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EXHIBIT 10.11

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                              OFFICE BUILDING LEASE
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This Lease between VALLEY PARK ASSOCIATES, LLC, a limited liability company
("Landlord"), and NEW WHEEL TECHNOLOGY, INC., A SUBSIDIARY OF NEW VISUAL
ENTERTAINMENT INC., a Utah corporation ("Tenant"), is dated MAY 4, 2001.

1. LEASE OF PREMISES.

In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown on the floor plan attached hereto as Exhibit "A," and further
described at Section 21. The Premises are located within the Building and
Project described in Section 2m. Tenant shall have the non-exclusive right
(unless otherwise provided herein) in common with Landlord, other tenants,
subtenants and invitees, to use of the Common Areas (as defined at Section 2e).

2. DEFINITIONS.

As used in this Lease, the following terms shall have the following meanings:

         a.       BASE RENT (INITIAL): One Hundred Twenty Thousand and No/100
                  ($120,000.00) Dollars per year. See also Section 2.j below.

         b.       BASE YEAR: The calendar year of 2001.

         c.       BROKER(s)

                  Landlord's: None.
                  Tenant's:  None.

         d.       COMMENCEMENT DATE: June 1, 2001.

         e.       COMMON AREAS: The building lobbies, common corridors and
                  hallways, restrooms, parking areas, stairways, elevators and
                  other generally understood public or common areas. Landlord
                  shall have the right to regulate or restrict the use of the
                  Common Areas.

         f.       EXPENSE STOP: Not Applicable.

         g.       EXPIRATION DATE: May 31, 2004, unless otherwise sooner
                  terminated in accordance with the provisions of this Lease.

         h.       INDEX (SECTION 5.2): Not Applicable.

         i.       LANDLORD'S MAILING ADDRESS: 2600 Kitty Hawk Road, Suite 100,
                  Livermore, CA 94550.

                  TENANT'S MAILING ADDRESS: 1024 Serpentine Lane, Suite 114,
                  Pleasanton, CA 94566.

         j.       MONTHLY INSTALLMENTS OF BASE RENT (INITIAL): $10,000.00.
                  Commencing June 1, 2002, the monthly Base Rent shall be
                  $13,000.00. Commencing June 1, 2003 and continuing throughout
                  the remainder of the Term, the monthly Base Rent shall be
                  $16,000.00.

         k.       PARKING: Tenant shall be permitted to park twenty (20) cars on
                  a non-exclusive basis in the area(s) designated by Landlord
                  for parking. Tenant shall abide by any and all parking
                  regulations and rules established from time to time by
                  Landlord or Landlord's parking operator. Tenant shall not park
                  nor permit to be parked any inoperative vehicles on any
                  portion of the Project, nor shall Tenant store any trash,
                  pallets, containers or equipment on any portion of the
                  Project.

         1.       PREMISES: That portion of the Building containing
                  approximately 6,242 square feet of Rentable Area shown on
                  Exhibit "A," located on the first floor of the Building and
                  known as Suite 114 (the "Premises").

         m.       PROJECT: The building of which the Premises are a part (the
                  "Building") and any other buildings or improvements on the
                  real property (the "Property") located at 1024 Serpentine
                  Lane, Pleasanton, CA 94566 and further described as Exhibit
                  "B." The Project is known as Valley Park Associates, LLC.

         n.       RENTABLE AREA: As to both the Premises and the Project, the
                  respective measurements of floor area its may from time to
                  time be subject to lease by Tenant and all tenants of the
                  Project, respectively, as determined by Landlord and applied
                  on a consistent basis throughout the Project.

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         o.       SECURITY DEPOSIT (ARTICLE 7): $16,000.00.

         p.       STATE: California

         q.       TENANT'S FIRST ADJUSTMENT DATE: See Section 2.j above.

         r.       TENANT'S PROPORTIONATE SHARE: Thirty-five (35.0%) percent.
                  Such share is a fraction, the numerator of which is the
                  Rentable Area of the Premises, and the denominator of which is
                  the Rentable Area of the Project, as determined by Landlord
                  from time to time. The project consists of one (1) building
                  containing a total Rentable Area of 18,005 square feet.

         s.       TENANT'S USE CLAUSE (ARTICLE 8): General Office Space.

         t.       TERM: The period commencing on the Commencement Date and
                  expiring at 3:00 p.m. on the Expiration Date (the "Term").

3. EXHIBITS AND ADDENDA.

The exhibits and addenda listed below (unless lined out) are incorporated by
reference in this Lease:

         a.       Exhibit "A" - Floor Plan showing the Premises.
         b.       Exhibit "B" - Site Plan of the Project.
         c.       Exhibit "C" - Building Standard Work Letter.
         d.       Exhibit "D" - Rule's and Regulations.
         e.       Exhibit "E" - Not Applicable.
         f.       Addenda:  - Not Applicable.

4. DELIVERY OF POSSESSION.

If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure, the Expiration Date shall not change and the validity of this
Lease shall not be impaired, but Rent shall be abated until delivery of
possession. "Delivery of possession" shall be deemed to occur on the date
Landlord completes Landlord's work as defined in Exhibit "C." If Landlord
permits Tenant to enter into possession of the Premises before the Commencement
Date, such possession shall be subject to the provisions of this Lease,
including without limitation, the payment of Rent.

5. RENT.

         5.1 PAYMENT OF BASE RENT. Tenant agrees to pay the Base Rent for the
Premises. Monthly Installments of Base Rent shall be payable in advance on the
first day of each calendar month of the Term. If the Term begins (or ends) on
other than the first (or last) day of a calendar month, the Base Rent for the
partial month shall be prorated on a per diem basis. Tenant shall pay Landlord
the first Monthly Installment of Base Rent when Tenant executes the Lease.

         5.2 ADJUSTED BASE RENT. See Section 2.j above.

         5.3 PROJECT OPERATING COSTS.

                  a. In order that the Rent payable during the Term reflect any
increase in Project Operating Costs, Tenant agrees to pay to Landlord as Rent,
Tenant's Proportionate Share of all increases in costs, expenses and obligations
attributable to the Project and its operation, all as provided below.

                  b. If, during any calendar year during the Term, Project
Operating Costs exceed the Project Operating Costs for the Base Year, Tenant
shall pay to Landlord, in addition to the Base Rent and all other payments due
under this Lease, an amount equal to Tenant's Proportionate Share of such excess
Project Operating Costs in accordance with the provisions of this Section 5.3b.

                           (1) The term "PROJECT OPERATING COSTS" shall include
all those items described in the following subparagraphs (a) and (b).

                                     (a) All taxes, assessments, water and sewer
charges and other similar governmental charges levied on or attributable to the
Building or Project or their operation, including without limitation, (i) real
property taxes or assessments levied or assessed against the Building or
Project, (ii) assessments or charges levied or assessed against the Building or
Project by any redevelopment agency, (iii) any tax measured by gross rentals
received froth the leasing of the Premises, Building or Project, excluding any
net income, franchise, capital stock, estate or inheritance taxes imposed by the
State or federal government or their agencies, branches or departments; provided
that if at any time during the Term any governmental entity levies, assesses or
imposes on Landlord any (1) general or special, ad valorem or specific, excise
capital levy or other tax, assessment, levy or charge directly on the Rent
received under this Lease or on the rent received under any other leases of
space in the Building or Project, or (2) any license fee, excise or franchise
tax, assessment, levy or charge measured by or based, in whole or in part, upon
such rent, or (3) any transfer, transaction, or similar tax, assessment, levy or

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charge based directly or indirectly upon the transaction represented by this
Lease or such other leases, or (4) any occupancy, use, per capita or other tax,
assessment, levy or charge based directly or indirectly upon the use or
occupancy of the Premises or other premises within the Building or Project, then
any such taxes, assessments, levies and charges shall be deemed to be included
in the term Project Operating Costs. If at any time during the Term the assessed
valuation of, or taxes on, the Project are not based on a completed Project
having at least eighty-five percent (85%) of the Rentable Area occupied, then
the "taxes" component of Project Operating Costs shall be adjusted by Landlord
to reasonably approximate the taxes which would have been payable if the Project
were completed and at least eighty-five percent (85%) occupied.

                                     (b) Operating costs incurred by Landlord in
maintaining and operating the Building and Project, including without limitation
the following: costs of (1) utilities; (2) supplies; (3) insurance (including
public liability, property damage, earthquake, environmental, and fire and
extended coverage insurance) for the full replacement cost of the Building and
Project as required by Landlord or its lenders for the Project; (4) services of
independent contractors; (5) compensation (including employment taxes and fringe
benefits) of all persons who perform duties connected with the operation,
maintenance, repair or overhaul of the Building or Project, and equipment,
improvements and facilities located within the Project, including without
limitation engineers, janitors, painters, floor waxers, window washers, security
and parking personnel and gardeners (but excluding persons performing services
not uniformly available to or performed for substantially all Building or
Project tenants); (6) operation and maintenance of a room for delivery and
distribution of mail to tenants of that Building or Project as required by the
U.S. Postal Service (including, without limitation, an amount equal to the fair
market rental value of the mail room premises); (7) management of the Building
or Project, whether managed by Landlord or an independent contractor (including,
without limitation, an amount equal to the fair market value of any on-site
manager's office); (8) rental expenses for (or a reasonable depreciation
allowance on) personal properly used in the maintenance, operation or repair of
the Building or Project; (9) costs, expenditures or charges (whether capitalized
or not) required by any governmental or quasi-govern- mental authority; (10)
amortization of capital expenses (including financing costs); and (11) any other
costs or expenses incurred by Landlord under this Lease and not otherwise
reimbursed by tenants of the Project. If at any time during the Term, less than
eighty-five percent (85%) of the Rentable Area of the Project is occupied, the
"operating costs" component of Project Operating Costs shall be adjusted by
Landlord to reasonably approximate the operating costs which would have been
incurred if the Project had been at least eighty-five percent (85%) occupied.

                           (2) Tenant's Proportionate Share of Project Operating
Costs shall be payable by Tenant to Landlord as follows:

                                     (a) Beginning with the calendar year
following the Base Year and for each calendar year thereafter ("Comparison
Year"), Tenant shall pay Landlord an amount equal to Tenant's Proportionate
Share of the Project Operating Costs incurred by Landlord in the Comparison Year
which exceeds the total amount of Project Operating Costs payable by Landlord
for the Base Year. This excess is referred to as the "Excess Expenses."

                                     (b) To provide for current payments of
Excess Expenses, Tenant shall, at Landlord's request, pay as additional rent
during each Comparison Year, an amount equal to Tenant's Proportionate Share of
the Excess Expenses payable during such Comparison Year, as estimated by
Landlord from time to time. Such payments shall be made in monthly installments,
commencing on the first day of the month following the month in which Landlord
notifies Tenant of the amount it is to pay hereunder and continuing until the
first day of the month following the month in which Landlord gives Tenant a new
notice of estimated Excess Expenses. It is the intention hereunder to estimate
from time to time the amount of the Excess Expenses for each Comparison Year and
Tenant's Proportionate Share thereof, and then to make an adjustment in the
following year based on the actual Excess Expenses incurred for that Comparison
Year.

                                     (c) On or before April 1 of each Comparison
Year after the first Comparison Year (or as soon thereafter as is practical),
Landlord shall deliver to Tenant a statement setting forth Tenant's
Proportionate Share of the Excess Expenses for the preceding Comparison Year. If
Tenant's Proportionate Share of the actual Excess Expenses for the previous
Comparison Year exceeds the total of the estimated monthly payments made by
Tenant for such year, Tenant shall pay Landlord the amount of the deficiency
within ten (10) days of the receipt of the statement. If such total exceeds
Tenant's Proportionate Share of the actual Excess Expenses for such Comparison
Year, then Landlord shall credit against Tenant's next ensuing monthly
installment(s) of additional rent an amount equal to the difference until the
credit is exhausted. If a credit is due from Landlord on the Expiration Date,
Landlord shall pay Tenant the amount of the credit. The obligations of Tenant
and Landlord to make payments required under this Section 5.3 shall survive the
Expiration Date.

                                     (d) Tenant's Proportionate Share of Excess
Expenses in any Comparison Year having less than 365 days shall appropriately
prorated.

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                                     (e) If any dispute arises as to the amount
of any additional rent due hereunder, Tenant shall have the right after
reasonable notice and at reasonable times to inspect Landlord's accounting
records at Landlord's accounting office and, if after such inspection Tenant
still disputes the amount of additional rent owed, a certification as to the
proper amount shall be made by Landlord's certified public accountant, which
certification shall be final and conclusive. Tenant agrees to pay the cost of
such certification unless it is determined that Landlord's original statement
overstated Project Operating Costs by more than ten percent (10%).

                                     (f) If this Lease sets forth an Expense
Stop at Section 2f, then during the Term Tenant shall be liable for Tenant's
Proportionate Share of any actual Project Operating Costs which exceed the
amount of the Expense Stop. Tenant shall make current payments of such excess
costs during the Term in the same manner as is provided for payment of Excess
Expenses under the applicable provisions of Section 5.3b(2)(b) and (c) above.

         5.4 DEFINITION OF RENT. All costs and expenses which Tenant assumes or
agrees to pay to Landlord under this Lease shall be deemed additional rent
(which, together with the Base Rent is sometimes referred to as the "Rent"). The
Rent shall be paid to the Building manager (or other person) and at such place,
as Landlord may from time to time designate in writing, without any prior demand
therefor and without deduction or offset, in lawful money of the United States
of America

         5.5 RENT CONTROL. If the amount of Rent or any other payment due under
this Lease violates the terms of any governmental restrictions on such Rent or
payment, then the Rent or payment due during the period of such restrictions
shall be the maximum amount allowable under those restrictions. Upon termination
of the restrictions, Landlord shall, to the extent it is legally permitted,
recover from Tenant the difference between the amounts received during the
period of the restrictions and the amounts Landlord would have received had
there been no restrictions.

         5.6 TAXES PAYABLE BY TENANT. In addition to the Rent and any other
charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon
demand for any and all taxes payable by Landlord (other than net income taxes)
which are not otherwise reimbursable under this Lease, whether or not now
customary or within the contemplation of the parties, where such taxes are upon,
measured by or reasonably attributable to (a) the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the
Premises, or the cost or value of any leasehold improvements made in or to the
Premises by or for Tenant, other than Building Standard Work made by Landlord,
regardless of whether title to such improvements is held by Tenant or Landlord;
(b) the gross or net Rent payable under this Lease, including, without
limitation, any rental or gross receipts tax levied by any taxing authority with
respect to the receipt of the Rent hereunder, (c) the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Premises or any portion thereof; or (d) this transaction or any
document to which Tenant is a party creating or transferring an interest or an
estate in the Premises. If it becomes unlawful for Tenant to reimburse Landlord
for any costs as required under this Lease, the Base Rent shall be revised to
net Landlord the same net Rent after imposition of any tax or other charge upon
Landlord as would have been payable to Landlord but for the reimbursement being
unlawful.

6. INTEREST AND LATE CHARGES.

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this Lease, the unpaid amounts
shall bear interest at the maximum rate then allowed by law. Tenant acknowledges
that the late payment of any Monthly Installment of Base Rent will cause
Landlord to lose the use of that money and incur costs and expenses not
contemplated under this Lease, including without limitation, administrative and
collection costs and processing and accounting expenses, the exact amount of
which is extremely difficult to ascertain. Therefore, in addition to interest,
if any such installment is not received by Landlord within ten (10) days from
the date it is due, Tenant shall pay Landlord a late charge equal to ten percent
(10%) of such installment. Landlord and Tenant agree that this late charge
represents a reasonable estimate of such costs and expenses and is fair
compensation to Landlord for the loss suffered from such nonpayment by Tenant.
Acceptance of any interest or late charge shall not constitute a waiver of
Tenant's default with respect to such nonpayment by Tenant nor prevent Landlord
from exercising any other rights or remedies available to Landlord under this
Lease. The ten (10) day time period for performance shall end at 4:00 p.m.
Pacific Time on the tenth (10) day. Notwithstanding anything to the contrary
contained in the previous sentence, if the ten (10) day time period for
performance ends on a Saturday, Sunday, or federal, state, city or legal
holiday, then such date for performance shall automatically be accelerated to
4:00 p.m. Pacific Time on the prior day which is not a Saturday, Sunday, or
federal, state, city or legal holiday.

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7. SECURITY DEPOSIT.

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

If Tenant fails to pay any Rent or other amount when due and payable under this
Lease, or fails to perform any of the terms hereof, Landlord may appropriate and
apply or use all or any portion of the Security Deposit for Rent payments or any
other amount then due and unpaid, for payment of any amount for which Landlord
has become obligated or as a result of Tenant's default or breach, and for any
loss or damage sustained by Landlord as a result of Tenant's failure, default or
breach, and Landlord may so apply or use this deposit without prejudice to any
other remedy Landlord may have by reason of Tenant's failure, default or breach.
If Landlord so uses any of the Security Deposit, Tenant shall, within ten (10)
days after written demand therefor, restore the Security Deposit to the full
amount originally deposited; Tenant's failure to do so shall constitute an act
of default hereunder and Landlord shall have the right to exercise any remedy
provided for at Article 27 hereof. Within thirty (30) days after the Term (or
any extension thereof) has expired or Tenant has vacated the Premises, whichever
shall last occur, and provided Tenant is not then in default on any of its
obligations hereunder, Landlord shall return that portion of the Security
Deposit not used or applied by Landlord to Tenant, or, if Tenant has assigned
its interest under this Lease, to the last assignee of Tenant. If Landlord sells
its interest in the Premises, Landlord may deliver this deposit to the purchaser
of Landlord's interest and thereupon be relieved of any further liability or
obligation with respect to the Security Deposit.

8.   TENANT'S USE OF THE PREMISES.

Tenant shall use the Premises solely for the purposes set forth in Tenant's Use
Clause. Tenant shall not use or occupy the Premises in violation of law or any
covenant, condition or restriction affecting the Building or Project or the
certificate of occupancy issued for the Building or Project, and shall upon
notice from Landlord, immediately discontinue any use of the Premises which is
declared by any governmental authority having jurisdiction to be a violation of
law or the certificate of occupancy. Tenant, at Tenant's own cost and expense,
shall comply with all laws, ordinances regulations, rules and/or any directions
of any governmental agencies or authorities having jurisdiction which shall, by
reason of the nature of Tenant's use or occupancy of the Premises, impose any
duty upon Tenant or Landlord with respect to the Premises or its use or
occupation. A judgment of any court of competent jurisdiction or the admission
by Tenant in any action or proceeding against Tenant that Tenant has violated
any such laws, ordinances, regulations, rules and/or directions in the use of
the Premises shall be deemed to be a conclusive determination of that fact as
between Landlord and Tenant. Tenant shall not do or permit to be done anything
which will invalidate or increase the cost of any fire, extended coverage or
other insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements and
recommendations of the Insurance Services Office or any other organization
performing a similar function. Tenant shall promptly upon demand reimburse
Landlord for any additional premium charged for such policy by reason of
Tenant's failure to comply with the provisions of this Article. 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 Project, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises.

9. SERVICES AND UTILITIES.

Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, and during hours
determined by Landlord in its sole discretion, and subject to the Rules and
Regulations of the Building or Project, electricity for customary office and
copying equipment, and heating, ventilation and air conditioning ("HVAC") as
required in Landlord's judgment for the comfortable use and occupancy of the
Premises. If Tenant desires HVAC at any other time, Landlord shall use
reasonable efforts to furnish such service upon reasonable notice from Tenant
and Tenant shall pay Landlord's charges therefor on demand. Landlord shall also
maintain and keep lighted the common stairs, common entries and restrooms in the
Building. Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the Rent be abated by
reason of (i) the installation, use or interruption of use of any equipment in
connection with the furnishing of any of the foregoing services, (ii) failure to
furnish or delay in furnishing any such services where such failure or delay is
caused by accident or any condition or event beyond the reasonable control of
Landlord, or by the making of necessary repairs or improvements to the Premises,
Building or Project, or (iii) the limitation, curtailment or rationing of, or
restrictions on, use of water, electricity, gas or any other form of energy
serving the Premises, Building or Project. Landlord shall not be liable under

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any circumstances for a loss of or injury to property or business, however
occurring, through or in connection with or incidental to failure to furnish any
such services. If Tenant uses heat generating machines or equipment in the
Premises which affect the temperature otherwise maintained by the HVAC system,
Landlord reserves the right to install supplementary air conditioning units in
the Premises and the cost thereof, including the cost of installation, operation
and maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, electronic data processing
machines, punch card machines or machines using in excess of 120 volts, which
consumes more electricity than is usually furnished or supplied for the use of
premises as general office space, as determined by Landlord. Tenant shall not
connect any apparatus with electric current except through existing electrical
outlets in the Premises. Tenant shall not consume water or electric current in
excess of that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord), without first procuring the written
consent of Landlord, which Landlord may refuse, and in the event of consent,
Landlord may have installed a water meter or electrical current meter in the
Premises to measure the amount of water or electric current consumed. The cost
of any such meter and of its installation, maintenance and repair shall be paid
for by the Tenant and Tenant agrees to pay to Landlord promptly upon demand for
all such water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility plus any additional
expense incurred in keeping account of the water and electric current so
consumed. If a separate meter is not installed, the excess cost for such water
and electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

Nothing contained in this Article shall restrict Landlord's right to require at
any time separate metering of utilities furnished to the Premises. In the event
utilities are separately metered, Tenant shall pay promptly upon demand for all
utilities consumed at utility rates charged by the local public utility plus any
additional expense incurred by Landlord in keeping account of the utilities so
consumed. Tenant shall be responsible for the maintenance and repair of any such
meters at its sole cost.

Landlord shall furnish lighting replacement for building standard lights,
restroom supplies, window washing and janitor services in a manner that such
services are customarily furnished to comparable office buildings in the area.

10. CONDITION OF THE PREMISES.

Tenant's taking possession of the Premises shall be deemed conclusive evidence
that as of the date of taking possession the Premises are in good order and
satisfactory condition, except for such matters as to which Tenant gave Landlord
notice on or before the Commencement Date. No promise of Landlord to alter,
remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to
the Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made to
Tenant by Landlord or its Broker or Sales Agent, other than as may be contained
herein or in a separate exhibit or addendum signed by Landlord and Tenant.

11. CONSTRUCTION, REPAIRS AND MAINTENANCE.

         a. LANDLORD'S OBLIGATIONS. Landlord shall perform Landlord's work to
the Premises as described in Exhibit "C". Landlord shall maintain in good order,
condition and repair the Building and all other portions of the Premises not the
obligation of Tenant or of any other tenant in the Building.

         b. TENANT'S OBLIGATIONS.

                  (1) Tenant shall perform Tenant's Work to the Premises as
described in Exhibit "C".

                  (2) Tenant at Tenant's sole expense shall, except for services
furnished by Landlord pursuant to Article 9 hereof, maintain the Premises in
good order, condition and repair, including the interior surfaces of the
ceilings, walls and floors, all doors, all interior windows, all plumbing, pipes
and fixtures, electrical wiring, switches and fixtures, Building Standard
furnishings and special items and equipment installed by or at the expense of
Tenant.

                  (3) Tenant shall be responsible for all repairs and
alterations in and to the Premises, Building and Project and the facilities and
systems thereof, the need for which arises out of (i) Tenant's use or occupancy
of the Premises, (ii) the installation, removal, use or operation of Tenant's
Property (as defined in Article 13) in the Premises, (iii) the moving of
Tenant's Property into or out of the Building, or (iv) the act, omission, misuse
or negligence of Tenant, its agents, contractors, employees or invitees.

                  (4) If Tenant fails to maintain the Premises in good order,
condition and repair, Landlord shall give Tenant notice to do such acts as are
reasonably required to so maintain the Premises. If Tenant fails to promptly
commence such work and diligently prosecute it to completion, then Landlord
shall have the right to do such acts and expend such funds at the expense of
Tenant as are reasonably required to perform such work. Any amount so expended

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by Landlord shall be paid by Tenant promptly after demand with interest at the
prime commercial rate then being charged by Bank of America NT & SA plus three
percent (3%) per annum, from the date of such work, but not to exceed the
maximum rate then allowed by law. Landlord shall have no liability to Tenant to
any damage, inconvenience, or interference with the use of the Premises by
Tenant as a result of performing any such work.

         c. COMPLIANCE WITH LAW. Landlord and Tenant shall each do all acts
required to comply with all applicable laws, ordinances and rules of any public
authority relating to their respective maintenance obligations as set forth
herein.

         d. WAIVER BY TENANT. Tenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford the Tenant the
right to make repairs at Landlord's expense or to terminate this Lease because
of Landlord's failure to keep the Premises in good order, condition and repair.

         e. LOAD AND EQUIPMENT LIMITS. Tenant shall not place a load upon any
floor of the Premises which exceeds the load per square foot which such floor
was designed to carry, as determined by Landlord or Landlord's structural
engineer. The cost of any such determination made by Landlord's structural
engineer shall be paid for by Tenant upon demand. Tenant shall not install
business machines or mechanical equipment which cause noise or vibration to such
a degree as to be objectionable to Landlord or other Building tenants.

         f. Except as otherwise expressly provided in this Lease, Landlord shall
have no liability to Tenant nor shall Tenant's obligations under this Lease be
reduced or abated in any manner whatsoever by reason of any inconvenience,
annoyance interruption or injury to business arising from Landlord's making any
repairs or changes which Landlord is required or permitted by this Lease or by
any other tenant's lease or required by law to make in or to any portion of the
Project, Building or the Premises. Landlord shall nevertheless use reasonable
efforts to minimize any interference with Tenant's business in the Premises.
Tenant shall give Landlord prompt notice of any damage to or defective condition
in any part or appurtenance of the Building's mechanical, electrical, plumbing,
HVAC or other systems serving, located in, or passing through the Premises.

         g. Tenant shall give Landlord prompt notice of any damage to or
defective condition in any part or appurtenance of the Building's mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or passing
through the Premises.

         h. Upon the expiration or earlier termination of this Lease, Tenant
shall return the Premises to Landlord clean and in the same condition as on the
date Tenant took possession, except for normal wear and tear. Any damage to the
Premises, including any structural damage, resulting from Tenant's use or from
the removal of Tenant's fixtures, furnishings and equipment pursuant to Section
13b shall be repaired by Tenant at Tenant's expense.

12. ALTERATIONS AND ADDITIONS.

         a. Tenant shall not make any additions, alterations or improvements to
the Premises without obtaining the prior written consent of Landlord. Landlord
may, at Landlord's option, require the Tenant to remove any such additions,
alterations or improvements upon the expiration of the Term and restore the
Premises to the same condition as on the date Tenant took possession. All work
with respect to any addition, alteration or improvement shall be done in a good
and workmanlike manner by properly qualified and licensed personnel approved by
Landlord, and such work shall be diligently prosecuted to completion. Landlord
may, at Landlord's option, require that any such work be performed by Landlord's
contractor, in which case the cost of such work shall be paid for before
commencement of the work. Tenant shall pay to Landlord upon completion of any
such work by Landlord's contractor, an administrative fee of fifteen percent
(15%) of the cost of the work.

         b. Tenant shall pay the costs of any work done on the Premises pursuant
to Section 12a, and shall keep the Premises, Building and Project free and clear
of liens of any kind. Tenant shall indemnify, defend against and keep Landlord
free and harmless from all liability, loss, damage, costs, attorneys' fees and
any other expense incurred on account of claims by any person performing work or
furnishing materials or supplies for Tenant or any person claiming under Tenant.

         Tenant shall keep Tenant's leasehold interest, and any additions or
improvements which are or become the property of Landlord under this Lease, free
and clear of all attachment or judgment liens. Before the actual commencement of
any work for which a claim or lien may be filed, Tenant shall give Landlord
notice of the intended commencement date a sufficient time before that date to
enable Landlord to post notices of non- responsibility or any other notices
which Landlord deems necessary for the proper protection of Landlord's interest
in the Premises, Building or the Project, and Landlord shall have the right to
enter the Premises and post such notices at any reasonable time.

         c. Landlord may require, at Landlord's sole option, that Tenant provide
to Landlord, at Tenant's expense, a lien and completion bond in an amount equal
to at least one and one-half (1 1/2) times the total estimated cost of any
additions, alterations or improvements to be made in or to the Premises, to
protect Landlord against any liability for mechanic's and materialmen's liens
and to insure timely completion of the work. Nothing contained in this Section
12c shall relieve Tenant of its obligation under Section 12b to keep the
Premises, Building and Project free of all liens.

<PAGE>

         d. Unless their removal is required by Landlord as provided in Section
12a, all additions, alterations and improvements made to the Premises shall
become the property of Landlord and be surrendered with the Premises upon the
expiration of the Term; provided, however, Tenant's equipment, machinery and
trade fixtures which can be removed without damage to the Premises shall remain
the property of Tenant and may be removed, subject to the provisions of Section
13b.

13. LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

         a. All fixtures, equipment, improvements and appurtenances attached to
or built into the Premises at the commencement of or during the Term, whether or
not by or at the expense of Tenant ("Leasehold Improvements"), shall be and
remain a part of the Premises, shall be the property of Landlord and shall not
be removed by Tenant, except as expressly provided in Section 13b.

         b. All movable partitions, business and trade fixtures, machinery and
equipment, communications equipment and office equipment located in the Premises
and acquired by or for the account of Tenant, without expense to Landlord, which
can be removed without structural damage to the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Premises (collectively "Tenant's Property") shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during
the Term; provided that if any of Tenant's Property is removed, Tenant shall
promptly repair any damage to the Premises or to the Building resulting from
such removal. Landlord may, at Landlord's option, require Tenant to remove all
or a portion of the communications and data cabling/lines installed by or for
the Tenant upon the expiration of the Lease Term and restore the Premises and
Building utility rooms, telephone closets, risers and chases to the same
condition as prior to the date Tenant took possession, or was first given
access, and repair any damage to the Premises and Building resulting from such
removal.

14. RULES AND REGULATIONS.

Tenant agrees to comply with (and cause its agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto as Exhibit
"D" and with such reasonable modifications thereof and additions thereto as
Landlord may from time to time make. Landlord shall not be responsible for any
violation of said rules and regulations by other tenants or occupants of the
Building or Project.

15. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord reserves the following rights, exercisable without liability to Tenant
for (a) damage or injury to property, person or business, (b) causing an actual
or constructive eviction from the Premises, or (c) disturbing Tenant's use or
possession of the Premises:

         a. To name the Building and Project and to change the name or street
address of the Building or Project;

         b. To install and maintain all signs on the exterior and interior of
the Building and Project;

         c. To have pass keys to the Premises and all doors within the Premises,
excluding Tenant's vaults and safes;

         d. At any time during the Term, and on reasonable prior notice to
Tenant, to inspect the Premises, and to show the Premises to any prospective
purchaser or mortgagee of the Project, or to any assignee of any mortgage on the
Project, or to others having an interest in the Project or Landlord, and during
the last nine months of the Term, to show the Premises to prospective tenants
thereof; and

         e. To enter the Premises for the purpose of making inspections,
repairs, alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or balancing
controls and other parts of the HVAC system), and to take all steps as may be
necessary or desirable for the safety, protection, maintenance or preservation
of the Premises or the Building or Landlord's interest therein, or as may be
necessary or desirable for the operation or improvement of the Building or in
order to comply with laws, orders or requirements of governmental or other
authority. Landlord agrees to use its best efforts (except in an emergency) to
minimize interference with Tenant's business in the Premises in the course of
any such entry.

16. ASSIGNMENT AND SUBLETTING.

No assignment of this Lease or sublease of all or any part of the Premises shall
be permitted, except as provided in this Article 16.

         a. Tenant shall not, without the prior written consent of Landlord,
assign or hypothecate this Lease or any interest herein or sublet the Premises
or any part thereof, or permit the use of the Premises by any party other than
Tenant. Any of the foregoing acts without such consent shall be void and shall,
at the option of Landlord, terminate this Lease. This Lease shall not, nor shall
any interest of Tenant herein, be assignable by operation of law without the
written consent of Landlord.

<PAGE>

         b. If at any time or from time to time during the Term Tenant desires
to assign this Lease or sublet all or any part of the Premises, Tenant shall
give notice to Landlord setting forth the terms and provisions of the proposed
assignment or sublease, and the identity of the proposed assignee or subtenant.
Tenant shall promptly supply Landlord with such information concerning the
business background and financial condition of such proposed assignee or
subtenant as Landlord may reasonably request. Landlord shall have the option,
exercisable by notice given to Tenant within twenty (20) days after Tenant's
notice is given, either to sublet such space from Tenant at the rental and on
the other terms set forth in this Lease for the term set forth in Tenant's
notice, or, in the case of an assignment, to terminate this Lease. If Landlord
does not exercise such option, Tenant may assign the Lease or sublet such space
to such proposed assignee or subtenant on the following further conditions:

                  (1) Landlord shall have the right to approve such proposed
assignee or subtenant, which approval shall not be unreasonably withheld;

                  (2) The assignment or sublease shall be on the same terms set
forth in the notice given to Landlord;

                  (3) No assignment or sublease shall be valid and no assignee
or sublessee shall take possession of the Premises until an executed counterpart
of such assignment or sublease has been delivered to Landlord;

                  (4) No assignee or sublessee shall have a further right to
assign or sublet except on the terms herein contained; and

                  (5) Any sums or other economic consideration received by
Tenant as a result of such assignment or subletting, however denominated under
the assignment or sublease, which exceed, in the aggregate, (i) the total sums
which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to any portion of the Premises subleased), plus (ii) any
real estate brokerage commissions or fees payable in connection with such
assignment or subletting, shall be paid to Landlord as additional rent under
this Lease without affecting or reducing any other obligations of Tenant
hereunder.

         c. Notwithstanding the provisions of paragraphs a and b above, Tenant
may assign this Lease or sublet the Premises or any portion thereof, without
Landlord's consent and without extending any recapture or termination option to
Landlord, to any corporation which controls, is controlled by or is under common
control with Tenant, or to any corporation resulting from a merger or
consolidation with Tenant, or to any person or entity which acquires all the
assets of Tenant's business as a going concern, provided that (i) the assignee
or sublessee assumes, in full, the obligations of Tenant under this Lease,
(ii)Tenant remains fully liable under this Lease, and (iii) the use of the
Premises under Article 8 remains unchanged.

         d. No subletting or assignment shall release Tenant of Tenant's
obligations under this Lease or alter the primary liability of Tenant to pay the
Rent and to perform all other obligations to be performed by Tenant hereunder.
The acceptance of Rent by Landlord from any other person shall not be deemed to
be a waiver by Landlord of any provision hereof. Consent to one assignment or
subletting shall not be deemed consent to any subsequent assignment or
subletting. In the event of default by an assignee or subtenant of Tenant or any
successor of Tenant in the performance of any of the terms hereof, Landlord may
proceed directly against Tenant without the necessity of exhausting remedies
against such assignee, subtenant or successor. Landlord may consent to
subsequent assignments of the Lease or sublettings or amendments or
modifications to the Lease with assignees of Tenant, without notifying Tenant,
or any successor of Tenant, and without obtaining its or their consent thereto
and any such actions shall not relieve Tenant of liability under this Lease.

         e. If Tenant assigns the Lease or sublets the Premises or requests the
consent of Landlord to any assignment or subletting or if Tenant requests the
consent of Landlord for any act that Tenant proposes to do, then Tenant shall,
upon demand, pay Landlord an administrative fee of Five Hundred Dollars
($500.00) plus any attorneys' fees incurred by Landlord in connection with such
act or request.

17. HOLDING OVER.

Tenant has no right to retain possession of the Premises or any part thereof
beyond the expiration or earlier termination of this Lease. In the event that
Tenant holds over in violation of this Article 17 then the Base Rent payable
from and after the time of the expiration or earlier termination of this Lease
shall be increased to the fair market Base Rent of the Premises (as determined
by Landlord), however, in no event less then two hundred percent (200%) of the
Base Rent applicable during the month immediately preceding such expiration or
earlier termination. Nothing contained herein shall be construed as a consent by
Landlord to any holding over by Tenant.

<PAGE>

18. SURRENDER OF PREMISES.

         a. Tenant shall peaceably surrender the Premises to Landlord on the
Expiration Date, in broom-clean condition and in as good condition as when
Tenant took possession, except for (i) reasonable wear and tear, (ii) loss by
fire or other casualty, and (iii) loss by condemnation. Tenant shall, on
Landlord's request, remove Tenant's Property on or before the Expiration Date
and promptly repair all damage to the Premises or Building caused by such
removal.

         b. If Tenant abandons or surrenders the Premises, or is dispossessed by
process of law or otherwise, any of Tenant's Property left on the Premises shall
be deemed to be abandoned, and, at Landlord's option, title shall pass to
Landlord under this Lease as by a bill of sale. If Landlord elects to remove all
or any part of such Tenant's Property, the cost of removal, including repairing
any damage to the Premises or Building caused by such removal, shall be paid by
Tenant. On the Expiration Date Tenant shall surrender all keys to the Premises.

19. DESTRUCTION OR DAMAGE.

         a. If the Premises or the portion of the Building necessary for
Tenant's occupancy is damaged by fire, earthquake, act of God, the elements of
other casualty, Landlord shall, subject to the provisions of this Article,
promptly repair the damage, if such repairs can, in Landlord's opinion, be
completed within (90) ninety days. If Landlord determines that repairs can be
completed within ninety (90) days, this Lease shall remain in full force and
effect, except that if such damage is not the result of the negligence or
willful misconduct of Tenant or Tenant's agents, employees, contractors,
licensees or invitees, the Base Rent shall be abated to the extent Tenant's use
of the Premises is impaired, commencing with the date of damage and continuing
until completion of the repairs required of Landlord under Section 19d.

         b. If in Landlord's opinion, such repairs to the Premises or portion of
the Building necessary for Tenant's occupancy cannot be completed within ninety
(90) days, Landlord may elect, upon notice to Tenant given within thirty (30)
days after the date of such fire or other casualty, to repair such damage, in
which event this Lease shall continue in full force and effect, but the Base
Rent shall be partially abated as provided in Section 19a. If Landlord does not
so elect to make such repairs, this Lease shall terminate as of the date of such
fire or other casualty.

         c. If any other portion of the Building or Project is totally destroyed
or damaged to the extent that in Landlord's opinion repair thereof cannot be
completed within ninety (90) days, Landlord may elect upon notice to Tenant
given within thirty (30) days after the date of such fire or other casualty, to
repair such damage, in which event this Lease shall continue in full force and
effect, but the Base Rent shall be partially abated as provided in Section 19a.
If Landlord does not elect to make such repairs, this Lease shall terminate as
of the date of such fire or other casualty.

         d. If the Premises are to be repaired under this Article, Landlord
shall repair at its cost any injury or damage to the Building and Building
Standard Work in the Premises. Tenant shall be responsible at its sole cost and
expense for the repair, restoration and replacement of any other Leasehold
Improvements and Tenant's Property. Landlord shall not be liable for any loss of
business, inconvenience or annoyance arising from any repair or restoration of
any portion of the Premises, Building or Project as a result of any damage from
fire or other casualty.

         e. This Lease shall be considered an express agreement governing any
case of damage to or destruction of the Premises, Building or Project by fire or
other casualty, and any present or future law which purports to govern the
rights of Landlord and Tenant in such circumstances in the absence of express
agreement, shall have no application.

20. EMINENT DOMAIN.

         a. If the whole of the Building or Premises is lawfully taken by
condemnation or in any other manner for any public or quasi-public purpose, this
Lease shall terminate as of the date of such taking, and Rent shall be prorated
to such date. If less than the whole of the Building or Premises is so taken,
this Lease shall be unaffected by such taking, provided that (i) Tenant shall
have the right to terminate this Lease by notice to Landlord given within ninety
(90) days after the date of such taking if twenty percent (20%) or more of the
Premises is taken and the remaining area of the Premises is not reasonably
sufficient for Tenant to continue operation of its business, and (ii) Landlord
shall have the right to terminate this Lease by notice to Tenant given within
ninety (90) days after the date of such taking. If either Landlord or Tenant so
elects to terminate this Lease, the Lease shall terminate on the thirtieth
(30th) day after either such notice. The Rent shall be prorated to the date of
termination. If this Lease continues in force upon such partial taking, the Base
Rent and Tenant's Proportionate Share shall be equitably adjusted according to
the retraining Rentable Area of the Premises and Project.

<PAGE>

         b. In the event of any taking, partial or whole, all of the proceeds of
any award, judgment or settlement payable by the condemning authority shall be
the exclusive property of Landlord, and Tenant hereby assigns to Landlord all of
its right, title and interest in any award, judgment or settlement from the
condemning authority. Tenant, however, shall have the right, to the extent that
Landlord's award is not reduced or prejudiced, to claim from the condemning
authority (but not from Landlord) such compensation as may be recoverable by
Tenant in its own right for relocation expenses and damage to Tenant's personal
property.

     c. In the event of a partial taking of the Premises which does not result
in a termination of this Lease, Landlord shall restore the remaining portion of
the Premises as nearly as practicable to its condition prior to the condemnation
or taking, but only to the extent of Building Standard Work. Tenant shall be
responsible at its sole cost and expense for the repair, restoration and
replacement of any other Leasehold Improvements and Tenant's Property.

21. INDEMNIFICATION.

             a. Tenant shall indemnify and hold Landlord and Landlord's members,
partners, employees and agents harmless against and from liability and claims of
any kind for loss or damage to property of Tenant or any other person, or for
any injury to or death of any person, arising out of: (1)Tenant's use and
occupancy of the Premises, or any work, activity or other things allowed or
suffered by Tenant to be done in, on or about the Premises; (2) any breach or
default by Tenant of any of Tenant's obligations under this Lease; or (3) any
negligent or otherwise tortious act or omission of Tenant, its agents,
employees, invitees or contractors. Tenant shall at Tenant's expense, and by
counsel satisfactory to Landlord, defend Landlord and Landlord's members,
partners, employees and agents in any action or proceeding arising from any such
claim and shall indemnify Landlord and Landlord's members, partners, employees
and agents against all costs, attorneys' fees, expert witness fees and any other
expenses incurred in such action or proceeding. As a material part of the
consideration for Landlord's execution of this Lease, Tenant hereby assumes all
risk of damage or injury to any person or property in, on or about the Premises
from any cause.

     b. Landlord and Landlord's members, partners, employees and agents, shall
not be liable for injury or damage which may be sustained by the person or
property of Tenant, its employees, invitees or customers, or any other person in
or about the Premises, caused by or resulting front fire, steam electricity,
gas, water or rain which may leak or flow from or into any part of the Premises,
or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures,
whether such damage or injury results from conditions arising upon the Premises
or upon other portions of the Building or Project or from other sources.
Landlord shall not be liable for any damages arising from any act or omission of
any other tenant of the Building or Project.

22. TENANT'S INSURANCE.

         a. All insurance required to be carried by Tenant hereunder shall be
issued by responsible insurance companies acceptable to Landlord and Landlord's
lender and qualified to do business in the State. Each policy shall name
Landlord, and at Landlord's request any mortgagee of Landlord, as an additional
insured, as their respective interests may appear. Each policy shall contain (i)
a cross-liability endorsement, (ii) a provision that such policy and the
coverage evidenced thereby shall be primary and non-contributing with respect to
any policies carried by Landlord and that any coverage carried by Landlord shall
be excess insurance, and (iii) a waiver by the insurer of any right of
subrogation against Landlord, its agents, employees and representatives, which
arises or might arise by reason of any payment under such policy or by reason of
any act or omission of Landlord, its agents, employees or representatives. A
copy of each paid up policy (authenticated by the insurer) or certificate of the
insurer evidencing the existence and amount of each insurance policy required
hereunder shall be delivered to Landlord before the date Tenant is first given
the right of possession of the Premises, and thereafter within thirty (30) days
after any demand by Landlord therefor. Landlord may, at any time and from time
to time, inspect and/or copy any insurance policies required to be maintained by
Tenant hereunder. No such policy shall be cancelable except after thirty (30)
days written notice to Landlord and Landlord's lender. Tenant shall furnish
Landlord with renewals or "binders" of any such policy al least ten (10) days
prior to the expiration thereof. Tenant agrees that if Tenant does not take out
and maintain such insurance, Landlord may (but shall not be required to) procure
said insurance on Tenant's behalf and charge the Tenant the premiums together
with a twenty-five percent (25%) handling charge, payable upon demand. Tenant
shall have the right to provide such insurance coverage pursuant to blanket
policies obtained by the Tenant, provided such blanket policies expressly afford
coverage to the Premises, Landlord, Landlord's mortgagee and Tenant as required
by this Lease.

<PAGE>

         b. Beginning on the date Tenant is given access to the Premises for any
purpose and continuing until expiration of the Term, Tenant shall procure, pay
for and maintain in effect policies of casualty insurance covering (i) all
Leasehold Improvements (including any alterations, additions or improvements as
may be made by Tenant pursuant to the provisions of Article 12 hereof), and (ii)
trade fixtures, merchandise and other personal property from time to time in, on
or about the Premises, in an amount not less than one hundred percent (100%) of
their actual replacement cost from time to time, providing protection against
any peril included within the classification "Fire and Extended Coverage"
together with insurance against sprinkler damage, vandalism and malicious
mischief. The proceeds of such insurance shall be used for the repair or
replacement of the property so insured. Upon termination of this Lease following
a casually as set forth herein, the proceeds under (i) shall be paid to
Landlord, and the proceeds under (ii) above shall be paid to Tenant.

         c. Beginning on the date Tenant is given access to the Premises for any
purpose and continuing until expiration of the Term, Tenant shall procure, pay
for and maintain in effect workers' compensation insurance as required by law
and comprehensive public liability and property damage insurance with respect to
the construction of improvements on the Premises, the use, operation or
condition of the Premises and (the operations of Tenant in, on or about the
premises, providing personal injury and broad form property damage coverage for
not less than Two Million Dollars ($2,000.000.00) combined single limit for
bodily injury, death and property damage liability.

         d. Not less than every three (3) years during the Term, Landlord and
Tenant shall mutually agree to increases in all of Tenant's insurance policy
limits for all insurance to be carried by Tenant as set forth in this Article.
In the event Landlord and Tenant cannot mutually agree upon the amounts of said
increases, then Tenant agrees that all insurance policy limits as set forth in
this Article shall be increased by not less than twenty percent (20%) for each
three (3) year period.

23. WAIVER OF SUBROGATION.

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

24. SUBORDINATION AND ATTORNMENT.

Upon written request of Landlord, or any first mortgagee or first deed of trust
beneficiary of landlord, or ground lessor of Landlord, Tenant shall, in writing,
subordinate its rights under this Lease to the lien of any first mortgage or
first deed of trust, or to the interest of any lease in which Landlord is
lessee, and to all advances made or hereafter to be made thereunder. However,
before signing any subordination agreement, Tenant shall have the right to
obtain from any lender or lessor or Landlord requesting such subordination, an
agreement in writing providing that, as long as Tenant is not in default
hereunder, this Lease shall remain in effect for the full Term. The holder of
any security interest may, upon written notice to Tenant, elect to have this
Lease prior to its security interest regardless of the time of the granting or
recording of such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease, provided such party acquires and accepts the Premises
subject to this Lease.

25. TENANT ESTOPPEL CERTIFICATES.

Within seven (7) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement certifying
(a) that this Lease is unmodified and in full force and effect, or is in full
force and effect as modified and stating the modifications; (b) the amount of
Base Rent and the date to which Base Rent and additional rent have been paid in
advance; (c) the amount of any security deposited with Landlord; and (d) that
Landlord is not in default hereunder or, if Landlord is claimed to be in
default, stating the nature of any claimed default. Any such statement may be
relied upon by a purchaser, assignee or lender. Tenant's failure to execute and
deliver such statement within the time required shall at Landlord's election be
a default under this Lease and shall also be conclusive upon Tenant that: (1)
this Lease is in full force and effect and has not been modified except as
represented by Landlord; (2) there are no uncured defaults in Landlord's
performance and that Tenant has no right of offset, counter-claim or deduction
against Rent; and (3) not more than one month's Rent has been paid in advance.

<PAGE>

26. TRANSFER OF LANDLORD'S INTEREST.

In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.

27. DEFAULT.

         27.1. TENANT'S DEFAULT. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by Tenant:

         a. If Tenant fails to take possession of the Premises or abandons or
vacates the Premises; or

         b. If Tenant fails to pay any Rent or any other charges required to be
paid by Tenant under this Lease and such failure continues for three (3) days
after such payment is due and payable; or

         c. If Tenant fails to promptly and fully perform any other covenant,
condition or agreement contained in this Lease and such failure continues for
thirty (30) days after written notice thereof from Landlord to Tenant; or

         d. If a writ of attachment or execution is levied on this Lease or on
any of Tenant's Property; or

         e. If Tenant makes a general assignment for the benefit or creditors,
or provides for an arrangement, composition, extension or adjustment with its
creditors; or

         f. If Tenant files a voluntary petition for relief or if a petition
against Tenant in a proceeding under the federal bankruptcy laws or other
insolvency laws is filed and not withdrawn or dismissed within forty-five (45)
days thereafter, of if under the provisions of any law providing for
reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or control of Tenant or any
substantial part of its property and such jurisdiction, custody or control
remains in force unrelinquished, unstayed or unterminated for a period of
forty-five (45) days; or

         g. If in any proceeding or action in which Tenant is a party, a
trustee, receiver, agent or custodian is appointed to take charge of the
Premises or Tenant's Property (or has the authority to do so) for the purpose of
enforcing a lien against the Premises or Tenant's Property; or

         h. If Tenant is a partnership or consists of more than one (1) person
or entity, if any partner of the partnership or other person or entity is
involved in any of the acts or events described in subparagraphs d through g
above.

         27.2. REMEDIES. In the event of Tenant's default hereunder, then in
addition to any other rights or remedies Landlord may have under any law,
Landlord shall have the right, at Landlord's option, without further notice or
demand of any kind to do the following:

         a. Terminate this Lease and Tenant's right to possession of the
Premises and reenter the Premises and take possession thereof, and Tenant shall
have no further claim to the Premises or under this Lease; or

         b. Continue this Lease in effect, reenter and occupy the Premises for
the account of Tenant, and collect any unpaid Rent or other charges which have
or thereafter become due and payable; or

         c. Reenter the Premises under the provisions of subparagraph b, and
thereafter elect to terminate this Lease and Tenant's right to possession of the
Premises.

         If Landlord reenters the Premises under the provisions of subparagraphs
b or c above, Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to terminate
this Lease. In the event of any reentry or retaking of possession by Landlord,
Landlord shall have the right, but not the obligation, to remove all or any part
of Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such

<PAGE>

reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
unpaid hereunder and the balance, if any, shall be held by Landlord and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such reletting or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.

         Should Landlord elect to terminate this Lease under the provisions of
subparagraph a or c above, Landlord may recover as damages from Tenant the
following:

                  1. PAST RENT. The worth at the time of the award of any unpaid
Rent which had been earned at the time of termination; plus

                  2. RENT PRIOR TO AWARD. The worth at the time of the award of
the amount by which the unpaid Rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus

                  3. RENT AFTER AWARD. The worth at the time of the award of the
amount by which the unpaid Rent for the balance of the Term after the time of
award exceeds the amount of the rental loss that Tenant proves could be
reasonably avoided; plus

                  4. PROXIMATELY CAUSED DAMAGES. Any other amount necessary to
compensate Landlord for all 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, including, but not limited to, any
costs or expenses (including attorneys' fees), incurred by Landlord in (a)
retaking possession of the Premises, (b) maintaining the Premises after Tenant's
default, (c) preparing the Premises for reletting to a new tenant, including any
repairs or alterations, and (d) reletting the Premises, including broker's
commissions.

"The worth at the time of the award" as used in subparagraphs 1 and 2 above, is
to be computed by allowing interest at the rate of twelve percent (12%) per
annum. "The worth at the time of the award" as used in subparagraph 3 above, is
to be computed by discounting the amount at the discount rate of the Federal
Reserve Bank situated nearest to the Premises at the time of the award.

The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any
subsequent breach of the same or any other term, covenant or condition.
Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
deemed a waiver of any preceding breach other than the failure to pay the
particular Rent so accepted, regardless of Landlord's knowledge of any breach at
the time of such acceptance of Rent. Landlord shall not be deemed to have waived
any term, covenant or condition unless Landlord gives Tenant written notice of
such waiver.

         27.3 LANDLORD'S DEFAULT. If Landlord fails to perform any covenant,
condition or agreement contained in this Lease within thirty (30) days after
receipt of written notice from Tenant specifying such default, or if such
default cannot reasonably be cured within thirty (30) days, if Landlord fails to
commence to cure within that thirty (30) day period, then Landlord shall be
liable to Tenant for any damages sustained by Tenant as a result of Landlord's
breach, provided, however, it is expressly understood and agreed that if Tenant
obtains a money judgment against Landlord resulting from any default or other
claim arising under this Lease, that judgment shall be satisfied only out of the
rents, issues, profits, and other income actually received on account of
Landlord's right, title and interest in the Premises, Building or Project, and
no other real, personal or mixed property of Landlord (or of any of the partners
which comprise Landlord, if any) wherever situated, shall be subject to levy to
satisfy such judgment If, after notice to Landlord of default, Landlord (or any
first mortgagee or first deed of trust beneficiary of Landlord) fails to cure
the default as provided herein then Tenant shall have the right to cure that
default at Landlord's expense. Tenant shall not have the right to terminate this
Lease or to withhold, reduce or offset any amount against any payments of Rent
or any other charges due and payable under this Lease except as otherwise
specifically provided herein.

28. BROKERAGE FEES.

Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except those noted in
Section 2.c. Tenant shall indemnify and hold Landlord harmless from any cost,
expense or liability (including costs of suit and reasonable attorneys' fees)
for any compensation, commission or fees claimed by any other real estate broker
or agent in connection with this Lease or its negotiation by reason of any act
of Tenant.

<PAGE>

29. NOTICES.

All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, postage prepaid, and
addressed as follows:

         (a) if to Landlord, to Landlord's Mailing Address and to the Building
manager, and (b) if to Tenant, to Tenant's Mailing Address; provided, however,
notices to Tenant shall be deemed duly served or given if delivered or mailed to
Tenant at the Premises. Landlord and Tenant may from time to time by notice to
the other designate another place for receipt of future notices.

30. GOVERNMENT ENERGY OR UTILITY CONTROLS.

In the event of imposition of federal, state or local government controls,
rules, regulations, or restrictions on the use or consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by Landlord and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.

31. RELOCATION OF PREMISES.

Landlord shall have the right to relocate the Premises to another part of the
Building in accordance with the following:

         a. The new premises shall be substantially the same in size,
dimensions, configuration, decor and nature as the Premises described in this
Lease, and if the relocation occurs after the Commencement Date, shall be placed
in that condition by Landlord at its cost.

         b. Landlord shall give Tenant at least thirty (30) days written notice
of Landlord's intention to relocate the Premises.

         c. As nearly as practicable, the physical relocation of the Premises
shall take place an a weekend and shall be completed before the following
Monday. If the physical relocation has not been completed in that time, Base
Rent shall abate in full from the time the physical relocation commences to the
time it is completed. Upon completion of such relocation, the new premises shall
become the "Premises" under this Lease.

         d. All reasonable costs incurred by Tenant as a result of the
relocation shall be paid by Landlord.

         e. If the new premises are smaller than the Premises as it existed
before the relocation, Base Rent shall be reduced proportionately.

         f. The parties hereto shall immediately execute an amendment to this
Lease setting forth the relocation of the Premises and the reduction of Base
Rent, if any.

32. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and to any mortgage, lease, or other agreement to which this Lease
may be subordinate.

33. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord is a party thereto or not, that Tenant has violated any law,
ordinance or governmental rule, regulation or requirement, shall be conclusive
of that fact as between Landlord and Tenant.

34. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse
or delay Tenant's obligation to pay Rent or other charges under this Lease.

<PAGE>

35. CURING TENANT'S DEFAULTS.

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account at the expense of Tenant. Tenant shall
pay Landlord all costs of such performance promptly upon receipt of a bill
therefor.

36. SIGN CONTROL.

Tenant shall not affix, paint, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord. Landlord shall have the right to
remove any signs or other matter, installed without Landlord's permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by Landlord.

37. MISCELLANEOUS.

         a. ACCORD AND SATISFACTION; ALLOCATION OF PAYMENTS. No payment by
Tenant or receipt by Landlord of a lesser amount than the Rent provided for in
this Lease shall be deemed to be other than on account of the earliest due Rent,
nor shall any endorsement or statement on any check or letter accompanying any
check or payment as Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of the Rent or pursue any other remedy provided for in this Lease.
In connection with the foregoing. Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.

         b. ADDENDA. If any provision contained in all addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.

         c. ATTORNEYS' FEES. If any action or proceeding is brought by either
party against the other pertaining to or arising out of this Lease, the finally
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred on account of such action or proceeding.

         d. CAPTIONS, ARTICLES AND SECTION NUMBERS. The captions appearing
within the body of this Lease have been inserted as a matter of convenience and
for reference only and in no way define, limit or enlarge the scope or meaning
of this Lease. All references to Article and Section numbers refer to Articles
and Sections in this Lease.

         e. CHANGES REQUESTED BY LENDER. Neither Landlord or Tenant shall
unreasonably withhold its consent to changes or amendments to this Lease
requested by the lender on Landlord's interest, so long as these changes do not
alter the basic business terms of this Lease or otherwise materially diminish
any rights or materially increase any obligations of the party from whom consent
to such charge or amendment is requested.

         f. CHOICE OF LAW. This Lease shall be construed and enforced in
accordance with the laws of the State.

         g. CONSENT. Notwithstanding anything contained in this Lease to the
contrary, Tenant shall have no claim, and hereby waives the right to any claim
against Landlord for money damages by reason of any refusal, withholding or
delaying by Landlord of any consent, approval or statement of satisfaction, and
in such event, Tenant's only remedies therefor shall be an action for specific
performance, injunction or declaratory judgment to enforce any right to such
consent, etc.

         h. CORPORATE AUTHORITY. If Tenant is a corporation, each individual
signing this Lease on behalf of Tenant represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of the corporation, and
that this Lease is binding or, Tenant in accordance with its terms. Tenant
shall, at Landlord's request, deliver a certified copy of a resolution of its
board of directors authorizing such execution.

         i. COUNTERPARTS. This Lease may be executed in multiple counterparts,
all of which shall constitute one and the same Lease.

         j. EXECUTION OR LEASE; NO OPTION. The submission of this Lease to
Tenant shall be for examination purposes only, and does not and shall not
constitute a reservation of or option for Tenant to lease, or otherwise create
any interest of Tenant in the Premises or any other premises within the Building
or Project. Execution of this Lease by Tenant and its return to Landlord shall
not be binding on Landlord notwithstanding any time interval, until Landlord has
in fact signed and delivered this Lease to Tenant.

<PAGE>

         k. FURNISHING OF FINANCIAL STATEMENTS; TENANT'S REPRESENTATIONS. In
order to induce Landlord to enter into this Lease Tenant agrees that it shall
promptly furnish Landlord, from time to time, upon Landlord's request, with
financial statements reflecting Tenant's current and prior financial condition.
Tenant represents and warrants that all financial statements, records and
information furnished by Tenant to Landlord in connection with this Lease are
true, correct and complete in all respects.

         1. FURTHER ASSURANCES. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.

         m. MORTGAGEE PROTECTION. Tenant agrees to send by certified or
registered mail to any first mortgagee or first deed of trust beneficiary of
Landlord whose address has been furnished to Tenant, a copy of any notice of
default served by Tenant on Landlord. If Landlord fails to cure such default
within the time provided for in this Lease, such mortgagee or beneficiary shall
have an additional thirty (30) days to cure such default; provided that if such
default cannot reasonably be cured within that thirty (30) day period, then such
mortgagee or beneficiary shall have such additional time to cure the default as
is reasonably necessary under the circumstances.

         n. PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all of the
agreements of the patties with respect to any matter covered or mentioned in
this Lease, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Lease may be
amended or added to except by an agreement in writing signed by the parties or
their respective successors in interest.

         o. RECORDING. Tenant shall not record this Lease without the prior
written consent of Landlord. Tenant, upon the request of Landlord, shall execute
and acknowledge a "short form" memorandum of this Lease for recording purposes.
'Tenant further agrees to keep every part of this Lease confidential and not
disclose nor advertise any of the terms and conditions of this Lease without
Landlord's prior written consent.

         p. SEVERABILITY. A final determination by a court of competent
jurisdiction that any provision of this Lease is invalid shall not affect the
validity of any other provision, and any provision so determined to be invalid
shall, to the extent possible, be construed to accomplish its intended effect.

         q. SUCCESSORS AND ASSIGNS. This Lease shall apply to and bind the
heirs, personal representatives, and permitted successors and assigns of the
parties.

         r. TIME OF THE ESSENCE. Time is of the essence of this Lease.

         s. WAIVER. No delay or omission in the exercise of any right or remedy
of Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

         t. COMPLIANCE. The parties hereto agree to comply with all applicable
federal, state and local laws, regulations, codes, ordinances and administrative
orders having jurisdiction over the parties, property or the subject matter of
this Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.

38. HAZARDOUS MATERIALS.

"HAZARDOUS MATERIALS" shall mean any substance or material which has been or is
hereafter designated hazardous or toxic by any federal, state, county,
municipal, or other governmental authority (collectively "Governmental
Authority") or determined by such Governmental Authority to be capable of
endangering or posing a risk of injury to, or having an adverse effect on, the
health or safety of persons, the environment or property.

Tenant and Tenant's employees and agents shall not store, use, generate,
release, or dispose of (collectively "Release"), or allow the Release, of any
Hazardous Materials in, on, under, or adjacent to the Premises, Building or
Project. Tenant and Tenant's employees and agents shall strictly comply with all
laws, ordinances, regulations, rules, orders and policies of any Governmental
Authority in effect from time to time (collectively "Environmental Laws"),
including without limitation any obligation to notify Landlord with respect to
Hazardous Materials. Tenant shall immediately notify Landlord of any inquiry,
test, investigation or enforcement proceeding by or against Tenant or the
Premises concerning Hazardous Materials. Tenant acknowledges that Landlord shall
have the right, but not the obligation, in Landlord's own name, to negotiate,
contest, defend, and approve, at Tenant's expense, any action taken or
threatened or order issued by a Governmental Authority with regard to Tenant's
failure to comply with the provisions contained herein. Tenant shall, within
five (5) days after receipt by Tenant, submit to Landlord copies of all
inquiries, tests, investigations, and enforcement proceedings described above
and copies of all reports and responses thereto prepared by or on behalf of
Tenant. In connection with the transporting of any Hazardous Materials to or
from the Premises, Tenant shall list itself as the transporter and generator.
Any breach by Tenant of the foregoing obligations shall constitute a default
under the Lease, which if not cured within the time period specified for curing
a default under the Lease, shall entitle the Landlord to exercise any rights or
remedies available to Landlord under the Lease or at law or in equity, including
the right to terminate the Lease.

<PAGE>

Tenant shall indemnify, defend and hold Landlord and Landlord's members,
partners, employees and agents harmless from and against any and all claims,
actions, suits, proceedings, orders, judgments, losses, costs, damages,
liabilities or expenses (including without Limitation attorney's fees and costs
of remediation and/or cleanup) arising in connection with any Hazardous
Materials released in, on, under or adjacent to the Premises or any portion of
the Building or Project, or any Hazardous Materials shipped thereto or
therefrom, by Tenant or Tenant's agents, employee, contractors, invitees,
assigns or subtenants (collectively "Tenant s Agents"), including, without
limitation, (i) any cost, damage or liability incurred or sustained by Landlord
in connection with an order or requirement of an governmental agency to
remediate, remove or clean up such Hazardous Materials, (ii) any third party
claim resulting from death, personal injury or property damage arising out of
the Release of such Hazardous Materials, and (iii) any consequential damages
incurred by Landlord as a result of such Release of Hazardous Material
including, loss of profits, reduction in value, and inability to sell, lease, or
finance. If Tenant or Tenant's Agents cause or allow any Hazardous Materials to
be Released in, on, under or adjacent to any portion of the Premises, Building
or Project, and any portion of the Premises, Building or Project, or adjacent
areas becomes contaminated by such Hazardous Materials, Tenant shall promptly,
at its sole cost, take all actions necessary to clean up and remove such
contamination, and restore the Premises and adjacent areas to the condition
existing prior to the appearance of such Hazardous Material. Tenant shall
Surrender the Premises to Landlord upon expiration or earlier termination of the
Lease free of all Hazardous Materials Released by Tenant or Tenant's Agents, and
in a condition which complies with all Environmental Laws, recommendations of
consultants hired by Landlord, and such other requirements as may be reasonably
imposed by Landlord. Tenant's obligations herein shall survive the termination
of this Lease.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.



The parties hereto have executed this Lease as of the dates set forth below.

<TABLE>
<CAPTION>
<S>                                                    <C>
Date: 5-9-01                                           Date: May 8, 2001
      ---------------------------------------                --------------------------------------------

Landlord:     VALLEY PARK ASSOCIATES, LLC              Tenant:   NEW WHEEL TECHNOLOGY, INC.,
                                                       a subsidiary of NEW VISUAL ENTERTAINMENT, INC.

/s/ Thomas S. Siewert                                  /s/ Allan Blevins
---------------------------------------------          --------------------------------------------------
By:           Thomas S. Siewert                        By:       Allan Blevins

Title:        Co-Managing Partner                      Title:    Chief Operating Officer

                                                       By: /s/ Allan Blevins
                                                           ----------------------------------------------

                                                       Title: President
                                                              -------------------------------------------

                                                       Tax I.D. #  94-3382601
                                                                   --------------------------------------
</TABLE>

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CONSULT YOUR ADVISORS -This document has been prepared for approval by your
attorney. No representation or recommendation is made by Landlord as to the
legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for your attorney.

In any real estate transaction, it is recommended that you consult with n
professional, such as a civil engineer, industrial hygienist or other person,
with experience in evaluating the condition of the property, including the
possible presence of asbestos hazardous materials and underground storage tanks.
--------------------------------------------------------------------------------