Exhibit 10.16

















OFFICE
LEASE














915
W. IMPERIAL HIGHWAY


BREA,
CA 92821











BETWEEN





EVANGELICAL
CHRISTIAN CREDIT UNION,


A
CALIFORNIA CORPORATION








AS
LANDLORD





AND





MINISTRY
PARTNERS INVESTMENT CORPORATION,


A
CALIFORNIA CORPORATION








AS
TENANT











OFFICE
LEASE THIS
OFFICE LEASE (this "Lease") is made as of
October ___, 2008 between EVANGELICAL CHRISTIAN CREDIT UNION, a California
corporation ("Landlord"), and the
tenant specified in the Basic Lease Information ("Tenant"), upon the
following terms and conditions:


1.           BASIC
LEASE INFORMATION.




The terms
and conditions of this Lease shall include, without limitation, the following
basic Lease information ("Basic Lease
Information"):




Premises
              4,970
      rentable square feet (4,360 usable square feet) located at Suite 120
      on the first floor of the BuildingLandlord
              Evangelical
      Christian Credit Union, a California corporationAddress
      of Landlord for Notices
              Evangelical
      Christian Credit Union
                950
      W. Imperial Highway
                Brea,
      CA 92821
                Attention:  
      Alan Weisenberger
                Telephone:
      (714) 671-5700, x1369
                Telecopy:  
      (714) 671-5798
                
                and
      a copy to:
                
                Dorn-Platz
      Properties
                210
      South Orange Grove Blvd.
                Pasadena,
      CA 91105
                Attention: 
      Greg Galletly
                Telephone:
      (626) 204-5200
                Telecopy:   (626)
      204-5201Tenant
              Ministry
      Partners Investment Corporation, a California corporationAddress
      of Tenant for Notices
              Before
      the Commencement Date:
                
                Ministry
      Partners Investment Corporation
                Attention:
      Bill Dodson, President
                955
      W. Imperial Highway, Suite 101
                Brea,
      CA  92821
                Telephone: 
      714.671.5700, x1436
                Telecopy:     714.671.5767
                
                -
      and –
                
                Ministry
      Partners Investment Corporation
                Attention:
      Sue Reilly, VP Finance and Accounting
                955
      West Imperial Highway
                Brea,
      CA  92821
                Telephone: 714.671.5700,
      x1461
                Telecopy:    714.671.5767
                
                After
      the Commencement Date:
                
                Ministry
      Partners Investment Corporation
                Attention:
      Bill Dodson, President
                915
      W. Imperial Highway, Suite 120
                Brea,
      CA 92821
                Telephone: 
      714.671.5700, x1436
                Telecopy:    714.671.5767
                
                -
      and -
                
                Ministry
      Partners Investment Corporation
                Attention:
      Sue Reilly, VP Finance and Accounting
                915
      West Imperial Highway, Suite 120
                Brea,
      CA  92821
                Telephone: 
      714.671.5700, x1461
                Telecopy:    714.671.5767
  2
   Permitted
      Uses
                General
      office and administrative.Parking
                20
      parking spaces.Initial
      Term
                Five
      (5) years plus the partial month, if any, between the Commencement Date
      and the first day of the following calendar month and an option to renew
      for two (2) additional periods of five (5) years each.Commencement
      Date
                The
      day which is the later of (i) fifteen (15) days following the date of
      Substantial Completion of the Tenant Improvements (both as defined in
      Tenant Work Letter attached hereto at Exhibit C) or (ii) when Tenant
      commences to conduct business from the
Premises.
  Base
      Rent
                  Lease Months
                Monthly
      Base Rent Per
                  Rentable Square FootCommencement Date –
      12
                $1.8013 – 24
                $1.9025 – 36
                $2.0037 – 48
                $2.0549 – 60
                $2.10
  Security
      Deposit
                $8,946.00Landlord's
      Broker
                Cushman
      & Wakefield of California, Inc.Tenant's
      Broker
                None






3


2.           PREMISES.




2.1           BASIC
PREMISES.  Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, upon the terms and conditions set forth in this Lease, those
certain premises (the "Premises") described
in the Basic Lease Information and depicted on Exhibit A
attached hereto and hereby made a part hereof.  For purposes of this
Lease, the square footage of the Premises as set forth in the Basic Lease
Information is approximate and subject to adjustment as determined by Landlord
in accordance with the standards set forth in ANSI Z65.1-1996, as promulgated by
the Building Owners and Managers Association ("BOMA
Standard").  The Premises are located in an existing two-story
office building (the "Building") having an
address of 915 W. Imperial Highway, Brea,
California  92821.  The Building is located upon one or more
parcels of real property that includes other buildings and improvements (the
"Project.")  Except
as specifically set forth in this Lease and in the Tenant Work Letter attached
hereto as Exhibit C (the
"Tenant Work Letter"), Landlord shall not be obligated to provide or pay for any
improvement work or services related to the improvement of the
Premises.  Tenant also acknowledges that neither Landlord nor any
agent of Landlord has made any representation or warranty regarding the
condition of the Premises, the Building or the Project with respect to the
suitability of any of the foregoing for the conduct of Tenant's business except
as specifically set in this Lease and the Tenant Work Letter.  Except
as set forth below and subject to the terms of the Tenant Work Letter, the
taking of possession of the Premises by Tenant shall conclusively establish that
the Premises and the Building or at such time and good and sanitary order,
condition and repair.  Landlord warrants that as of the Commencement
Date the electrical, plumbing, fire sprinkler, and heating, ventilation and air
conditioning system serving the Premises shall be in good operating condition
and that the structural portions of the roof, bearing walls and foundation of
the Building shall be free from material defects.




2.2           COMMON
AREAS.  The term "common areas" as used in this Lease shall mean all
areas and facilities outside the Premises and within the exterior boundaries of
the Project which are provided and designated from time to time by Landlord for
the general use and convenience of Tenant and other tenants of the Project and
their respective employees, invitees or other visitors.  Common areas
include, without limitation, the lobby area, walkways, parking areas, trash
areas, landscaped areas, walkways, sidewalks, driveways, monument signage,
service quarters, hallways, restrooms (if not part of the Premises), stairways
(excluding private stairways which may be reserved for the exclusive use of one
or more other tenants), elevators (except elevators which may be reserved for
the exclusive use of one or more other tenants), walls, fire stairs, telephone
and electric closets, aisles, truck docks, plazas, service areas and all other
common and service areas of the Project.  Tenant, its employees,
clients, customers, suppliers, contractors, vendors, and invitees shall have the
nonexclusive right to use the common areas along with others entitled to use the
same, subject to Landlord's rights as hereinafter set forth and subject to the
other provisions of this Lease.  Without Tenant's consent and without
liability to Tenant, and provided that Landlord uses reasonable efforts to
minimize any materially adverse effect upon Tenant's use of and access to the
Premises, Landlord may do any of the following from time to time:  (a)
establish and enforce reasonable rules and regulations concerning the
maintenance, management, use and operation of the common areas which rules and
regulations; (b) close off any of the common areas to whatever extent required
in the reasonable opinion of Landlord to prevent a dedication of any of the
common areas or the accrual of any rights by any person or the public to the
common areas; (c) close any of the common areas for maintenance, alteration or
improvement purposes; (d) select, appoint and/or contract with any person for
the purpose of operating and maintaining the common areas; (e) change the size,
use, shape or nature of any of the common areas; and/or (f) withdraw one or more
areas from use as common area.




4


2.3           PARKING.




(a)           For
so long as this Lease remains in full force and effect, Tenant shall have a
license to use such number of parking spaces as is specified in the Basic Lease
Information in the parking facilities designated by
Landlord.  Tenant's parking shall be on a "first-come, first-served",
self-park, non-tandem basis, and shall be subject to Landlord's reasonable rules
and regulations adopted from time to time with respect thereto.  Such
number of parking spaces shall be provided free of charge to Tenant's employees
during the Initial Term.  Landlord shall make commercially reasonable
efforts to ensure that Tenant's parking rights are not infringed upon by other
tenants.  Tenant may not sell, assign or transfer its parking rights
under this Lease, except pursuant to a permitted sublease or assignment of this
Lease.




(b)           Tenant
shall not suffer or allow its employees, guests, contractors or other agents and
representatives to infringe upon the parking rights of others to whom Landlord
has granted parking rights.  With respect to parking by persons other
than Tenant's employees, Landlord reserves the right at any time to institute a
system of validated and/or charged parking at hourly, daily, weekly or monthly
rates, or such other rate system as reasonably determined by Landlord from time
to time; provided, however, Tenant shall be permitted to use its allotted
parking spaces for use by its employees and invitees in the conduct of its
ordinary business.  Landlord reserves all further rights and authority
with respect to the use and control of parking including without limitation the
right to rearrange, add or relocate parking spaces and improvements on, under or
above the parking areas, to temporarily close all or any portion of the parking
areas for the purpose of maintaining, repairing, restoring, altering or
improving same, to permanently close all or any portion of the parking areas for
any purpose, provided that Landlord furnishes reasonably suitable alternative
parking to Tenant, and to do and perform such other acts in, to and with respect
to the parking areas as Landlord reasonably deems appropriate.


5


3.           TERM.




3.1           TERM.  Unless
sooner terminated as provided in this Lease, the initial term of this Lease (the
"Initial Term")
shall be for that period of years and months set forth in Basic Lease
Information, as the same may be extended in accordance with any option or
options to renew the Term granted in this Lease (as so renewed, the "Term"), and shall
commence on the Commencement Date.  Upon request of either party,
Landlord and Tenant shall reasonably and promptly agree upon the form of, and
shall execute, a memorandum of the occurrence of the Commencement
Date.  If permission is given to Tenant, in Landlord's sole
discretion, to enter or occupy the Premises prior to the Commencement Date, such
early entrance or occupancy shall be subject to all the terms of such permission
and all the provisions of this Lease which could be reasonably and logically
construed as applying thereto and Tenant shall not in any way interfere with or
delay any work from being completed by Landlord or otherwise cause additional
cost or expense to Landlord; provided, however, Tenant shall not be required to
pay Base Rent for any period prior to the Commencement Date.




3.2           RENEWAL
OPTION.




(a)           Tenant
shall have the option (the "Renewal Option") to
renew the Lease, exercisable only as to the entire Premises, for two (2)
additional periods (each a "Renewal Period") of
five (5) years each commencing upon the day immediately following the day on
which the Term would otherwise expire, upon the same terms and conditions set
forth in the Lease, as theretofore amended, except the following provisions
shall not apply:  (i) the provisions of the Tenant Work Letter, if any
(which shall no longer be executory); and (ii) Section 4.1 regarding
Base Rent (which shall be determined as set forth below).  A Renewal
Option may be validly exercised only by notice in writing received by Landlord
not earlier than twelve (12) months, and not later than nine (9) months, prior
to commencement of the Renewal Period in question.  If Tenant is in
default under the Lease beyond notice and applicable cure period during the
period commencing on the date of exercise of the Renewal Option and ending on
the date of commencement of the Renewal Period, then the exercise of the Renewal
Option shall be conclusively deemed invalid, and the Renewal Option (including
the Renewal Option for the second Renewal Period if the Renewal Option is not
properly exercised for the first Renewal Period) shall automatically
terminate.  If Tenant does not exercise the Renewal Option in strict
accordance with this Section, then the Renewal Option (including the Renewal
Option for the second Renewal Period if the Renewal Option is not properly
exercised for the first Renewal Period) shall automatically and irrevocably
terminate.




(b)           Base
Rent during each Renewal Period (the "Renewal Period Base
Rent") shall be equal to the Fair Market Rental for the Premises occupied
by Tenant.  The term "Fair Market Rental"
for the purpose of this Lease, shall mean and refer to the rate being charged by
Landlord and other landlords at the time of exercise of a Renewal Option for
non-renewal, non-expansion, then-current, comparable non-sublease,
non-encumbered, non-equity space ("Comparable Space") in
the Building and in other first class institutional quality office buildings in
the immediate area of the Building, and in the vicinity of Brea, California
("Comparable
Buildings"), similarly improved or if not similarly improved, adjusted to
take into account any difference between the terms and conditions of the Lease
and the terms and conditions of the leases for the Comparable Space including
without limitation the value of the improvements in place, available tenant
improvement allowances, the floor level on which the premises are located, the
length of the term, the extent of services to be provided to the premises, the
date of lease execution and commencement, and any other material terms or
conditions affecting the value thereof.




6


(c)           Within
twenty (20) calendar days after exercise by Tenant of a Renewal Option, Landlord
shall deliver a written notice (the "Renewal Period Rent
Notice") to Tenant of Landlord's determination of the Fair Market Rental,
and the amount of Renewal Period Base Rent.  Within ten days of
delivery of the Renewal Period Rent Notice, Tenant shall deliver a written
notice to Landlord stating whether Tenant agrees or does not agree with
Landlord's determination of Fair Market Rental.  If Tenant agrees,
then Base Rent during the Renewal Period in question shall be as set forth in
the Renewal Period Rent Notice.  If Tenant does not agree, then
Landlord and Tenant shall each, within thirty (30) calendar days after exercise
by Tenant of the Renewal Option, each choose one reputable real estate appraiser
that is active in the area of the Project (excluding employees of Landlord's
Broker and Tenant's Broker) to act as its appraiser of the Fair Market
Rental.  Each such appraiser shall be a member of the Appraisal
Institute (or any successor association or body of comparable standing) and
shall have been engaged in the appraisal of commercial real estate situated in
the area of the Project for a period of not less than five (5) years immediately
preceding his appointment.  If the two appraisers agree upon a Fair
Market Rental within forty (40) calendar days after exercise by Tenant of the
Renewal Option for the Renewal Period, then the Fair Market Rental shall be the
amount so agreed.  If the two appraisers cannot agree upon a Fair
Market Rental within such forty-day period, but the difference between their
appraisals of Fair Market Rental at such time is less than 5% of the
mathematical average of the two appraisals, then the Fair Market Rental for the
Renewal Period shall be the mathematical average of the two
appraisals.




(d)           If
the two appraisers cannot agree upon a Fair Market Rental within such forty-day
period, and the difference between the amounts of their appraisals of Fair
Market Rental is more than 5% of the mathematical average of the two appraisals,
then the two appraisers shall select a third appraiser within fifty (50)
calendar days after exercise by Tenant of the Renewal Option.  If a
third appraiser is not selected within such fifty-day period, then either
Landlord or Tenant may apply to the American Arbitration Association for the
appointment of a third appraiser meeting the qualifications required of a
party's appraiser.  Both parties shall pay to the third appraiser, in
advance, an amount equal to one-half of the appraisal fee of the third
appraiser, as estimated by the third appraiser.  The third appraiser
shall use his best judgment to determine his appraisal of the Fair Market
Rental.  If a third appraiser is appointed pursuant to this Section,
then the Fair Market Rental for the Renewal Period shall be an amount equal to
the arithmetical average of the three appraisals of the three appraisers, with
the amount of the appraisals of the party's appraisers being the amount
immediately prior to the expiration of the forty-day period for agreement of the
two appraisers.  Notwithstanding the foregoing, if the difference
between a party's appraisal and the arithmetical average of the three appraisals
is more than 10%, then such party's appraisal shall be disregarded, and the Fair
Market Rental for the Renewal Period shall be an amount equal to the
arithmetical average of the third appraiser's appraisal and any party's
appraisal not so disregarded (or shall equal the third appraiser's appraisal if
both party's appraisals are disregarded).  All costs and expenses of
the third appraiser shall be paid or reimbursed by the party whose amount is
furthest from the appraisal of Fair Market Rental determined by the third
appraiser.




7


(e)           If
the Renewal Period Base Rent shall not have been determined by commencement of
the Renewal Period, then Tenant shall pay as Base Rent, the sum of Base Rent and
Additional Rent for the twelve (12) month period immediately preceding the
Renewal Period until such time as the Renewal Period Base Rent is determined by
appraisal, whereupon Tenant shall pay any additional amount due to Landlord
based upon such subsequent determination of Fair Market Rental (which
determination shall be effective as of commencement of the Renewal
Period).  If the Base Rent so paid by Tenant is higher than that
determined by the appraisal process, then Landlord shall reimburse such
difference to Tenant.




(f)           Notwithstanding
anything herein to the contrary, Base Direct Costs for a Renewal Period shall be
the Direct Costs for calendar year 2009.




(g)           There
shall be no parking charges for the first Renewal Period.  Parking
charges, if any, for the second Renewal Period shall be as determined by
Landlord.




(h)           Notwithstanding
anything herein to the contrary, in the event Tenant exercises the second
Renewal Option, Landlord may, within twenty (20) calendar days after receipt of
Tenant's written notice exercising such second Renewal Option, deliver written
notice to Tenant to recapture the Premises for Landlord's own
use.  Such election to recapture shall cancel and terminate Tenant's
exercise of the second Renewal Option and this Lease shall expire on the then
scheduled expiration date as if the second Renewal Option had not been
exercised.




4.           BASE
RENT; SECURITY DEPOSIT.




4.1           BASE
RENT.  Tenant shall pay to Landlord as base rent ("Base Rent") for the
Premises, without prior notice or demand, throughout the Initial Term, the
amount(s) so specified in the Basic Lease Information applicable to the
period(s) specified therein, in advance, in equal monthly installments, on or
before the first day of each and every calendar month during the Term
hereof.  If the Commencement Date is other than the first day of the
calendar month, Base Rent and any other rent due under this Lease for the
partial calendar month shall be a prorated portion of the initial Base Rent
based upon the actual days elapsed in such period and the actual days in such
calendar month.  Base Rent for any other period during the Term which
is less than one (1) month shall be a prorated portion of the monthly amount
due.  Rent and all other amounts due to Landlord shall be paid to
Landlord, without deduction, offset or abatement, except as may otherwise be
expressly set forth in this Lease, at Landlord's address as specified in the
Basic Lease Information or to such other person or address as Landlord may from
time to time designate in writing.  Landlord shall have the right to
accept all rent and other payments, whether full or partial, and to negotiate
checks in payment thereof without any waiver of rights, irrespective of any
conditions to the contrary sought to be imposed by Tenant.  Rent
hereunder shall be deemed paid to Landlord when good funds representing the rent
are actually received and collected by Landlord, or its designee.  As
additional consideration for Tenant's entry into this Lease, Landlord waives
Base Rent for month 2 of the Initial Term; provided, however, such Base
Rent shall become immediately due and payable upon a breach by Tenant under this
Lease which breach is not cured within any applicable notice or grace
period.




8


4.2           SECURITY
DEPOSIT.




(a)           Concurrently
herewith, Tenant shall pay to Landlord a security deposit in the amount set
forth in Basic Lease Information.  Such security deposit, as it may be
increased from time to time pursuant to the terms of this Lease, is referred to
herein as the "Security
Deposit".  If the Base Rent increases during the Renewal
Period, Tenant shall, upon written request from Landlord, deposit additional
monies with Landlord to be added to and become part of the Security Deposit so
that at all times during the Renewal Period the Security Deposit shall equal
Base Rent for the last month of the renewal period.  If Tenant desires
to modify the permitted use of the Premises and Landlord has agreed to such
modification, Landlord may, as a condition to providing its consent to such
alteration, require that the Security Deposit be increased to the extent
necessary, in Landlord's reasonable judgment, to account for any increased wear
and tear that the Premises may suffer as a result of such modification of a
permitted use.




(b)           If
Tenant defaults in the performance of any of the terms of this Lease (including,
without limitation, the payment of Base Rent or Tenant's Share of Direct Costs),
Landlord may use, apply or retain the whole or any part of the Security Deposit
in the amount due under this Lease or for any sum which Landlord may expend or
may be required to expend by reason of Tenant's default (including, without
limitation, any damages or deficiency in the re-letting of the Premises, whether
accruing before or after summary proceedings or other re-entry by
Landlord).  In the case of every such use, application or retention,
Tenant shall, within ten (10) business days of demand, pay to Landlord a sum in
cash equal to the amount so used, applied or retained which shall be thereafter
become part of the Security Deposit.  If Tenant shall fully and
punctually comply with all of the terms of this Lease, the Security Deposit
shall be promptly returned to Tenant after this Lease shall have expired or
terminated and Tenant shall have delivered exclusive possession of the Premises
to Landlord.




4.3           CURRENT
PREMISES.  Tenant currently leases space from Landlord at 955 West
Imperial Highway, Brea, California 92821.  Tenant's obligation to pay
base rent under its existing lease for such space shall terminate on the
Commencement Date so long as Tenant has delivered possession of such other space
to Landlord on or before the Commencement Date.




5.           ADDITIONAL
RENT.




5.1           TENANT'S
SHARE OF DIRECT COSTS.  If, in any calendar year during the Term of
this Lease, the Direct Costs (as hereinafter defined) shall exceed the Base
Direct Costs (as hereinafter defined), Tenant shall pay as additional rent, in
addition to and at the time provided for payment of Base Rent, an amount equal
to Tenant's Share of Direct Costs (as hereinafter defined); provided, however,
in no event shall Tenant be obligated to pay additional rent on account of
Tenant's Share of Direct Costs for any period prior to the first anniversary of
the Commencement Date.




9


5.2           DEFINITIONS.




"Base Direct Costs"
shall mean the Direct Costs for calendar year 2009.




"Direct Costs" for any
calendar year shall mean the aggregate sum of the Operating Costs and the Tax
Costs for such calendar year.




"Direct Costs
Increase" for any calendar year shall be a sum equal to the Direct Costs
for such calendar year minus the Base Direct Costs; provided that Direct Costs
Increase shall never be less than $0.




"Operating Costs" for
any calendar year shall mean the sum of the following:  any and all
costs, expenses and disbursements paid or incurred by Landlord in connection
with the management, operation, security, janitorial, maintenance and repair of
the Project (as it may exist from time to time) including, but not limited to,
salaries, wages, benefits and related costs for individuals actively engaged in
the management of the Project; management fees, either as charged to Landlord by
outside management companies or an amount not exceeding the amount typically
charged by outside management companies if Landlord, or a member or affiliate of
Landlord, manages the Project itself, together with the rental value of space
occupied as the Project management office; charges for utilities and services
(including any taxes thereon); the cost of insurance; the cost of cleaning and
building supplies and materials; any amounts payable under any and all
reciprocal easement agreements and covenants, conditions and restrictions (as
same may be supplemented or amended from time to time); a reasonable allowance
for depreciation (or amortization) determined in accordance with generally
accepted accounting principles, consistently applied, with respect to machinery
and equipment and all other capital expenditures and improvements; and costs
relating to the financing of capital investment items (which, if internally
financed, shall include interest at an annual rate reasonably determined by
landlord).  If, during any calendar year (including, without
limitation, any base year), the Building is less than ninety-five percent (95%)
occupied, the Operating Costs shall be adjusted to reflect the Operating Costs
of the Building as though ninety-five percent (95%) occupied.




"Tax Costs" for any
calendar year shall mean the sum of the following:  any and all real
property taxes (including, without limitation, real property tax increases
pursuant to California Revenue
& Taxation Code Section 60 et seq.), assessments (including, but
not limited to, general and special assessments), charges, surcharges, license
and other fees, levies, costs of improvement bonds, penalties (to the extent
such penalties are not imposed as a result of Landlord's negligence), and any
and all other taxes (other than income, sales, franchise and estate taxes of
Landlord) on or relating to all or a portion of the Project (as it may exist
from time to time) including, but not limited to, walkways, parking facilities,
common areas, landscaped areas, fountains and art works or any legal or
equitable interest of Landlord therein which may be imposed, levied, assessed or
charged for any reason by any authority having the direct or indirect power to
tax including, but not limited to, the United States or the state, county or
city in which the Building is located or any other local governmental authority,
agency, district or political subdivision thereof, together with personal
property taxes, assessments, fees and charges (other than those paid by Tenant
pursuant to Section29) and fees of tax consultants and attorneys retained
to seek a reduction, to contest or to act in some other manner in connection
with any of the foregoing Tax Costs, together with any tax, assessment or other
amount (including, without limitation, commercial rental taxes) imposed, levied
or charged as a substitute for or a supplement to the foregoing.  Tax
Costs for each tax year shall be prorated by Landlord in its reasonable
discretion to determine the Tax Costs for the subject calendar
year.




10


"Tenant's Share" shall
mean a fraction, expressed as a percentage, (a) the numerator of which is the
rentable square footage of the Premises and (b) the denominator of which is the
rentable square footage of the Building.




"Tenant's Share of Direct
Costs" for any calendar year shall be an amount equal to (a) the Tenant's
Share multiplied by (b) the Direct Costs Increase.




5.3           DIRECT
COSTS ESTIMATE.  Prior to the commencement of calendar year 2009 and
each calendar year thereafter during the Term, Landlord shall furnish to Tenant
a written statement or statements showing in reasonable detail Landlord's
estimate of Tenant's Share of Direct Costs for the immediately succeeding
calendar year (the "Direct Costs
Estimate").  Commencing with the first payment of Base Rent in
the immediately succeeding calendar year, and concurrently with the payment of
Base Rent in each succeeding payment of Base Rent in such calendar year, Tenant
shall make a payment to Landlord in respect of Tenant's Share of Direct Costs in
an amount equal to 1/12th of the
Direct Costs Estimate for such calendar year.  Neither Landlord's
failure to deliver, nor the late delivery of, a Direct Costs Estimate shall
constitute a default by Landlord hereunder or a waiver of Landlord's right to
collect any estimated or actual Direct Costs.  If Landlord does not
deliver a Direct Costs Estimate for a calendar year prior to the commencement of
such calendar year, then Tenant shall make payments to Landlord in respect of
Tenant's Share of Direct Costs in the amounts set forth in the then-most recent
Direct Costs Estimate delivered by Landlord.  If Landlord determines
that a Direct Costs Estimate previously delivered for any calendar year is or
was inaccurate in any respect, then Landlord may, at any time prior to the
expiration of such calendar year, deliver from time to time one or more
additional Direct Costs Estimates, and Tenant shall thereafter adjust its
payments in respect of Tenant's Share of Direct Costs so that Landlord will
receive, prior to the end of such calendar year, an aggregate amount equal to
the then-most recent Direct Costs Estimate delivered by Landlord.




5.4           DIRECT
COSTS RECONCILIATION.  Within one hundred twenty (120) days following
the end of each calendar year for which Landlord has delivered a Direct Costs
Estimate, Landlord shall furnish to Tenant a written statement of reconciliation
(the "Direct Costs
Reconciliation") showing in reasonable detail Landlord's actual Direct
Costs for such calendar year.  If the Direct Costs Reconciliation
shows that an additional amount should have been paid by Tenant to Landlord in
respect of Direct Costs, then Tenant shall pay such amount to Landlord within
twenty (20) days after receipt of the Direct Costs Reconciliation.  If
the Direct Costs Reconciliation shows that a lesser amount should have been paid
by Tenant to Landlord in respect of Direct Costs, then such amount shall be
credited against the next installment of Base Rent payable by Tenant or, if no
further Base Rent is due hereunder, such amount shall be delivered to Tenant
within thirty (30) days after delivery of the Direct Costs
Reconciliation.  Landlord's failure to deliver the Direct Costs
Reconciliation as provided herein shall not constitute a default by Landlord
hereunder nor operate as a waiver of Landlord's right to collect any amounts in
respect of Direct Costs.




11


5.5           AUDIT.  Tenant
shall have the right, during normal business hours at the office of Landlord or
its property manager, and on not less than three calendar days prior written
notice to Landlord, to conduct a reasonable audit of any Direct Costs appearing
on a Direct Costs Reconciliation, provided that such audit is conducted by a
certified public accountant retained by Tenant (which accountant shall have
previous experience in reviewing financial operating records of landlords of
office buildings and shall be retained by Tenant on a non-contingency fee
basis), commenced within 90 calendar days of receipt of such Direct Costs
Reconciliation and is completed within 30 days after
commencement.  If, as a result of such audit, Tenant establishes that
Tenant's Share of Direct Costs charged and collected by Landlord exceeded by
105% the amount which Landlord should have charged and collected, then Landlord
shall pay, or reimburse to Tenant, the reasonable costs incurred by Tenant in
performing such audit and the excess shall be credited to Base Rent or delivered
to Tenant pursuant to the next to last sentence of Section 5.4
above.




6.           RESTRICTIONS
ON USE.  Tenant shall use the Premises only for the purposes specified
in the Basic Lease Information.  Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or
injure or annoy them, nor use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant cause or maintain
or permit any nuisance in or about the Premises, nor shall Tenant cause or
permit any hazardous or toxic waste, substance or material to be brought to the
Premises or used, handled, stored or disposed of in or about the
Premises.  Tenant shall not use the Premises or any part thereof as a
modeling agency, counseling center, testing center, or messenger
service.  Tenant shall not use the Premises or any part thereof for
any laboratory, medical office or retail sales uses.




7.           COMPLIANCE
WITH LAWS.  Tenant shall not use the Premises or permit anything to be
done in or about the Premises which shall in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated.  Tenant shall not do or permit
anything to be done on or about the Premises or bring or keep anything therein
which will in any way increase the rate of any insurance upon the Building in
which the Premises are situated or any of its contents or cause a cancellation
of said insurance or otherwise affect said insurance in any manner, and Tenant
shall at its sole cost and expense 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.




12


8.           IMPROVEMENTS
AND ALTERATIONS.  Without the prior written consent of Landlord,
Tenant shall not make or permit to be made any alterations, additions or
improvements in, on or to the Premises or the Project or any part
thereof.  Tenant shall provide Landlord with at least ten (10) days
prior notice of commencement of alterations, additions or improvements so that
Landlord can post notices of nonresponsibility.  Notwithstanding any
contrary provisions herein, Tenant shall not, in any event, make any
alterations, additional or improvements which affect structural portions of the
Building or Building systems or which are visible from the exterior of the
Premises or which interfere with or disrupt other tenants in the Building or
with any work then being carried out therein by Landlord or its
contractors.  Any alterations, additions or improvements desired by
Tenant shall be made at Tenant's sole cost and expense in compliance with Section10
below and in accordance with plans and specifications, and pursuant to
governmental permits, approved in advance by Landlord.  Any contractor
selected by Tenant to make same must be bondable and licensed and be approved in
advance by Landlord and must provide insurance coverage acceptable to Landlord
(including, without limitation, a lien-free completion bond).  At
Landlord's option, any alterations, additions or improvements desired by Tenant
shall be made by Landlord (or its contractors) for Tenant's account, and Tenant
shall pay the cost thereof to Landlord prior to Landlord's contracting for such
work; provided, however, that the bid obtained by Landlord shall not exceed the
lowest bona fide bid, from a contractor reasonably satisfactory to Landlord,
theretofore obtained by Tenant and communicated to Landlord.  Upon
completion of any alterations, additions or improvements, Tenant shall furnish
to Landlord a set of "as built" plans and specifications therefor, and, within
ten (10) days after completion, Tenant shall cause an appropriate notice of
completion to be recorded in the Official Records of Orange County,
California.  Tenant shall cause all such alterations, additions or
improvements to be completed in good, workmanlike, diligent, prompt and
expeditious manner in compliance with all applicable laws.  Landlord's
approval of Tenant's plans and specifications shall not constitute a
representation or warranty of Landlord as to the adequacy thereof or compliance
thereof with applicable laws.  With respect to any alterations,
conditions and/or improvements the cost of which exceeds Fifty Thousand Dollars
($50,000) in the aggregate, Tenant shall pay to Landlord a fee equal to five
percent (5%) of the total cost of the subject work in excess of Fifty Thousand
Dollars ($50,000) for reviewing Tenant's plans and specifications and Landlord's
coordination, scheduling and review of the subject work, regardless of whether
Landlord or Tenant contracts for such work.




9.           REPAIRS
AND MAINTENANCE.




9.1           CONDITION
OF PREMISES; TENANT OBLIGATION TO REPAIR.  By taking possession of the
Premises, Tenant shall be deemed to accept the Premises as being in the
condition in which Landlord is obligated to deliver them and otherwise in good
order, condition and repair.  Subject to the provisions of Section23
below and except for damage caused by Landlord or its agents, Tenant shall, at
all times during the Term hereof and at Tenant's sole cost and expense, keep the
Premises and every part thereof in good order, condition and
repair.  Tenant hereby waives any and all rights under the benefits of
subsection 1 of Section 1932, and Sections 1941 and 1942, of the Civil Code of
California and any similar law, statute or ordinance now or hereafter in
effect.  It is hereby understood and agreed that Landlord has no
obligation to alter, remodel, improve, repair, decorate or paint the Premises or
any part thereof, except as specified in Section23
below; and that no representations relating to the condition of the Premises,
the Building or the Project have been made by Landlord (or any employee or agent
thereof) to Tenant, except as may be expressly set forth in this
Lease.




13


9.2           LANDLORD
OBLIGATIONS.  Subject to the provisions of
Section9.1above and Section23below, Landlord shall maintain the common areas, the
foundation and structural portions of the Building (including the exterior
walls, exterior roof, fire/life/safety systems, but excluding the windows), and
the Building systems providing the services and utilities to be furnished by
Landlord pursuant to Section14.1below, in reasonably good order and
condition.




10.           LIENS.  Tenant
shall keep the Project free from any liens arising out of any work performed,
material furnished or obligations incurred by Tenant.  In the event
that Tenant shall not, within ten (10) days following the imposition of any such
lien, cause the same to be released of record by payment or posting of a proper
bond, Landlord shall have, in addition to all other remedies provided herein and
at law or in equity, the right, but no obligation, to cause same to be released
by such means as it shall deem proper including, but not limited to, payment of
the claim giving rise to such lien.  All such sums paid by Landlord
and all expenses incurred by it in connection therewith, including without
limitation Landlord's attorneys' fees, shall be considered additional rent and
shall be payable to it by Tenant on demand with interest at the Interest Rate
(as defined below).  Landlord may require, at Landlord's sole option,
that Tenant cause to be provided to Landlord, at Tenant's sole cost and expense,
a performance and labor and materials payment bond acceptable to Landlord with
respect to any improvements, additions or alterations to the
Premises.  Landlord shall have the right at all times to post and keep
posted on the Premises any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord, the Project and any
other party having an interest therein from mechanics' and materialmen's liens,
and Tenant shall give to Landlord at least five (5) business days' prior notice
of commencement of any work on the Premises.




11.           ASSIGNING
AND SUBLETTING.




11.1           NO
ASSIGNMENT BY TENANT.  Tenant shall not assign, sublease or otherwise
transfer, voluntarily, by operation of law or otherwise, any interest herein or
in the Premises or any portion thereof, nor shall Tenant permit any transferee
to further assign, sublease or otherwise transfer any such interest, without
Landlord's prior written consent, which shall not be unreasonably
withheld.  For purposes of this Section11.1, the term "transfer" shall include, without limitation,
entering into any license or concession agreement or otherwise permitting any
third party other than Tenant and Tenant's employees, contractors, invitees and
guests to occupy or use the Premises or any portion thereof.  In
determining whether to grant such consent, Landlord may consider various factors
including, without limitation, the following:  (a) business criteria
relating to the proposed transferee's background, experience, reputation,
general operating ability and ability to perform Lease obligations, and
potential for succeeding in its business, (b) financial criteria relating to the
proposed transferee's financial responsibility, credit rating and
capitalization, (c) the identity and personal characteristics of the proposed
transferee and its invitees and guests, (d) whether the proposed use by the
transferee is a Permitted Use under this Lease, and (e) the density of the
proposed use such as the number of employees and visitors and the burden caused
thereby on the Building.  Without limiting the generality of the
foregoing, Landlord hereby reserves the right to condition any such consent upon
Landlord's determination that (i) the proposed transferee is at least as
financially and morally responsible as Tenant then is, or was upon the execution
hereof, whichever is greater, and (ii) the proposed transferee shall use the
Premises in compliance with the uses permitted in Section6above.  Notwithstanding any provision in
this Lease to the contrary, Tenant shall not enter into any proposed assignment,
sublease or other transfer of any interest herein or in the Premises which would
result in (A) detraction from the first-class character or image of the Building
or diminution in the value thereof, (B) the Premises being occupied by more than
three (3) tenants, or (C) a breach by Landlord of any then existing exclusive
right in favor of any other tenant of the Building, any loan obligation or
agreement, any covenants, conditions and restrictions of record, or any
insurance policy.  Hypothecation and encumbering of any of Tenant's
interest herein is prohibited.  Tenant shall submit the following
information with a written request for Landlord's consent to any
assignment, sublease or transfer: (i) all transfer and related documents, (ii)
financial statements, (iii) business, credit and personal references and
history, and (iv) such other information as Landlord may reasonably request
relating to the proposed transfer and the parties involved
therein.  Any assignment, sublease or transfer which does not comply
with the provisions of this Section11.1
shall be voidable at the option of Landlord and shall constitute a breach of and
default under this Lease by Tenant.  Notwithstanding anything to the
contrary in this Lease, if Tenant or any proposed transferee claims that
Landlord has unreasonably withheld or delayed its consent or otherwise has
breached or acted unreasonably under this Section 11, their sole remedies
shall be a suit for declaratory judgment and an injunction for the relief
sought, and Tenant hereby waives all other remedies, including, without
limitation, any right at law or equity to terminate this Lease, on its own
behalf and, to the extent permitted under all applicable laws, on behalf of the
proposed transferee.






14




11.2           EXCESS
PAYABLE TO LANDLORD.  With respect to any assignment, sublease or
other transfer of any interest herein or in the Premises, Tenant shall,
notwithstanding any contrary provision herein, pay to Landlord, within thirty
(30) days of Tenant's receipt thereof, one-half (1/2) of the amount by which all
rental and other payments (whether paid in installments, as lump sums, or
otherwise) relating to the space in question received by Tenant exceed the Base
Rent, Tenant's Share of Direct Costs and other amounts payable pursuant to this
Lease for the subject period with respect to such space (with the rental and
other amounts payable by Tenant for the Premises allocated on the basis of
rentable area).  Amounts payable under this Section by Tenant to
Landlord shall be calculated after deducting the reasonable expenses incurred by
Tenant for any brokerage commissions in connection with the assignment, sublease
or transfer.  The provisions of this Section shall apply regardless of
whether such assignment, sublease or other transfer is made in compliance with
the provisions of this Lease.  Any payments made to Landlord pursuant
to this Section shall not cure any default under this Lease arising from such
assignment, sublease or transfer.  Tenant shall not artificially
structure any sublease, assignment or other transfer in order to reduce the
amount payable to Landlord under this Section, nor shall Tenant take any other
steps for the purpose of circumventing its obligation to pay amounts to Landlord
under this Section; in the event that Tenant does same, the amount payable to
Landlord under this Section shall be the amount that would have been payable to
Landlord had same not occurred.  Landlord may condition its consent to
any assignment, sublease or transfer upon Tenant's compliance with the
immediately preceding sentence.




15




11.3           COSTS
OF PROCESSING ASSIGNMENT.  Whether or not Landlord consents to any
proposed assignment, sublease or other transfer, Tenant shall pay Landlord's
reasonable review and processing fees, as well as any reasonable professional
fees (including, without limitation, attorneys', accountants', architects',
engineers', and consultants' fees) incurred by Landlord, within thirty (30) days
after written request by Landlord, in an amount not to exceed One Thousand
Dollars ($1,000) in the aggregate, for any such assignment, sublease or other
transfer in the ordinary course of business (for purposes hereof, an assignment,
sublease, or other transfer shall be deemed not to be in the "ordinary course of
business" if Landlord is required to review documentation related to such
assignment, sublease, or other transfer on more than two (2) separate
occasions).




11.4           NO
RELEASE, NO WAIVER.  No assignment, sublease or other transfer, even
with the consent of Landlord, shall result in Tenant's being released from any
of its obligations hereunder.  Landlord's consent to any one transfer
shall apply only to the specific transaction thereby authorized and such consent
shall not be construed as a waiver of the duty of Tenant or any transferee to
obtain Landlord's consent to any other or subsequent transfer or as modifying or
limiting Landlord's rights hereunder in any way.  Upon any assignment
hereof, the assignee shall assume in writing all obligations and covenants of
Tenant thereafter to be performed or observed hereunder.  Landlord's
acceptance of rent directly from any assignee, subtenant or any other transferee
shall not be construed as Landlord's consent thereto nor Landlord's agreement to
accept the attornment of any subtenant in the event of any termination of this
Lease.  In no event shall Landlord's enforcement of any provision of
this Lease against any transferee be deemed a waiver of Landlord's right to
enforce any Term of this Lease against Tenant or any other person.  If
Tenant's obligation's hereunder have been guaranteed, Landlord's consent to any
assignment, sublease or other transfer shall not be effective unless the
guarantor also consents to such transaction.




11.5           TRANSFERS
DEEMED ASSIGNMENTS.  If Tenant is a corporation, an unincorporated
association, partnership, or other form of entity, any cumulative transfer,
assignment or hypothecation of any stock or interest in such entity greater than
forty-nine percent (49%) thereof, or any cumulative transfer, assignment or
hypothecation (other than in the ordinary course of business) of any assets of
such corporation, association or partnership greater than forty-nine percent
(49%) thereof, shall be deemed an assignment within the meaning and provisions
of this Section and shall be subject to the provisions hereof.




16


11.6           PERMITTED
ASSIGNMENTS.  Notwithstanding anything in this Section11to the contrary, but subject to the provisions of
Section11.7, Landlord's prior written consent shall not be required,
for any assignment (including without limitation a deemed assignment pursuant to
Section
11.5 hereof) resulting from any of the following:




(a)           any
change in ownership of Tenant resulting from an initial public offering by
Tenant of its capital stock, or




(b)           any
assignment or deemed assignment of this Lease to any of the following: (i) an
entity which prior to the transactions contemplated thereby controlled, was
controlled by or was under common control with Tenant; (ii) an entity which is
the successor by merger of Tenant, or (iii) an entity which purchases of all or
substantially all of Tenant's assets, or




(c)           any
assignment of this Lease to any successor to substantially all of the Tenant's
business and assets, including any transfer by merger, consolidation, conversion
of Tenant to another entity, by operation of law, liquidation or otherwise, so
long as the financial capability of such successor is equal to or greater than
that of Tenant as of the date of this Lease,




provided
that after such assignment or transfer the operation of the business conducted
in the Premises shall be for the purposes permitted by this
Lease.  Tenant shall provide Landlord written notice of such
assignment, sublease or transfer at least ten (10) days prior thereto together
with supporting documentation.  For purposes of this Section 11.6, the
term "control" means owning directly or indirectly fifty percent (50%) or more
of the beneficial interest in such entity, or having the direct or indirect
power to control the management policies of such person or entity, whether through ownership, by contract or
otherwise.  Tenant shall inform Landlord in writing within thirty (30)
days of any assignment or other transfer referred to in this Section11.6.




11.7           NOTICE
OF PERMITTED ASSIGNMENT.  Any transferee approved by Landlord or for
which Landlord's consent is not required, shall, on or prior to the effective
date of the transfer deliver to Landlord a written assignment and assumption,
duly executed by the transferor and transferee, pursuant to which such
transferee assumes all of the terms, covenants, conditions, obligations, duties
and agreements of Tenant hereunder, in form and substance satisfactory to
Landlord.  Any failure or refusal of such transferee to execute or
deliver such assignment and assumption shall constitute a default under this
Lease but shall not release or discharge such transferee from liability
hereunder.




11.8           [INTENTIONALLY
DELETED].




12.           WAIVER;
INDEMNITY.




12.1           TENANT
WAIVER.  Notwithstanding any contrary provision herein, and except to
the extent arising from the negligence or willful misconduct of Landlord and/or
its duly authorized agent, Landlord and/or its agent shall not be liable to
Tenant and Tenant hereby waives all claims against Landlord and Landlord's
Agents for any injury or damage to any person or property or any other loss
(including, but not limited to, injury to Tenant's business or any loss of
income therefrom) of Tenant, Tenant's employees, invitees or any other person in
or about the Premises, the Building or the Project by or from any cause
whatsoever, and, without limiting the generality of the foregoing, whether
caused by water leakage of any character from the roof, walls, basement or any
other portion of the Premises, the Building or the Project, or by gas, fire,
oil, electricity, wires, appliances, plumbing, or air conditioning or by any
interruption of utilities or services, or by any tenant, occupant or other
person, or by any other cause whatsoever in, on or about the Premises, the
Building or the Project.  Notwithstanding any contrary provisions in
this Lease, Landlord and/or its agent shall in no event be liable for
consequential damages hereunder.




17


12.2           INDEMNITY
BY TENANT.  Except to the extent arising from the gross negligence or
willful misconduct of Landlord, Tenant shall indemnify, protect, and defend
Landlord and hold Landlord harmless from or against any and all claims, demands,
losses, damages, liabilities, costs and expenses (including, but not limited to,
reasonable attorneys' fees) arising from the use or enjoyment of the Project,
from the conduct of its business, from any act or omission, work or thing done,
permitted or suffered by Tenant (or any officer, employee, agent, contractor,
representative, licensee, guest, invitee or visitor thereof) in or about the
Project, or from any default under this Lease by Tenant.  If any
action or proceeding is brought against Landlord by reason of any such matter
for which Tenant is responsible, as described in the preceding sentence, Tenant
shall, upon Landlord's request, defend same at Tenant's expense by counsel
satisfactory to Landlord.  Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage of property of
Tenant or injury to persons in or about the Premises from any cause, except to
the extent arising from the gross negligence or willful misconduct of Landlord,
and Tenant hereby waives all claims in respect thereof against Landlord and
Landlord's Agents.  The provisions of this Section12shall survive the expiration or termination of this
Lease with respect to any claims or liability arising from events occurring
prior to such expiration or termination.




12.3           LANDLORD'S
INDEMNIFICATION OF TENANT.  Because Landlord is required to maintain
insurance pursuant to Section 13.2 below and Tenant compensates Landlord
for such insurance as part of Tenant's Share of Direct Costs and because of the
waivers of subrogation in Section 13.3, Landlord shall, with counsel
reasonably acceptable to Tenant (provided, counsel employed by Landlord's
insurer shall be deemed acceptable), indemnify, defend, and hold harmless Tenant
from and against all claims for damages to property outside the Premises to the
extent that such claims are covered by such insurance (or would have been
covered if Landlord had carried the insurance required under this Lease), even
if resulting from the negligent acts or omissions, of Tenant.  In
addition, Landlord shall with counsel reasonably acceptable to Tenant,
indemnify, defend and hold harmless Tenant from and against all claims resulting
from the negligent acts, omissions, willful misconduct of Landlord in connection
with Landlord's activities in, on, or about the Project or Building, except to
the extent that such claim is for damage to the Tenant Improvements (as defined
in the Tenant Work Letter) and Tenant's personal property, fixtures, furniture,
and equipment in the Premises and is covered by insurance that Tenant is
required to obtain under this Lease (or would have been covered had Tenant
carried the insurance required under this Lease).




18


12.4           LANDLORD
NOT RESPONSIBLE.  The Landlord shall not be responsible at any time or
in any event for any latent defect, deterioration or change in the condition of
the Premises, nor for damage to the same or to any property contained therein,
nor for injury to persons whether caused by any overflow or leakage or
obstruction of soil pipes, nor for damage, loss or injury from any other source,
nor for loss of property by theft or otherwise, nor for consequential or special
damages therefrom.




13.           INSURANCE.




13.1           TENANT
INSURANCE REQUIREMENTS.  From and after the date of delivery of
possession of the Premises from Landlord to Tenant and throughout the Term
hereof, Tenant shall carry and maintain, at its own expense, the following
types, amounts and forms of insurance:




13.1.1  GENERAL
LIABILITY INSURANCE.  Tenant shall secure and maintain a policy of
commercial general liability insurance with a combined single limit of Two
Million Dollars ($2,000,000.00) per occurrence in the name of Tenant (with
Landlord and, if requested by Landlord, any managing agents, mortgagee, trust
deed holder, ground lessor or secured party with an interest in this Lease, the
Building or the Project named as additional insured).  Such policy
shall specifically include, without limitation, bodily and personal injury,
broad form property damage, liquor liability (if alcoholic beverages shall be
sold or served, with a license being required therefor, in or on the Premises),
and contractual liability coverage, the last of which shall cover the insuring
provisions of this Lease.  Such policy shall provide coverage on an
occurrence basis.  The amount of such insurance required hereunder
shall be subject to adjustment from time to time as reasonably requested by
Landlord or Landlord's lender provided that the amount shall not exceed such
amounts carried by comparable projects in the
Brea  market.




13.1.2  PROPERTY
INSURANCE.  Tenant shall secure and maintain a policy or policies of
property insurance in the name of Tenant (with Landlord and, if requested by
Landlord, any managing agents, mortgagee, trust deed holder, ground lessor or
secured party with an interest in this Lease, the Building or the Project named
as additional insured) covering any property of Tenant at the Premises and
providing protection against all perils included within the classification of
fire, extended coverage, vandalism, malicious mischief, special extended peril
(all risk) and sprinkler leakage, in an amount equal to at least one hundred
percent (100%) of the replacement cost thereof from time to time (including,
without limitation, cost of debris removal), with an agreed amount endorsement,
and providing protection against loss of income and extra
expense.  Any proceeds from such insurance shall be used for the
repair or replacement of Tenant’s property damaged or destroyed.




13.1.3  WORKERS'
COMPENSATION INSURANCE.  Tenant shall secure and maintain a policy or
policies of workers' compensation and employers' liability insurance in
compliance with all applicable laws.




19


13.1.4  POLICY REQUIREMENTS.  All of
the policies required to be obtained by Tenant pursuant to the provisions of
this Section13.1shall be issued by companies licensed to do business
in California and shall be in form and content reasonably acceptable to
Landlord.  Without limiting the generality of the foregoing, any
deductible amounts under said policies shall be subject to Landlord's approval;
provided, however, Landlord hereby approves a deductible of Ten Thousand Dollars
($10,000) or less.  Claims made insurance is not
acceptable for purposes of complying with this paragraph13.1.  In addition, all insurance policies requested
to be obtained by Tenant hereunder shall contain, an endorsement naming Landlord
as an additional insured (except for any workers compensation
policy).  Tenant shall, prior to delivery of the Premises by Landlord
to Tenant, provide Landlord with copies of and certificates for all insurance
policies.  All insurance policies shall contain an endorsement
providing that they may not be altered or canceled until after thirty (30) days'
written notice to Landlord and to any other additional insureds
thereunder.  Tenant shall, at least thirty (30) days prior to the
expiration of any of such policies, furnish Landlord with a renewal or binder
therefor.  Tenant may carry insurance under a so-called "blanket"
policy, provided that such policy provides that the amount of insurance required
hereunder shall not be prejudiced by other losses covered
thereby.  All insurance policies carried by Tenant shall be primary
with respect to, and non-contributory with and in excess of, any other insurance
available to Landlord.  Such policies shall provide that the interests
of Landlord and any other additional insureds designated by Landlord shall not
be invalidated due to any breach or violation of any warranties, representations
or declarations contained in such policies or the applications
therefor.  If Tenant fails to carry any insurance policy required
hereunder or to furnish copies thereof and certificates therefore pursuant
hereto, Landlord may, but shall not be required to and without limiting Landlord
in the exercise of any other right or remedy, obtain such insurance, and Tenant
shall reimburse Landlord for the costs thereof with the next monthly rental
payments due hereunder.




13.2           LANDLORD
INSURANCE REQUIREMENTS.  During the Term of this Lease, Landlord shall
keep and maintain property insurance for the Project in such amounts, and with
such coverages, and Landlord shall keep and maintain such other insurance,
including without limitation rental loss insurance covering rents and other
proceeds to be paid to Landlord hereunder for a period of up to one (1) year
(and Landlord represents and warrants that it will carry such rental loss
insurance in such amounts) as Landlord may reasonably determine or as any
lienholder may require.  Tenant acknowledges that it shall not be a
named insured in such policies and that it has no right to receive any proceeds
from any such insurance policies carried by Landlord.  Notwithstanding
any contrary provision herein, Landlord shall not be required to carry insurance
covering the property described in Section13.1.2above (except for Tenant Improvements) or covering
perils of flood, earthquake or terrorism.




13.3           WAIVER
OF SUBROGATION.  Tenant and Landlord each hereby waive any and all
rights of recovery for loss or damage against the other, including the officers,
directors, individual partners, employees, agents, representatives or principals
of the other, to the extent that such loss or damage is insured against under
any valid and collectible insurance in force at the time of such loss or
damage.  Tenant's and Landlord’s insurance policies required under
this Lease shall contain an endorsement whereby Tenant's or Landlord’s insurer
thereunder, as applicable, waives all of its rights of subrogation with respect
to the parties to this Lease.




20


13.4           INCREASES
IN PREMIUMS CAUSED BY TENANT.  Tenant shall pay increases in insurance
premiums relating to property in the Project to the extent that any such
increase is specified by the insurance carrier as being caused by Tenant's acts
or omissions or use or occupancy of the Premises.




14.           SERVICES
AND UTILITIES.




14.1           LANDLORD
PROVIDED SERVICES AND UTILITIES; HOURS.  Subject to the provisions
contained elsewhere herein and to the rules and regulations of the Building,
Landlord shall cause to be furnished to the Premises water and electricity, and
heating, ventilation and air conditioning, required in Landlord's judgment for
the comfortable use and occupation of the Premises (but not in excess of such
utilities and services which are customarily furnished in comparable office
buildings in the immediate market area), during the business hours of the
Building, which shall be 7:00 A.M. to 9:00 P.M., Monday through Friday, and 9:00
A.M. to 6:00 P.M., Saturday, except for New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas and other
nationally-recognized holidays determined by Landlord from time to time
("Building Business Hours").




14.2           AFTER
HOURS SERVICES AND UTILITIES; TENANT RESPONSIBILITY.  If Tenant
requires heating, ventilating, or air conditioning ("HVAC")at
times other than Building Premises Hours, the cost to Tenant shall be $60 per
hour which cost is subject to increase based on increases in Landlord's costs
(direct and indirect); provided, however, in no event shall Tenant be charged
more than $250.00 per calendar day for HVAC at times other than Building
Business Hours.  This cost shall be billed and paid monthly. The
system by which after-hours HVAC will be activated (e.g., passcode, cardkey
system, etc.) will be provided by Landlord.




14.3           TENANT
COMPLIANCE WITH LANDLORD REQUIREMENTS.  Tenant shall keep and cause to
be kept closed all window coverings when necessary because of the sun's
position, and Tenant also shall at all times cooperate fully with Landlord and
abide by all the regulations and requirements which Landlord may prescribe for
the proper functioning and protection of the heating, ventilating and air
conditioning system.




14.4           EXCESS
COSTS BORNE BY TENANT.  If any heat-generating machine, excess
lighting or equipment in the Premises affect the temperature otherwise
maintained by the air conditioning system, Landlord may install supplementary
air conditioning units in the Premises, and the cost thereof (including, but not
limited to, the cost of installation, operation and maintenance thereof) shall
be paid by Tenant to Landlord upon demand by
Landlord.  Notwithstanding the preceding sentence, Tenant shall not,
without the prior written consent of Landlord, use in the Premises any
apparatus, device, machine or equipment using excess lighting,
electricity or water; nor shall Tenant connect any apparatus or device to
sources of electrical current or water except through existing electrical
outlets or water pipes in the Premises.  If Tenant shall require
excess electricity, or water or any other resource in excess of that customarily
supplied for use of similar premises as general office space, Tenant shall first
request the consent of Landlord and obtain, at Tenant's sole cost and expense,
any additional consent required from governmental authorities.  In the
event that Landlord gives its consent, and any such additional consent is
obtained, Landlord may cause a separate metering device to be installed in the
Premises so as to measure the amount of the resource consumed within the
Premises.  The cost of any such separate metering device including,
but not limited to, the cost of installation, maintenance and repair thereof
shall be paid by Tenant.  Tenant shall promptly pay the cost of all
excess resources consumed within the Premises, together with any additional
administrative expense incurred by Landlord in connection
therewith.




21


14.5           NORMAL
ELECTRICITY SERVICES.  Landlord shall provide electricity for normal
office purposes, including, but not limited to, duplicating, computers,
mini-computers, terminals, telecopy machines, telexes, communications and
audio-visual equipment, vending machines and kitchen
equipment.  Water, electricity and other utilities described herein
shall be made available to the Premises.




14.6           LANDLORD
NOT RESPONSIBLE FOR INTERRUPTION OF SERVICES.  Landlord shall not be
in default hereunder or be liable for any damages directly or indirectly
resulting from any interruption of utilities or services caused by (i) the
installation or repair of any equipment in connection with the furnishing of
utilities or services, (ii) acts of God or the elements, labor disturbances of
any character, any other accidents or any other conditions beyond the reasonable
control of Landlord, or by the making of repairs or improvements to the Premises
or the Project, or (iii) the limitation, curtailment, rationing or restriction
imposed by any governmental agency or service or utility supplier on use of
water or electricity, gas or any other form of energy or any other service or
utility whatsoever serving the Premises or the Project.  Furthermore,
Landlord shall be entitled, without any obligation or compensation to Tenant, to
cooperate voluntarily in a reasonable manner with the efforts of national, state
or local governmental agencies or service or utility suppliers in reducing the
consumption of energy or other resources; if Landlord shall so cooperate, Tenant
shall also reasonably cooperate therewith.




14.7           TENANT
PAYMENTS AS ADDITIONAL RENT.  Any sums payable under this Section14
shall be considered additional rent and may be added to any installment of rent
thereafter becoming due, and Landlord shall have the same remedies for a default
in payment of such sums as for a default in the payment of rent.




15.           TENANT
CERTIFICATE.  Within ten (10) days after delivery of the Premises to
Tenant and thereafter within ten (10) days after any written request which
Landlord may make from time to time, Tenant shall execute and deliver to
Landlord a certificate (the "Certificate")
substantially in the form attached hereto as Exhibit B and
hereby made a part hereof, together with such financial information relating to
Tenant or any guarantor as Landlord or any prospective purchaser or lender may
reasonably request.  Landlord shall have the right to amend or
otherwise supplement the certificate to include such other information and
provisions as may be requested by any existing or prospective lender or by any
prospective purchaser.  Any failure by Tenant to so execute and
deliver the Certificate shall, at Landlord's election, constitute a
certification by Tenant that the statements which may be included in the
certificate (as same may have been so amended or supplemented) are true and
correct, except as Landlord shall otherwise indicate and shall constitute a
default hereunder.  Landlord and Tenant intend that the Certificate
may be relied upon by any existing or prospective lender or by any prospective
purchaser.




22


16.           HOLDING
OVER.  If Tenant, with Landlord's written consent, remains in
possession of all or any portion of the Premises after the expiration or sooner
termination of the Term hereof, such holding over shall be deemed to constitute
a tenancy from month to month only, upon such terms and conditions hereof as
could be reasonably and logically construed as applying thereto; provided,
however, that during such holding over, Base Rent shall be one hundred
twenty-five percent (125%) of the Base Rent in effect immediately prior to such
expiration or termination, and any and all options and rights of first refusal
or other preferential rights of Tenant shall be deemed to have lapsed and to be
of no further force or effect.  Landlord may terminate such tenancy
from month to month, by giving to Tenant at least thirty (30) days' written
notice thereof at any time.  Acceptance by Landlord of any rent after
such expiration or termination shall not be deemed to constitute Landlord's
consent to such holding over.




17.           SUBORDINATION;
REQUIREMENTS OF LENDERS.




17.1           SUBORDINATION  LANDLORD
HEREBY REPRESENTS AND WARRANTS TO TENANT THAT THE PREMISES, BUILDING AND PROJECT
ARE NOT, AS OF THE DATE OF THIS LEASE, SUBJECT TO ANY DEED OF TRUST, MORTGAGE OR
OTHER INSTRUMENT SECURING THE PAYMENT OF MONEY OR A GROUND
LEASE.  Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, this Lease
shall be subject and subordinate at all times to (a) all ground leases or
underlying leases which may hereafter be executed affecting all or any portion
of the Project, and (b) the lien of any mortgage or deed of trust which may
hereafter be executed affecting all or any portion of the Project, provided that
such ground lease, underlying lease, mortgage or deed of trust is approved by
the mortgagee under a first deed of trust, as the case may be, encumbering the
Building.  Notwithstanding the foregoing, Landlord shall have the
right to subordinate or cause to be subordinated any such ground leases or
underlying leases or any such liens to this Lease.  In the event that
any ground lease or underlying lease terminates for any reason or any mortgage
or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any
reason, Tenant shall, notwithstanding the subordination, attorn to and become
the Tenant of the successor in interest to Landlord at the option of and on
terms acceptable to such successor in interest.  Subject to delivery
to Tenant of a commercially reasonable form of nondisturbance agreement, Tenant
covenants and agrees to execute and deliver, upon demand by Landlord or any
lienholder or successor in interest, and in the form requested thereby, any
additional documents evidencing the priority of subordination of this Lease and
the attornment of Tenant with respect to any such ground leases or underlying
leases or the lien of any such mortgage or deed of trust.  Tenant
hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute,
deliver and record any such documents in the name and on behalf of Tenant if
Tenant fails to do same pursuant to the foregoing.  If any ground
lease, underlying lease, mortgage or deed of trust encumbers the Premises on the
Commencement Date, then Landlord shall use commercially reasonable efforts to
obtain from the lessor, mortgagee or beneficiary thereof a non-disturbance
agreement in commercially reasonable form.




23


17.2           REQUIREMENTS
OF LENDERS.  If, in connection with the obtainment of financing for
the Project or any portion thereof, the lender requests reasonable modifications
hereto as a condition to the furnishing of such financing, Tenant shall not
unreasonably withhold or delay its consent thereto, provided that such
modifications do not materially increase the obligations of Tenant hereunder or
materially adversely affect Tenant's rights hereunder.




18.           RULES
AND REGULATIONS.  Tenant shall observe and comply with the rules and
regulations set forth in Exhibit D attached
hereto and hereby made a part hereof and any and all reasonable modifications
thereof and additions thereto from time to time established by
Landlord.  In the event of any conflict between said rules and
regulations and the other provisions hereof, the latter shall
control.  Such rules and regulations shall be applied by Landlord in a
reasonably uniform manner to all Tenants of the Building and the
Project.




19.           ACCESS
BY LANDLORD.  Landlord reserves, and Landlord (and its agents,
contractors and employees) shall at reasonable times have, the right to enter
the Premises to inspect same, to supply janitor service and any other service to
be provided by Landlord to Tenant hereunder, to show the Premises to any
prospective purchaser, beneficiary, mortgagee or tenant, to post notices of
nonresponsibility, and to make any alteration, improvement or repair to the
Premises or any portion of the Building, without abatement of rent, and may for
that purpose erect, use and maintain scaffolding, pipes, conduits and other
necessary structures in and through the Premises where reasonably required by
the character of the work to be performed provided that entrance to the Premises
shall not be blocked thereby, and further provided that the business of Tenant
shall not be interfered with unreasonably.  Tenant hereby waives any
claims for damages for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby.  For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenants' vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
may deem necessary or proper to open said doors in an emergency, in order to
obtain entry to any portion of the Premises, and any entry to the Premises or
portions thereof obtained by Landlord by any of such means or otherwise shall
not under any circumstances be construed or deemed to be a forcible or unlawful
entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portion
thereof.  Landlord shall also have the right at any time, without same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the arrangement and/or location of
entrances or passageways, doors and doorways, and corridors, elevators, stairs,
toilets, or other public parts of the Building.




24


20.           DEFAULT
BY TENANT.  The occurrence of any of the following shall constitute a
breach of and default under this Lease by Tenant:




20.1           FAILURE
TO PAY RENT.  Failure by Tenant to pay any amount (including, without
limitation, monthly installments of Base Rent and Additional Rent) when and as
same becomes payable in accordance with the provisions of this Lease, and the
continuation of such failure for a period of five (5) days after receipt of
written notice from Landlord to Tenant specifying the nature of such
failure.




20.2           FAILURE
TO PERFORM.  Failure by Tenant in the due, prompt and complete
performance or observance of any other express or implied covenant, agreement or
obligation of Tenant contained in this Lease, and the continuation of such
failure for a period of thirty (30) days after written notice from Landlord to
Tenant specifying the nature of such failure; provided, however, that if any
such failure not involving a hazardous condition cannot reasonably be cured
within such period, Tenant shall not be deemed to be in default hereunder if
Tenant promptly commences such cure within such period and thereafter diligently
pursues such cure to completion within a reasonable time.




20.3           ABANDONMENT.  Tenant's
vacating or abandoning of the Premises together with non-payment of
Rent.




20.4           FALSE
STATEMENTS.  Any financial statement or any representation given to
Landlord by Tenant, or any assignee, sublessee or successor of Tenant or any
guarantor of this Lease, proves to be materially false or
misleading.




20.5           INSOLVENCY.  The
insolvency of Tenant, the making by Tenant of any assignment for the benefit of
creditors; the filing by or against Tenant of a petition to have Tenant adjudged
bankrupt or of a petition for reorganization or arrangement under any law
relating to bankruptcy, insolvency or creditors' rights in general (unless in
the case of a petition filed against Tenant, the same is dismissed within sixty
(60) days); the appointment of a trustee or receiver to take possession of all
or a substantial part of Tenant's assets or of Tenant's interest under this
Lease where such seizure is not discharged within thirty (30)
days.  The occurrence of any of the acts or events referred to in this
subsection with respect to any guarantor of this Lease, if any, shall also
constitute a default hereunder.




20.6           ATTACHMENT,
SEIZURE.  The attachment, execution or other judicial seizure of a
substantial portion of Tenant's assets or of Tenant's interest in this Lease,
where such seizure is not discharged within thirty (30) days.




The notices referred to in Section20.1or Section20.2above shall be in lieu of, and not in addition to,
any notice required under Section 1161 et seq.
of the California Code of Civil Procedure.




25


21.           REMEDIES
OF LANDLORD.




21.1           TERMINATION
BY LANDLORD.  In the event of Tenant's breach of or default under this
Lease as provided in Section20above, Landlord, at Landlord's option, and without
limiting Landlord in the exercise of any other right or remedy Landlord may have
on account of such default, and without any further demand or notice, may
terminate this Lease and/or, to the extent permitted by law, remove all persons
and property from the Premises, which property shall be stored by Landlord at a
warehouse or elsewhere at the risk, expense and for the account of
Tenant.




21.2           LANDLORD
RIGHTS UPON TERMINATION.  If Landlord elects to terminate this Lease
as provided in Section21.1above, Landlord shall be entitled to recover from
Tenant the aggregate of:




21.2.1  WORTH
OF UNPAID RENT.  The worth at the time of award of the unpaid rent and
charges equivalent to rent earned as of the date of the termination
hereof;




21.2.2  EXCESS
OF UNPAID RENT UNTIL AWARD.  The worth at the time of award of the
amount by which the unpaid rent and charges equivalent to rent which would have
been earned after the date of termination hereof until the time of award exceeds
the amount of such rental loss that Tenant proves could have been reasonably
avoided;




21.2.3  EXCESS
OF UNPAID RENT AFTER AWARD.  The worth at the time of award of the
amount by which the unpaid rent and charges equivalent to rent for the balance
of the Term hereof after the time of award exceeds the amount of such rental
loss that Tenant proves could have been reasonably avoided;




21.2.4  OTHER
DETRIMENTS.  Any other amount necessary to compensate Landlord for the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom; and




21.2.5  OTHER
AMOUNTS.  Any other amount which Landlord may hereafter be permitted
to recover from Tenant to compensate Landlord for the detriment caused by
Tenant's default.




21.2.6  TIME OF AWARD.  For the purpose
of this Section, the "time of award" shall mean the date upon which the judgment
in any action brought by Landlord against Tenant by reason of such default is
entered or such earlier date as the court may determine; the "worth at the time
of award" of the amounts referred to in Section21.2.1and Section21.2.2shall be computed by allowing interest at the
Interest Rate, but not less than the legal rate; and the "worth at the time of
award" of the amount referred to in Section21.2.3shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%) per annum.  Tenant agrees that such charges
shall be recoverable by Landlord under California Code of Civil Procedure
Section 1174(b) or any similar, successor or related provision or
law.  Further, Tenant hereby waives the provisions of California Code
of Civil Procedure Section 1174(c) and California Civil Code Section 1951.7 or
any other similar, successor or related provision of law providing for Tenant's
right to satisfy any judgment in order to prevent a forfeiture of this Lease or
requiring Landlord to deliver written notice to Tenant of any reletting of the
Premises.




26


21.3           INDEMNIFICATION.  Nothing
in this Section21, and no termination pursuant to any other provision of
this Lease, shall be deemed to affect Landlord's right to indemnification for
liability or liabilities arising prior to the termination of this Lease under
the indemnification clause or clauses contained in this
Lease.




21.4           TERMINATION
OF RIGHT OF POSSESSION.  Notwithstanding anything to the contrary set
forth herein, Landlord's reentry to perform acts of maintenance or preservation
of, or in connection with efforts to relet, the Premises, or any portion
thereof, or the appointment of a receiver upon Landlord's initiative to protect
Landlord's interest under this Lease shall not terminate Tenant's right to
possession of the Premises or any portion thereof and, until Landlord does elect
to terminate this Lease, this Lease shall continue in full force and Landlord
may pursue all its remedies hereunder including, without limitation, the right
to recover from Tenant as they become due hereunder all rent and other charges
required to be paid by Tenant under the terms of this Lease.




21.5           RIGHT
TO SUE FOR RENT AS IT BECOMES DUE.  In the event of any default by
Tenant as set forth above, then in addition to any other remedies available to
Landlord at law or in equity or under this Lease, Landlord shall have the right
to bring an action or actions from time to time against Tenant, in any court of
competent jurisdiction, for all rental and other sums due or becoming due under
this Lease, including all damages and costs proximately caused thereby,
notwithstanding Tenant's abandonment or vacation of the Premises or other acts
of Tenant, as permitted by Section 1951.4 of the California Civil Code or any
successor, related or similar provision of law.  Such remedy may be
exercised by Landlord without prejudice to its right to thereafter terminate
this Lease in accordance with the other provisions contained in this Section21.




21.6           RENT.  The
terms "rent" and "rental," as used in this Section21and in any and all other provisions of this Lease,
shall mean Base Rent, Additional Rent and any and all other amounts payable by
Tenant pursuant to the provisions of this Lease.




21.7           ABANDONMENT
BY TENANT.  In the event of Tenant's abandonment of the Premises or if
Landlord shall elect to reenter or shall take possession of the Premises
pursuant to any legal proceeding or pursuant to any notice provided by law, and
until Landlord elects to terminate this Lease, Landlord may, from time to time,
without terminating this Lease, recover all rental as it becomes due under this
Lease above and/or relet the Premises or any part thereof for the account of and
on behalf of Tenant, on any terms, for any term (whether or not longer than the
Term of this Lease) and at any rental as Landlord in its reasonable discretion
may deem advisable, and Landlord may make any alterations and repairs to the
Premises in connection therewith.  Tenant hereby irrevocably
constitutes and appoints Landlord as its special attorney-in-fact, irrevocable
and coupled with an interest, for purposes of reletting the Premises pursuant to
the immediately preceding sentence.  In the event that Landlord shall
elect to so relet the Premises on behalf of Tenant, then rentals received by
Landlord from such reletting shall be applied:




27


21.7.1  EXPENSES
OF RELETTING.  First, to reimburse Landlord for the reasonable costs
and expenses of such reletting (including, without limitation, costs and
expenses of retaking or repossessing the Premises, removing persons and property
therefrom, securing new tenants, and, if Landlord shall maintain and operate the
Premises, the costs thereof) and necessary or reasonable
alterations.




21.7.2  PAYMENT
OF INDEBTEDNESS.  Second, to the payment of any indebtedness of Tenant
to Landlord other than Base Rent, Additional Rent and other sums due and unpaid
hereunder.




21.7.3  PAYMENT
OF RENT.  Third, to the payment of rent, Base Rent, Additional Rent
and other sums due and unpaid hereunder, and the residue, if any, shall be held
by Landlord and applied in payment of other or future obligations of Tenant to
Landlord as the same may become due and payable.




21.7.4  PAYMENT
OF DEFICIENCY.  Should the rentals received from such reletting, when
applied in the manner and order indicated above, at any time be less than the
total amount owing from Tenant pursuant to this Lease, then Tenant shall pay
such deficiency to Landlord, and if Tenant does not pay such deficiency within
five (5) days of its receipt of written notice, Landlord may bring an action
against Tenant for recovery of such deficiency or pursue its other remedies
hereunder or under California Civil Code Section 1951.8, California Code of
Civil Procedure Section 1161 et
seq., or any similar, successor or related provision of law.




21.8           LANDLORD
RIGHTS CUMULATIVE.  All rights, powers and remedies of Landlord
hereunder and under any other agreement now or hereafter in force between
Landlord and Tenant shall be cumulative and not alternative and shall be in
addition to all rights, powers and remedies given to Landlord at law or in
equity.  The exercise of any one or more of such rights or remedies
shall not impair Landlord's right to exercise any other right or remedy
including, without limitation, any and all rights and remedies of Landlord under
California Civil Code Section 1951.8, California Code of Civil Procedure Section
1161 et
seq., or any similar, successor or related provision of
law.  In addition, Landlord shall have the remedy described in
California Civil Code Section 1951.4 (Landlord may continue Lease in effect
after Lessee's breach and abandonment and recover rent as it becomes due, if
Tenant has right to sublet or assign, subject only to reasonable
limitations).




21.9           ASSIGNMENT
OF SUBLEASE RENTS.  Tenant hereby assigns and transfers to Landlord
all of Tenant's interest in all rent and income arising from any sublease
heretofore or hereafter made, and Landlord may collect such rent and income and
apply same toward Tenant's obligations under this Lease; provided, however, that
until Tenant shall be in default hereunder, Tenant may receive, collect and
enjoy the rent and income accruing under such sublease.  Landlord
shall not, by reason of this or any other assignment, nor by reason of the
collection of rent or income from a sublessee, be deemed liable to such
sublessee for any failure of Tenant to perform and comply with any of Tenant's
obligations under such sublease.  Tenant hereby irrevocably authorizes
and directs any such sublessee, upon receipt of a written notice from Landlord
stating that Tenant is in default hereunder, to pay to Landlord the rent and
income due and to become due under such sublease.  Tenant agrees that
such sublessee shall have the right to rely upon any such statement and request
by Landlord and that such sublessee shall pay rent and income to Landlord
without any obligation or right to inquire as to whether such default exists and
notwithstanding any notice or claim from Tenant to the
contrary.  Tenant shall have no right or claim against such sublessee
or Landlord for any such rent or income so paid by such sublessee to
Landlord.




28


21.10          TENANT'S
PERSONAL PROPERTY.  If, after Tenant's abandonment of the Premises,
Tenant leaves behind any items of personal property, then Landlord shall store
such property at a warehouse or any other location at the risk, expense and for
the account of Tenant, and such property shall be released only upon Tenant's
payment of such charges, together with all sums due and owing under this
Lease.  If Tenant does not reclaim such property within the period
permitted by law, Landlord may sell such property in accordance with law and
apply the proceeds of such sale to any sums due and owing hereunder, or retain
said property, granting Tenant credit against sums due and owing hereunder for
the reasonable value of such property.




21.11          WAIVER
OF RIGHTS.  To the extent permitted by law, Tenant hereby waives all
provisions of, or protection under, any decisions, statutes, rules, regulations
or other laws of the State of California to the extent same are inconsistent and
in conflict with specific terms and provisions hereof.




21.12          LANDLORD
RIGHT TO ACT.  If at any time during the Term hereof Tenant fails,
refuses or neglects to do any of the things herein provided to be done by
Tenant, Landlord shall have the right, but not the obligation, to do the same,
but at the expense and for the account of Tenant.  The amount of any
money so expended or obligations so incurred by Landlord, together with interest
thereon at the Interest Rate, shall be repaid to Landlord within five (5) days
of Tenant's receipt of written notice, and unless so paid shall be added to the
next monthly rental payment coming due hereunder.




22.           DEFAULT
BY LANDLORD; LIMITATION OF LIABILITY.




22.1           NO
DEFAULT WITHOUT NOTICE.  Landlord shall not be deemed to be in default
hereunder unless obligations required of Landlord hereunder are not performed by
Landlord, or by any beneficiary under any deed of trust, mortgagee, ground
lessor or other lienholder with rights in all or any portion of the Project,
within thirty (30) days after written notice thereof by Tenant to Landlord and
to such other parties whose names and addresses are furnished to Tenant in
writing, which notice specifies that there has been a failure to perform such
obligations; provided, however, that if the nature of such obligations is such
that more than thirty (30) days are reasonably required for their cure, Landlord
shall not be deemed to be in default hereunder if Landlord or any of such other
parties commences such cure within such thirty-day period and thereafter
diligently prosecutes such cure to completion.




29


22.2           LIMITATION
OF LANDLORD LIABILITY.  If Landlord is in default hereunder and, as a
consequence thereof, Tenant obtains a judgment against Landlord, Tenant's sole
recourse shall be, and such judgment may be satisfied only out of, the proceeds
of sale received upon execution of such judgment and levy against the right,
title and interest of Landlord in the Project and out of the rent or other
revenue receivable by Landlord from the Project, or out of the proceeds
receivable by Landlord from the sale or other disposition of all or any portion
of Landlord's right, title and interest in the Project.  Tenant agrees
that the obligations of Landlord under this Lease do not constitute personal
obligations of, and neither Landlord nor any of the partners, members,
shareholders, officers, directors, managers, principals or others (the "Landlord
Constituents") comprising Landlord nor any of the partners, members,
shareholders, officers, directors, managers, principals or others which are part
of any of the Landlord Constituents shall be personally liable for any
deficiency or otherwise.




23.           DAMAGE
AND DESTRUCTION.




23.1           CASUALTY.  If
the Premises or the Project is damaged by an insured casualty, or, if Landlord
fails to maintain the insurance required to be maintained by or pursuant to the
terms of this Lease and such damage would have been covered by the insurance
required to be maintained by Landlord hereunder, and such damage occurs more
than twelve (12) months prior to the expiration of the Term hereof, Landlord
shall forthwith repair same, or cause same to be repaired, (and, if an insured
casualty, to the extent that insurance proceeds are made available to Landlord
therefor) and provided that such repairs can, in Landlord's reasonable opinion,
be made within ninety (90) days from the date of such damage (without payment of
overtime or other premiums) under the laws and regulations of the federal, state
and local governmental authorities having jurisdiction thereof.  If
Landlord is not so required to repair such damage, Landlord shall have the
option within forty-five (45) days from the date of such damage either to (i)
notify Tenant of Landlord's election to repair such damage, in which event
Landlord shall thereafter repair same, or (ii) notify Tenant of Landlord's
election to immediately terminate this Lease, in which event this Lease shall be
so terminated; provided, however, if such notice advises Tenant of Landlord’s
election to repair and that such repair cannot be made within ninety (90) days
from the date of such damage, by written notice to Landlord given within ten
(10) days of receipt of such notice from Landlord, Tenant may elect to terminate
this Lease.  Such termination by Tenant shall be effective ten (10)
days following the date received by Landlord.  Landlord shall refund
to Tenant any rent previously paid for any period of time subsequent to such
termination.  Notwithstanding any contrary provision herein, and
regardless of whether caused by casualty, Landlord shall not be required to
repair any damage to the property of Tenant or to repair or replace any
paneling, decorations, railings, floor coverings, alterations, additions,
fixtures or improvements installed on the Premises by or at the expense of
Tenant.  Tenant hereby waives the provisions of Section 1932,
subdivision 2, and Section 1933, subdivision 4, of the Civil Code of California,
and any similar law, statute or ordinance now or hereafter in
effect.




30


23.2           RENT
TO CONTINUE.  If Landlord repairs damage to the Premises pursuant to
the provisions of Section23.1above, Base Rent and Additional Rent payable
hereunder until such repairs are completed shall be abated in the proportion
that the rentable area of the portion, if any, of the Premises rendered unusable
by Tenant bears to the rentable area of the Premises.  Except for such
rental abatement, Tenant shall have no claim against Landlord with respect to
any such damage or repairs. Landlord represents that it will purchase and
maintain rental loss insurance in such amount and with such limits as is common
in Class A buildings in the Brea, California market area.




24.           EMINENT
DOMAIN.  If the entire Premises, or so much thereof (but not less than
25% of the rentable area of the Premises) as to render the balance thereof not
reasonably usable for the conduct of Tenant's business, shall be taken or
appropriated under the power of eminent domain or conveyed in lieu thereof,
either party hereto may, by serving written notice upon the other party hereto
within thirty (30) days thereafter, immediately terminate this
Lease.  If any substantial part of the Project excluding the Premises
shall be taken or appropriated under the power of eminent domain or conveyed in
lieu thereof, Landlord may so terminate this Lease.  In either of such
events, Landlord shall receive (and Tenant shall assign to Landlord upon demand
by Landlord) any income, rent, award or any interest therein which may be paid
in connection therewith, and Tenant shall have no claim against Landlord for any
part of any sum so paid, whether or not attributable to the value of the
unexpired Term of this Lease.  If a part of the Premises shall be so
taken, appropriated or conveyed and neither party hereto shall elect to so
terminate this Lease, (i) Base Rent and Additional Rent payable hereunder shall
be abated in the proportion that the rentable area of the portion of the
Premises so taken, appropriated or conveyed bears to the rentable area of the
entire Premises, and (ii) if the Premises shall have been damaged as a
consequence of such partial taking, appropriation or conveyance, Landlord shall,
to the extent of any severance damages received by Landlord, restore the
Premises continuing under this Lease; provided, however, that Landlord shall not
be required to repair or restore any damage to the property of Tenant or to make
any repairs to or restoration of any alterations, additions, fixtures or
improvements installed on the Premises by or at the expense of Tenant, and
Tenant shall pay any amount in excess of such severance damages required to
complete such repairs or restoration.  Notwithstanding anything to the
contrary contained in this Section, if the temporary use or occupancy of any
part of the Premises shall be taken or appropriated under the power of eminent
domain or conveyed in lieu thereof during the Term of this Lease, this Lease
shall be and remain unaffected by such taking, appropriation or conveyance and
Tenant shall continue to pay in full all rent payable hereunder by Tenant during
the Term of this Lease; in the event of any such temporary taking, appropriation
or conveyance, Tenant shall be entitled to receive a separate award (not
reducing Landlord's award) as compensation for loss of the use or occupancy of
the Premises during the Term of this Lease.  To the extent that it is
inconsistent with the above, each party hereto hereby waives the provisions of
Section 1265.130 of the California Code of Civil Procedure allowing either party
to petition a court to terminate this Lease in the event of a partial taking of
the Premises.




25.           SALE
BY LANDLORD.  If Landlord sells or transfers all or any portion of the
Project, including the Premises, Landlord shall, upon consummation of such sale
or transfer, be released from any liability relating to obligations or covenants
thereafter to be performed or observed under this Lease, and in such event
Tenant agrees to look solely to Landlord's successor in interest with respect to
any such liability.




31


26.           SURRENDER
OF PREMISES.  Tenant shall, upon the expiration or sooner termination
of the Term hereof, surrender to Landlord the Premises, and all repairs,
changes, alterations, additions and improvements thereto, in good and first
class order, condition and repair, ordinary wear and tear excepted, clean and
free of debris.  Any damage or deterioration shall not be deemed
ordinary wear and tear if same could have been prevented by good maintenance
practices.  Tenant shall, upon the expiration or sooner termination of
the Term hereof, and at Tenant's sole cost and expense, remove all movable
furniture, equipment and other personal property belonging to
Tenant.  Tenant shall immediately, at its sole cost and expense,
repair any damage caused by the removal of any property.  Tenant
shall, upon the expiration or sooner termination of the Term hereof, deliver to
Landlord all keys to all doors in, upon and about the Premises including, but
not limited to, all `keys to any vault or safe to remain on the
Premises.




27.           QUIET
ENJOYMENT.  So long as Tenant is not in default hereunder, Tenant
shall have the right to the quiet and peaceful enjoyment and possession of the
Premises and the common areas during the Term of this Lease, subject to the
terms and conditions of this Lease without interference by any persons lawfully
claiming by or through Landlord.




28.           NOTICES.  Any
notice, demand or other communication given under the provisions of this Lease
by either party hereto to the other party hereto shall be effective only if in
writing and (a) personally served, (b) mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or (c) sent by a
nationally recognized courier service (e.g. UPS) for next-day delivery, to be
confirmed in writing by such courier, addressed as set forth in the Basic Lease
Information.  In the event that a different address is furnished by
either party hereto to the other party hereto in writing, notices, demands and
other communications shall thereafter be sent or delivered to the new
address.  Notices, demands and other communications given in the
foregoing manner shall be deemed given when actually received or refused by the
party to whom sent, unless mailed, in which event same shall be deemed given on
the day of actual delivery as shown by the addressee's registered or certified
mail receipt or at the expiration of the third (3rd) business day after the date
of mailing, whichever first occurs.




29.           TAXES
PAYABLE BY TENANT.  Tenant shall pay before delinquency all taxes,
assessments, license fees and other charges (collectively, "taxes") that are
levied and assessed against Tenant's trade fixtures and other personal property
installed or located in or on the Premises, and that become payable during the
Term.  On demand by Landlord, Tenant shall furnish Landlord with
satisfactory evidence of such payments.  If any taxes on Tenant's
personal property are levied against Landlord or Landlord's property or if the
assessed value of the Building and other improvements in which the Premises are
located is increased by the inclusion of a value placed on Tenant's personal
property, as reasonably determined by Landlord, and if Landlord pays the taxes
on any of these items or the taxes based on the increased assessment of these
items, Tenant, on demand, shall immediately reimburse Landlord for the sum of
the taxes levied against Landlord, or the proportion of the taxes resulting from
the increase in Landlord's assessment.  Landlord shall have the right
to pay these taxes regardless of the validity of the levy.




32


30.           INTEREST
AND LATE CHARGES.  Any amount not paid by Tenant to Landlord when due
hereunder shall bear interest at a rate (the "Interest Rate") equal to the
lesser of (a) the discount rate of ten percent (10%) per year, or (b) the
maximum rate permitted by law, from the due date until paid, unless otherwise
specifically provided herein, but the payment of such interest shall not excuse
or cure any such failure by Tenant under this Lease.  In addition to
such interest, if any amount is not paid within ten (10) business days after the
same is due, a late charge equal to five percent (5%) of such amount shall be
assessed, which late charge Tenant hereby agrees is a reasonable estimate of the
damages Landlord shall suffer as a result of Tenant's late payment, which
damages include Landlord's additional administrative and other costs associated
with such late payment.  The parties agree that it would be
impracticable and extremely difficult to fix Landlord's actual damages in such
event.  Such interest and late charges are separate and cumulative and
are in addition to and shall not diminish or represent a substitute for any or
all of Landlord's rights or remedies under any other provision of this
Lease.  If a late charge is payable hereunder, whether or not
collected, for any three (3) installments of Base Rent during any twelve (12)
month period, then all further Base Rent shall automatically become due and
payable quarterly in advance, rather than monthly, notwithstanding any provision
of this Lease to the contrary.




31.           SUCCESSORS
AND ASSIGNS.  Subject to the provisions of Section11and Section25above, the terms, covenants and conditions contained
herein shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and
assigns.




32.           ATTORNEYS'
FEES.  In any litigation or other action arising herefrom between any
of the parties hereto, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs incurred therein.  The term
"prevailing party" means the party obtaining substantially the relief sought,
whether by compromise, settlement or judgment.




33.           LIGHT
AND AIR.  Tenant covenants and agrees that no diminution of light, air
or view by any structure which may hereafter be erected (whether or not by
Landlord) shall entitle Tenant to any reduction of rent under this Lease, result
in any liability of Landlord to Tenant, or in any other way affect this Lease or
Tenant's obligations hereunder; provided, however, in the event that
improvements are constructed so that there is an unreasonable loss of light to
the Premises, within sixty (60) days after completion of such construction
Tenant may by written notice to Landlord elect an early expiration of this
Lease.  The date of such expiration shall be set forth in such written
notice and shall be a date which is not less than ninety (90) days after
delivery of such written notice to Landlord.




33


34.           SIGNS
AND IDENTITY.




34.1           NO
SIGNS WITHOUT LANDLORD CONSENT.  Tenant shall not, without the prior
written consent of Landlord place, construct or maintain any sign,
advertisement, awning, banner or other decoration on or visible from, or
otherwise use, the exterior of the Premises (including, but not limited to, the
outer surfaces of the exterior walls and doors of the Premises, the terraces and
roof of the Building, and the public and common areas of the
Project.).




34.2           SIGNS
PROVIDED BY LANDLORD.  Landlord shall maintain (1) a directory(ies) to
be located in the lobby of the Building and in such other locations, if any, as
Landlord, in its sole discretion, may determine, which directory(ies) shall be
for the display of the business names of tenants in the Building and their
respective suite numbers, (2) if the Premises are located on a multi-tenant
floor, a sign to be located in the common area hallway at the main entrance to
the Premises in such specific location as Landlord shall determine, which sign
shall be for the display of Tenant's business name and suite number, and (3) a
sign for the display of Tenant's business name on the monument for the Building;
provided, however, with respect to subparts (2) and (3) Tenant shall notify
Landlord of its business name and shall, upon demand by Landlord, pay the cost
of such entrance and monument signs.  The cost of Tenant's Building
directory sign shall be an Operating Cost.  Landlord shall have the
sole right to determine and change from time to time the type of such
directory(ies) and such sign and all common Project signage, and the contents
thereof including, but not limited to, size of letters, style, color and
placement.




Landlord
hereby grants to Tenant a license to install one (1) "eyebrow sign" on the
Building at a location and of a size approved by Landlord ("Eyebrow
Sign").  The Eyebrow Sign shall not be backlit nor otherwise require
electrical power.  The cost of designing, governmental permitting,
installation and maintenance of such Eyebrow Sign shall be borne entirely by
Tenant.  The Eyebrow Sign shall be in compliance with the design
criteria, specifications, material requirements, location requirements and such
other requirements and/or limitations imposed by Landlord in the exercise of its
reasonable discretion after taking into account the general appearance of the
Building and the Building's surroundings.  The Eyebrow Sign shall be
constructed and maintained in compliance with all federal, state and local laws,
regulations, restrictions, codes and ordinances.  Tenant shall, if
Landlord so requests at any time prior to the expiration or earlier termination
of this Lease, at Tenant's sole cost and expense, within thirty (30) after such
expiration or termination, remove any signage installed pursuant to this
Section 34.2 and return those portions of the Building to which such
signage was affixed to the condition immediately preceding installation of such
signage.




34.3           NAME
OF BUILDING PROTECTED.  Tenant shall not use the name or logo of the
Building or the Project for any purposes other than to identify the address of
the business to be conducted by Tenant in the Premises.  Landlord
reserves the right to change the name, number and designations by which the
Building and the Project are commonly known at any time, and Tenant waives all
claims for damages caused by any such change.




34


35.           WAIVER.  If
Landlord waives the performance of any terms, covenant or condition contained in
this Lease, such waiver shall not be deemed to be a waiver of any other breach
of the same or of any other term, covenant, or condition contained
herein.  Furthermore, the acceptance of rent by Landlord shall not
constitute a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular
rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time Landlord accepted such rent.  Failure by Landlord to enforce
any of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or to affect the right of Landlord to insist
thereafter upon strict performance by Tenant.  Waiver by Landlord of
any term, covenant or condition contained in this Lease may only be made by a
written document signed by Landlord.




36.           BROKERS.  Landlord
has entered into an agreement with the real estate broker specified as
Landlord's broker in the Basic Lease Information ("Landlord's
Broker") pursuant to which Landlord has granted to Landlord's Broker the
exclusive right to lease space in the Building.  Landlord shall pay
any commissions or fees that are payable to Landlord's Broker with respect to
this Lease in accordance with the provisions of a separate commission
contract.  Tenant represents that it has not had any dealings with any
real estate broker, finder or intermediary with respect to this Lease, other
than Landlord's Broker and Tenant's broker ("Tenant's
Broker"), if any, specified in the Basic Lease
Information.  Landlord shall pay to Tenant's Broker a commission
pursuant to a separate agreement.  Neither Landlord nor Landlord's
Broker shall be obligated to pay any other fee, commission or compensation to
Tenant's Broker in connection with the brokerage, negotiation, execution,
delivery or performance of this Lease.  Subject to the foregoing, each
party hereto shall indemnify, protect, defend, and hold harmless the other party
from and against any and all damages, liabilities, losses, costs and expenses
(including, but not limited to, reasonable attorneys' fees and related costs)
resulting from any claims that may be asserted against such other party by any
real estate broker, finder or intermediary arising from any act of the
indemnifying party in connection with this Lease.




37.           SORTING
AND SEPARATING OF REFUSE AND TRASH.




37.1           TENANT
COMPLIANCE WITH TRASH REGULATIONS.  Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and future laws, orders,
and regulations of all state, federal, municipal, and local governments,
departments, commissions, and boards regarding the collection, sorting,
separation, and recycling of waste products, garbage, refuse, and
trash.  Tenant shall sort and separate such waste products, garbage,
refuse, and trash into such categories as provided by law.  Each
separately sorted category of waste products, garbage, refuse, and trash shall
be placed in separate receptacles reasonably approved by
Landlord.  Such separate receptacles may, at Landlord's option, be
removed from the demised premises in accordance with a collection schedule
prescribed by law.




37.2           LANDLORD
REMEDIES FOR TENANT TRASH NONCOMPLIANCE.  Landlord reserves the right
to refuse to collect or accept from Tenant any waste products, garbage, refuse,
or trash that is not separated and sorted as required by law, and to require
Tenant to arrange for such collection at Tenant's sole cost and expense,
utilizing a contractor satisfactory to Landlord.  Tenant shall pay all
costs, expenses, fines, penalties, or damages that may be imposed on Landlord or
Tenant by reason of Tenant's failure to comply with the provisions of this
article, and, at Tenant's sole cost and expense, shall indemnify, defend, and
hold Landlord harmless (including legal fees and expenses) from and against any
actions, claims, and suits arising from such noncompliance, utilizing counsel
reasonably satisfactory to Landlord.




35


38.           AUTHORITY.  If
Tenant is a corporation, trust, partnership, or other entity, each individual
executing this Lease on behalf of Tenant represents and warrants that he or she
is duly authorized to so execute and deliver this Lease and that no signatures
in addition to those set forth below or consents need be obtained in order for
this lease to be binding upon Tenant.  If Tenant is a corporation,
trust or partnership, it shall, within ten (10) days after execution of this
Lease, deliver to Landlord satisfactory evidence of such
authority.  If Tenant is a corporation, it shall, upon demand by
Landlord, also deliver to Landlord satisfactory evidence of (a) good standing in
Tenant's state of incorporation, and (b) qualification to do business in
California.




39.           WAIVER
OF JURY TRIAL.  LANDLORD AND TENANT SHALL AND THEY HEREBY DO WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND ANY STATUTORY
REMEDY.




40.           CONFIDENTIALITY
OF LEASE.  Tenant and Tenant's Broker agree to keep the terms of this
Lease confidential and shall not disclose same to any other person not a party
hereto, without the prior written consent of Landlord, provided that Tenant may
disclose the terms hereof to Tenant's accountants, attorneys, managing
employees, and others in privity with Tenant to the extent reasonably necessary
for Tenant's business purposes without such prior written consent.




41.           HAZARDOUS
MATERIALS.  Landlord represents and warrants to Tenant that Landlord,
to Landlord's current actual knowledge, has not, at any time, used or permitted
the use of any portion of Tenant's Premises, the Building or the parking
facilities in violation of any governmental laws, statutes, ordinances,
regulations or orders relating to health, industrial-hygiene or the
environmental conditions ("Regulations"),
or for the use, storage, disposal or generation of any Hazardous Material (as
defined below) on, under or about Tenant's Premises, or the Project, including
but not limited to, the soil and ground water.  Tenant represents and
warrants to Landlord that Tenant will not, at any time, use or permit the use of
any portion of Tenant's Premises, the Building or the parking facilities in
violation of any Regulations on, under or about Tenant's Premises, including but
not limited to, the soil and ground water.  Tenant shall protect,
defend, indemnify and hold Landlord harmless from and against any and all
losses, costs (including reasonable attorneys' fees), liabilities and claims
arising from the violation by Tenant, its employees, agents, representatives or
invitees of any of the Regulations that may affect Tenant's Premises or the
Project and shall assume full responsibility and cost to remedy such violations,
provided that the violations are not the result of any action or inaction on the
part of Landlord.  Tenant shall not at any time use, generate, store
or dispose of on, under or about Tenant's Premises, or the Project or transport
to or from the same any hazardous wastes, toxic substances or related material
("Hazardous
Materials") or permit or allow any third party to do so, without
compliance with all Regulations.  Hazardous Materials shall include,
but shall not be limited to, substances defined as "hazardous substances" or
"toxic substances" in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq.; the Resource Conversation
Recovery Act, 42 U.S.C. Section 6901 et seq.; those substances (i) which are or
become defined as "hazardous waste" or "hazardous substance" or which require
investigation or remediation under any Regulation, (ii) which are toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic or
mutagenic, (iii) the presence of which causes or threatens to cause a nuisance
upon or threatens the health or safety of persons on or about the Project or
adjacent properties, and (iv) which contains gasoline, diesel fuel or other
petroleum hydrocarbons.






36


42.           MISCELLANEOUS.




42.1           KEYS.  Landlord
shall make available to Tenant such number of keys as Landlord shall deem
appropriate; Tenant shall pay for any additional keys made available by
Landlord.




42.2           NO
MERGER.  Any voluntary or other surrender of this Lease by Tenant,
mutual termination hereof or termination hereof by Landlord shall not work a
merger, and shall, at the option of Landlord, terminate all or any existing
subleases or subtenancies, or may, at the option of Landlord, operate as an
assignment to Landlord of any or all such subleases or
subtenancies.  No act or omission of Landlord or any representative
thereof shall be deemed to constitute acceptance of any surrender, and no
surrender shall be deemed to have occurred, unless in a writing executed by
Landlord and approved in writing by the mortgagee under any first mortgage or
the beneficiary under any first deed of trust, as the case may be, encumbering
the Building.




42.3           LEASE
NOT TO BE RECORDED.  This Lease shall not be recorded; no memorandum
hereof shall be recorded without Landlord's prior written consent.




42.4           PAYMENT
IN US DOLLARS.  Rent and all other sums payable under this Lease must
be paid in lawful money of the United States of America.




42.5           RIGHTS
CUMULATIVE.  None of Landlord's rights or remedies hereunder shall be
deemed to be exclusive, but shall, wherever possible, be cumulative with all
other rights and remedies hereunder and at law and in equity.




42.6           TENANT'S
OBLIGATIONS AS COVENANTS AND CONDITIONS.  Each provision of this Lease
performable by Tenant shall be deemed to be both a covenant of Tenant and a
condition to Landlord's performance hereunder.




37


42.7           COUNTERPARTS.  This
Lease may be executed in counterparts with the same effect as if both parties
hereto had executed the same document.  Both counterparts shall be
construed together and shall constitute a single lease.




42.8           NO
AGENCY.  Nothing contained in this Lease shall be construed to create
the relationship of principal and agent, partnership, joint venture or any other
relationship between the parties hereto, other than the relationship of landlord
and tenant.




42.9           PARTIAL
INVALIDITY.  Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof, and such other provisions shall remain in full force and
effect.




42.10         PREMISES
INCLUDES.  The term "Premises" shall be deemed to include (unless,
based on the context, such meaning would be clearly unintended) the space
demised and improvements now or at any time hereafter comprising or built in
such space.




42.11          TENANT
INCLUDES.  The term "Tenant" or pronoun used in place thereof shall
indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations.




42.12          HEADINGS.  The
section headings herein are for convenience of reference only and shall in no
way define, increase, limit or describe the scope or intent of any provision of
this Lease.




42.13          JOINT
AND SEVERAL.  In any case where this Lease is entered into by
co-tenants, the obligations of such co-tenants hereunder shall be joint and
several.




42.14          TIME
OF ESSENCE.  Time is of the essence of this Lease and all of its
provisions.




42.15          GOVERNING
LAW.  This Lease shall in all respects be governed by the laws of the
State of California.  In any action or proceeding arising herefrom,
Tenant hereby consents to the jurisdiction of any competent court within the
State of California and to service of process by any means authorized by
California law.




42.16          ENTIRE
AGREEMENT.  This Lease contains the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes any previous
negotiations.  There have been no representations made by Landlord or
any representative thereof or understandings made between the parties other than
those set forth in this Lease.




42.17          MODIFICATION.  This
Lease may not be modified except by a written document executed by the parties
hereto.




42.18          NO
WARRANTY OR REPRESENTATION.  Neither Landlord nor any broker, agent or
representative thereof has made any warranty or representation with respect to
the tenant mix of the Building, the identity of prospective or other tenants of
the Building, or profitability.




38


42.19          GUARANTEE
REQUIREMENTS.  If any guarantee of this Lease is required by Landlord,
such guarantee shall be in form and content acceptable to Landlord.




42.20          DEFINITION
OF PERSON.  The words "person" and "persons" as used herein shall
include individuals, firms, partnerships, associations and
corporations.




42.21          CONSTRUCTION
OF AGREEMENT.  The language in all parts of this Lease shall be in all
cases construed simply according to its fair meaning, and not strictly for or
against Landlord or Tenant.  Any reference to any Section herein shall
be deemed to include all subsections thereof unless otherwise specified or
reasonably required from the context.  Any reference to "days" or
"months" herein shall refer to calendar days or months, respectively, unless
specifically provided to the contrary.  Unless clearly inconsistent
with the context, any reference herein to "the Term hereof" or "the Term of this
Lease" shall refer to the Term of this Lease as the same may be extended
pursuant to any extension option(s) contained herein.  The terms
"herein," "hereunder" and "hereof" as used in this Lease shall mean "in this
Lease," "under this Lease" and "of this Lease," respectively, except as
otherwise specifically set forth in this Lease.




42.22          EXHIBITS.  Any
and all exhibits and addenda referred to in this Lease are incorporated herein
by reference as though fully set forth herein.




42.23          PORTIONS
OF PREMISES RESERVED TO LANDLORD.  Tenant hereby acknowledges and
agrees that the exterior walls of the Building and the area between the finished
ceilings of the Premises and the slab of the floor of the Building have not been
demised hereby, and that the use thereof, together with the right to install,
maintain, use, repair and replace pipes, ducts, conduits and wires leading
through, under or above the Premises, is hereby excepted and reserved unto
Landlord.




42.24          NOT
AN OFFER.  The submission of this Lease by Landlord or its agent or
representative for examination or execution by Tenant does not constitute an
option or offer to lease the Premises upon the terms and conditions contained
herein or a reservation of the Premises in favor of Tenant; it being intended
hereby that this Lease shall become effective only upon the execution hereof by
Landlord and delivery of a fully executed counterpart hereof to
Tenant.




42.25          NO
VIOLATION OF AGREEMENTS.  Tenant hereby warrants and represents that
neither its execution of nor performance under this Lease shall cause Tenant to
be in violation of any agreement, instrument, contract, law, rule or regulation
by which Tenant is bound, and Tenant agrees to indemnify Landlord against any
loss, cost, damage or liability including, without limitation, reasonable
attorneys' fees arising out of Tenant's breach of this warranty and
representation.




42.26          TENANT
FINANCIAL STATEMENTS.  At any time during the Term of this Lease, but
not more than one (1) time in any calendar year, Tenant shall, upon ten (10)
days' prior written notice from Landlord, provide Landlord with a current
financial statement and financial statements of the two (2) years prior to the
current financial statement year.  Such statement shall be prepared in
accordance with generally accepted accounting principles and, if such is the
normal practice of Tenant, shall be audited by an independent certified public
accountant.




39


42.27          NO
ABATEMENT OF RENT.  Rent shall not be abated, nor may this Lease be
terminated by Tenant, except as may otherwise be expressly provided
therein.




42.28          NO
LANDLORD SECURITY OBLIGATION.  Tenant hereby acknowledges that
Landlord shall have no obligation to provide guard service or other security
measures for the benefit of the Premises, the Building or the
Project.  Tenant hereby assumes all responsibility for the protection
of Tenant and its employees, agents, contractors, representatives, licensees,
guests, invitees and visitors, and the property thereof, from acts of third
parties whether or not Landlord, at its option, elects to provide any security
protection for the Project or any portion thereof.




42.29          TENANT
COOPERATION WITH TRAFFIC.  Tenant acknowledges that traffic control
and flow is a major concern of the City of Brea, of Landlord and of each tenant
in the Project and surrounding buildings.  Therefore, Tenant agrees
that it will cooperate with Landlord in reasonable efforts which may be
undertaken by Landlord independently or in cooperation with the City of Brea or
other property owners to alleviate the traffic impact of the Project on the
local areas, streets and highways.




42.30          NO
DISCRIMINATION.  Tenant covenants by and for itself, its successors
and assigns, and all persons claiming under or through them, and this Lease is
made and accepted upon and subject to the following conditions: That there shall
be no discrimination against or segregation of any person or group of persons,
on account of sex, marital status, age, race, color, religion, creed, national
origin or ancestry, in the leasing, subleasing, renting, transferring, use,
occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant
itself, or any person claiming under or through it, establish or permit such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants lessees, sublessees,
subtenants or vendees in the Premises.




42.31          DEFINITION
OF LANDLORD.  The term "Landlord," as used in this Lease, so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or owners, at the time such covenant or
obligation is to be performed, of the Building or the lessees under any ground
lease of the Building, if any.  In the event of any transfer,
assignment or other conveyance or transfers of any such title, Landlord herein
named (and in case of any subsequent transfers or conveyances, the then grantor)
shall be automatically freed and relieved from and after the date of such
transfer, assignment or conveyance of all liability as respects the performance
of any covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed, but shall remain fully liable for any and all
liability for Landlord's failure to perform any covenants or obligations to be
performed on the part of Landlord prior to such transfer, assignment or
conveyance.




42.32          CONFERENCE
ROOM USE; RENTAL.  Landlord shall permit Tenant to use either
Conference Room one (1) time per calendar quarter at no charge unless specific
services are requested of Landlord by Tenant.  As used herein
"Conference Room" means either the Bethany Conference Room which is
Suite 220 or the Carmel Conference Room which is Suite 180, both at
915 West Imperial Highway, Brea, California.  If Landlord is able and
willing to provide such services, Tenant shall reimburse Landlord its actual
costs incurred with respect to such services within thirty (30) days after
presentation by Landlord to Tenant of an invoice for such
services.  If Tenant desires to use the Conference Room more often
than one (1) time per calendar quarter or if Tenant requests and Landlord is
willing to allow Tenant to use other Landlord-owned meeting rooms in the
Project, Tenant shall pay the Landlord the fee then charged by Landlord to its
members or other tenants for each use of a Conference Room or other
Landlord-owned meeting rooms.  Tenant's right to use a Conference Room
shall be otherwise subject to such reasonable rules and regulations as Landlord
may impose including, without limitation, procedures for reserving in advance
the Conference Room.  Tenant acknowledges the use of the Conference
Room by Tenant shall be limited to occasional meetings and shall not be used by
Tenant to conduct day-to-day business or be available for the exclusive use of
Tenant.




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43.           ARBITRATION.  All
disputes and other matters relating to construction of the Base Building Work or
Tenant Improvements between Landlord and Tenant and any other matters in the
Lease for which arbitration is specified to be the method for resolving disputes
with respect to such matters shall be decided by arbitration administered by the
American Arbitration Association in accordance with the AAA Commercial
Arbitration Rules.




44.           FORCE
MAJEURE.  Neither party shall have any liability whatsoever to the
other party to this Lease on account of (a) the inability of a party to fulfill,
or delay in fulfilling, any of such party's nonmonetary obligations under this
Lease by reason of governmental preemption or priorities or such other controls
in connection with a national or other public emergency, or shortages of fuel,
supplies or labor resulting therefrom, (b) any failure or defect in the
supply, quantity or character of electricity or water furnished to the Premises,
by reason of any requirement, act or omission of the public utility or others
furnishing the Building with electricity or water or (c) if a party fails
to perform a nonmonetary obligation hereunder for any other reason beyond the
reasonable control of the party obligated to perform such obligation and its
agents, employees or representatives.  If this Lease specifies a time
period for performance of a nonmonetary obligation of a party, that time period
shall be extended by the period of any delay in such party's performance caused
by any of the events of force majeure described above commencing upon receipt of
written notice of such alleged force majeure delay by the other
party.




45.           OFAC
COMPLIANCE.  Tenant represents and warrants that (a) Tenant and each
person or entity owning an interest in Tenant is (i) not currently identified on
the Specially Designated Nationals and blocked Persons Listed maintained by the
Office of Foreign Assets Control, Department of the Treasury ("OFAC") and/or on
any other similar list maintained by OFAC pursuant to any authorizing statute,
executive order or regulation (collectively, the "List"), and (ii) not a person
or entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of
United States law, regulation, or Executive Order of the President of the United
States, (b) none of the funds or other assets of Tenant constitute property of,
or are beneficially owned, directly or indirectly, by any Embargoed Person (as
hereinafter defined), (c) no Embargoed Person has any interest of any nature
whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of
Tenant have been derived from any unlawful activity with the result that the
investment in Tenant is prohibited by law or that this Lease is in violation of
law, and (e) Tenant has implemented procedures, and will consistently apply
those procedures, to ensure the foregoing representations and warranties remain
true and correct at all times.  The term "Embargoed Person" means any
person, entity or government subject to trade restrictions under U.S. law,
including but not limited to, the International Emergency Economic Powers Act,
50 U.S.C.A. § 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Orders or regulations promulgated thereunder with the
result that the investment in Tenant is prohibited by law or Tenant is in
violation of law.









[signatures
on following page]






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IN
WITNESS WHEREOF, the undersigned have executed this Lease as of the date first
written above.




LANDLORD
              
              EVANGELICAL
      CHRISTIAN CREDIT UNION,
              a
      California corporation
              
              
              
              By:____________________________________________
              Name:__________________________________________
              Title: __________________________________________
              
              
              
              
              TENANT
              
              Ministry
      Partners Investment Corporation, a California corporation
              
              
              By:____________________________________________
                Name:__________________________________________
                Title:
      __________________________________________








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