, (c) be bound by
prepayment of more than one month's rent, or (d) be liable for the return of any
security  deposit  paid  to  any  prior  lessor.
     30.3 NON-DISTURBANCE.  With  respect  to  Security  Devices entered into by
Lessor  after  the execution of this Lease, Lessee's subordination of this Lease
shall  be  subject  to  receiving  a  commercially  reasonable  non-disturbance
agreement  (a "NON-DISTURBANCE AGREEMENT") from the Lender which Non-Disturbance
Agreement  provides  that  Lessee's  possession of the Premises, and this Lease,
including  any  options to extend the term hereof, will not be disturbed so long
as  Lessee  is  not  in  Breach  hereof  and  attorns to the record owner of the
Premises.  Further,  within  60  days  after the execution of this Lease, Lessor
shall  use  its  commercially  reasonable  efforts  to  obtain a Non-Disturbance
Agreement  from  the holder of any pre-existing Security Device which is secured
by  the  Premises.  In  the  event  that  Lessor  is  unable  to  provide  the
Non-Disturbance  Agreement  within  said  60  days, then Lessee may, at Lessee's
option,  directly  contact Lender and attempt to negotiate for the execution and
delivery  of  a  Non-Disturbance  Agreement.
     30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 shall be
effective  without  the  execution  of  any  further


<PAGE>
documents; provided, however, that, upon written request from Lessor or a Lender
in  connection with a sale, financing or refinancing of the Premises, Lessee and
Lessor  shall  execute  such  further  writings as may be reasonably required to
separately  document  any  subordination,  attornment  and/or  Non-Disturbance
Agreement  provided  for  herein.

31.  ATTORNEYS'  FEES.  If  any  Party  or Broker brings an action or proceeding
involving  the  Premises  whether  founded  in  tort,  contract or equity, or to
declare  rights  hereunder,  the  Prevailing Party (as hereafter defined) in any
such  proceeding,  action,  or  appeal  thereon, shall be entitled to reasonable
attorneys'  fees.  Such  fees  may be awarded in the same suit or recovered in a
separate  suit,  whether or not such action or proceeding is pursued to decision
or  judgment.  The term, "PREVAILING PARTY" shall include, without limitation, a
Party  or  Broker who substantially obtains or defeats the relief sought, as the
case  may be, whether by compromise, settlement, judgment, or the abandonment by
the  other  Party  or  Broker of its claim or defense. The attorneys' fees award
shall  not  be  computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor  shall be entitled to attorneys' fees, costs and expenses incurred in the
preparation  and  service  of notices of Default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection
with  such  Default  or  resulting  Breach  ($200  is  a  reasonable minimum per
occurrence  for  such  services  and  consultation).

32.  LESSOR'S  ACCESS;  SHOWING  PREMISES;  REPAIRS.  Lessor and Lessor's agents
shall  have  the  right  to  enter  the  Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to  prospective  purchasers,  lenders,  or tenants, and making such alterations,
repairs,  improvements or additions to the Premises as Lessor may deem necessary
or  desirable  and  the  erecting, using and maintaining of utilities, services,
pipes  and  conduits through the Premises and/or other premises as long as there
is  no  material  adverse  effect  to  Lessee's  use  of  the Premises. All such
activities shall be without abatement of rent or liability to Lessee. Lessor may
at  any  time place on the Premises any ordinary "FOR SALE" signs and Lessor may
during  the  last 6 months of the term hereof place on the Premises any ordinary
"FOR  LEASE"  signs.  In addition, Lessor shall have the right to retain keys to
the  Premises  and  to  unlock  all  doors in or upon the Premises other than to
files,  vaults  and safes, and in the case of emergency to enter the Premises by
any  reasonably  appropriate  means,  and  any  such entry shall not be deemed a
forcible  or  unlawful  entry or detainer of the Premises or an eviction. Lessee
waives  any  charges  for  damages  or  injuries  or  interference with Lessee's
property  or  business  in  connection  therewith.
33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any auction
upon  the  Premises  without Lessor's prior written consent. Lessor shall not be
obligated  to  exercise any standard of reasonableness in determining whether to
permit  an  auction.
34.  SIGNS. Lesse tl-not-~pla6e any-sign upon the Project without Leesor's prior
written  consent.?  See  Addendum.
35.  TERMINATION;  MERGER.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary  or  other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by  Lessee,  shall  automatically terminate any sublease or lesser estate in the
Premises;  provided,  however,  that Lessor may elect to continue any one or all
existing sub-tenancies. Lessor's failure within 10 days following any such event
to  elect  to  the  contrary  by written notice to the holder of any such lesser
interest,  shall  constitute Lessor's election to have such event constitute the
termination  of  such  interest.
36.  CONSENTS. Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs
and expenses (including but not limited to architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents
to an assignment, a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting documentation
therefor. Lessor's consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent. The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other conditions as are then reasonable with
reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other
hereunder and reasonably requests the reasons for such determination, the
determining party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.


<PAGE>
37.  GUARANTOR.
     37.1 EXECUTION.  The  Guarantors,  if any, shall each execute a guaranty in
the  form  most  recently  published  by  the  American  Industrial  Real Estate
Association.
     37.2 DEFAULT.  It  shall constitute a Default of the Lessee 1 any Guarantor
fails  or refuses, upon request to provide: (a) evidence of the execution of the
guaranty,  including the authority of the party signing on Guarantor's behalf to
obligate  Guarantor,  and in the case of a corporate Guarantor, a certified copy
of  a  resolution  of  its  board  of  directors  authorizing the making of such
guaranty,  (b) current financial statements, (c) an Estoppel Certificate, or (d)
written  confirmation  that  the  guaranty  is  still  in  effect.
38.   QUIET POSSESSION. Subject to payment by Lessee of the Rent and performance
of  all  of  the  covenants,  conditions  and  provisions on Lessee's part to be
observed  and performed under this Lease, Lessee shall have quiet possession and
quiet  enjoyment  of  the  Premises  during  the  term  hereof.

39.  OPTIONS.  If  Lessee  is  granted  an  Option,  as  defined below, then the
following  provisions  shall  apply.
     39.1 DEFINITION.  "OPTION"  shall mean: (a) the right to extend the term of
or  renew  this  Lease  or to extend or renew any lease that Lessee has on other
property  of  Lessor;  (b)  the  right  of first refusal or first offer to lease
either  the  Premises  or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.
     39.2 OPTIONS  PERSONAL  TO  ORIGINAL LESSEE Any Option granted to Lessee in
this  Lease  is  personal  to  the  original  Lessee,  and cannot be assigned or
exercised  by anyone other than said original Lessee and only while the original
Lessee  is  in full possession of the Premises and, if requested by Lessor, with
Lessee  certifying  that  Lessee  has  no  intention  of thereafter assigning or
subletting.
     39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple Options to
extend  or renew this Lease, a later Option cannot be exercised unless the prior
Options  have  been  validly  exercised.
     39.4 EFFECT  OF  DEFAULT  ON  OPTIONS.
          (a)  Lessee  shall have no right to exercise an Option: (i) during the
period  commencing with the giving of any notice of Default and continuing until
said  Default  is  cured,  (ii)  during  the  period  of time any Rent is unpaid
(without  regard  to  whether  notice thereof is given Lessee), (iii) during the
time  Lessee  is  in  Breach of this Lease, or (iv) in the event that Lessee has
been  given  3  or more notices of separate Default, whether or not the Defaults
are  cured, during the 12 month period immediately preceding the exercise of the
Option.
          (b)  The  period of time within which an Option may be exercised shall
not  be  extended  or  enlarged  by  reason of Lessee's inability to exercise an
Option  because  of  the  provisions  of  Paragraph  39.4(a).
          (c)  An  Option  shall terminate and be of no further force or effect,
notwithstanding  Lessee's  due and timely exercise of the Option, if, after such
exercise and prior to the commencement of the extended term or completion of the
purchase,  (i)  Lessee fails to pay Rent for a period of 30 days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee  commits  a  Breach  of  this  Lease.

40.  SECURITY  MEASURES.  Lessee  hereby  acknowledges  that the Rent payable to
Lessor  hereunder  does  not include the cost of guard service or other security
measures,  and  that Lessor shall have no obligation whatsoever to provide same.
Lessee  assumes  all  responsibility for the protection of the Premises, Lessee,
its  agents  and  invitees and their property from the acts of third parties. In
the  event, however, that Lessor should elect to provide security services, then
the  cost  thereof  shall  be  an  Operating  Expense.

41.  RESERVATIONS.
          (a)  Lessor  reserves  the right: (i) to grant, without the consent or
joinder  of  Lessee,  such  easements,  rights and dedications that Lessor deems
necessary,  (ii) to cause the recordation of parcel maps and restrictions, (iii)
to  create  and/or  install  new  utility  raceways,  so long as such easements,
rights,  dedications,  maps,  restrictions,  and  utility  raceways  do  not
unreasonably  interfere with the use of the Premises by Lessee. Lessor may also:
change  the  name,  address or title of the Building or Project upon at least 90
days  prior  written  notice; provide and install, at Lessee's expense, Building
standard  graphics  on  the door of the Premises and such portions of the Common
Areas  as  Lessor  shall  reasonably  deem  appropriate; grant to any lessee the
exclusive right to conduct any business as long as such exclusive right does not
conflict  with  any  rights  expressly  given  herein;  and to place such signs,
notices  or  displays as Lessor reasonably deems necessary or advisable upon the
roof,  exterior  of  the  Building or the Project or on pole signs in the Common
Areas.  Lessee  agrees  to  sign any documents reasonably requested by Lessor to
effectuate  such  rights. The obstruction of Lessee's view, air, or light by any
structure  erected  in  the vicinity of the Building, whether by Lessor or third
parties,  shall in no way affect this Lease or impose any liability upon Lessor.
          (b)  Lessor  also  reserves the right to move Lessee to other space of
comparable size in the Building or Project. Lessor must provide at least 45 days
prior  written  notice of such move, and the new space must contain improvements
of  comparable  quality to those contained within the Premises. Lessor shall pay
the  reasonable  out  of  pocket  costs  that  Lessee incurs with regard to such
relocation, including the expenses of moving and necessary revision costs. In no
event,  however,  shall  Lessor  be  required  to pay an amount in excess of two
months  Base Rent. Lessee may not be relocated more than once during the term of
this  Lease.
          (c)  Lessee shall not: (i) use a representation (photographic or
otherwise) of the Building or Project or their name(s) in connection with
Lessee's business; or (ii) suffer or permit anyone, except in emergency, to go
upon the roof of the Building.
42.  PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay.
43.  AUTHORITY.
          (a)  If either Party hereto is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized
to execute and deliver this Lease on its behalf. Each party shall, within 30
days after request, deliver to the other party satisfactory evidence of such
authority.
          (b)  If this Lease is executed by more than one person or entity as
"Lessee", each such person or entity shall be jointly and severally liable
hereunder. It is agreed that any one of the named Lessees shall be empowered to
execute any amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.
44.  CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.
45.  OFFER. Preparation of this Lease by either party or their agent and
submission of same to the other Party shall not be deemed an offer to


<PAGE>
lease to
the other Party. This Lease is not intended to be binding until executed and
delivered by all Parties hereto.
46.  AMENDMENTS This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable nonmonetary modifications to this Lease as may be reasonably required
by a Lender in connection with the obtaining of normal financing or refinancing
of the Premises.
47.  MULTIPLE PARTIES. If more than one person or entity is named herein as
either Lessor or Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.
48.  WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDINGINVOLVING THE PROPERTY OR ARISING OUT
OF THIS AGREEMENT.
49.  MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or Brokers
arising out of this Lease [_] is [X] is not attached to this Lease.

50.  AMERICANS WITH DISABILITIES ACT. In the event that as a result of Lessee's
use, or intended use, of the Premises the Americans with Disabilities Act or any
similar law requires modifications or the construction or installation of
improvements in or to the Premises, or second floor Common Areas the Parties
agree that such modifications, construction or improvements shall be made at:
[_] Lessor's expense [X] Lessee's expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BYTHE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.
ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANYBROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH
ITRELATES. THE PARTIES ARE URGED TO:
1.   SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2.   RETAIN  APPROPRIATE  CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
     THE  PREMISES.  SAID  INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING AND SIZE OF THEPREMISES, THE STRUCTURAL INTEGRITY, THE
CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANSWITH
DISAHILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH TFIE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED.
The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.


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



        (C)COPYRIGHT 1999-BY AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION.
                              ALL RIGHTS RESERVED.
    NO PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM WITHOUT PERMISSION IN
                                    WRITING.


<PAGE>
                               RENT ADJUSTMENT(S)
                               ------------------

                             STANDARD LEASE ADDENDUM
                             -----------------------


          DATED May 21, 2003
                ---------------------------------------------------------


         BY AND BETWEEN (LESSOR) 1989 Sheehan Family Trust dated October
                                 ----------------------------------------
                                 24, 1989
                                 ----------------------------------------

                        (LESSEE) Electronic Clearing House, Inc., a
                                 ----------------------------------------
                                 Nevada Corporation
                                 ----------------------------------------

             ADDRESS OFPREMISES: 730Paseo Camarillo, Camarillo, CA 93010
                                 ----------------------------------------


Paragraph 51
          ----

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

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

[_]  I.   COST OF LIVING ADJUSTMENT(S) (COLA)
          a.   On(Fill in COLA Dates):
                                      ------------------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): [_] CPI W (Urban Wage Earners
and Clerical Workers) or [_] CPI U (All Urban Consumers), for (Fill in Urban
Area):               ,
All Items (1982-1984 = 100), herein referred to as "CPI".

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

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

[_]  II.  MARKET  RENTAL VALUE ADJUSTMENT(S) (MRV)
          a.   On (Fill in MRV Adjustment Date(s):
                                                  ------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted to the "Market Rental Value" of the property as
follows:

               1)   Four months prior to each Market Rental Value Adjustment
     Date described above, the Parties shall attempt to agree upon what the new
     MRV will be on the adjustment date. If agreement cannot be reached within
     thirty days, then:

                    (a)  Lessor and Lessee shall immediately appoint a mutually
     acceptable appraiser or broker to establish the new MRV within the next 30
     days. Any associated costs will be split equally between the Parties, or

                    (b)  Both Lessor and Lessee shall each immediately make a
     reasonable determination of the MRV and submit such


<PAGE>
determination, in writing, to arbitration in accordance with the following
provisions:
                    (I)  Within 15 days thereafter, Lessor and Lessee shall each
select an     appraiser or     broker ("CONSULTANT" - check one) of their choice
to act as an arbitrator. The two arbitrators so appointed shall immediately
select a third mutually acceptable Consultant to act as a third arbitrator.

                    (ii) The 3 arbitrators shall within 30 days of the
appointment of the third arbitrator reach a decision as to what the actual MRV
for the Premises is, and whether Lessor's or Lessee's submitted MRV is the
closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

                    (iii) If either of the Parties fails to appoint an
arbitrator within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision on his or her own, and said decision shall be
binding on the Parties.

                    (iv) The entire cost of such arbitration shall be paid by
the party whose submitted MRV is not selected, ie. the one that is NOT the
closest to the actual MRV.

               2)   Notwithstanding the foregoing, the new MRV shall not be less
than the rent payable for the month immediately preceding the rent adjustment.


          b.   Upon the establishment of each New Market Rental Value:
               1)   the new MRV will become the new "Base Rent" for the purpose
                    of calculating any further Adjustments, and
               2)   the first month of each Market Rental Value term shall
                    become the new 'Base Month' for the purpose of calculating
                    any further Adjustments.

[_]  III. FIXED RENTAL ADJUSTMENT(S) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
belo

<TABLE>
<CAPTION>
     On (Fill in FRA Adjustment Date(s)):  The New Base Rent shall be:
<S>                                        <C>
     October 1, 2005                       $                  23,034.50
     ------------------------------------  ----------------------------
     October 1, 2007                       $                  24,036.00
     ------------------------------------  ----------------------------
                                           $
     ------------------------------------  ----------------------------
                                           $
     ------------------------------------  ----------------------------
</TABLE>

B.   NOTICE:
Unless specified otherwise herein, notice of any such adjustments, other than
Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.

C.   BROKERS FEE:
The Brokers shall be paid a Brokerage Fee for each adjustment specified above in
accordance with paragraph 15 of the Lease.
Sandrosky-2OO3-rentadj-730 Paseo Camarillo




NOTE:     THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW
AND NEEDS OF THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING
THE MOST CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S.
FLOWER STREET, SUITE 600, LOS ANGELES, CALIF. 90017


<PAGE>
                              OPTION( S) TO EXTEND
                             STANDARD LEASE ADDENDUM


          DATED May 21, 2003
                ---------------------------------------------------------
         BY AND BETWEEN (LESSOR) 1989 Sheehan Family Trust dated October
                                 ----------------------------------------
                                 24, 1989
                                 ----------------------------------------

                        (LESSEE) Electronic Clearing House, Inc., a
                                 ----------------------------------------
                                 Nevada Corporation
                                 ----------------------------------------

             ADDRESS OFPREMISES: 730Paseo Camarillo, Camarillo, CA 93010
                                 ----------------------------------------


Paragraph 52
------------

A.   OPTION(S) TO EXTEND:
Lessor hereby grants to Lessee the option to extend the term of this Lease for
one (1)     additional sixty (60)     month period(s) commencing when the prior
-----------                 ---------
term expires upon each and all of the following terms and conditions:

     (i)  In order to exercise an option to extend, Lessee must give written
notice of such election to Lessor and Lessor must receive the
same at least 6     but not more than 9      months prior to the date that the
              -----                   ------
option period would commence, time being of the essence. If proper notification
of the exercise of an option is not given and/or received, such option shall
automatically expire. Options (if there are more than one) may only be exercised
consecutively.

     (ii) The provisions of paragraph 39, including those relating to Lessee's
Default set forth in paragraph 39.4 of this Lease, are conditions of this
Option.

     (iii) Except for the provisions of this Lease granting an option or options
to extend the term, all of the terms and conditions of this Lease except where
specifically modified by this option shall apply.

     (iv) This Option is personal to the original Lessee, and cannot be assigned
or exercised by anyone other than said original Lessee and only while the
original Lessee is in full possession of the Premises and without the intention
of thereafter assigning or subletting.

     (v) The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below: (check method(s) to
be Used and Fill in Appropriately)

[_]  I.   COST OF LIVING ADJUSTMENT(S) (COLA)
     a.   On (Fill in COLA Dates):
                                  ----------------------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted by the change. if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): [ ] CPI W (Urban Wage Earners
and Clerical Workers) or [ ] CPI U (All Urban Consumers), for (Fill in Urban
Area):
--------------------------------------------------------------------------------
All Items (1982-1984 = 100), herein referred to as "CPI".

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

     c.   In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau


<PAGE>
or agency or shall be discontinued, then the index most nearly the same as the
CPI shall be used to make such calculation. In the event that the Parties cannot
agree on such alternative index, then the matter shall be submitted for decision
to the American Arbitration Association in accordance with the then rules of
said Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

[_]  II.  MARKET RENTAL VALUE ADJUSTMENT(S) (MRV)
     a.   On (Fill in MRV Adjustment Date(s))
                                             -----------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted to the "Market Rental Value" of the property as
follows:
          1)   Four months prior to each Market Rental Value Adjustment Date
described above, the Parties shall attempt to agree upon what the new MRV will
be on the adjustment date. If agreement cannot be reached, within thirty days,
then:

               (a)  Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the Parties, or

               (b)  Both Lessor and Lessee shall each immediately make a
reasonable determination of the MRV and submit such determination, in writing,
to arbitration in accordance with the following provisions:
                    (i)  Within 15 days thereafter, Lessor and Lessee shall each
select an D appraiser or 0 broker ("Consultant" check one) of their choice to
act as an arbitrator. The two arbitrators so appointed shall immediately select
a third mutually acceptable Consultant to act as a third arbitrator.

                    (ii) The 3 arbitrators shall within 30 days of the
appointment of the third arbitrator reach a decision as to what the actual MRV
for the Premises is, and whether Lessor's or Lessee's submitted MRV is the
closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

                    (iii) If either of the Parties fails to appoint an
arbitrator within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision on his or her own, and said decision shall be
  --------------------------------------
binding on the Parties.
closest to the actual MRV.
                    (iv) The entire cost of such arbitration shall be paid by
the party whose submitted MRV is not selected, ie. the one that is NOT the
closest to the actual MRV.

          2)   Notwithstanding the foregoing, the new MRV shall not be less than
the rent payable for the month immediately preceding the rent adjustment.

     b.   Upon the establishment of each New Market Rental Value:

          1)   the new MRV will become the new "Base Rent" for the purpose of
calculating any further Adjustments, and
          2)   the first month of each Market Rental Value term shall become the
new "Base Month" for the purpose of calculating any further Adjustments.

[_]  III. FIXED RENTAL ADJUSTMENT(S) (FRA)
The Base Rent shall be increased to the following amounts on the dates set forth
below:

<TABLE>
<CAPTION>
     On (Fill in FRA Adjustment Date(s)):  The New Base Rent shall be:
<S>                                        <C>
     October 1, 2008                       $                  25,037.50
     ------------------------------------  ----------------------------
     October1, 2010                        $                  26,039.00
     ------------------------------------  ----------------------------
     October 1, 2012                       $                  27,040.50
     ------------------------------------  ----------------------------
                                           $
     ------------------------------------  ----------------------------
</TABLE>



B.   NOTICE:
     Unless specified otherwise herein, notice of any rental adjustments, other
than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.


<PAGE>
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                   -------------------------------------------
                               OPTION TO PURCHASE
                               ------------------
                             Standard Lease Addendum
                             -----------------------

          DATED May 21, 2003
                ---------------------------------------------------------
         BY AND BETWEEN (LESSOR) 1989 Sheehan Family Trust dated October
                                 ----------------------------------------
                                 24, 1989
                                 ----------------------------------------

                        (LESSEE) Electronic Clearing House, Inc., a
                                 ----------------------------------------
                                 Nevada Corporation
                                 ----------------------------------------

             ADDRESS OFPREMISES: 730Paseo Camarillo, Camarillo, CA 93010
                                 ----------------------------------------


Paragraph 53
          ----


     (a)  Lessor hereby grants to Lessee an option to purchase the Premises upon
the terms and conditions herein set forth.

     (b)  In order to exercise this option to purchase, Lessee must give written
notice of the exercise of the option to Lessor during the period from October 1,
                                                                      ----------
2005     to October 31, 2005     (the "Option Period"), time being of the
--------    --------------------
essence. If such notice is not so given, this option shall automatically expire.
At the same time the option is exercised, Lessee must deliver to Lessor a
cashier's check in the amount of $25,000.00 payable to Chicago Title Insurance
                                 ----------            -------------------------
Co. TO be part of the purchase price.
---

     (c)  The provisions of paragraph 39, including those relating to Lessee's
Default set forth in paragraph 39.4 of this LEASE ARE CONDITIONS OF this Option.

     (d)  II Lessee elects to exercise this option to purchase as provided
above, the transfer of title to Lessee shall occur on the close of escrow on and
until that time the terms of this Lease shall remain in full force and effect.
     (e)  If Lessee elects to exercise this option to purchase, the purchase
price to be paid by Lessee shall be $The Fair Market Value an determined by
                                    --------------------------------------------
agreement between Less and Lessee or failing agreement by the AIR
--------------------------------------------------------------------------------
"Three Arbitrator Approach". In no event will the purchase price be less than
$4,&OO,000.0O plus the cost of Capital Improvements and Tenant lmprovements
expended on the building by Lessor from the date of Lease execution to lessee's
exercise of the Option to Purchase, but in no civil; shall the Capital
Improvements arid Tenant improvements in total exceed one million dollars
($1,000,000.00).

     (f)  Within 10 days after this option to purchase is exercised, Lessor and
Lessee shall give instructions to consummate the sale to Chicago Title Insurance
                                                         -----------------------
Co.                         , located at 5675 Ralston Street
----------------------------             ---------------------------------------
Ventura,CA, who shall act as escrow holder, on the normal and usual escrow forms
-----------
then used by such escrow holder, as follows:


          (i)  Escrow shall close 90 or     days after mutual execution of the
                                        ----
Purchase and SALE Agreement.

          (ii) Lessor shall deposit the check referred to in paragraph (b) into
escrow upon opening thereof, with the balance of the purchase price to be
deposited into escrow no hater then 2:00 P.M. on the last business day prior to
the expected closing date;
          (iii) The parties agree to execute any additional instructions as are
normal and usual;
          (iv) The balance of the terms and conditions of sale shall be as set
forth in the American Industrial Real Estate Association "STANDARD OFFER,
AGREEMENT AND ESCROW INSTRUCTIONS FOR THE PURCHASE OF REAL ESTATE", a
copy of which is attached hereto: May 21,  2003 for reference purposes
                                  ----------------------------------------------
and paragraphs 4.2; 5; 6; 9.1 a,b,c,d,e,h,i,j, and k; and 20, which do not
apply.


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


     (h)  In the event that this option to purchase is not exercised by Lessee
in a timely fashion, the Lessee shall, upon request of Lessor, execute,
acknowledge and deliver to Lessor a quit claim deed releasing Lessee's interest
in such option. Lessor shall be responsible for the preparation of such deed and
the payment of any fees applicable to the recording thereof.
     (i)  In order to establish the value of the property prior to the dates for
exercise of the Option to Purchase, the value must 170 agreed upon or the
appraisal must be conducted prior to the window of October 1, 2005 to October
31, 2005. In order to establish the value prior to such time period, the parties
agree to the following procedure:


         (i)   On or prior to August 1, 2005 the parties shall either agree on
               the price at which the Option may be exercised or implement the
               AIR "Three Arbitrator Approach".

         (ii). The time period for the exercise of the option shall not
               commence to run until there has been an agreement regarding value
               or the determination of value.

         (iii).If the value is agreed upon or determined prior to October 1,
               2005, the time period for exercise shall be as in 53(b).

         (iv). Despite the efforts of the parties, if the value is not agreed
               upon or determined prior to October 1,2005, the option period
               specified in paragraph E~3(17) shall be extended so that ~u.ycr
               has the option of exercise to purchase for a full thirty (30) day
               period commencing from the date of agreement or determination,

WARNING:

     1.   LESSEE SHOULD NOT EXERCISE THIS OPTION UNTIL LESSEE HAS COMPLETED SUCH
INVESTIGATION AS MAY BE APPROPRIATE, OBTAINED ANY NECESSARY FINANCING, AND IS
OTHERWISE IN A POSITION TO COMPLETE SUCH PURCHASE.

     2.   IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE STANDARD OFFER, AGREEMENT AND EXCROW INSTRUCTIONS FOR THE
PURCHASE OF REAL ESTATE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PROPERTY IS LOCATED.H:/SAndrosky-2OO3-optpur-73O Paseo
CamarilIo


<PAGE>
                       RIGHT OF FIRST REFUSAL TO PURCHASE
                       ----------------------------------
                             STANDARD LEASE ADDENDUM
                             -----------------------


          DATED May 21, 2003
                ---------------------------------------------------------
         BY AND BETWEEN (LESSOR) 1989 Sheehan Family Trust dated October
                                 ----------------------------------------
                                 24, 1989
                                 ----------------------------------------

                        (LESSEE) Electronic Clearing House, Inc., a
                                 ----------------------------------------
                                 Nevada Corporation
                                 ----------------------------------------

             ADDRESS OFPREMISES: 730Paseo Camarillo, Camarillo, CA 93010
                                 ----------------------------------------


Paragraph 54.
-------------


     (a)  Lessor shall not, at any time prior to the expiration of the term of
this Lease, or any extension thereof, sell the Premises, or any interest
therein, without first giving written notice thereof to Lessee, which notice is
hereinafter referred to as "Notice of Sale".

     (b)  The Notice of Sale shall include the exact and complete terms of the
proposed sale and shall have attached thereto a copy of the bona fide offer and
counteroffer, if any, duly executed by both Lessor and the prospective
purchaser.

     (c)  For a period of 12 10 business calendar-days after receipt by Lessee
of the Notice of Sale, Lessee shall have the right to give written notice to
Lessor of Lessee's exercise of Lessee's right to purchase the Premises, the
interest therein proposed to be sold, or the property of which the Premises are
a part, on the same terms, price and conditions as set forth in the Notice of
Sale. In the event that Lessor does not receive written notice of Lessee's
exercise

of the right herein granted within said 12 10 business day period, there shall
be a conclusive presumption that Lessee has elected NOT to exercise Lessee's
right hereunder, and Lessor may complete the sale to the prospective purchaser,
on the same terms set forth in the Notice of Sale.

     (d)  In the event that Lessee declines to exercise its right of first
refusal after receipt of the Notice of Sale, and, thereafter, Lessor and the
prospective purchaser modify by more than 5%, (I) the sales price, or (ii) the
amount of down payment, or if there is a material change in any seller financing
offered, or in the event that the sale is not consummated within 180 days of the
date of the Notice of Sale, then Lessee's right of first refusal shall reapply
to said transaction.

     (e)  In the event that Lessee declines to exercise its right of first
refusal after receipt of the Notice of Sale, and, thereafter, the proposed
transfer or sale is not consummated, the Lessee's right of first refusal shall
apply to any subsequent transaction. If, however, said transfer or sale is, in
fact, completed, then said right shall be extinguished and shall not apply to
any subsequent transactions.

     (f)  Notwithstanding the above, this right of first refusal is intended to
apply only to voluntary transfers involving third party transferees. This right
of first refusal shall not, therefore, apply: where the Premises are taken by
eminent domain or sold under threat of condemnation, to inter-family or
inter-ownership transfers, to transfers by Lessor to a trust created by Lessor,
or, if Lessor is a trust, to transfers to a trust beneficiary.

     (g)  NOTE: This right of first refusal cannot be exercised: (i) during the
period commencing with the giving of any notice of Default and continuing until
said Default is cured, (ii) during the period of lime any Rent is unpaid
(without regard to whether notice thereof is given Lessee), (iii) during the
time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has
been given 3 or more notices of Default, whether or not the Defaults are cured,
during the 12 month period immediately preceding the exercise of the right of
first refusal.


<PAGE>
ADDENDUM TO THAT STANDARD MULTI-TENANT OFFICE LEASE GROSS DATED MAY 21, 2003, BY
AND BETWEEN 1989 SHEEHAN FAMILY TRUST DATE1) OCTOBER 24, 1989, AS LESSOR, AND
ELECTRONIC CLEARING HOUSE, INC, A NEVADA CORPORATION, AS LESSEE, FOR THAT
PROPERTY COMMONLY KNOWN AS 730 PASEO CAMARILLO, CAMARILLO, CALIFORNIA.

55.  SIGNS:
     Lessee shall have the right to install building lop signage subject to
     approval by the Lessor and City of Camarillo of the signage, its size and
     location on the building. All costs of the signage, its fabrication,
     installation, maintenance, and removal shall be the responsibility of
     Lessee.

56.  ROOFTOP RIGHTS:
     Lessee, at Lessee's sole cost, shall have the right to install its
     telecommunications equipment or additional UVAC equipment on the roof of
     the building subject to approval of the equipment, its size, location, and
     its interconnectivity, by Lessor and, if necessary, the City of Camarillo.

57.  RIGHT OF FIRST REFUSAL - Lease:
     Lessor hereby grants to Lessee an on-going Right of First Refusal to Lease
     space on the first floor of the building. In the event Lessor receives an
     acceptable bonafide third party offer to Lease all or part of the first
     floor space, Lessor shall Business first notify Lessee of said offer.
     Lessee shall have ten (l0) business days to provide Lessor with written
     exercise of its Right of First Refusal to Lease the space which Lease will
     be at Lessee's then prevailing base rent, with the space in its "as-is"
     condition, and with an overall remaining Lease term no less than three (3)
     years. Upon such written exercise, Lessor will prepare an Addendum to this
     Lease execution by the parties.

58.  OPTION TO TERMINATE:
     Lessee shall have a one-time option to terminate the Lease effective as of
     the end of the thirty-sixth (36T11) month of the Lease term by providing
     Lessor with at least four (4) months prior written notice and, within
     thirty (30) days of delivery of such notice, delivering to Lessor a
     termination fee equal to the sum of:

     I)   The unamortized balance of tenant improvement allowance,
     furniture/equipment fees-plus;
     2)   A termination fee equal to four (4) months of the then prevailing base
     rent (approx. $92,138.00).

59.  FURNITURE/EQUIPMENT FEE:
     In addition to the base rent payable per Sections 1.5 and 51 of the Lease,
     Lessee shall be responsible to pay monthly with the base rent during the
     initial Lease term a furniture/equipment fee of $3,000 per month. At the
     end of the five (5) year Lease term, this furniture and equipment including
     the UPS system shall become the property of Lessee upon the payment to
     Lessor of One Dollar ($1 .00). Upon acquisition of such property, the
     furniture/equipment fee shall terminate, and Lessee shall remit the
     remaining balance to Lessor.

60.  STANDBY DIESEL GENERATOR:
     A standby diesel generator is interconnected with the building and Premises
     and is available for use by Lessee and other tenants in the building.
     Lessee shall be responsible to maintain and test the generator on a regular
     basis. The cost of replacement parts and diesel fuel shall be shared
     equally by Lessee and Lessor or by Lessee and other tenants utilizing the
     standby diesel generator.

     Landlord acknowledged standby diesel generator is not permitted.
     Notwithstanding above Landlord at Landlords sole cost and expense shall
     deliver to Lessee, prior to Rent Commencement (October 1, 2003), the
     standby diesel generator fully compliant with all Federal, State local laws
     and regulations.

61.  Sections 2.3(1)), 4.2(c) (viii) and 4.2(g) are hereby amended to eliminate
     from the definition of Operating I ~expenses the cost. of any Capital
     Expenditure and, therefore, eliminate from the obligations of Lessee the
     responsibility for amortization of such expenditures. By this modification,
     Lessor and Lessee agree that Lessee shall not be responsible for any
     Capital Expenditure including but not limited to the roof, foundations,
     exterior walls or a Common Area capital improvement together with
     renovations, divisions and improvements to the first floor of the Project.
     The parties acknowledge that Lessor intends to refurbish, divide and
     improve the first-floor of the Project and, by this Addendum, the parties
     specifically eliminate from the Lease all obligations of Lessee therefore.


<PAGE>
62.  Section 2.6 is hereby modified to provide that, during the term of this
     Lease and any extension thereof, Lessee shall have the right to utilize
     such parking spaces specified in Section 1.2(b) without any rent or charge.

63.  Except as provided in the Lease, the Lessee accepts the Premises in "as-is"
     condition except that Lessor will clean the carpets, repaint the walls, and
     replace any damage ceiling tiles and light fixtures.

64.  Notwithstanding the provisions of Section 1 .12, concerning the Business
     Flours for the Building, Lessee shall be entitled to access to the Premises
     and parking areas on all dates and at all times. Lessor acknowledges that
     Lessee's business operation is twenty-four (24) hours per day, seven (7)
     days per week.

65.  Notwithstanding the provisions of Section 12, Lessor's consent to such an
     assignment or sublease shall not be unreasonably withheld, delayed or
     conditioned. Lessee shall retain 50% of any excess consideration received.
     A reorganization, merger, sale, partnership change, assignment, transfer or
     hypothecation or other ownership interest in Lessee shall not be deemed an
     assignment or sublease under this section. Neither the use by, nor [lie
     subletting to, any subsidiary, any subsidiary or any subsidiary or
     affiliate of Lessee of all or a portion of the Premises shall be deemed an
     assignment or sublease under the Lease and Lessee shall not be required to
     secure consent from the Lessor.


67.  Notwithstanding the provisions of Section 6.2 hazardous Substances, Lessor
     hereby discloses to Lessee that the building's original rooting materials
     may have contained asbestos and that these materials were covered up by a
     rubber membrane when the roof was re-done by GTE in 1998. Lessor
     subsequently had a new roof installed over the rubber membrane. Lessee is
     advised that any work on the roof should not be attempted by an unqualified
     person, and not without coordination with Lessor.


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                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE
                              ---------------------



Dated: May 21, 2003
       ---------------------------------


By and Between 1989 Sheehan Family Trust dated October 24, 1989 (Lessor) and
       -------------------------------------------------------------------------
Electronic Clearing House, Inc., a Nevada Corporation (Lessee)
--------------------------------------------------------------

                                  GENERAL RULES
                                  -------------
     1.   Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.
     2.   Lessor reserves the right to refuse access to any persons Lessor in
good faith judges to be a threat to the safety and reputation of the Project and
its occupants.
     3.   Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Project.
     4.   Lessee shall not keep animals or birds within the Project, and shall
not bring bicycles, motorcycles or other vehicles into areas not designated as
authorized for same.
     5.   Lessee s~1iall not make, suffer or permit litter except in appropriate
receptacles for that purpose.
     6.   Lessee shall not alter any lock or install new or additional locks or
bolts.
     7.   Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities. No foreign substances of any kind are to be
inserted therein.
     8.   Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Project.
     9.   Lessee shall not suffer or permit anything in or around the Premises
or Building that causes excessive vibration or floor loading in any part of the
Project.
     10.  Furniture, significant freight and equipment shall be moved into or
out of the building only with the Lessor's knowledge and consent, and subject to
such reasonable limitations, techniques and timing, as may be designated by
Lessor. Lessee shall be responsible for any damage to the Office Building
Project arising from any such activity.
     11.  Lessee shall not employ any service or contractor for services or work
to be performed in the Building, except as approved by Lessor.
     12.  Lessor reserves the right to close and lock the Building on Saturdays,
Sundays and Building Holidays, and on other days between the hours of

7:00P.M. and 7:00AM. of the following day. If Lessee uses the Premises during
----         ----
such periods, Lessee shall be responsible for securely locking any doors it may
have opened for entry.

     13.  Lessee shall return all keys at the termination of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.
     14.  No window coverings, shades or awnings shall be installed or used by
Lessee.

Lessee's sole cost and expense.
     16.  Lessee shall not suffer or permit smoking or carrying of lighted
cigars or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.
     17.  Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.
     18.  Lessee shall not install, maintain or operate any vending machines
upon the Premises without Lessor's written consent.
     19.  The Premises shall not be used for lodging or manufacturing, cooking
or food preparation.
     20.  Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.
     21.  Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.
     22.  Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.
     23.  Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Project and its occupants. Lessee agrees to abide by
these and such rules and regulations.


                                  PARKING RULES
     1.   Parking areas shall be used only for parking by vehicles no longer
than full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."
     2.   Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.
     3.   Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges. Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.
     4.   Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.
     5.   Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with


<PAGE>
applicable laws, ordinances and regulations.
     6.   Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.
     7.   Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.
     8.   Validation, If established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.
     9.   The maintenance, washing, waxing or cleaning of vehicles in the
parking structure or Common Areas is prohibited.
     10.  Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.
     11.  Lessor reserves the right to modify these rules and/or adopt such
other reasonable and non-discriminatory rules and regulations as it may deem
necessary for the proper operation of the parking area.
     12.  Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.

                            FIRST AMENDMENT TO LEASE

This First Amendment to Lease ("First Amendment") is entered into as of July 10,
2003 by and between the 1989 Sheehan Family Trust dated October 24, 1989
("Lessor") and Electronic Clearing House, Inc., a Nevada Corporation ("Lessee"),
and amends that certain Standard Multi- Tenant Lease - Gross dated May 21, 2003
for the Premises commonly known as 730 Paseo Camarillo, Suite 200, Camarillo,
California ("Premises"), as more particularly described therein.

Lessee wishes to lease additional space and the parties wish to amend the Lease
to specify the New Premises and new terms and conditions. Accordingly, the
parties agree to amend the Lease as follows:

               1.   NEW PREMISES:
          Suite 101 consisting of approximately 1,536 usable square feet shall
          be added to the Premises for a total New Premises of approximately
          21,566 square feet.

               2.   EFFECTIVE DATE:
          October 1, 2003.

               3.   EARLY POSSESSION OF SUITE 101:
          Upon fill execution of this First Amendment.

               4.   NEW MONTHLY BASE RENT:
          $23,722.60.

               5.   ADDITIONAL BASE RENT AND SECURITY DEPOSIT TO BE PAID UPON
          EXECUTION:
          (a) Base Rent: $1,689.60 for the period October, 2003 for a total Base
          Rent paid of
--               $23,722.60.
          (b) Security Deposit: $1,689.60 for a total Security Deposit paid of
          $23,722.60.

               6.   PARKING:
                    142  unreserved  spaces.

               7.   LESSEE'S  SHARE  OF  OPERATING  EXPENSE  INCREASE:
                    Fifty-three  and  87/100  percent  (53.87%).

               8.   TENANT  IMPROVEMENTS:
                    Lessee shall accept Suite 101 in its "as-is" condition
                    except Lessor, at its cost, and within thirty (30) days of
                    fill execution of this First Amendment, shall complete the
                    following improvements:

                    -    Add a single entry door with lockset from the lobby
                         area into Suite 101.
                    -    Paint the suite.


<PAGE>
                    -    Add signage in the lobby area in a configuration and
                         location agreeable to Lessee and Lessor: "ECHO Shipping
                         and Receiving Headquarters on 2t~~I floor".
                    -    At Lessor's option, add a door from Suite 101 into the
                         telephone area containing the UPS system.

               9.   UTILITIES  AND  SERVICES:
                    Lessee shall pay, at Lessor's option, either Lessee's share
                    or a reasonable proportion to be determined by Lessor of all
                    charges for jointly metered utilities and for services to
                    Suite 101.

               10.  FORCE  AND  EFFECT:
                    To the extent that any terms or provisions of this Amendment
                    are inconsistent with any terms or provisions of the Lease,
                    the terms and provisions of this Amendment shall prevail and
                    control for all purposes.


<PAGE>