gstacquisitionagreement



                                Exhibit # 10.06b

                           Acquisition Agreement - GST


                            TELEPHONE AND TELEVISION
                           LEASE AND ACCESS AGREEMENT


        Description of Property: Promontory Point Apartments consisting of 400
        apartment units, at the corner of Deerwood Road and Deerwood Place in
        San Ramon, in the County of Contra Costa, State of California.

        This Telephone and Television Lease and Access Agreement ("Agreement"),
is entered into as of this 1st day of November 1996 ("Effective Date"), by and
between Crow Canyon Developers, Ltd., a California limited partnership,
hereinafter called "Lessor," and GRI Telecommunications, Inc., a California
corporation, hereinafter called "Lessee."

                                    RECITALS

This Agreement is made with respect to the following facts and circumstances:

        A.      Lessor is the owner and developer of a certain multi-family residential
apartment complex located in San Ramon, California commonly known as Promontory
Point Apartments consisting of 400 apartment units and more particularly
described on Exhibit "A" attached hereto. Such project is herein sometimes
referred to as the "Project."

        B.      The Lessor has developed the Project in conjunction with a related
and adjacent project consisting of 306 apartment units commonly known as Promontory-
View Apartments (the "Related Project").

        C.      Lessee is engaged in the business of installing and operating private
telephone systems and private television systems within apartment complexes
similar to the Project.

        D.      Lessor and Crow Canyon Communications, a California general partnership
("Communications"), entered into that certain Telephone And Television Room
Lease And Access Agreement dated August 8, 1992 ("Prior Agreement") pursuant to
which Communications installed portions of the telephone and television systems
employed at the Project. Communications (or Lessee as its successor-in-interest)
has operated the telephone and television systems at the Project pursuant to the
provisions of the Prior Agreement. In connection with the entry of Lessor and
Lessee into this Agreement, the Prior Agreement is being terminated. The
television system installed at the Project, including both that portion of the
system installed by Lessee (or its predecessor-in-interest) hereunder and that
portion of the system installed by Lessor is herein sometimes referred to as the
"Television System". The telephone system installed at the Project, including 'a
both that portion installed by Lessee and that portion installed by Lessor is
sometimes referred to as the "Telephone System".

        E.      In connection with the operation of the Television System and Telephone
System at the Project, Lessor desires to lease a certain portion of the Project
to Lessee and to grant Lessee certain other rights as set forth in this
Agreement and Lessee desires to lease the identified portion of the Project,
accept the other rights with respect to the Project as described herein and
otherwise perform the obligations of Lessee as set forth in this Agreement.

         In consideration  of the mutual promises  contained below and for other
good and valuable consideration, it is hereby agreed as follows:

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                                    Article I
                             Premises; Utility Areas

1.1     Premise. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
the portion of the Project which is commonly known as the "Telephone and
Television Equipment Room" which is described on Exhibit "B" attached hereto and
incorporated herein by this reference. Such area is sometimes referred to herein
as the "Premises." The Premises is to be used for the purpose of installing,
operating, servicing and repairing the private telephone and television
utilities and equipment described on Exhibits "C" and "C-1" (referred to
collectively as the "Telephone and Television Equipment"). The equipment as
described on Exhibit "C" relating to the Television System shall sometimes be
referred to as the "Television Equipment" and the equipment described on Exhibit
"C-1" relating to the Telephone System shall sometimes be referred to as the
"Telephone Equipment".

        In addition to the Telephone and Television Equipment installed in the
Premises, the Premises is to be used for the purpose of installing, operating,
servicing and repairing the private telephone and television utilities and
equipment as described on Exhibit C-2 (referred to collectively as the "Related
Project Telephone and Television Equipment") which equipment is being and will
be employed in connection with the Related Project.

1.2     Utility Areas. In addition to the lease of the Premises, Lessor hereby
grants to Lessee nonexclusive access to the areas marked on Exhibit "D" (the
"Utility Areas") for the placement and repair of wires, cable and accessories
necessary to provide the telephone and television services as described in this
Agreement. Lessee shall have the right of free access to the Utility Areas to
inspect, maintain, install, replace and repair the wire, cable and other
accessories associated with the Telephone System and the Television System and
to the remainder of the Project for the purpose of repair and maintenance of the
wiring, cable and accessories relating to the Telephone System and the
Television System, and for the purpose of repairing and maintaining such
systems, and for the purpose of collecting receipts for its services and
otherwise dealing with tenants within the Project. The access of Lessee to the
apartment units in the Projects hall be restricted to normal business hours
after reasonable notice (except by appointment for after business hours) and
such other restrictions as are from time to time reasonably imposed by the
Lessor or its designated agents.

1.3     Related Project. It is acknowledged that a portion of the equipment located
within the Premises relates to telephone services and television services which
are being provided or will be provided in connection with the Related Project
currently owned by Lessor consisting of a 306 unit apartment project ("Related
Project"). Lessee, and its successors-in-interest, shall be entitled to install
and maintain such equipment in the Premises and further entitled to service,
repair and otherwise deal with such equipment within the Premises for and on
behalf of the systems maintained in connection with the Related Project. Lessee
shall in addition have free access to the Utility Areas to inspect, maintain,
install, replace and repair the wire, cable and other accessories associated
with the television system and telephone system maintained in connection with
the Related Project and shall further have access to the remainder of the
Project for the purpose of repair and maintenance of the wiring, cable and
accessories relating to such systems in connection with the Related Project.

                                    Article 2
                                      Term

2.1     Term. The term of this Agreement shall commence as of the Effective Date
and shall expire on December 31, 2005 and shall not be earlier terminated or
cancelled except as hereinafter provided.

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                                    Article 3
                                Exclusive Control

3.1     Exclusive Right. Lessee shall have the sole and exclusive control and
possession of the Premises and the exclusive right to provide telephone and
television service to all residents within the boundaries of the Project. Lessor
shall not install or use, nor permit any tenant or other person, firm or
corporation to install or use any equipment similar to or intended for the same
use as the Telephone and Television Equipment (whether coin operated or not) in
the Premises or elsewhere on the Project. During the term of the Agreement,
Lessee shall have the exclusive right to install equipment for telephone and
television purposes on or about the Project. Notwithstanding any provisions to
the contrary contained in this Agreement, including without limitation the
provisions set forth in this paragraph 3.1, Lessor shall be entitled to make
available to Tenants of the Project alternate telephone and television services
to the extent required by applicable law. It is acknowledged that applicable law
currently requires that alternate telephone services be made available to
tenants of the Project.

3.2     Condition of Premises. Lessee hereby accepts the Premises in the condition
existing as of the Effective Date subject to all applicable zoning, municipal,
county and state laws, ordinances or regulations governing the use of the
Premises.

                                    Article 4
                                      Rent

4.1     Rent. Lessee shall pay to Lessor as tent for the Premises and as
consideration for the other rights as granted to Lessee hereunder monthly
payments as scheduled on Exhibit "E" of a percentage of the gross receipts of
Lessee from time to time in connection with both the Television System and the
Telephone System which percentages vary in accordance with the number of
apartment units within the Project using the Television System and/or Telephone
System. Monthly payments shall be paid in arrears and are due ten (10) days
following the closing of each monthly billing cycle which closing occurs at the
end of each calendar month. Lessee shall pay to Lessor a late charge of one and
one-half percent (1.5%) of the amount due for any monthly payment not received
within five (5) business days of the due date. Lessee shall provide to Lessor,
along with the monthly rental payment, a report showing the number of
subscribers and gross monthly receipts for both the Telephone System and
Television System.

4.2     Audit. Lessor shall have the right to audit Lessee's gross receipts no
more frequently than twice in any twelve (12) month period in order to verify the
amount of gross receipts. Lessee shall cooperate with Lessor in connection with
any audit of its receipts and shall make available to Lessor such information
and records as are reasonably requested by Lessor. If any audit shows that there
is a deficiency in the payment of rent, the deficiency shall become due and
payable fifteen (15) days following written demand from Lessor, accompanied by a
statement showing the amount due. The costs of any audit shall be paid by Lessor
unless the audit discloses that Lessee shall have understated its gross receipts
by three percent (3%) or more, in which case Lessee shall pay all Lessor's costs
of the audit. Further, notwithstanding the above provisions of this Paragraph
4.2 to the contrary, in the event any audit discloses that Lessee shall have
understated its gross receipts by three percent (3 %) or more, Lessor shall be
entitled to audit Lessee's gross receipts as often as four (4) times in the
ensuing twelve (12) month period. If any two (2) audits during any twelve (12)
month period disclose that Lessee has understated its receipts by three percent
(3 %) or more, Lessor may terminate this Agreement and Lessee shall remain
liable for the deficiency and cost of audit as herein provided. The acceptance
by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on
any statement furnished by Lessee, shall not be an admission of the accuracy of
such statement or the sufficiency of the amount paid by Lessee.

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4.3     Receipts. The term "gross receipts" as used herein shall refer to the gross
amount as received from time to time by Lessee in connection with or relating in
any fashion to the operation of the Telephone System and Television System at
the Project. Such receipts shall include but not be limited to: (i) all monthly
fees as paid by tenants of the Project in connection with the Telephone System
and the Television System; (ii) all "hook-up" charges or other like charges paid
by the tenants of the Project; (iii) all late charges or penalties of any kind
as paid by the tenants of the Project; and (iv) any and all other receipts or
charges of any kind whatsoever received by Lessee relating to or arising out of
the Telephone System and/or Television System at the Property. In the event that
Lessee is no longer providing services in connection with either the Telephone
System or Television System pursuant to this Agreement, then "gross receipts"
thereafter shall refer only to the system for which Lessee continues to provide
services.

4.4     Taxes. Lessee shall have the right to deduct from the gross receipts all
taxes (except income or other like taxes upon Lessee's net income or profit) and
fees imposed on the Telephone System or Television System and on the revenue
generated by the Telephone System or Television System at the Project.


                                    Article 5
                                      Taxes

5.1     Real Property Taxes. Lessor shall pay any and all real property taxes
associated with the Premises or otherwise associated with the Project. Lessee
shall have no responsibility for any such taxes.

5.2     Personal Property. Lessee shall pay before delinquency all taxes,
assessments, license fees and public charges levied, assessed or imposed on its
business operation as well as upon all trade fixtures, leasehold improvements
and other personal property in or about the Premises and the Project. Lessee
shall comply with the provisions -of any law, ordinance or rule of taxing
authorities which requires Lessee to file a report of Lessee's property located
at the Project.

                                    Article 6
                                       Use

6.1     Purpose. Lessee shall use the Premises and shall employ its access to the
Project solely in connection with the purposes contemplated by this Agreement
and for no other purpose. During the term hereof, Lessee shall keep the Premises
clean and free of any objectionable noises, odors or nuisances, and Lessee shall
at all times comply with any and all health and police regulations applicable to
the Premises. Lessee shall not install any exterior lighting or make any
exterior painting or install any exterior radio or television antennae,
loudspeakers or similar devices on the exterior of the Premises or elsewhere in
the Project, or make any changes on the exterior of the Premises without
Lessor's prior written consent. It is acknowledged that as of the Effective Date
Lessee maintains certain satellite dishes located at the Project and that Lessor
has consented to the location and maintenance of such dishes.

6.2     Restrictions. Lessee shall not do or permit anything to be done in or about
the Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Project, or injure or annoy them or use or
allow the Premises to be used for any unlawful or objectionable purpose, nor
shall Lessee cause, maintain or permit any nuisance in, on or about the Premises
or the Project. Lessee shall not commit or suffer to be committed any waste in
or upon the Premises or the Project. Lessee shall not use the Premises or permit
anything to be done in or about the Premises or Project that will in any way
violate any law, statute, ordinance or governmental rule or regulation or
requirement of duly constituted public authorities now in force or which may
hereafter be enacted. Lessee agrees that it shall comply with

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all fire and security regulations that may be issued from time to time by
governmental authorities and shall provide Lessor with a name of a designated
responsible employee to represent Lessee in all matters pertaining to such fire
or security regulations. Lessee shall at its sole cost and expense determine
from time to time, whether it is in compliance with the foregoing, shall obtain
all necessary governmental approvals and permits, and shall promptly comply with
all laws, statutes, ordinances and governmental rules, regulations and
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the Premises, excluding structural changes not relating to or affecting the
condition, use or occupancy of the Premises.

6.3     Hazardous Material. Lessee shall not cause or permit any hazardous material
to be brought upon, kept or used on or about the Premises or Project. If Lessee
breaches its obligations as stated in the preceding sentence and such breach
results in contamination of the Premises or Project or any portion of the
Project by hazardous material, then Lessee shall indemnify, defend and hold
Lessor harmless from all claims, judgments, damages, penalties, liabilities or
losses of any kind whatsoever (including without limitation attorneys' fees)
which arise during or after the term of this Agreement as the result of or in
connection with such contamination. The obligations of Lessee hereunder shall
survive the termination of this Agreement. As used herein, the term "hazardous
material" means ally hazardous or toxic substance, material or waste which is or
becomes regulated or defined as "hazardous" or "toxic" by any local governmental
authority, the State of California or the United States Government.

                                    Article 7
                                    Utilities

7.1     Availability. Lessor agrees that it will cause to be made available to
Lessee in connection with the Premises the distribution of utilities including
electricity, air conditioning, venting and ventilation substantially as such
utilities exist with respect to the Premises as of the Effective Date. The cost
of any and all utilities as provided to the Premises shall be borne by Lessor,
provided that to the extent that electricity provided to the Premises is
separately metered; the cost of the electricity shall be borne by Lessee.

7.2     Trash. Lessee shall store all trash and garbage within the areas as
established by Lessor for such purposes within the Project. Lessee shall not
allow refuse, garbage or trash to accumulate outside the Premises.

7.3     Limited Liability. Lessor shall not be liable to Lessee or any other person
for, and neither shall Lessee nor any other person be entitled to any abatement
or reduction of rent or damages, direct or indirect, because of any reduction or
suspension in the utility services if required by any governmental authority, or
Lessor's failure or inability to furnish any service or facility, Lessor has
agreed to supply, when such failure is caused by accident, breakage, repairs,
alterations or improvements, strikes, acts of God, governmental preemption or
any other cause similar or dissimilar beyond the reasonable control of Lessor.
Lessor shall not be liable under any circumstances for any loss of or any injury
to person, property or business, however occurring, through or in connection
with or incidental to any failure described above to furnish any service or
facility, nor shall any such failure be construed as eviction of Lessee in whole
or in part.

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                                    Article 8
                                     Repairs

8.1     Repair by Lessee. Lessee will at its cost provide janitorial and
housekeeping services, maintenance and repair for the Premises, and will perform
all future improvements at its sole cost. Notwithstanding the sentence
immediately above, the obligation of Lessee to repair and maintain the Premises
shall be limited to maintenance and repair of the interior of the Premises and
shall not include the roof, exterior walls or structural aspects of the Premises
except in the event that any such damage is caused by or results from the
negligence of Lessee or its agents or employees, in which event Lessee shall be
obligated to make such repairs. In addition, Lessee shall have no obligation to
replace the Premises (exclusive of the Telephone and Television Equipment) in
the event of partial or complete destruction of the Premises.

        In addition to the above, Lessee shall at its cost maintain and repair
any and all HVAC equipment servicing the Premises, provided that such equipment
serves only the Premises and not other portions of the Project. To the extent of
any warranty on HVAC equipment serving only the Premises, Lessor shall cooperate
with Lessee to enforce the warranty obligations of the manufacturer and/or
installer.

8.2     Repair by Lessor. Subject to reasonable wear and tear and Lessee's duties
to repair the Premises as set forth in this Article, Lessor shall maintain and
repair the exterior walls, roof and the exterior portions of the Premises.
Lessor shall in addition be responsible for the repair of any and all HVAC
equipment relating to the Premises except as otherwise provided in Paragraph 8.1
and except in connection with any matters caused or resulting from the
negligence of Lessee or its employees or agents, in which event Lessee shall be
obligated to make such repairs.

8.3     Removal Upon Termination. Upon expiration or early termination of this
Agreement, Lessee shall have the right to remove the Telephone and/or Television
Equipment and fixtures as shall have been installed, furnished and supplied by
Lessee in said leased Premises subject to the provisions of Paragraph 13.4
below, it being expressly understood and acknowledged by Lessor that title to
and the ownership of all such equipment and fixtures shall at all times be and
remain in and with Lessee, whether the same or any parts thereof be affixed to
the realty or otherwise. Lessee shall repair any damage caused by the removal of
its equipment -and fixtures, including replacement of landscaping removed or
damaged by Lessee. Under no circumstances shall Lessee remove wire in the walls,
jacks in buildings or any underground wire or cable. In addition, under no
circumstances shall Lessee remove, by reason of termination of this Agreement,
any of the Related Project Telephone and Television Equipment or any of the
telephone lines or cabling employed in connection with the Related Project
Telephone and Television Equipment including, without limitation, the
approximately 600 pairs of telephone lines and one television cable running
through the Premises for the benefit of the Related Project.

8.4     Liens. Lessee shall keep the Project and Premises and building in which the
Premises is located free from any liens arising out of work performed, materials
furnished or obligations incurred by Lessee, and shall protect, indemnify, hold
harmless and defend Lessor from any liens or encumbrances arising out of any
work performed by Lessee or at its direction.

                                    Article 9
                                Duties of Lessee

9.1     Installation. It is acknowledged- that Lessee (or its predecessor-in-interest),
pursuant to the Prior Agreement, has installed the Television Equipment and Telephone
Equipment described on Exhibits C and C-1 respectively together with wire and accessories
necessary to provide Telephone and Television services

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for the Project. It is acknowledged that Lessor has installed certain wiring and
cable at the Project in connection with the Telephone System and the Television
System.

9.2     Maintenance. Lessee shall service and maintain in good working order all
Telephone and Television Equipment and all wiring, cable and accessories,
whether installed by Lessor or Lessee, constituting a portion of the Telephone
System and/or Television System at its sole cost and expense. Lessor shall have
no obligation of any kind whatsoever for maintenance and repair of any such
equipment or any portions of either the Telephone System or the Television
System. III no event shall Lessor have any responsibility for any of the costs
of such repair and maintenance. In the event of damage to any of the Telephone
and Television Equipment or any of the wiring, cable or accessories employed in
connection with the Telephone System or Television System arising by reason of a
casualty or damage or destruction, Lessee shall be obligated at its sole cost to
replace and/or repair such damaged equipment, wiring, cable or accessories;
provided, 'only that any such damage resulting from the negligence of Lessor or
its employees or agents shall be the responsibility of Lessor. Lessee shall be
entitled to employ and shall employ any and all proceeds payable in connection
with insurance maintained pursuant to this Agreement available in connection
with the damage or destruction of any of the Telephone and Television Equipment
or any of the wiring, cabling of accessories as described above to offset the
cost of repair and/or replacement of such equipment and/or accessories.

9.3     Tenant Installation. Lessee shall service and actively market both the
Television System and the Telephone System to all tenants within the Project.
Lessee shall provide at its sole cost, all installation services required as to
each tenant within the Project and all accessories as required in connection
with the "hook-up" of each of the tenants within the Project. Lessee at its sole
cost shall respond to any and all reasonable inquiries or requirements of the
tenants within the Project relating to the Telephone System or Television System
and shall respond within twenty-four (24) hours of notification to all service
calls, excluding Sundays and national holidays, in which case response shall be
made on the immediately succeeding business day.

9.4     Charges. Lessee at its sole cost shall be responsible for billing all
tenants within the Project for Telephone and Television services provided and
for collecting all monies due in connection with such services. Lessor shall
have no responsibility of any kind whatsoever for the obligations of any tenant
in connection with either the Telephone System or the Television System.

9.5     Insurance. Lessee shall maintain at its cost liability insurance covering
injury to persons and damage to property (including without limitation damage to
the Telephone and Television Equipment) arising out of its operation on the
Project. Lessor shall be named as an additional insured in connection with all
such insurance. A listing of minimum insurance requirements is contained in
Exhibit "F" and incorporated herein by this reference.

9.6     House Phones. At no cost to Lessor, Lessee shall install and "hook-up" as
an accommodation to Lessor service for a maximum of eight (8) "house" telephones
and for a maximum of two (2) common area television outlets. Such telephone and
television services shall be located in common are - as within the Project and
in areas employed by Lessor and/or its property manager in connection with
management of the Project. The specific locations in which such services are to
be installed shall be as designated by Lessor. In connection with any such
services, Lessor shall not be obligated to pay the basic monthly fees in
connection with either the telephone or television service so installed. Lessor
shall be obligated to pay for any extraordinary television service as used by
Lessor and shall further be obligated to pay the standard usage cost for the
telephone services employed by Lessor.

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9.7     Best Efforts. Lessee shall use its best efforts in performing the
obligations of Lessee under this Agreement, as modified or amended from time to
time. Without limiting the generality of the foregoing, Lessee shall use its
best efforts to promptly discharge the service obligations specified in
Paragraph 9.3 above of this Agreement.

9.8     Monthly Report. On or before the tenth day of each calendar month, Lessee
shall submit a written report to Lessor summarizing such information as may be
reasonably requested by Lessor for the prior month. The monthly report to be
submitted by Lessee shall include, but not by way of limitation, a summary of
any problem areas then existing in connection with the Telephone
System/Television System as well as a summary of the solutions achieved for the
problem areas summarized in connection with the previous months. In the event
that Lessor requires information other than that then customarily provided in
connection with such monthly report by Lessee, Lessor shall give written notice
of a request for additional information to Lessee on or before the last day of
the calendar month for which the information is being requested by Lessor.

9.9     Bi-Annual Reports. In February of each year, Lessee shall deliver a
questionnaire to fifty percent (50%) of the residents of the Project and in
August of each year, Lessee shall deliver a questionnaire to the remaining
fifty- percent (50%) of the residents of the Project. Lessee shall obtain
Lessor's approval regarding the form of the questionnaire prior to distribution
of the questionnaire to the residents. Based upon the responses to such
questionnaires received by Lessee, on or before the tenth day of April and of
October of each year, Lessee shall submit a report to Lessor in connection with
the Project for the six (6) month period prior to the date of such report
setting forth such information as may be reasonably requested by Lessor from
time to time including without limitation the results of the questionnaires
returned by residents and a rate comparison between Lessee's rates and the rates
of AT&T and PacBell (or their respective successors) for two local locations,
two long distance locations and two international locations chosen at random by
Lessor. Lessor shall give written notice to Lessee of any information reasonably
required by Lessor in connection with the above-described BI-annual reports
which notice shall be given by Lessor to Lessee, if at all, on or before March
15 or September 15 of each year.

                                   Article 10
                                 Entry by Lessor

10.1    Access. Lessee hereby grants Lessor such licenses and access in and over
the Premises or any portion thereof or the Utility Areas as shall be reasonably
required for the installation or maintenance of mains, conduits, pipes or other
facilities to serve the Project or any part thereof, provided that Lessor shall
pay for any alteration required of the Premises as the result of any such use of
the Premises. Lessee further covenants and agrees that Lessor may go upon the
Premises to make any necessary repairs to the Premises or perform any work upon
the Premises which may be necessary to comply with any laws, rules or
regulations of any public authority, or which Lessor may deem necessary to
prevent waste or deterioration in connection with the Premises. Except in the
case of emergency repairs, Lessor shall give Lessee twenty-four (24) hours prior
written notice of any intended entry by Lessor into the Premises for purposes of
repairs or performance of any work.

                                   Article 11
                              Voluntary Termination

11.1    Notice of Termination. Within sixty (60) days following the commencement
of each six (6) month period during the term of this Agreement commencing as to
both the Telephone System and the Television System with the six month period
commencing as of the Effective Date, Lessee shall have the options to

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terminate by giving written notice within such sixty (60) days to Lessor as
more' particularly provided below in this Paragraph 11.1. Notice to terminate
must be given by Lessee, if at all, within the applicable sixty (60) day period.
The computation of the above described time period shall be made separately for
the Telephone System and separately for the Television System.

                (a) Subject to the sixty day time periods as described immediately
above in this Paragraph, in the event that Lessee fails to maintain an average
telephone subscription level during the two (2) immediately preceding calendar
months of an at least eighty percent (80%) penetration of the apartment units in
the Project, then Lessee shall be entitled to give Lessor written notice of its
intent to terminate its obligations pursuant to this Agreement to provide the
Telephone System for the Project. The effective date of the termination shall be
as provided in the notice but no earlier than one hundred eighty (180) days
after the date of receipt by Lessor of such written notice.

                (b) Subject to the time periods as described immediately above in
this Paragraph, in the event that Lessee fails to maintain an average television
subscription level during the two (2) immediately preceding calendar months of
an at least sixty percent (60%) penetration of the apartment units in the
Project, then Lessee shall be entitled to give Lessor written notice of its
intent to terminate its obligations pursuant to this Agreement to provide the
Television System for the Project. The effective date of the termination shall
be as provided in the notice but no earlier than one hundred eighty (180) days
after the date of receipt by Lessor of such written notice.

11.2    Removal of Equipment. In the event that Lessee terminates either of its
services with respect to the Telephone System or its services with respect to
the Television System in accordance with Paragraph 11.1 immediately above,
Lessee shall have thirty (30) -days to remove its equipment associated with the
terminated service, beginning with the effective date of the termination;
provided, however, that any equipment not so removed thirty (30) days after the
date of termination for the terminated service shall be deemed to be abandoned.
Lessee will repair any damages to the Premises caused by removal of its
equipment.

11.3    Lessee Cooperation. In the event that Lessee terminates its obligations
with respect to either the Television System or Telephone System in accordance
with Paragraph 11.1 immediately above, Lessee shall upon the request of Lessor,
during the ninety (90) days prior to the effective date of termination,
negotiate in good faith with Lessor for the sale to Lessor or its designees of
the Telephone Equipment and/or Television Equipment as the case may be, relating
to the terminated service, which sale shall be made on a cash basis for a price
equal to the fair market value of the equipment being sold. Should Lessor and
Lessee be unable to agree upon a fair market value for the equipment, then
Lessee shall be entitled to remove such equipment in accordance with the
provisions of Paragraph 11.2 immediately above. In the event of any such removal
of equipment, Lessee shall cooperate with Lessor in connection with Lessor's
efforts to obtain a third-party provider to furnish the services being
terminated by Lessee. Such cooperation shall include but not be limited to
making space available prior to the effective date of termination to the
third-party provider within the Premises so that the third-party provider can
install equipment as required to provide the services effective as of the date
of termination.

11.4    Non-Terminated Service. Pursuant to Paragraph 11.1 above, Lessee may
terminate one without the other of the services provided under this Agreement.
For example, if Lessee notifies Lessor of its intent to terminate the Television
System but not the Telephone System, then this Agreement shall remain in effect
only with respect to the Telephone System being provided by Lessee. Lessor and
Lessee also agree to execute an amendment to this Agreement that will provide a
new description of the Premises as shown on Exhibit "B" and the equipment
provided on Exhibits "C" and "C-1.

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11.5    Lease Termination. In the event that Lessee elects to terminate its
obligations with respect to either the Telephone System or the Television System
as provided in subparagraph 11.1(a) and subparagraph 11. 1(b), respectively,
then in such event, Lessor shall be entitled to terminate this Agreement in its
entirety by giving written notice of such termination to Lessee within ninety
(90) days following receipt by Lessor of written notice of termination from
Lessee. Any such termination shall be effective thirty (30) days after the date
of receipt by Lessee of such written notice.

11.6    Additional Termination Right. Notwithstanding any provision to the contrary
contained in this Agreement, upon the sale or exchange of the Project, Lessor
(or its successor in interest as more particularly described below) shall be
entitled to terminate this Agreement provided that the close of any such sale or
exchange occurs on or after January 1, 2003 by giving written notice
("Termination Notice") to Lessee. The effective date of any such termination
shall be the date set forth in the Termination Notice provided, however, that in
no event shall such date be less than sixty (60) days following the date on
which the Termination Notice is given. In the event of any such termination,
provided that Lessee is not otherwise in default pursuant to this Agreement,
prior to the effective date of such termination Lessor shall pay to Lessee in
cash a termination fee in the amount of $10,000.00. Pursuant to provisions of
this Paragraph 11.6, Lessor shall be entitled to terminate this Agreement with
respect to either the Telephone System or the Television System or both. In the
event of the termination of this Agreement only with respect to one (but not
both) of the Telephone System or the Television System then this Agreement shall
continue with respect to that system not terminated and following the effective
date of the termination the rent payable by Lessee as provided in Paragraph 4.1
shall be based upon the percentage of gross receipts as set forth on Exhibit E
in connection with the system not then terminated. In the event of the
termination of either the Telephone System or the Television System as described
in this Paragraph 11.6, but not both, the above described fee in the amount of
Ten Thousand Dollars ($10,000) shall be reduced as applicable such that the fee
payable in connection with the termination of the Telephone System shall be
Seven Thousand Five Hundred Dollars ($7,500) and the fee payable in connection
with the Television System shall be Two Thousand Five Hundred Dollars ($2,500).
In the event of any termination by Lessor of the Telephone System or the
Television System or both as provided in this Paragraph 11.6, the provisions of
Paragraphs 11.2 and 11.3 shall be applicable with respect to the equipment of
the terminated system and Lessee shall have thirty (30) days following the
effective date of termination to remove the applicable equipment as provided in
Paragraph 11.2 subject however to the provisions of Paragraph 11.3 pursuant to
which provisions Lessor and Lessee, during the sixty (60) day period prior to
the effective date of termination, shall negotiate in good faith with respect to
the purchase and sale of the Telephone Equipment and/or Television Equipment
relating to the terminated service(s). - The right to terminate as set forth in
this Paragraph 11.6, shall inure to the benefit of Lessor and shall, in
addition, inure to the benefit of successors in interest to Lessor pursuant to
this Agreement who hereafter purchase the Project from Lessor (or a successor in
interest to Lessor) provided that following such purchase this Agreement remains
in force and effect (and is therefore not terminated pursuant to the provisions
of the Paragraph 11.6).

                                   Article 12
                                     Default

12.1    Defaults by Lessee. The occurrence of any one or more of the following
events shall constitute a material default and breach of this Agreement by
Lessee:

        (a) The vacating or abandonment of the Premises by Lessee; or



                                       10



        (b) The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof from
Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to Pay
Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to
Pay Rent or Quit shall not constitute the notice required by this subparagraph;
or

        (c) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Agreement to be observed or performed by
Lessee, other than as described in paragraph (b) above, where such failure
continues for a period of thirty (30) days after written notice thereof from
Lessor to Lessee; provided, however, that if the nature of Lessee's default is
such that more than thirty (30) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion; or

        (d) The occurrence of any two (2) audits during any twelve (12) month
period disclosing that Lessee has understated its receipts by three percent (3
%) or more as described in Paragraph 4.2 above; or

        (e) Failure of Lessee to maintain the Television System or Telephone System
in good condition and repair comparable with similar services, where such
failure continues for a period of fifteen (15) days after written notice thereof
from Lessor to Lessee; or

        (f) Failure of Lessee to provide telephone service or television service
to residents of the Project comparable with similar services, or to make service
calls upon request in a prompt fashion as provided herein, where Such failure
continues for a period of five (5) days after written notice thereof from Lessor
to Lessee (provided that Lessee shall not be entitled to such five (5) day
"cure" period upon the second (2nd) to occur of any such failure within any
thirty (30) day period), except for any failure which results from the failure
of a tenant to timely pay its bills for telephone or television services
rendered, destruction of equipment without fault of Lessee (provided, however,
that such destroyed equipment is to be promptly replaced and repaired by Lessee
at its cost), or other commercially acceptable cause reasonably beyond the
control of Lessee; or

        (g) Failure of Lessee to provide telephone or television services at rates
equal to or less than those charged by the applicable public utility or local
cable franchise, as the case may be, where such failure continues for a period
of thirty (30) days after written notice thereof from Lessor to Lessee; or

        (h) The filing, of a voluntary petition of bankruptcy by Lessee or the
filing of an involuntary petition by Lessee's creditors, with such petition
remaining undischarged for a period of sixty (60) days; or

        (i) A general assignment by Lessee for the benefit of creditors; or

        (j) An appointment of a receiver to take possession of substantially all of
Lessee's assets or of the Premises, with such receivership remaining undissolved
for a period of sixty (60) days; or

        (k) The attachment, execution or other judicial seizure of substantially
all of Lessee's assets or the Premises, with such attachment, execution or
seizure remaining undismissed for period of sixty (60) days.

                                       11


12.2    Defaults by Lessor. The occurrence of any one or more of the following
events shall constitute a material default and breach of this Agreement by
Lessor:

        Failure to perform any of the material obligations required of Lessor
to be performed, provided that such failure continues for a period of thirty
(30) days after written notice thereof from Lessee to Lessor, which notice shall
specify the specific nature of the failure, and further provided, however, that
if the nature of Lessor's default is such that more than thirty (30) days is
required to cure such default, then Lessor shall not be in default if Lessor
commences to cure such default within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.

12.3    Remedies upon Default by Lessee. In the event of default by Lessee, the
following shall be applicable:

        (a) In addition to any and all other rights and remedies available to
Lessor at law or in equity, Lessor shall have the right to immediately terminate
this Agreement and all access rights and other rights of the Lessee hereunder by
giving written notice to Lessee of such election by Lessor. If Lessor shall
elect to terminate this Agreement, then it may recover the amounts from Lessee
as are provided by applicable California law.

        (b) In the event of a default by Lessee, Lessor shall also have the
right, with or without terminating this Agreement, to re-enter the Premises. If
Lessor does not elect to terminate this Agreement, Lessor may either recover all
rent as it becomes due or re-let the Premises, together with all access rights,
upon such provisions as Lessor in its sole judgment may deem advisable, and
Lessor shall have the right to make repairs to and alterations to the Premises.
If Lessor elects to re-let the Premises, then all rentals received by Lessor
from such a re-letting shall be applied to the payment of all costs and expenses
incurred by Lessor in connection with such re-letting and to the payment of rent
due and paid hereunder.

        (c) Nothing contained in this Paragraph 13.3 shall constitute a waiver
of Lessor's rights to recover damages by reason of Lessor's efforts to mitigate
damages caused by Lessee's default.

12.4    Removal of Equipment. In the event of a termination of this Agreement by
Lessor resulting from the default of Lessee, Lessee, at its cost, shall have
thirty (30) days from the date of termination in which to remove the Telephone
Equipment and the Television Equipment; provided, however, that in no event
shall Lessee remove any wiring, cabling or accessories installed in the Project.
Notwithstanding the above, at the election of Lessor and without waiving
Lessor's election to terminate this Agreement, Lessor shall be entitled to
require Lessee to give Lessor fifteen (15) days prior written notice of its
intent to remove the Television Equipment and/or the Telephone Equipment. During
such fifteen (15) day term, Lessee shall cooperate with such third-party
providers as may be selected by Lessor so as to allow such third-party providers
to provide to the Project substitute telephone service and/or substitute
television service. Such cooperation shall include but not be limited to
cooperation in connection with the placement by third-party providers of new
equipment within the Premises. In addition, to the extent that Lessor elects to
do so, Lessee shall negotiate in good faith following any notice of termination
given by Lessor, in order to arrive at an agreement for purchase at fair market
value on a cash basis by Lessor of the Telephone Equipment and/or the Television
Equipment. Failing any such agreement for purchase of the Equipment, Lessee
shall continue to be entitled to remove such equipment in accordance with the
provisions hereof from the Premises.

                                       12


                                   Article 13
                              Damage or Destruction

13.1    Destruction of Premises Due to Risk Covered by Insurance. If during the
term of this Agreement the Premises are totally or partially destroyed from a
risk covered by insurance in effect at the time, and there are sufficient
insurance proceeds to pay in full for the cost of restoration, Lessor shall
restore the Premises to substantially the same condition as that which existed
immediately prior to destruction, provided that Lessor's obligation shall be
limited to the Premises and shall not include either the Television Equipment or
the Telephone Equipment. Lessee, at its cost, shall be required to restore the
Telephone Equipment and the Television Equipment. Any such destruction of the
Premises shall not terminate this Agreement. If the existing laws do not permit
the Premises to be restored to substantially the same condition as that which
existed immediately before the destruction, or if in the opinion of Lessor's
architect the restoration cannot be completed within one hundred eighty (180)
days from the date of damage or destruction, Lessor may terminate this Agreement
by giving written notice thereof to Lessee.

13.2    Destruction of Premises Due to Risk Not Covered by Insurance. If during
the term of this Agreement the Premises are totally or partially destroyed from a
risk where the cost of reconstruction is not fully covered by insurance, then
Lessor shall have the election to terminate this Agreement or restore the
Premises in accordance with the provisions of Paragraph 13.1. If Lessor elects
to restore the Premises, this Agreement shall continue in effect and Lessee
shall have the obligation, at its cost, to restore the Television Equipment and
the Telephone Equipment.

13.3    Rent. In the event of any partial destruction of the Premises, the rent as
provided herein shall continue with no abatement, it being acknowledged that the
rent is based upon a percentage of Lessee's gross receipts only.

13.4    Restoration of Service. Provided only that the Project in its entirety has
not been substantially destroyed, Lessee at its cost shall quickly restore both
telephone and television services to the Project. Such restoration of services
shall include a temporary restoration of services during the period in which any
destruction of the Premises is being restored by Lessor.

                                   Article 14
                                  Miscellaneous

14.1    Indemnity. Lessee shall indemnify and hold Lessor harmless from and against
any loss, claim, damage or expense (including attorney's fees) in connection
with Lessee's operations at the Project; provided, however, that Lessee shall
have no obligation to indemnify Lessor with respect to any loss, claim, damage
or expense arising in whole or in part by reason of the negligence of Lessor,
its employees, agents or representatives.

14.2    Lessor Warranties. Except as specifically set forth herein, Lessor makes
no representations or warranties of any kind whatsoever to Lessee in connection
with the subject matter as described in this Agreement. Specifically, but not by
way of limitation, Lessor makes no representations or warranties as to the
suitability of the Project for the purposes as intended by Lessee pursuant to
the provisions of this Agreement and makes no representations or warranties as
to the profitability or other success of the services to be provided by Lessee
hereunder.

14.3    Memorandum of Agreement. Upon the request of either Lessee or Lessor, the
parties agree to execute a memorandum of this Agreement in recordable form and
recorded in the Official Records of


                                       13



Contra Costa County, California. Subject to the provisions of paragraph 11.6,
this Agreement shall survive any sale, assignment or other transfer of the
Project and shall be construed in all respects as a lease and not a license. "In
the event of a sale of the Project by Lessor, Lessor's obligations and
liabilities pursuant to this Agreement shall be limited to those obligations and
all liabilities accrued as of the completion of the sale and following
completion of the sale the purchasing party shall become the successor Lessor
pursuant to this Agreement and the current Lessor shall have no further
obligations or liabilities with respect to this Agreement. Lessor shall use its
best efforts to obtain from any third party lender a nondisturbance agreement
with respect to this Agreement in a form reasonably satisfactory to both Lessor
and Lessee.

14.4    Authority. The person(s) executing this Agreement expressly represent(s)
and warrant(s) that he (they) has (have) full power and authority to do so.

14.5    Assignment. Lessee may not assign this Agreement without the consent of
Lessor, which shall not be unreasonably withheld. Subject to this provision,
this Agreement shall be binding upon the parties hereto and their respective
heirs, successors and assigns, as the case may be. Notwithstanding the above
provisions, Lessee may assign this Agreement to an affiliated entity without the
consent of Lessor. For purposes hereof an "affiliated entity" shall be an entity
in which Lessee holds a majority in interest of the equity ownership as well as
management control.

        Provided that Lessor has given its consent, which consent shall not be
unreasonably withheld, Lessee shall be entitled to separately assign its rights
with respect to this Agreement relating to the Television System and those
rights relating to the Telephone System. By way of example, Lessee shall be
entitled to assign the rights to the Telephone System to a third party and
retain the rights to the Television System. In the event of any such assignment
by Lessee, in connection with the consent to such assignment required of Lessor,
Lessee shall cause to be prepared appropriate documentation to reflect the
separate assignment of the Telephone System and/or Television System which
documentation shall be in a form reasonably acceptable to Lessor and shall
reflect the separate rights and obligations of the respective parties in
connection with the separate operation of the Telephone System and Television
System.

        The consent of Lessee shall not be required in connection with any
assignment by Lessor of this Agreement or any one or more of the rights and
duties of Lessor pursuant to this Agreement. For example, but not by way of
limitation, Lessor may assign all of its rights and duties under this Agreement
with respect to a portion of the Project, while retaining all of its rights and
duties under this Agreement with respect to the balance of the Project.

14.6    Other Agreement. The parties hereby covenant and guarantee that the
entering into and performance of this Agreement will not create a breach or
default in any agreement to which they are a party.

14.7    Attorney's Fees. In the event it becomes necessary for Lessee or Lessor to
enforce the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and expenses.

14.8    Condemnation. In the event of condemnation of the Project or a portion of
the Project, or a sale or a transfer of the Project under threat of eminent
domain, Lessee shall be entitled to recovery from any proceeds available by
reason of such eminent domain or condemnation action an amount reasonably
calculated to reimburse Lessee for the loss of benefits of this Agreement (or
portion of this Agreement) and for the loss of the investment in the Telephone
Equipment or Television Equipment resulting from such condemnation, taking into
account the depreciated value of such equipment.

                                       14

14.9    Severability. The provisions of this Agreement shall be severable, and the
invalidity or unenforceability of any provision shall not affect the remaining
provisions.

14.10   Exhibits. The provisions of the Exhibits attached hereto and the attached
Addendum are hereby incorporated in this Agreement by this reference.

14.11   Notice. All notices, requests or demands to a party hereunder shall be in
writing and shall be given or served upon the other party by personal service,
by certified return receipt requested or registered mail, postage prepaid, or by
Federal Express or other nationally recognized commercial courier, charges
prepaid, addressed as set forth below. Any such notice, demand, request or other
communication shall be deemed to have been given upon the earlier of personal
delivery thereof, three (3) business days after having been mailed as provided
above, or one (1) business day after delivery through a commercial courier, as
the case may be. Notices may be given by facsimile and shall be effective upon
the transmission of such facsimile notice provided that the facsimile notice is
transmitted on a business day and a copy of the facsimile notice together with
evidence of its successful transmission indicating the date and time of
transmission is sent on the day of transmission by recognized overnight carrier
for delivery on the immediately succeeding business day. Each party shall be
entitled to modify its address by notice given in accordance with this Section.

If to Lessor:                             Crow Canyon Developers, Ltd.
                                          c/o Kajima Development Corporation
                                          901 Corporate Center Drive, Suite 201
                                          Monterey Park, California 91754
                                          Attn: Osamu Ebinuma
                                          Fax No.: 213-262-9104

If to Lessee:                             GRI Telecommunications, Inc.
                                          C/o Gentium Realty Investments, Inc.
                                          One Daniel Burnham Court, Suite 205
                                          San Francisco, California 94109
                                          Attn: Bonnie Okamoto
                                          Fax No.: 415-776-4084

14.12   Descriptive Headings. The descriptive headings used and inserted in this
Agreement are for convenience only and shall not be deemed to affect the meaning
or construction of any provision of this Agreement.

14.13   Time. Time is of the essence of this Agreement and each and every
provision hereof.

14.14   California Law. This Agreement shall be governed by and be construed
according to the laws of the State of California.

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

                                       15

14.16   Holding Over Period. If Lessee or anyone claiming under Lessee shall,
without the written consent of Lessor, hold over after the expiration or earlier
termination of the term of this Agreement, such tenancy shall be on
month-to-month tenancy, which tenancy may be terminated as provided by law.
During such tenancy, tenant agrees to pay to Lessor the rent otherwise agreed to
be paid hereunder plus an additional amount equal to one hundred percent (100%)
thereof.

14.17   Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts,
labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor, governmental restrictions, governmental
regulations, governmental controls, enemy or hostile governmental action, civil
commotion, fire or other casualty, and other causes beyond the reasonable
control of the party obligated to perform, shall excuse the performance by such
party for a period equal to any such prevention, delay or stoppage, except the
obligations imposed with regard to rent to be paid by Lessee pursuant to this
Agreement.

14.18   No Partnership. It is agreed nothing contained in this Agreement shall be
deemed or construed as creating a partnership or joint venture between Lessor
and Lessee, or between Lessor and any other party, or cause Lessor to be
responsible in any way for the debt or obligations for Lessee or any other
party.

14.19   Financing. Lessor may, from time to time, obtain financing in connection
with the Project or refinance the Project by means of a mortgage or loan or
loans from one or several mortgage companies; before said loans are approved and
closed, such mortgage company or companies must approve this Agreement, and in
order to receive such approval, this Agreement may have to be amended or
modified. Provided that the term hereof is not altered and Lessee's obligations
to pay rent are not increased thereby, Lessee agrees that it shall consent and
immediately execute any such amendment or modification of this Agreement- that
may be requested by Lessor and said mortgage company or companies. In the event
Lessee so fails to consent to or execute any such amendment or modification,
Lessor, at its option, may cancel and terminate this Agreement on thirty (30)
days written notice to Lessee without further liability to Lessee hereunder.

14.20   Profit Sharing. Given the very substantial investment being made by Lessor
byway of wiring and cable costs and other costs in connection with the operation
of both the Telephone System and the Television System, which investment in part
allows Lessee pursuant to provisions of this Agreement to participate in the
operation and benefits of both such Systems, should Lessee employ in any fashion
whatsoever any of the facilities, wiring, equipment or other items installed in
or employed in connection with either the Telephone System or the Television
System at the Project in connection with an apartment complex, office complex or
other project other than the Project (or the Related Project), then Lessor shall
be entitled to fifty percent (50%) of the profits derived by Lessee from ally
such use. Lessee shall be entitled to employ a portion of the Premises in
connection with the Related Project and in connection with such use Lessee shall
have no obligation to Lessor to share any profits derived in connection with the
Related Project. For purposes hereof, the term "profits" shall refer to as
provided in this Paragraph 14.20 the gross receipts as received by Lessee in
connection with any such use less the actual out-of-pocket costs incurred by
Lessee in connection with such use. In any event, Lessee shall not be entitled
to employ any portion of the Telephone System or the Television System in any
fashion whatsoever other than in connection with the Project and the Related
Project, except upon the prior written authorization of Lessor.

14.21   Termination of Prior Agreement. As a condition of and simultaneously with
execution of this Agreement by Lessor and Lessee, Lessor and Lessee have agreed
to terminate the Prior Agreement.

                                       16

14.22   Related Project Telephone and Television Equipment. In connection with any
termination of this Agreement or termination of any portion of this Agreement by
reason of the default of Lessee or otherwise, Lessee may -continue to operate,
service, repair, and maintain the Related Project Telephone and Television
Equipment within the Premises pursuant to a separate and independent agreement
with the owner of the Related Project. It is acknowledged that the owner of the
Related Project holds certain rights in connection with the use of the Premises
and related facilities at the Project so as to allow for the operation of a
private telephone system and a private television system in the connection with
the Related Project regardless of whether or not this Agreement remains in
effect with respect to the Project.

14.23   Entire Agreement. This Agreement along with any Exhibits and attachments
hereto constitutes the entire agreement between Lessor and Lessee relative to
the Premises and the matters set forth herein, and this Agreement and Exhibits
and attachments hereto may be altered, amended or revoked only by an instrument
in writing signed by both Lessor and Lessee. It is understood that there are no
oral agreements or representations between the parties hereto affecting this
Agreement, and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements or representations and
understandings, if any, between the parties hereto with respect to the subject
matter as set forth herein.

14.24   Counterparts. This Agreement may be executed in any number of
counter-parts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

Lessor:                                      Lessee:

CROW CANYON DEVELOPERS, LTD.,                GRI TELECOMMUNICATIONS, INC.,
a California limited partnership             a California corporation

By: Kajima Development Corp.,
    a Delaware corporation
                                             By:_______________________________

                                             Its:______________________________
    By:_______________________________

    Its:_______________________________


                                       17



                                List of Exhibits

Exhibit A              Project Description
Exhibit B              Description of Equipment Room
Exhibit C              Television Equipment
Exhibit C-1            Telephone Equipment

Exhibit C-2            Related Project Telephone and Television Equipment
Exhibit D              Description of Utility Areas
Exhibit E              Rent Schedule
Exhibit F              Insurance Requirements


                                       18


                                    Exhibit A

                 Project Description Promontory Point Apartments

                                LEGAL DESCRIPTION

REAL PROPERTY in the City of San Ramon, County of Contra Costa, State of
California, described as follows:

PARCEL ONE:

Parcel 2 as shown on Map MS 901-89, filed March 2, 1992, Book 158 of Parcel
Maps. Page 3. Contra Costa County Records.

PARCEL TWO:

A right of way (not to be exclusive) as an appurtenance to Parcel One and any
subdivision or subdivisions thereof for Encroachment purposes over, under and
upon the land described as follows:

Beginning at the most northeasterly corner of Parcel 2 as shown upon that
certain Parcel Map 901-89 recorded in Book 158 of Parcel Maps, Page 3 Records of
said Contra Costa County;

Thence South 47 0 24' 17" West along the easterly line of said Parcel 1 a
distance of 10.00 feet: thence South 420 35' 43" East a distance of 5.00 feet;
thence North 470 24' 17" East a distance of 10.00 feet: thence North 420 35' 43"
West a distance of 5.00 feet to the point of beginning.

PARCEL THREE:

A right of-way (not to be exclusive) as an appurtenance to Parcel One and any
subdivision or subdivisions thereof, for Encroachment purposes over, under, and
upon the land described as follows:

Beginning at the most northeasterly corner of Parcel 2 as shown upon that
certain Parcel Map 901-89 recorded in Book 158 of Parcel Maps Page 3 Records of
said Contra Costa County;

Thence South 470 24' 17" West along the easterly line of said Parcel 2 a
distance of 270.00 feet to the true point of beginning; thence continuing South
470 24' 17" West along said easterly line a distance of 90.00 feet; thence South
420 35* 43" East a distance of 5.00', thence North 470 24' 17" East a distance
of 90.00 feet: thence North 42* 35' 43" West a distance of 5.00 feet to the
point of true beginning.

A.P.Nos.:       208-280-023, 028. 029 and 030

                                       19



                                     image


                                       20



                                    Exhibit C

               Television Equipment - Promontory Point Apartments

                                December 10, 1996


                             Inside Equipment Room

                             3 Custom Headend Racks

                                  10 Processors

                                  25 Modulators
                  20 Integrated Satellite Receiver/Descramblers

                              2 Satellite Receivers

                               3 Channel Combiners

                                 2 Demodulators


                             Outside Equipment Room

                          1 12' Satellite Dish Antennas

                          1 10' Satellite Dish Antenna
                               4 Off Air Antennas


                                       21


                                   Exhibit C-1

                Telephone Equipment 7 Promontory Point Apartments

                                December 10, 1996


The following are in side Equipment Room:

2 Cortelco SR1000 Cabinets

6 Universal Carriers

3 Power Supplies

59 Station Cards

2 T-1 Cards

2 CSU/DSU

1 Battery Back-up

1 WYSE 350 Monitor

1 Polling Unit (for billing)

1 Voice Mail System

1 Music-On-Hold System

                                       22


                                  Exhibit C-2

 Related Project Telephone and Television Equpiment - Promotary Point Apartments


        Television Equipment:

        Outside Equipment Room but in the P. Point Premises

                1 Microwave Dish Transmitter

        Located in the Promotary View Premises

                1 Microwave Dish Reciever

        Telephone Equipment:


        All inside Equipment Room located in promotory point

        1  Cotelco SR1000

        3  Universal Carriers

        2  Power Supplies

        42 Station Cards

        1  T-1 Cards

        1  CSU/DSU

        1  Battery Backup

                                       23



                                     image


                                       24



                                    Exhibit E

                    Rent Schedule- Promontory Point Apartments

        The rent to be paid by Lessee pursuant to Paragraph 4.1 of the
Agreement shall be paid in accordance with the percentages set forth below based
on the level of service as set forth below. If the level of service falls below
the minimum of sixty percent (60%), rent shall thereupon cease with respect to
the Telephone System and/or Television System with respect to which the service
has fallen below the mininm until the month in which the minimum service level
is again satisfied. The service level is to be determined separately with
respect to the Telephone System and the Television System so that the minimum
level may not be met with respect to the Telephone System within a given month
and still be met with respect to the Television System. For purposes of
determining when "service" is being provided to a given apartment, "hook-up" of
the System to such apartment shall be considered as proof of the commencement of
service. The rent as described herein is based upon a percentage of the gross
receipts with respect to the Telephone System and the Television System. During
any months in which rent is not being paid with respect to the Telephone System
and/or the Television System because the minimum service level has not been
achieved, Lessee shall continue to be obligated to provide the monthly reports
to Lessor as described in Paragraph 4.1 of the Agreement. The percentage of the
gross receipts paid in rent shall vary in accordance with the number of
apartment units being serviced as described below. In determining the level of
service with respect to either the Telephone Service or the Television Service
in any given month, the highest level of service in such calendar month shall be
determinative.

        The percentage of monthly receipts to be paid by Lessee is described as
follows:

[From 11/1/96 through and including 12/31/2002:


No. of apartment units                Percentage of Gross Monthly Receipts
    being serviced                 Telephone System        Television System

        0-239                              0%                         0%
        240-279                            5%                         7%
        280-319                            6%                         8%
        320-359                            7%                         9%
        360-400                            8%                        10%



(From 1/1/2003 through and including 12/31/2005:


No. of apartment units                 Percentage of Gross Monthly Receipts
   being serviced                     Telephone System      Television System

        0-239                                   0%                     0%
        240-279                                 6%                     8%
        280-319                                 7%                     9%
        320-359                                 8%                    10%
        360-400                                 9%                    11%


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                                    Exhibit F

              Insurance Requirements - Promontory Point Apartments

        Lessee is required to comply at its cost with the following minimum
insurance requirements:

        1. Lessee at its expense shall maintain the hereinafter described
insurance coverage with insurance carriers licensed and approved to do business
in the State of California (unless Lessor otherwise approves in writing) with a
general policyholder's rating of not less than A, and financial rating of not
less than X, in the most current Best's Insurance Report. In no event will the
insurance be terminated or otherwise allow ed. to lapse prior to the termination
or expiration of the Agreement. Lessee may provide the insurance described in
this Exhibit through a policy or policies covering other liabilities of Lessee,
provided,. however, that any such policy or policies shall: (i) allocate to the
Project the full amount of insurance required hereunder, and (ii) contain,
permit or otherwise unconditionally authorize the waiver of subrogation as
described in Paragraph 8 below.

        2. As evidence of specified insurance coverage, Lessor shall, in lieu
of actual policies, accept certificates issued by the applicable insurance
carrier acceptable to Lessor showing such policies in force for the specified
period. Such evidence shall be delivered to Lessor promptly upon the execution
of the Agreement and prior to the commencement of any activity of Lessee in
connection with the Project. Each policy and certificate shall be subject to
approval of Lessor and shall provide that such policies shall not be subject to
material alteration or cancellation without thirty (30) days prior written
notice to Lessor, which notice shall be delivered by certified mail, return
receipt requested. Should any policy expire or be cancelled prior to termination
or expiration of the Agreement, and should Lessee fail *10 immediately procure
other insurance as specified, Lessor shall have the right, but not the
obligation, to procure such other insurance and charge Lessee therefor, in'
which event Lessee shall immediately upon written demand from Lessor, pay to
Lessor as additional rent pursuant to the Agreement the sum as advanced by
Lessor with respect to the insurance coverage.

        3. Nothing contained in this Amendment or in the Agreement shall be
construed to limit the extent of Lessee's responsibility for payment of damages
resulting from Us operations pursuant to the Agreement, nor shall anything
contained herein be deemed to place any responsibility on Lessor for insuring
that the insurance required hereunder be sufficient for the operation of Lessee
pursuant to the Agreement.

        4. Lessee shall maintain full workman's compensation insurance
including employer's liability at a minimum limit of Five Hundred Thousand
Dollars ($500,000), or current limit carried, whichever is greater, for all
persons whom it employs in carrying out the work pursuant to the Agreement,
including waiver of subrogation by the insurance carrier with respect to Lessor
as specified in Paragraph 8 of this Exhibit. Such insurance shall be in strict
accordance with the requirements of the most current and applicable state
worker's compensation insurance laws in effect from time to time.

        5. Lessee shall maintain during the term of this Agreement general
public liability insurance, with coverage, limits not less than One Million
Dollars ($1,000,000) for bodily injury or death to any one person, injury and/or
death to any number of persons in any one incident, and for property damage in
any 6ne, occurrence, in the aggregate insuring against any and all liability of
the insured with respect to the Premises or arising out of the Agreement. All
such insurance shall name Lessor and its designees as additional insureds. All
such insurance shall specifically insure for performance by Lessee of the

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indemnity provision set forth in Paragraph 9 below as to liability for injury to
or death of persons and damage to property Such inursance shall have a lender's
protective liability endorsement attached thereto.

        6. Lessee shall maintain insurance covering all of the items to be
installed by Lessee in the Premises or the Project (or the Related Project)
pursuant to the Agreement and any alterations, additions or improvements
including but not limited to any and all equipment to be installed by Lessee
pursuant to the Agreement in amount not less than any full replacement value
thereof from time to time during the term of this Agreement providing protection
against any peril included with the classification of fire and extended coverage
together with insurance against sprinkler damage, vandalism and malicious
mischief and water damage (from roof leakage, ground water or otherwise). Lessee
agrees to carry such insurance, it being expressly understood and agreed that
none of the items to be insured by Lessee hereunder shall be insured by Lessor.
Nor shall Lessor be required to reinstall, reconstruct or repair any of such
items. Any policy proceeds shall be used for the repair or replacement of the
property damaged or destroyed. All such insurance shall name Lessor and its
designees as additional insureds.

        7. Lessee shall maintain owned, hired and non-owned automobile
liability insurance covering all use of all automobiles, trucks and other motor
vehicles utilized by Lessee in connection with the Premises or Project of a
Combined single limit for bodily injury and property damage of $500,000 or
current limit carried which ever is greater. All such insurance shall name
Lessor and its designees as additional insured

        8. Lessee hereby waives any rights it may have against Lessor in
connection with any of the damage or injury occasioned to Lessee, the Premises
or the Project arising from any risks actually covered by insurance in effect at
the time to the extent of the available proceeds. Lessee on behalf of its
insurance companies providing insurance hereunder, waive any right of
subrogation that it may have against Lessor .to the extent of available
proceeds. Lessor as specified herein shall be included as an additional insured
under the coverage as required pursuant to this Exhibit. It is agreed that the
insurance to be provided by Lessee hereunder is primary and any other insurance
maintained by Lessor is non-contributing with the insurance to be maintained by
Lessee hereunder with respect to claims or liability arising out of or resulting
from the acts or omissions of a named insured or others performed on behalf of
the named insured.

        9. Lessee hereby agrees to indemnify and hold Lessor harmless, against
any and all damage, loss, liability and expense including without limitation
actual attorney's fees and legal costs incurred directly by reason of loss or
damage to the Premises, Project, Property or any portion thereof or any claim,
suit or judgment brought by or on behalf of any person for damage, loss or
expenses due to, but not limited to, bodily injury or property damage sustained
by person or persons which arise out of, or are occasioned by or are in any way
attributable to the negligence or willful misconduct of Lessee or its employees
or otherwise attributable to Lessee's negligence in selecting or supervising any
of its agents involved in performance pursuant to the Agreement, except to the
extent that any such damage or loss, costs or expenses are caused by the sole
gross negligence or willful misconduct of Lessor.



                                       27