chillspatnershipagreement




                                 Exhibit # 10.03

                         Partnership Agreement - C Hills



                           TELECOMMUNICATIONS SERVICE
                              AND LICENSE AGREEMENT

                   HUNTINGTON TELECOMMUNICATIONS PARTNERS L.P.

                                       And

                     STEPHEN L. DIAMOND and SUZZANNE DIAMOND

                                   Relating to

                           CLARENDON HILLS APARTMENTS

                                TABLE OF CONTENTS

1.  INTERPRETATION ...................................... 1

2.  SERVICES TO BE PROVIDED ............................. 2

3.  LICENSES OVER PROPERTY .............................. 2

4.  USE ................................................. 3

5.  TERM ................................................ 3

6.  FEES PAID TO OWNER .................................. 3

7.  INSTALLATION OF SERVICES ............................ 4

8.  MARKETING THE SERVICES .............................. 5

9.  TAXES ............................................... 5

10.  UTILITIES .......................................... 5

11.  REPAIRS ............................................ 6

12.  VOLUNTARY TERMINATION .............................. 6

13.  DEFAULT ............................................ 7

14.  DAMAGE, DESTRUCTION AND INSURANCE .................. 8

15.  MISCELLANEOUS ...................................... 9




                           TELECOMMUNICATIONS SERVICE

                              AND LICENSE AGREEMENT

        THIS AGREEMENT, (the "Agreement") is entered into as of Nov. 7th, 1994, by
and between STEPHEN P. DIAMOND and SUZZANNE DIAMOND, tenants in common (collectively
referred to as "Owner"), and HUNTINGTON TELECOMMUNICATIONS PARTNERS, L.P. ("Huntington"),
with reference to the following facts:

                                    RECITALS

        A.      Owner is the owner of the  multi-family  residential  property
described  on Exhibit "A"  attached to this  Agreement  and incorporated herein
by this reference (the "Property").

        B.      Lessee is engaged in the business of installing and operating private
telephone systems and/or private television systems within apartment complexes
similar to the Property.

        C.      Owner and Huntington desire to enter into an agreement whereby
Huntington will install the telephone and/or television system(s) to be employed
on the Property and will operate such system(s), all in accordance with the
provisions of the Agreement.

        In consideration of the mutual promises contained below and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Owner and Huntington agree as follows:

                                    ARTICLE I
                                 INTERPRETATION

        1.1     Defined Terms. Unless otherwise defined in this Agreement, the
following terms shall have the meanings set forth in this Article 1:

                "Services" means any particular Telecommunications Services to be
provided under this Agreement.

                "System" means collectively the Equipment from time to time located
in the Equipment Room, and the cable, wire and other fixtures and appurtenances from
time to time located in the Cable Areas.

                "Telecommunications Services" means the Basic Television Services,
the Basic Telephone Services and such Additional Telephone Services and Additional
Television Services as Huntington may at its sole discretion and from time to
time determine to provide. Services in each category are divided into "Basic
Services", meaning those services within such category which are required to be
offered by Huntington, and "Additional Services", meaning those services within
such category which Huntington may but is not required to offer.

                "Telephone Services" means the Basic Telephone Services to be provided
pursuant to the terms of this Agreement and any Additional Telephone Services.

                "Telephone System" means the portion of the System to be utilized to
provide the Telephone Services pursuant to the terms of this Agreement.

                "Television Services" means the Basic Television Services to be provided
pursuant to the terms of this Agreement -and any Additional Television Services.
The expression "Additional Television Services" shall include, without
limitation, expanded basic service, premium channels and pay-per-view.

                "Television System" means the portion of the System to be utilized to
provide the Television Services pursuant to the terms of this Agreement.

                "Wiring and Cable" means any wire or cable and any associated accessories
currently or hereafter installed (whether by or at the expense of Owner or
Huntington) on the Property which is or is capable of being used for the
purposes of the Telephone System and/or the Television System.

        1.2     Incorporation by Reference. The provisions of the Exhibits attached
hereto and the attached Schedule are hereby incorporated in this Agreement by
this reference.
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                                    ARTICLE 2
                             SERVICES TO BE PROVIDED

        2.1     GENERALLY. Huntington shall make the Telecommunication Services
available to all residents of the Property during the Term subject to the terms
and conditions of this Agreement.

        2.2     CONDITIONS REGARDING SERVICES. Huntington's obligations to provide any
Services are subject to the following conditions:

                (a) Owner's full performance of Owner's obligations under this Agreement;

                (b) The availability of the Services at commercially reasonable rates,
meaning rates that are at least 30% less on average than the prevailing standard
residential retail rates for telephone services charged by the local exchange
carrier or cable television services charged by the local franchised cable
company that would serve the Property.

        2.3     REPRESENTATION AND WARRANTY. Huntington represents and warrants
to Owner that the price and quality of Services and the standards of operation,
repair and maintenance provided to tenants under this Agreement shall be comparable
to the quality of services offered by the largest local exchange carrier and long
distance carrier (in the case of Telephone Services) and the largest local cable
operator (in the case of Television Services). EXCEPT AS EXPRESSLY STATED IN
THIS AGREEMENT, HUNTINGTON MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE
SYSTEM OR THE PROVISION OF TELECOMMUNICATIONS SERVICES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.

                                    ARTICLE 3
                             LICENSES OVER PROPERTY

        3.1     EQUIPMENT ROOM. Owner grants to Huntington the sole and exclusive
right and license (the "Equipment Room License") to use, occupy and possess the areas
of the Property diagramed on Exhibit "C" attached hereto and incorporated herein
by this reference (referred to as the "Equipment Room", regardless of the number
of rooms actually diagramed or whether or not the area is, in fact, enclosed).
The Equipment Room is to be used for the purpose of installing, operating,
servicing, repairing and removing the equipment and related fixtures and
installations utilized in connection with the performance of Huntington's
obligations under this Agreement (the "Equipment").

        3.2     CABLING LICENSE. Owner grants to Huntington an exclusive license (the
"Cable License") to use and occupy the portion of the Property marked on Exhibit
"13" (the "Cable Areas") for the placement and repair of Wiring and Cable in
connection with the performance of Huntington's obligations under this
Agreement. Huntington shall have the right of free access to the Telephone and
Television Cable Areas to inspect, maintain, install, replace and repair the
Wiring and Cable and to the remainder of the Property for the purpose of repair
and maintenance of the Wiring and Cable and for the purpose of repairing and
maintaining such systems.

        3.3     OPERATIONAL LICENSE. Owner grants to Huntington a license (the
"Operations License") to access all portions of the Property for the purpose of
collecting receipts for its services and otherwise dealing with subscribers to
the* Services.

        3.4     LICENSES IRREVOCABLE DURING TERM. The Equipment Room License, the
Cabling License and. the Operational License are coupled with an interest and
are irrevocable until such time as Huntington has no further rights or
obligations under this Agreement.

        3.5     PERMISSIVE ENTRY BY OWNER. Owner may access the Equipment Room or the
Cable Areas as may be reasonably required for the purposes of (a) installing and
maintaining mains, conduits, pipes or other facilities that serve the Property
or any part thereof, (b) making any necessary repairs to the structure of the
Property, whether or not the affected portion of the structure involves the
Equipment Room or Cable Areas, and (c) performing any work which may be
necessary to comply with any laws, rules or regulations of any public authority,
or which Owner may deem necessary to prevent waste or deterioration in
connection with the Property. Owner shall be solely liable for, and shall pay
for, any alternations required to be made to the Equipment Room or Cable Areas
as the result of the exercise of any of the rights described in this Section
3.5. Except in the case of an emergency, Owner shall give Huntington twenty-four
(24) hours prior written notice of any intended entry by Owner into the
Equipment Room or the Cable Areas.

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                                    ARTICLE 4
                                       USE

        4.1     PURPOSE. Huntington shall use the Equipment Room and the Cable Areas
and shall employ its access to the Property solely in connection with the
purposes contemplated by this Agreement and for no other purpose. During the
term hereof, Huntington shall keep the Equipment Room clean and free of any
unreasonable noises, odors and nuisances. Huntington agrees that it shall comply
with all fire, health, police and security regulations that may be issued from
time to time by governmental authorities, and shall provide Owner with the name
of a designated responsible employee to represent Huntington in all matters
pertaining to such fire, health, police and security regulations. Huntington
shall not install any exterior lighting or make any exterior painting or install
any exterior loudspeakers or similar devices (other than devices which are a
component of the Equipment) on the exterior of any enclosed Equipment Room or
elsewhere in the Property, or make any changes to the exterior or boundary of
the Equipment Room without Owner's prior written consent.

        4.2     RESTRICTIONS. Huntington shall not do, nor permit anything to be done
in or about the Equipment Room which will in any way obstruct or interfere with
the rights of other tenants or occupants of the Property, or allow the Equipment
Room to be used for any unlawful or objectionable purpose, nor shall Huntington
cause, maintain or permit any nuisance in, on or about the Equipment Room.
Huntington shall not perform any act in or about the Property 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. Huntington 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 he condition, use or occupancy of the Equipment Room, provided however
that Huntington shall not be responsible for any requirement due to structural
changes nor to those relating to or affecting the condition, use or occupancy of
the Equipment Room.

                                    ARTICLE 5
                                      TERM

        5.1     TERM. This Agreement shall remain in full force and effect for
a full term of ten (10) years (the "Term") and shall commence as of the date of the
issuance of the first billing summary listing all subscribers to either the
Telephone System or the Television System and it shall not be extended,
terminated or canceled except as hereafter provided.

        5.2     EXTENSION OF AGREEMENT. At the end of the Term described immediately
above Owner shall have two options to extend the term of this Agreement for a
period five (5) years each. Each option shall be deemed exercised unless
Huntington otherwise notifies the other in writing at least 120 days prior to
the end of the term. - If an option is not exercised, Owner and Huntington may
negotiate the extension of the Term of this Agreement. If new terms are not
agreed upon, then Huntington has thirty (30) days to match any legitimate offer
by another qualified- third party telephone and/or television service provider.

                                    ARTICLE 6
                               FEES PAID TO OWNER

        6.1     FEES. Huntington shall pay to Owner as consideration for the rights
as granted to Huntington under this Agreement monthly payments and other
consideration as scheduled on Exhibit "E" detailing a percentage of the gross
receipts of Huntington in connection with the Services, which percentages vary
in accordance with the number of subscribers within the Property using the
Services (the "Owner's Fees"). Monthly payments shall be paid in arrears and are
due fifteen (15) days following the closing of each monthly billing cycle for
the billing cycle just ended. Huntington shall pay to Owner a late charge of one
percent (1%) of the amount due for any monthly payment not received by Owner
within five (5) business days after the due date. Huntington shall provide to
Owner, along with the monthly Owner's Fees payment, a report showing the number
of subscribers (by unit number) and gross monthly receipts for sales of the
Services.

        6.2     AUDIT. Owner shall have the right to audit Huntington's gross receipts
no more frequently than twice in any twelve (12) month period in order to verify
the amount of gross receipts. Huntington shall cooperate with Owner in
connection with any audit of its receipts and shall make available to Owner for
inspection and copying at Owner's expense, during Huntington's usual business
hours, such information and records as are reasonably requested by Owner. If any
audit shows that there is a deficiency in the payment of Owner's Fees, the
deficiency shall become due and payable fifteen (15) days following written
demand from

                                       3

Owner, accompanied by a statement showing the amount due. The costs of any audit
shall be paid by the Owner unless the audit discloses that Huntington shall have
understated its gross receipts by three percent (3%) or more, in which case
Huntington shall reimburse Owner for the auditor's reasonable charges.

        6.3     RECEIPTS. Subject to Section 6.4 the term "gross receipts" as used
in this Agreement shall refer to the gross amount as received by Huntington from
residents of the Property who are subscribers to the Services, including (i) all
monthly fees as paid by residents of the Property in connection with the
Services, and (ii) all "hook-up" charges or other like charges paid to
Huntington by the residents of the Property, and (iii) all late charges or
penalties of any kind as paid to Huntington by residents of the Property.

        6.4     DEDUCTIONS FOR TAXES AND EXPENSES. Before computing the gross receipts
upon which Owner's fees are calculated pursuant to Section 6.1, Huntington shall
deduct from the gross receipts (a) all taxes and fees imposed on the Equipment,
the Services, and upon the revenue generated by the Services, and (b) all costs
of collection of gross receipts.


                                    ARTICLE 7
                            INSTALLATION OF SERVICES

        7.1     INSTALLATION. Huntington shall at its own cost install in the Equipment
Room and the Equipment, together with Wiring and Cable necessary to provide the
Services. Huntington shall be entitled to utilize any existing Wiring and Cable
on or about the Property in connection with the performance of its obligations
under this Agreement. Owner shall be responsible for obtaining rights over any
such Wiring and Cable not currently vested in Owner to the extent that
Huntington notifies Owner that it requires use of or access to such Wiring and
Cable.

        7.2     MAINTENANCE. Huntington shall service and maintain all Equipment
and all Wiring and Cable at its sole cost and expense. Owner shall have no
obligation of any kind whatsoever for maintenance, repair or replacement of any
such equipment or any portions of the System. In the event of damage or
destruction to any of the Equipment or any of the Wiring and Cable arising by
reason of a casualty, Huntington shall be obligated at its sole cost to replace
and/or repair such damaged equipment or accessories; provided, only that any
such damage resulting from the gross negligence or intentional conduct of Owner
or Owner's employees or agents shall be the responsibility of Owner. Huntington
shall be entitled to 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 System or accessories as described above to
offset the cost of repair and/or replacement. Owner shall be obligated to employ
the first available- dollars of Owner's casualty insurance proceeds to cover the
replacement of Owner-owned Wiring and Cable.

        7.3     TENANT INSTALLATION. Huntington shall actively market and provide
the Services to all tenants within the Property. Huntington shall provide all
installation services required as to each tenant within the Property and all
accessories as required in connection with the "hook-up" of each of the tenants
within the Property. Huntington shall respond to any and all reasonable
inquiries or requirements of the tenants within the Property relating to the
Telephone System and/or Television System and shall have in place operating
procedures and systems reasonably designed to respond to all service calls
within twenty-four (24) hours of notification or if the day following
notification is a Saturday, Sunday or national holiday, by the close of the next
business day.

        7.4     CHARGES. Huntington shall be responsible for billing all subscribers
within the Property for the Services provided and for collecting all monies due
in connection with such services. Owner shall have no responsibility of any kind
whatsoever for the obligations of any subscriber in connection with the System.

        7.5     HOUSE PHONES. At no cost to Owner, Huntington shall install and
activate as an accommodation to Owner telephone outlets (if Telephone Services
are to be provided under this Agreement) and television outlets (if Television
Services are to be provided under this Agreement) (the "Complimentary Outlets")
in each case up to the number specified in Exhibit "B". The Complimentary
Outlets shall be located in common areas of the Property and in areas utilized
by Owner and/or its property manager in connection with management of the
Property, exact locations to be determined by consultation between Huntington
and Owner. Owner shall not be obliged to pay the basic monthly fees in
connection with the Services provided to the Complimentary Outlets. Owner shall
be obligated to pay for any extraordinary television service such as pay purview
as used by Owner and shall further be obligated to pay fees based on the usage
of telephone services by Owner. Owner may not redirect, resell or collect any
fee with respect to any of the Services provided to the Complementary Outlets.

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                                    ARTICLE 8
                             MARKETING THE SERVICES

        8.1     EXCLUSIVE RIGHT. Huntington shall have the sole and exclusive right
to provide the Services, and telephone and television service of any kind, to all
residents within the boundaries of the Property. If it is a requirement of law
that the local Telephone Company also serve the Property, this exclusivity
provision shall not deny said local Telephone Company the right to also serve
residents of the Property. Owner shall not install or use, nor permit any tenant
or other person, firm or corporation to install or use in the Equipment Room or
elsewhere on the Property any equipment similar to or intended for the same use
as the Equipment (whether coin operated or not) including, without limitation,
satellite dishes, wireless antennae or other devices for permitting or enhancing
reception of telephone or television signals (other than antennae installed on a
television set). During the Term of the Agreement, Huntington shall have the
exclusive right to install equipment for purpose of providing Services on or
about the Property. Nothing in this Agreement will require Owner to violate any
existing lease or agreement with any tenant but Owner shall not extend a lease,
permit a tenant to hold over or grant any new lease except on terms consistent
with Huntington's rights hereunder. Nothing in this Agreement shall restrict
Owner or any tenant from owning or operating any cellular telephone.

        8.2     OWNER'S OBLIGATIONS. The Owner shall:

        (a)     use reasonable efforts to promote the use of the Services to residents
and prospective residents as part of the amenities provided by Owner at the
Property. Huntington may use incentives and incentive programs at the Property
for the purpose of promoting the Services, provided that such incentive programs
are approved by the Owner.

        (b)     provide the use of Property personnel to perform procedures such
as connects and disconnects relating to the System;

        (c)     provide Huntington with a current list of residents, current move-ins
and move outs, and the entering into or termination of leases, that may be used
for marketing, connects and disconnects or for other purposes related to the
Services as determined by Huntington;

        (d)     cooperate with Huntington in obtaining permits, consents, licenses
and any other requirements which may be necessary for Huntington to install and
operate the System and furnish the Services; provided that Huntington shall pay
all reasonable costs of Owner associated therewith;

        (e)     provide access to the Property to Huntington and its employees and
agents to enable Huntington to perform the activities contemplated by or
necessary under this Agreement; and

        (f)     promptly provide to Huntington all information requested regarding
the Property or residents necessary to operate the System according to this
Agreement or to comply with governmental or public utility commission rules.

                                    ARTICLE 9
                                      TAXES

        9.1     REAL PROPERTY TAXES. Owner shall pay any and all real property taxes
associated with the Equipment Room or otherwise associated with the Property.
Huntington shall have no responsibility for any such taxes.

        9.2     PERSONAL PROPERTY. Huntington shall pay 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 Equipment Room other than Owner-owned Wiring and Cable.

                                   ARTICLE 10
                                    UTILITIES

        10.1    AVAILABILITY. Owner agrees to cause utilities to be made available
to Huntington (including electricity, air conditioning and ventilation as described
on Exhibit "C" attached hereto) at the Equipment Room, and at such other
portions of the Property as Huntington may require. The cost of all utilities
shall be borne by Owner up to $100 per month, such allowance to be increased
proportionately to any increase in the per kilowatt charge prevailing at the
date of execution hereof for electricity supplied to the common areas of the
building within the Property in which the Equipment Room is located. Huntington
will provide, at its sole cost,

                                       5

equipment for the insulation, lighting, air conditioning and ventilation for the
Equipment Room as specified in Exhibit "C".

        10.2    TRASH. Huntington shall store all trash and garbage within the areas
as established by Owner for such purposes within the Property. Huntington shall
not allow refuse, garbage or trash to accumulate in or around the Equipment
Room. Owner shall be responsible for the costs of all trash removal associated
with operation of the System, provided that Huntington shall be responsible for
the costs of trash removal in connection with initial installation of a
Telephone System and/or a Television System.

        10.3    LIMITED LIABILITY. Huntington shall not be liable to Owner for
any reduction or suspension in the Services if required by any governmental
authority, or Huntington's failure or inability to furnish any service or
facility which it has agreed to supply, when such failure is caused by
accidents, strikes, acts of God, governmental preemption's or any other cause
similar or dissimilar beyond the reasonable control of Huntington. Huntington
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 or
incidental to any failure described above to furnish any service or facility.

                                   ARTICLE 11
                                     REPAIRS

        11.1    REPAIRS BY HUNTINGTON. Huntington will provide janitorial and
housekeeping services, maintenance and repair for the Equipment Room, and will
perform all future improvements at its sole cost. Notwithstanding the
immediately preceding sentence, the obligation of Huntington to repair and
maintain the Equipment Room shall be limited to maintenance and repair of the
interior of the Equipment Room and shall not include the roof, floors, exterior
walls or structural aspects of the Equipment Room except in the event that any
such damage is caused by or results from the negligence of Huntington or its
agents or employees, in which event Huntington shall be obligated to make such
repairs. In addition, Huntington shall have no obligation to replace the
Equipment Room in the event of partial or complete destruction of the Equipment
Room.

        11.2    REPAIR BY OWNER. Subject to reasonable wear and tear and Huntington's
duties to repair the Equipment Room as set forth in this Article 11, Owner shall
maintain and repair the exterior walls, floors, roof and the exterior portions
of the Equipment Room. Huntington shall be responsible for the repair of any and
all HVAC equipment relating to the Equipment Room except in connection with any
matters caused by or resulting from the negligence of Owner or Owner's employees
or agents, in which event Owner shall be obligated to pay for such repairs.

        11.3    REMOVAL UPON TERMINATION. Upon expiration or termination of this
Agreement, Huntington shall have the right but not the obligation to remove the
Equipment and other fixtures that have been installed, furnished and supplied by
Huntington in the Equipment Room and Cable Areas subject to the provisions of
Section 12.2 below, it being expressly understood and acknowledged by Owner that
title to and the ownership of all such equipment and fixtures shall at all times
be and remain in and with Huntington, whether the same or any parts thereof be
affixed to the Property or otherwise. Huntington shall repair any damage caused
by the removal of its equipment and fixtures, including replacement of
landscaping removed or damaged by Huntington. Under no circumstances shall
Huntington remove wire in the walls, jacks in buildings or any underground wire
or cable, which shall become the sole property of the Owner upon expiration or
termination of this Agreement.

        11.4.   LIENS. Huntington and Owner shall each keep the Property free from
any liens arising out of work performed, materials furnished or obligations
incurred by, or on behalf of or at their respective direction and shall protect,
indemnify, hold harmless and defend each other from any hens or encumbrances
arising out of any work performed by or on behalf of or at their respective
direction.

                                   ARTICLE 12
                              VOLUNTARY TERMINATION

        12.1    NOTICE OF TERMINATION. Within sixty (60) days after the commencement
of the six (6) month period starting with the twelfth (12th) month after
acceptance of the first subscriber to the Telephone Services and the first
subscriber to the Television Services, respectively, and within sixty (60) days
after the commencement of each six (6) month period thereafter, each party shall
have the options as set forth in this Article 12. Huntington shall give Owner
written notice of the dates of acceptance of the first subscriber to the
Telephone Services and the first subscriber to the Television Services. The
computation of the above described

                                       6

time periods shall be made separately for the Telephone Services and the
Television Services, based upon the date of acceptance of the first subscriber
for each.

                (a)     Subject to the time periods as described in this Section
12.1, in the event that Huntington fails to maintain an average telephone subscription
level of at least eighty (80%) percent penetration of the apartment units in the
Property during the two (2) calendar months immediately preceding the six (6)
month periods described above, then, during the sixty (60) day periods described
above, Huntington shall be entitled to give Owner written notice of its intent
to terminate its obligations pursuant to this Agreement to provide the Telephone
Services for the Property. Subject to the time periods as described in this
Section 12.1, in the event that Huntington fails to maintain an average
telephone subscription level of at least seventy (70%) percent penetration of
the apartment units in the Property during the two (2) calendar months
immediately preceding the six (6) month periods described above, then, during
the sixty (60) day periods described above, owner shall have the right to give
Huntington written notice terminating its right and obligation to provide the
Telephone Services. 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 Owner or Huntington, as the case may be, of such written notice.

                (b)     Subject to the time periods as described in this Section
12.1 in the event that Huntington fails to maintain an average television subscription
level of at least sixty (60%) percent penetration of the apartment units in the
Property during the two (2) calendar months immediately preceding the six (6)
month periods described above, then, during the sixty (60) day periods described
above, Huntington shall be entitled to give Owner written notice of its intent
to terminate its obligations pursuant to this Agreement to provide the
Television Services for the Property. Subject to the time periods as described
in this Section 12.1, in the event that Huntington fails to maintain an average
television subscription level of at least fifty (50%) percent penetration of the
apartment units in the Property during the two (2) calendar months immediately
preceding the six (6) month periods described above, then, during the sixty (60)
day periods described above, Owner shall be entitled to give written notice to
Huntington of Owner's intent to terminate Huntington's right and obligation
pursuant to this Agreement to provide the Television Services for the Property.
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 Owner of
such written notice.

        12.2    REMOVAL OF EQUIPMENT. In the event that Huntington terminates either
the Telephone Services or the Television Services in accordance with Section
12.1, Huntington shall have sixty (60) days to remove its equipment associated
with the terminated service, beginning on the effective date of that
termination; provided, however, that any equipment not so removed sixty (60)
days after the effective date of termination for that Service shall be deemed to
be abandoned. Huntington will repair any damages to the Property caused by
removal of the Equipment, as provided in Section 11.3.

        12.3    HUNTINGTON COOPERATION. In the event of any termination, Huntington
shall cooperate with Owner, at no expense to Huntington, in connection with
Owner's efforts to obtain a third-party provider to furnish the services being
terminated. 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,
resulting in continuous service for existing subscribers. If the new service
providers are the public utilities for those services, then Huntington will
guarantee continuous service for those subscribers in good standing.

                                   ARTICLE 13
                                     DEFAULT

        13.1    DEFAULTS BY HUNTINGTON. The occurrence of any one or more of the
following events shall constitute a material default and breach of this
Agreement by Huntington:

                (a)     The failure of Huntington to make any payment of rent or
any other payment required to be made by Huntington hereunder, as and when due,
where such failure shall continue for a period of five (5) days after written notice
thereof from Owner to Huntington. In the event that Owner serves Huntington 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
subsection; or

                (b)     The failure by Huntington to observe or perform any of the
covenants, conditions or provisions of this Agreement to be observed or performed by
Huntington, other than described in Section 13.1(a)

                                       7

above, where such failure shall continue for a period of thirty (30) days after
written notice thereof from Owner to Huntington, which notice shall specify the
specific nature of the failure, provided, however, that if the nature of the
Huntington's default is such that more than thirty (30) days are reasonably
required for its cure, then Huntington shall not be deemed to be in default if
Huntington commences such cure within said thirty (30) days period and
thereafter diligently prosecutes such cure to completion; or

                (c)     The occurrence of any two (2) audits during any twelve (12)
month period disclosing that Huntington has understated its receipts by twenty percent
(20%) or more as described in Section 6.2 above.

        13.2    DEFAULTS BY OWNER. The occurrence of any one or more of the following
events shall constitute a material default and a breach of this Agreement by
Owner.

                (a)     Failure to perform any of the material obligations required
of Owner to be performed, provided that such failure continues for a period of thirty
(30) days after written notice thereof from Huntington to Owner, which notice shall
specify the specific nature of the failure, provided, however, that if the
nature of Owner's default is such that more than thirty (30) days are reasonably
required for its cure, than Owner shall not be deemed to be in default if Owner
commences such cure within said thirty (30) days period and thereafter
diligently prosecutes such cure to completion; or

                (b)     If accounts receivable generated by existing or former Services
subscribers that are either 120 days past due or uncollectible in the reasonable
opinion of Huntington exceeds (5) percent of gross receipts during any
consecutive three (3) month period (normal bad debt being three (3) percent of
gross receipts); or

                (c)     Failure of the Property ownership or management to present
either the Telephone Services or the Television Services in a positive manner to
existing or prospective residents; or

                (d)     Failure to remove or correct any mechanical, electrical or
any other type of interference that was caused by any device installed by Owner
during the term of this Agreement that would prevent or hinder Huntington in providing
quality Telephone Services and/or Television Services to the Property.

        13.3    REMEDIES UPON DEFAULT BY HUNTINGTON. Subject to Section 13.5, in
the event of an uncured default by Huntington, and in addition to any and all other
rights and remedies available to Owner at law or in equity, Owner shall have the
right to immediately terminate this Agreement and all licenses and other rights
of Huntington under this Agreement by giving delivering written notice to
Huntington.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, HUNTINGTON SHALL NOT BE
LIABLE FOR ANY REASON TO OWNER, TO ANY RESIDENT, OR TO ANY OTHER PERSON FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS,
OF ANY NATURE WHATSOEVER, OR FOR THE NONDELIVERY OF SERVICES, OR THE CONDITION
OR REPAIR OF ANY TELEPHONE INSTRUMENT OR ANY PROPERTY TO WHICH THE SYSTEM IS
ATTACHED.

        13.4    REMEDIES UPON DEFAULT BY OWNER. Subject to Section 11.3, in the event
of a default by Owner, and in addition to any and all other rights and remedies
available to Huntington at law or in equity, Huntington shall have the right to
immediately terminate this Agreement and all of Huntington's obligations
hereunder by giving written notice to Owner of such election by Huntington.

        13.5    REMOVAL OF EQUIPMENT. In the event of a termination of this
Agreement by Owner resulting from the default of Huntington, the following shall be
applicable:

                Huntington, at its cost, shall have thirty (30) days after the date of
termination in which to remove the Equipment from the Property, provided,
however, that in no event shall Huntington remove any Wiring and Cable.
Notwithstanding the above, at the election of Owner and without waiving Owner's
election to terminate this Agreement, Owner shall be entitled to require
Huntington to give Owner ten (10) days prior written notice of its intent to
remove the Equipment. During such ten (10) day period, Huntington shall
cooperate, at no cost to Huntington, with such third-party providers as Owner
may direct to provide to the Property substitute Telephone Services and/or
substitute Television Services. Such cooperation shall include but not be
limited to cooperation in connection with the placement by third-party providers
of new equipment within the Equipment Room.

                                   ARTICLE 14
                        DAMAGE, DESTRUCTION AND INSURANCE

                                       8


        14.1    DESTRUCTION OF PREMISES DUE TO RISK COVERED BY INSURANCE. If during
the term of this Agreement, the Equipment Room and the Cable Areas 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, Owner shall restore the Equipment Room and the Cable Areas to
substantially the same condition as they were immediately prior to destruction,
provided that Owner's obligation shall be limited to the Equipment Room and the
Cable Areas and shall not include the Equipment. Huntington, at its cost, shall
be required to restore the Equipment. At election of Huntington, any destruction
of the Equipment Room or the Cable Areas shall terminate this Agreement; any
such election shall be made by written notice delivered to Owner within sixty
(60) days after the occurrence of the casualty giving rise to the destruction or
damage. If the existing laws do not permit the Equipment Room and the Cable
Areas to be restored to substantially the same condition as they were in
immediately before the destruction, if there are insufficient insurance proceeds
in the reasonable opinion of Huntington to permit the Equipment Room and the
Cable Areas to be restored to substantially the same condition as they were in
immediately before the destruction, or if in the opinion of Owner's architect
the restoration cannot be completed within one hundred eighty (180) days from
the date of damage or destruction, Owner and/or Huntington may terminate this
Agreement by giving written notice thereof within sixty (60) days after the
occurrence of the casualty giving rise to the destruction or damage.

        14.2    OWNER'S FEES. In the event of any partial destruction of the Property,
the Owner's Fees as provided for in this Agreement shall continue without
abatement, it being acknowledged that the rent is based upon a percentage of
Huntington's gross receipts only.

        14.3    RESTORATION OF SERVICE. In the event of a partial destruction of
the Property, Huntington, at its cost, shall restore the Services to the Property
within a reasonable period following the casualty.

        14.4    INSURANCE. Huntington shall carry and maintain liability insurance
covering personal injury and property damage that may be caused to persons, the
Property or its contents, by the System or Huntington's employees or agents.
Owner and Huntington each waive any right of recovery against each other for any
claims that may be brought for any loss that is covered by insurance upon or
relating to the Property or the System. Owner shall carry and maintain
comprehensive general liability insurance and property insurance for the
Property. Owner shall provide a certificate of such insurance to Huntington
within 10 days of request. A listing of minimum insurance requirements is
contained in Exhibit "G" attached hereto and incorporated herein by this
reference.

                                   ARTICLE 15
                                  MISCELLANEOUS

        15.1    WARRANTIES. Owner warrants that Owner is the owner of the Property,
and that no other person claims or has any interest in the Property other
persons, referred to in this Section 15.1 as "Tenants and Others" who are (a)
tenants in possession under leases or rental agreements, and (b) all other
persons or entities claiming an interest or license in, or right or claim to,
the Property as would be revealed by an inspection of the Official Records of
the county in which the Property is located. Owner warrants that the Property is
structurally sound, and that to the best of Owner's knowledge the Equipment Room
is watertight. Owner further warrants that Owner will cooperate diligently in
identifying the rights of any third party to own, use or restrict or charge for
the use of the Wiring and Cable. Owner further represents that Owner has
disclosed prior to execution hereof the identity of any other person, except for
Tenants and Others, who Owner knows or believes has any right, title or interest
in and to the Wiring and Cable or to use or restrict or charge for the use the
Wiring and Cable. Owner makes no representations or warranties of any kind
whatsoever to Huntington as to the profitability or other success of the
services to be provided by Huntington hereunder.

        15.2    MEMORANDUM OF AGREEMENT. Owner and Huntington shall, upon the written
request of the other, execute, acknowledge and record a memorandum of this
Agreement in the recorder's office of the county in which the Property is
located. Said memorandum shall contain a legal description of the Property,
shall affirmatively restate the grant of the irrevocable licenses set forth in
Article 3, and shall provide for indexing in the recorder's office of Owner's
name in the grantor index, and in Huntington's name in the grantee index. This
Agreement shall survive any sale, assignment or other transfer of the Property.
Upon termination of this Agreement for any reason, Huntington and Owner shall
upon the written request of Owner, execute a memorandum of termination of this
Agreement in recordable form and Huntington shall deliver such memorandum of
termination to Owner.


                                       9

        15.3    NONDISTURBANCE AGREEMENT. If the Property is subject to or en cumbered
by a lien, mortgage, deed of trust or other security interest (other than the
lien for property taxes), Owner shall, within 10 days after request by
Huntington, use best efforts to cause the lien holder, mortgagee, beneficiary or
secured party (as the case may be) to furnish to Huntington a written
nondisturbance agreement stating that upon the foreclosure of its lien,
mortgage, deed of trust or security interest (as the case may be) or upon its
acquisition of title to or possession of the Property, that it will recognize
Huntington's rights under this Agreement.

        15.4    AUTHORITY. The persons executing this Agreement expressly represent
and warrant that each has full power and authority to do so, that this Agreement
is enforceable in accordance with its terms, that the execution and performance
of this Agreement do not violate either party's partnership agreement (to the
extent either party is a partnership) or articles of incorporation and bylaws
(to the extent either party is a corporation).

        15.5    BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and their respective heirs, personal representatives, successors and
assigns, as the case may be.

        15.6    OTHER AGREEMENT. The parties hereby represent that to the best of
their knowledge and belief the entering into and performance of this agreement
will not create a breach or default in any agreement to which they are a party,
provided that Huntington acknowledges that Owner is a party to an agreement with
Premier Communications Network, Inc. dated July 19, 1988. Huntington shall have
no obligation to provide Television Services unless Owner has previously
effectively terminated such agreement.

        15.7    ATTORNEYS FEES. If any party to this Agreement shall bring any
action or proceeding for any relief against the other, declaratory or otherwise,
arising out of this Agreement, the losing party shall pay to the prevailing
party a reasonable sum for attorney fees and costs incurred in bringing or
defending such action or proceeding and/or enforcing any judgment granted
therein, all of which shall be deemed to have accrued upon the commencement of
such action or proceeding and shall be paid whether or not such action or
proceeding is prosecuted to final judgment. Any judgment or order entered in
such action or proceeding shall contain a specific provision providing for the
recovery of attorney fees and costs, separate from the judgment, incurred in
enforcing such judgment. The prevailing party shall be determined by the trier
of fact based upon an assessment of which party's major arguments or positions
taken in the proceedings could fairly be said to have prevailed over the other
party's major arguments or positions on major disputed issues. For the purposes
of this section, attorney fees shall include, without limitation, fees incurred
in the following- (1) post-judgment motions; (2) contempt proceedings; (3)
garnishment, levy, and debtor and third party examinations; (4) discovery, and
(5) bankruptcy litigation. This Section is intended to be expressly severable
from the other provisions of this Agreement, is intended to survive any judgment
and is not to be deemed merged into the judgment.

        15.8    CONDEMNATION. If title to all of the Property should be taken for
any public or quasi-public use under any statute, or by right of eminent domain,
or by private purchase in lieu of eminent domain, or if title to so much of the
Property is so taken that a reasonable amount of reconstruction of the Property
will not result in the Equipment Room's and the Cable Area's being suitable for
Huntington's continued occupancy, then, in either event this Agreement shall
terminate on the date that possession of the Property or part of the Property is
taken. Without limiting any of Huntington's other rights and remedies available
at law or in equity, Huntington shall be entitled to any compensation awarded or
paid to Huntington for depreciation to and cost of removal of Equipment
installed in the Property by Huntington.

        15.9    SEVERABILITY; GOVERNING LAW. The provisions of this Agreement shall
be severable, and the invalidity or unenforceability of any provision shall not
affect the remaining provisions. This Agreement shall be governed by the law of
the state wherein the Property is located.

        15.10   NOTICES. Any notice, demand, approval, consent, or other
communication required or desired to be given under this Agreement in writing
shall be given in the manner set forth below, addressed to the party to be
served at the address set forth on the signature page of this Agreement, or at
such other address which that party may have given notice under the provisions
of this Section. Any notice, demand, approval, consent, or other communication
given by (a) mail shall be deemed to have been given when accepted or refused,
provided it was deposited in the United States mail, certified, postage prepaid
and return receipt requested; (b) overnight common carrier courier service shall
be deemed to be given on the business day (not including Saturday) immediately
following the date it was deposited with such common carrier; (c) delivery in
person or by messenger shall be deemed to have been given upon delivery in
person or by messenger; or (d) electronic facsimile shall be deemed to have been
given on the earlier of (i) the date and at the time as the sending party (or
such party's agent) shall have received from the receiving party (or such
party's agent) oral confirmation of the receipt of such transmission or (ii) one
hour after the completion of transmission of the entire


                                       10

communication, provided that, in either case, the original of such transmission
is deposited for delivery to the addressee by one of the means set forth in
subsections (a) through (c) of this Section 15.10 on the same date as the
transmission by electronic facsimile.

        15.11   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.

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

        15.13   WAIVER. No covenant, term or condition or breach thereof shall be
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.

        15.14   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 therefore, 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 for
the obligations imposed with regard to rent to be paid by Huntington pursuant to
this Agreement.

        15.15   NO PARTNERSHIP. It is agreed nothing contained in this Agreement
shall be deemed or construed as creating a partnership or joint venture between
Owner and Huntington, or between Owner and any other party, or cause Owner to be
responsible in any way for the debt or obligations of Huntington or any other
party.

        15.16   FINANCING. Owner may, from time to time, obtain financing in
connection with the Property or refinance the Property by means of a mortgage or
loan or loans from one or several lenders. Before said loans are approved and
closed, such lenders may wish to 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, Huntington's obligations to pay are not
increased and the provisions of this Agreement are not unreasonably changed
thereby, Huntington agrees that it shall consent to and execute such minor
amendments or modifications of this Agreement that may be requested in writing
by said lenders. At the request of any said lenders Huntington hereby agrees to
subordinate this Agreement to any mortgage, deed of trust or other security
agreement requested by any such lenders, provided Huntington receives a suitable
nondisturbance agreement meeting the terms of Section 153.

        15.17   ENTIRE AGREEMENT. This Agreement along with any Exhibits and
attachments hereto constitutes the entire agreement between Owner and Huntington
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 Owner and Huntington. 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.

        15.18   COUNTERPARTS. This Agreement may be executed in any number of
counterparts, 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.

                                       11

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
above written.

Huntington:     HUNTINGTON TELECOMMUNICATIONS PARTNERS, L.P.

                By:     KBL INVESTMENT COMPANY, L.P.,
                        a California limited partnership,
                        its General Partner

                By:     HUNTTINGTON PARTNERS, INC.,
                        a California corporation,
                        its Managing General Partner


                        By:______________________________________________


                        Its:_____________________________________________

Address:        40 Vienna
                Newport Beach, California 92660
Facsimile:      (714) 644-5010

Owner:
                /s/Stephen Diamond, /s/ Suzanne Diamond
                STEPHEN L DIAMOND

                SUZZANNE DIAMOND

Address:        21070 Homestead Road, #210
                Cupertino, California 95014

Facsimile:      (408) 732-9578


                                       12


                              Addendum to Contract

Per Article 12 Voluntary Termination, pace 6 & 7, paragraph l (b), as originally
written is now hereby null and void.

As a result this paragraph only will be rewritten as follows:

Subject to the time periods as described in Section 12.1, in the event that
Huntington fails to achieve a reasonably consistent growth percentage of
additional cable revenue above and beyond the already delivered 100% basic
coverage percentage as provided by the property Owner or if Huntington fails to
diligently pursue growth of its cable market share above and beyond basic
coverage then Owner shall be entitled to give written notice to Huntington of
Owner's intent to terminate Huntington's right and obligation pursuant of this
Agreement to provide the Television Services for the Property. The effective
date of the termination shall be as provided in the notice but no earlier than
one hundred eighty (180) days after the inception of services.

Clarendon Hills                         Huntington

/s/Stephen Diamond                      /s/David Kline
Stephen P. Diamond                      Huntington Representative
Owner
                                        David Kline
                                        Print Name


                                       13


                              Addendum to Contract

Per Article 12 Voluntary Termination, pace 6 & 7, paragraph l (b), as originally
written is now hereby null and void.

As a result this paragraph only will be rewritten as follows:

Subject to the time periods as described in Section 12.1, in the event that
Huntington fails to achieve a reasonably consistent growth percentage of
additional cable revenue above and beyond the already delivered 100% basic
coverage percentage as provided by the property Owner or if Huntington fails to
diligently pursue growth of its cable market share above and beyond basic
coverage then Owner shall be entitled to give written notice to Huntington of
Owner's intent to terminate Huntington's right and obligation pursuant of this
Agreement to provide the Television Services for the Property. The effective
date of the termination shall be as provided in the notice but no earlier than
one hundred eighty (180) days after the inception of services.


Clarendon Hills                         Huntington

/s/Stephen Diamond                      /s/David C. Hewitt
Stephen P. Diamond                      Huntington Representative
Owner

                                        David C. Hewitt
                                        Print Name


                                       14



                                   EXHIBIT"A"

                                  THE PROPERTY

Name:               Clarendon Hills

Street Address:     700 Alquire Parkway
                    Hayward, California 94544

                   California

Legal Description:



                                      A-1



                                   EXHIBIT"B"

                           TELECOMMUNICATIONS SERVICES

 "Basic Television Services':

[] Services comparable to those offered by the local franchised cable company.

[] _________ Complimentary Outlets, as provided in Section 7.5.

"Basic Telephone Services":

[]  Local calling within the local service area of the local exchange carrier;

[] Long distance calling plans designed to save on long-distance charges based
upon the calling pattern of each resident. Huntington reserves the to use the
long distance carrier with which it can negotiate the most favorable long
distance rates;

[]  Emergency 911 service;

[] House phones,  a feature that provides  residents with the ability to forward
personal calls to selected house phones; and

[] Call  forwarding,  a feature  which allows calls to be forwarded to any other
phone within the same area code;

[] Private number, a feature that provides the customer with the ability to have
an unpublished phone number.

[] Complimentary Outlets, as provided in Section 7.5.


                                      B-1


                                   EXHIBIT"C"

                      DIAGRAM OF LOCATION OF EQUIPMENT ROOM


                                      C-1


                                   EXHIBIT"D"

                             DIAGRAM OF CABLE AREAS


                                      D-1




                                   EXHIBIT"E"

                             OWNER'S FEE COMPUTATION

        The fees to be paid by Huntington pursuant to Section 6.1 of the Agreement
shall commence as to each of the Telephone System and the Television System at
such time as services are being provided with respect to the-Telephone System or
Television System as the case may be, to a minimum of sixty percent (60%) of the
apartments within the Project as more particularly described below. The sixty
percent (60%) test is to apply separately to the Telephone System and Television
System, so that fees with respect to the Telephone System may commence one
month, and fees with respect to the Television System may commence in a
different month. If after the commencement of fees with respect to one or both
of the Systems, the service level falls below the minimum of sixty percent
(60%), fees shall thereupon cease with respect to such System until the month in
which the item service level is again satisfied. 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
fees as described herein are based upon a percentage of the gross receipts with
respect to the Telephone System and the Television System. The percentage of the
gross receipts paid in fees 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  Huntington  is described as
follows:

                                    Percentage of Gross Monthly Receipts
No. Of Apartment
Units being serviced       Telephone System                   Television System

    0-171                         0%                                    0%
   172-199                        5%                                    7%
   200-228                        6%                                    8%
   229-256                        7%                                    9%
   257-284                        8%                                    9%
    285+                          9%                                    10%


        In addition, Huntington shall pay an advance of $ 10,000 to Owner on
account of fees. The advance will be payable on execution of this Agreement. The
advance will be recoupable dollar for dollar against the first fees due
hereunder but shall not otherwise be refundable.


                                      E-1

        In exchange for Huntington delivering a package of 23 channels to be agreed
to by the parties and subject to adjustment from time to time (but in any event
not including premium or pay per view channels) to up to three outlets in every
apartment unit free of charge to the occupants, Owner will pay Huntington
$2,242.00 per month (subject to annual adjustment on each anniversary of the
first date of delivery of Television Service in accordance with the Consumer
Price Index, All Consumers, All Urban Areas published by the United States
Department of Labor, or any comparable successor index). Such payment shall be
offset against any amounts due by Huntington to Owner and the balance (if any)
due by Owner shall be paid in cash on presentation of a monthly statement. On
the basis of such payment or offset, all apartment units shall be treated as
receiving Television Services and the percentage of gross receipts shall be 10%
with respect to any additional receipts resulting from delivery of any
Additional Television Services.


                                      E-2

                                   EXHIBIT"F"

              SCHEDULE OF EQUIPMENT ROOM IMPROVEMENTS TO BE MADE BY
                                   HUNTINGTON

                                      F-1


                                   EXHIBIT"G"

                             INSURANCE REQUIREMENTS

        1. HUNTINGTON INSURANCE COVERAGE. Huntington is required to comply at its
cost with the following minimum insurance requirements:

                1.1     Worker's Compensation. Huntington shall maintain fall worker'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 work pursuant to the
Agreement. 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.

                1.2     Public Liability. Huntington 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 one occurrence, in the aggregate insuring against any and
all liability of the insured with respect to the Property or arising out of the
Agreement. All such insurance shall name Owner and Owner's designees as
additional insured. All such insurance shall specifically insure for performance
by Huntington of the indemnity provision set forth in Paragraph 1.5 below as to
liability for injury to or death of persons and damage to property. Such
insurance shall have a lender's protective liability endorsement attached
thereto.

                1.3     Property and Casualty. Huntington shall maintain insurance
covering all of the items of Wiring and Cable to be installed by Huntington in the
Property pursuant to the Agreement and any alterations, additions or improvements
in an 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). Owner is not required to insure such items.
Owner shall not be required to reinstall, reconstruct or repair any of such
items. Subject to the terms of any loan or security agreement to which
Huntington may be party, any policy proceeds shall be used for the repair or
replacement of the property damaged or destroyed unless Owner notifies
Huntington that all or a substantial portion of the Property has been destroyed
or damaged beyond repair and Owner does not intend to rebuild or replace the
Property. All such insurance shall name Owner and Owner's designees as
additional insured.

                1.4     Automobiles. Huntington shall maintain owned, hired and
non-owned automobile liability insurance covering all use of all automobiles, trucks
and other motor vehicles utilized by Huntington in connection with the Property of a
combined single limit

                                      G-1

for bodily injury and property damage of $500,000 or current limits carried,
which ever is greater. All such insurance shall name Owner and Owner's designees
as additional insured.

                1.5     Indemnification. Huntington hereby agrees to indemnify and
hold Owner harmless, against any and all damage, loss, liability and expense including
without limitation actual attorneys' fees and legal costs incurred directly by
reason of loss or damage to the 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 Huntington or its
employees or otherwise attributable to Huntington'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 Owner. Owner is required
to comply at Owner's cost with the following minimum insurance requirements.

        2.      OWNER INSURANCE COVERAGE. Owner is required to comply at Owner's
cost with the following minimum insurance requirements:

                2.1     Worker's Compensation. Owner shall maintain full worker'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 Owner employs who may at any time come into contact with the
Equipment, the Equipment Room or the Wiring and Cable. 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.

                2.2     Public Liability. Owner 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 one occurrence, in the aggregate insuring against any and
all liability of the insured with respect to the Property or arising out of the
Agreement. All such insurance shall name Owner and Owner's designees as
additional insured. All such insurance shall specifically insure for performance
by Owner -of the indemnity provision set forth in Paragraph 2.5 below as to
liability for injury to or death of persons and damage to property. Such
insurance shall have a lender's protective liability endorsement attached
thereto.

                2.3     Property and Casualty. Owner shall maintain insurance
covering all the Property pursuant to the Agreement and any alterations, additions or
improvements in an 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).

                                      G-2

Owner shall not be required to reinstall, reconstruct or repair any of such
items. Subject to the terms of any loan or security agreement to which Owner may
be party, any policy proceeds shall be used for the repair or replacement of the
property damaged or destroyed unless Owner notifies Huntington that all or a
substantial portion of the Property has been destroyed or damaged beyond repair
and that Owner does not intend to rebuild or replace the Property. All such
insurance shall name Huntington and its designees as additional insured.

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

                2.5      Indemnification. Owner hereby agrees to indemnify and hold
Huntington harmless, against any and all damage, loss, liability and expense including
without limitation actual attorneys' fees and legal costs incurred directly by
reason of loss or damage to the 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 Owner or Owner's
employees or otherwise attributable to Owner's negligence in selecting or
supervising any of Owner's 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 Huntington.

        3.      GENERAL PROVISIONS.

                3.1      Insurance Company. All coverage's described herein shall be
underwritten by insurance carriers licensed and approved to do business in the
State of California (unless otherwise in any particular case approved in writing
by both parties) 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 allowed to
lapse prior to the termination or expiration of the Agreement. Insurance
-described in this Exhibit may be provided through a policy or policies covering
other liabilities of the policy holder, provided, however, that any such policy
or policies shall allocate to the subject matter of this Agreement the full
amount of insurance required hereunder.

                3.2      Evidence and Maintenance of Insurance. As evidence of
specified insurance coverage, certificates issued to one party by an applicable
insurance carrier acceptable to the other party showing such policies in force for
the specified period may be provided in lieu of actual policies. Such evidence shall
initially be delivered by each party to the other to prior to the commencement
of any activity of Huntington in connection with

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the Property. Each policy and certificate issued to one party shall be
subject to approval of the other party and shall provide that such policies
shall not be subject to material alteration or cancellation without ten (10)
days prior written notice to such other party, 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 the
policy holder fail to immediately procure other insurance as specified, the
other party shall have the right but not the obligation, to procure such other
insurance and charge policy holder therefor, in which event the policy holder
shall, immediately upon written demand from the other party, pay to such other
party pursuant to the Agreement the sum as advanced with respect to the
insurance coverage.