573/099999-0084

126075.01 a10/17/00 -2-


           STANDARD MULTI-TENANT OFFICE LEASE - GROSS
           AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.   Basic Provisions(" Basic Provisions").

      1.1   Parties:  This Lease ("Lease"), dated  for  reference
purposes  only  February 14 , 2000 is made by and between  McCabe
Way Irvine, LLC and California Software Corporation (collectively
the "Parties", or individually a `Party").

      1.2(a)    Premises: That certain portion of the Project (as
defined  below), known as Suite Numbers(s) 200, second  floor(s),
consisting  of  approximately 10,668  rentable  square  feet  and
approximately   9,525  useable  square  feet  ("Premises").   The
Premises  are  located at: 2485 McCabe, in the  City  of  Irvine,
County  of  Orange, State of California with zip code  92614.  In
addition  to  Lessee's rights to use and occupy the  Premises  as
hereinafter specified, Lessee shall have nonexclusive  rights  to
the  Common  Areas  (as  defined  in  Paragraph  2.7  below)   as
hereinafter specified, but shall not have any rights to the roof,
the  exterior walls, the area above the dropped ceilings, or  the
utility   raceways  of  the  building  containing  the   Premises
("Building")  or  to  any other buildings  in  the  Project.  The
Premises,  the  Building, the Common Areas, the land  upon  which
they are located, along with all other buildings and improvements
thereon,  are  herein collectively referred to as the  `Project."
The  Project  consists of approximately 102,280  rentable  square
feet. (See also Paragraph 2)

      1.2(b)     Parking: 45 unreserved and N/A reserved  vehicle
parking  spaces  at a monthly cost of $0.00 per unreserved  space
and $N/A per reserved space. (See Paragraph 2.6)

      1.3   Term:  five (5) years and 0 months ("Original  Term')
commencing April 15 , 2000 ("Commencement Date") and ending April
14 , 2005 ("Expiration Date"). (See also Paragraph 3)

      1.4   Early Possession: N/A ("Early Possession Date")  (See
also Paragraphs 3.2 and 3.3).

      1.5  Base Rent: $22,403.00 per month ("Base Rent"), payable
on  the  first (1st) day of each month commencing April 1,  2000.
(See also Paragraph 4)

  If  this box is checked, there are provisions in this Lease for
the Base Rent to be adjusted.

      1.6  Lessee's Share of Operating Expense Increase: Ten  and
43/100  percent (10.43%) ("Lessee's Share"). Lessee's  Share  has
been  calculated  by  dividing  the approximate  rentable  square
footage  of the Premises by the total approximate square  footage
of  the rentable space contained in the Project and shall not  be
subject to revision except in connection with an actual change in
the  size of the Premises or a change in the space available  for
lease in the Project.

     1.7  Base Rent and Other Monies Paid Upon Execution:

          (a)  Base Rent: $22,403.00 for the period See Addendum

          (b)  Security Deposit: $24,647.00 ("Security Deposit").
(See also Paragraph 5)

          (c)  Parking: $N/A  for the period

          (d)  Other: $ N/A for

          (e)  Total Due Upon Execution of this Lease: $47,050.00

       1.8   Agreed  Use:  General  office  purposes.  (See  also
Paragraph 6)

      1.9   Base  Year; Insuring Party. The Base  Year  is  2000.
Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8)

     1.10 Real Estate Brokers: (See also Paragraph 15)

          (a) Representation: The following real estate brokers (
the   "Brokers")  and  brokerage  relationships  exist  in   this
transaction (check applicable boxes):

                                represents   Lessor   exclusively
("Lessor's Broker");

                                represents   Lessee   exclusively
("Lessee's Broker"); or

  Grubb  & Ellis Company represents both Lessor and Lessee ("Dual
Agency").

           (b) Payment to Brokers: Upon execution and delivery of
this  Lease by both Parties, Lessor shall pay to the Brokers  the
brokerage  fee agreed to in a separate written agreement  (or  if
there  is  no such agreement, the sum of ____________________  or
_________%  of  the  total Base Rent for the  brokerage  services
rendered by the Brokers).

      1.11  Guarantor. The obligations of the Lessee  under  this
Lease  shall  be  guaranteed  by  N/A  ("Guarantor").  (See  also
Paragraph 37)

      1.12 Business Hours for the Building:: 7:00 a.m. to 6 :  00
p.m., Mondays through Fridays (except Building Holidays) and 8:00
a.m.  to  1:00  p.m.  on  Saturdays (except  Building  Holidays).
"Building  Holidays" shall mean the dates of observation  of  New
Year's  Day,  President's Day, Memorial  Day,  Independence  Day,
Labor    Day,    Thanksgiving    Day,    Christmas    Day,    and
____________________.

       1.13   Lessor   Supplied  Services.  Notwithstanding   the
provisions of Paragraph 11.1, Lessor is NOT obligated to  provide
the following:

     Janitorial services

     Electricity

     Other (specify):

      1.14 Attachments. Attached hereto are the following, all of
which constitute a part of this Lease:

 an Addendum consisting of Paragraphs 50 through 53 ,

 a plot plan depicting the Premises;

 a current set of the Rules and Regulations;

 a Work Letter;

 a janitorial schedule;

 other (specify)

2.   Premises.

     2.1  Letting.  Lessor hereby leases to  Lessee,  and  Lessee
hereby  leases from Lessor, the Premises, for the  term,  at  the
rental,  and upon all of the terms, covenants and conditions  set
forth  in  this  Lease.  Unless otherwise  provided  herein,  any
statement of size set forth in this Lease, or that may have  been
used  in  calculating Rent, is an approximation which the Parties
agree  is  reasonable  and any payments  based  thereon  are  not
subject  to  revision whether or not the actual size is  more  or
less. Note: Lessee Is advised to verify the actual size prior  to
executing this Lease.

     2.2  Condition. Lessor shall deliver the Premises to  Lessee
in  a  clean  condition on the Commencement  Date  or  the  Early
Possession  Date,  whichever  first occurs  ("Start  Date"),  and
warrants  that the existing electrical, plumbing, fire sprinkler,
lighting,  heating,  ventilating  and  air  conditioning  systems
("HVAC"),  and all other items which the Lessor is  obligated  to
construct  pursuant to the Work Lefler attached hereto,  if  any,
other  than  those  constructed  by  Lessee,  shall  be  in  good
operating condition on said date.

     2.3   Compliance.  Lessor  warrants  that  the  improvements
comprising  the  Premises and the Common Areas  comply  with  the
building  codes  that were in effect at the time that  each  such
improvement, or portion thereof, was constructed, and  also  with
all   applicable  laws,  covenants  or  restrictions  of  record,
regulations, and ordinances ("Applicable Requirements') in effect
on  the  Start Date. Said warranty does not apply to the  use  to
which  Lessee will put the Premises, modifications which  may  be
required  by  the Americans with Disabilities Act or any  similar
laws  as a result of Lessee's use (see Paragraph 50), or  to  any
Alterations  or  Utility installations (as defined  in  Paragraph
7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible
for  determining  whether or not the zoning and other  Applicable
Requirements  are  appropriate for  Lessee's  intended  use,  and
acknowledges  that past uses of the Premises  may  no  longer  be
allowed. If the Premises do not comply with said warranty, Lessor
shall,  except as otherwise provided, promptly after  receipt  of
written  notice  from Lessee setting forth with  specificity  the
nature  and extent of such non-compliance, rectify the  same.  If
the  Applicable  Requirements are  hereafter  changed  so  as  to
require  during  the  term of this Lease the construction  of  an
addition to or an alteration of the Premises, the remediation  of
any  Hazardous Substance, or the reinforcement or other  physical
modification of the Premises ("Capital Expenditure"), Lessor  and
Lessee shall allocate the cost of such work as follows:

          (a)  Subject to Paragraph 2.3(c) below, if such Capital
Expenditures are required as a result of the specific and  unique
use of the Premises by Lessee as compared with uses by tenants in
general,  Lessee shall be fully responsible for the cost thereof,
provided,  however that if such Capital Expenditure  is  required
during  the  last  2  years of this Lease and  the  cost  thereof
exceeds  6  months' Base Rent, Lessee may instead terminate  this
Lease  unless Lessor notifies Lessee, in writing, within 10  days
after  receipt  of Lessee's termination notice  that  Lessor  has
elected to pay the difference between the actual cost thereof and
the  amount  equal  to  6  months' Base Rent.  If  Lessee  elects
termination,  Lessee  shall immediately  cease  the  use  of  the
Premises  which requires such Capital Expenditure and deliver  to
Lessor  written notice specifying a termination date at least  90
days  thereafter.  Such termination date shall,  however,  in  no
event  be  earlier  than the last day that Lessee  could  legally
utilize the Premises without commencing such Capital Expenditure.

          (b)  If  such Capital Expenditure is not the result  of
the  specific and unique use of the Premises by Lessee (such  as,
governmentally mandated seismic modifications), then  Lessor  and
Lessee  shall  allocate the cost of such Capital  Expenditure  as
follows:  Lessor  shall  advance the  funds  necessary  for  such
Capital  Expenditure but Lessee shall be obligated to  pay,  each
month during the remainder of the term of this Lease, on the date
on  which  Base  Rent is due, an amount equal to the  product  of
multiplying   Lessee's  share  of  the  cost  of   such   Capital
Expenditure  (the  percentage specified in  Paragraph  1.6  by  a
fraction,  the numerator of which is one, and the denominator  of
which  is  144 (ie. 11144th of the cost per month). Lessee  shall
pay  interest on the unamortized balance of Lessee's share  at  a
rate  that is commercially reasonable in the judgment of Lessor's
accountants.  Lessee may, however, prepay its obligation  at  any
time.  Provided,  however, that if such  Capital  Expenditure  is
required  during  the last 2 years of this  Lease  or  if  Lessor
reasonably determines that it is not economically feasible to pay
its share thereof, Lessor shall have the option to terminate this
Lease  upon 90 days prior written notice to Lessee unless  Lessee
notifies  Lessor,  in writing, within 10 days  after  receipt  of
Lessor's termination notice that Lessee will pay for such Capital
Expenditure. If Lessor does not elect to terminate, and fails  to
tender  its  share  of any such Capital Expenditure,  Lessee  may
advance  such  funds  and deduct same, with Interest,  from  Rent
until  Lessor's  share of such costs have  been  fully  paid.  If
Lessee is unable to finance Lessor's share, or if the balance  of
the  Rent due and payable for the remainder of this Lease is  not
sufficient  to fully reimburse Lessee on an offset basis,  Lessee
shall have the right to terminate this Lease upon 30 days written
notice to Lessor.

          (c)   Notwithstanding   the   above,   the   provisions
concerning  Capital Expenditures are intended to  apply  only  to
nonvoluntary, unexpected, and new Applicable Requirements. If the
Capital Expenditures are instead triggered by Lessee as a  result
of  an  actual or proposed change in use, change in intensity  of
use,  or  modification to the Premises then, and in  that  event,
Lessee  shall  be  fully responsible for the  cost  thereof,  and
Lessee shall not have any right to terminate this Lease.

     2.4  Acknowledgements. Lessee acknowledges that: (a)  Lessee
has  been advised by Lessor and/or Brokers to satisfy itself with
respect  to  the  condition of the Premises  (including  but  not
limited  to  the  electrical, HVAC and  fire  sprinkler  systems,
security,  environmental aspects, and compliance with  Applicable
Requirements), and their suitability for Lessee's  intended  use,
(b) Lessee has made such investigation as it deems necessary with
reference to such matters and assumes all responsibility therefor
as  the  same  relate to its occupancy of the Premises,  and  (c)
neither  Lessor, Lessor's agents, nor Brokers have made any  oral
or  written  representations or warranties with respect  to  said
matters  other  than  as set forth in this  Lease.  In  addition,
Lessor   acknowledges   that:   (i)   Brokers   have   made    no
representations,  promises  or  warranties  concerning   Lessee's
ability to honor the Lease or suitability to occupy the Premises,
and  (ii)  it is Lessor's sole responsibility to investigate  the
financial capability and/or suitability of all proposed tenants.

     2.5  Lessee as Prior Owner/Occupant. The warranties made  by
Lessor  in  Paragraph  2  shall be  of  no  force  or  effect  if
immediately  prior to the Start Date, Lessee  was  the  owner  or
occupant  of  the  Premises.  In  such  event,  Lessee  shall  be
responsible for any necessary corrective work.

     2.6  Vehicle  Parking. So long as Lessee is not in  default,
and subject to the Rules and Regulations attached hereto, and  as
established by Lessor from time to time, Lessee shall be entitled
to  rent  and  use  the  number of parking  spaces  specified  in
Paragraph 1.2(b) at the rental rate applicable from time to  time
for monthly parking as set by Lessor and/or its licensee.

          (a)  If  Lessee commits, permits or allows any  of  the
prohibited activities described in the Lease or the rules then in
effect,  then  Lessor shall have the right,  without  notice,  in
addition  to such other rights and remedies that it may have,  to
remove  or tow away the vehicle involved and charge the  cost  to
Lessee,  which cost shall be immediately payable upon  demand  by
Lessor.

          (b)  The  monthly rent per parking space  specified  in
Paragraph 1.2(b) is subject to change upon 30 days prior  written
notice  to Lessee. The rent for the parking is payable one  month
in advance prior to the first day of each calendar month.

     2.7  Common Areas - Definition. The term `Common  Areas"  is
defined  as  all  areas and facilities outside the  Premises  and
within  the  exterior boundary line of the Project  and  interior
utility  raceways and installations within the Premises that  are
provided and designated by the Lessor from time to time  for  the
general  nonexclusive use of Lessor, Lessee and other tenants  of
the  Project and their respective employees, suppliers, shippers,
customers,  contractors and invitees, including, but not  limited
to,  common  entrances,  lobbies, corridors,  stairwells,  public
restrooms, elevators, parking areas, loading and unloading areas,
trash areas, roadways, walkways, driveways and landscaped areas.

     2.8  Common  Areas  -  Lessee's  Rights.  Lessor  grants  to
Lessee,  for the benefit of Lessee and its employees,  suppliers,
shippers, contractors, customers and invitees, during the term of
this  Lease, the nonexclusive right to use, in common with others
entitled to such use, the Common Areas as they exist from time to
time,  subject to any rights, powers, and privileges reserved  by
Lessor under the terms hereof or under the terms of any rules and
regulations  or  restrictions governing the use of  the  Project.
Under no circumstances shall the right herein granted to use  the
Common  Areas  be  deemed  to include  the  right  to  store  any
property,  temporarily or permanently, in the Common  Areas.  Any
such storage shall be permitted only by the prior written consent
of  Lessor  or  Lessor's designated agent, which consent  may  be
revoked  at any time. In the event that any unauthorized  storage
shall occur then Lessor shall have the right, without notice,  in
addition  to such other rights and remedies that it may have,  to
remove  the  property and charge the cost to Lessee,  which  cost
shall be immediately payable upon demand by Lessor.

     2.9  Common  Areas - Rules and Regulations. Lessor  or  such
other  person(s) as Lessor may appoint shall have  the  exclusive
control  and  management of the Common Areas and shall  have  the
right,  from  time to time, to adopt, modify, amend  and  enforce
reasonable  rules  and regulations ("Rules and Regulations')  for
the management, safety, care, and cleanliness of the grounds, the
parking  and unloading of vehicles and the preservation  of  good
order,  as  well  as  for the convenience of other  occupants  or
tenants  of the Building and the Project and their invitees.  The
Lessee  agrees  to  abide by and conform to all  such  Rules  and
Regulations,  and  to  cause its employees, suppliers,  shippers,
customers,  contractors and invitees to  so  abide  and  conform.
Lessor  shall  not be responsible to Lessee for the noncompliance
with said Rules and Regulations by other tenants of the Project.

     2.10Common Areas - Changes. Lessor shall have the right,  in
Lessor's sole discretion, from time to time:

          (a)  To  make  changes to the Common Areas,  including,
without  limitation,  changes in the location,  size,  shape  and
number of the lobbies, windows, stairways, air shafts, elevators,
escalators,  restrooms,  driveways,  entrances,  parking  spaces,
parking  areas,  loading  and unloading areas,  ingress,  egress,
direction  of  traffic, landscaped areas,  walkways  and  utility
raceways;

          (b)  To  close temporarily any of the Common Areas  for
maintenance purposes so long as reasonable access to the Premises
remains available;

          (c)  To designate other land outside the boundaries  of
the Project to be a part of the Common Areas;

          (d)   To  add additional buildings and improvements  to
          the Common Areas;

          (e)  To  use the Common Areas while engaged  in  making
additional  improvements, repairs or alterations to the  Project,
or any portion thereof; and

          (f)  To  do  and perform such other acts and make  such
other  changes  in, to or with respect to the  Common  Areas  and
Project  as  Lessor  may,  in  the  exercise  of  sound  business
judgment, deem to be appropriate.

3.   Term.

     3.1   Term.  The  Commencement  Date,  Expiration  Date  and
Original Term of this Lease are as specified in Paragraph 1.3.

    3.2    Early  Possession.  If  Lessee  totally  or  partially
occupies  the  Premises  prior  to  the  Commencement  Date,  the
obligation  to  pay Base Rent shall be abated for the  period  of
such  early  possession. All other terms of this Lease (including
but  not limited to the obligations to pay Lessee's Share of  the
Operating  Expense Increase) shall, however, be in effect  during
such  period.  Any  such early possession shall  not  affect  the
Expiration Date.

     3.3   Delay  In Possession. Lessor agrees to  use  its  best
commercially  reasonable  efforts to deliver  possession  of  the
Premises  to  Lessee by the Commencement Date. If,  despite  said
efforts,  Lessor is unable to deliver possession  by  such  date,
Lessor shall not be subject to any liability therefor, nor  shall
such failure affect the validity of this Lease. Lessee shall not,
however,   be  obligated  to  pay  Rent  or  perform  its   other
obligations until Lessor delivers possession of the Premises  and
any  period  of  rent abatement that Lessee would otherwise  have
enjoyed  shall  run from the date of delivery of  possession  and
continue  for a period equal to what Lessee would otherwise  have
enjoyed  under  the  terms hereof, but minus any  days  of  delay
caused  by the acts or omissions of Lessee. If possession is  not
delivered within 60 days after the Commencement Date, as the same
may  be  extended under the terms of any Work Letter executed  by
Parties,  Lessee may, at its option, by notice in writing  within
10  days after the end of such 60 day period, cancel this  Lease,
in   which  event  the  Parties  shall  be  discharged  from  all
obligations hereunder. If such written notice is not received  by
Lessor within said 10 day period, Lessee's right to cancel  shall
terminate. If possession of the Premises is not delivered  within
120  days after the Commencement Date, this Lease shall terminate
unless other agreements are reached between Lessor and Lessee, in
writing.

    3.4   Lessee  Compliance. Lessor shall  not  be  required  to
deliver  possession  of  the  Premises  to  Lessee  until  Lessee
complies  with  its obligation to provide evidence  of  insurance
(Paragraph 8.5). Pending delivery of such evidence, Lessee  shall
be  required to perform all of its obligations under  this  Lease
from  and  after the Start Date, including the payment  of  Rent,
notwithstanding Lessor's election to withhold possession  pending
receipt  of  such evidence of insurance. Further,  if  Lessee  is
required  to perform any other conditions prior to or  concurrent
with  the  Start Date, the Start Date shall occur but Lessor  may
elect to withhold possession until such conditions are satisfied.

4.   Rent.

     4.1.  Rent  Defined. All monetary obligations of  Lessee  to
Lessor  under  the terms of this Lease (except for  the  Security
Deposit) are deemed to be rent (`Rent').

    4.2   Operating Expense Increase. Lessee shall pay to  Lessor
during  the  term hereof, in addition to the Base Rent,  Lessee's
Share  of  the  amount by which all Operating Expenses  for  each
Comparison Year exceeds the amount of all Operating Expenses  for
the  Base Year, such excess being hereinafter referred to as  the
"Operating  Expense Increase", in accordance with  the  following
provisions:

          (a)  "Base Year" is as specified in Paragraph 1.9.

          (b)  "Comparison Year" is defined as each calendar year
during  the  term  of this Lease subsequent  to  the  Base  Year;
provided, however, Lessee shall have no obligation to pay a share
of  the  Operating Expense Increase applicable to  the  first  12
months  of the Lease Term (other than such as are mandated  by  a
governmental authority, as to which government mandated  expenses
Lessee  shall  pay  Lessee's  Share, notwithstanding  they  occur
during  the  first  twelve (12) months). Lessee's  Share  of  the
Operating  Expense  Increase for the first  and  last  Comparison
Years  of  the  Lease Term shall be prorated  according  to  that
portion of such Comparison Year as to which Lessee is responsible
for a share of such increase.

          (c) "Operating Expenses' include all costs incurred  by
Lessor  relating to the ownership and operation of  the  Project,
calculated  as  if  the  Project  was  at  least  95%   occupied,
including, but not limited to, the following:

               (i)  The  operation,  repair, and  maintenance  in
neat,  clean,  safe,  good  order  and  condition,  but  not  the
replacement (see subparagraph (g)), of the following:

                    (aa)The   Common   Areas,   including   their
surfaces, coverings, decorative items, carpets, drapes and window
coverings,  and  including parking areas, loading  and  unloading
areas,  trash  areas,  roadways, sidewalks, walkways,  stairways,
parkways,   driveways,  landscaped  areas,   striping,   bumpers,
irrigation  systems,  Common Area lighting  facilities,  building
exteriors and roofs, fences and gates;

                    (bb)All  heating, air conditioning, plumbing,
electrical systems, life safety equipment, communication  systems
and  other  equipment used in common by, or for the  benefit  of,
lessees  or  occupants  of the Project, including  elevators  and
escalators, tenant directories, fire detection systems  including
sprinkler system maintenance and repair.

               (ii)Trash   disposal,  janitorial   and   security
services,   pest  control  services,  and  the   costs   of   any
environmental inspections;

               (iii)     Any  other  service to  be  provided  by
Lessor  that is elsewhere in this Lease stated to bean `Operating
Expense";

               (iv)The  cost  of the premiums for  the  insurance
policies  maintained by Lessor pursuant to paragraph  8  and  any
deductible portion of an insured loss concerning the Building  or
the Common Areas;

               (v)  The amount of the Real Property Taxes payable
by Lessor pursuant to paragraph 10;

               (vi)  The  cost of water, sewer, gas, electricity,
and other publicly mandated services not separately metered;

               (vii)     Labor,  salaries, and applicable  fringe
benefits  and  costs,  materials, supplies  and  tools,  used  in
maintaining  and/or  cleaning  the  Project  and  accounting  and
management fees attributable to the operation of the Project;

               (viii)    The  cost of any Capital Expenditure  to
the  Building or the Project not covered under the provisions  of
Paragraph  2.3 provided; however, that Lessor shall allocate  the
cost  of  any such Capital Expenditure over a 12 year period  and
Lessee  shall not be required to pay more than Lessee's Share  of
1/144th  of  the cost of such Capital Expenditure  in  any  given
month;

               (ix)     Replacement of equipment or  improvements
that  have  a useful life for accounting purposes of 5  years  or
less.

          (d)  Any item of Operating Expense that is specifically
attributable  to  the  Premises, the Building  or  to  any  other
building  in  the  Project  or  to  the  operation,  repair   and
maintenance  thereof,  shall  be  allocated  entirely   to   such
Premises,  Building, or other building. However,  any  such  item
that  is not specifically attributable to the Building or to  any
other  building  or  to  the operation,  repair  and  maintenance
thereof,  shall be equitably allocated by Lessor to all buildings
in the Project.

          (e)  The inclusion of the improvements, facilities  and
services set forth in Subparagraph 4.2(c) shall not be deemed  to
impose an obligation upon Lessor to either have said improvements
or  facilities  or to provide those services unless  the  Project
already  has  the same, Lessor already provides the services,  or
Lessor has agreed elsewhere in this Lease to provide the same  or
some of them.

          (f)  Lessee's Share of Operating Expense Increase shall
be  payable by Lessee within 10 days after a reasonably  detailed
statement of actual expenses is presented to Lessee by Lessor. At
Lessor's  option, however, an amount may be estimated  by  Lessor
from  time  to time in advance of Lessee's Share of the Operating
Expense  Increase for any Comparison Year, and the same shall  be
payable monthly during each Comparison Year of the Lease term, on
the same day as the Base Rent is due hereunder. In the event that
Lessee  pays  Lessor's estimate of Lessee's  Share  of  Operating
Expense  Increase  as aforesaid, Lessor shall deliver  to  Lessee
within  60  days after the expiration of each Comparison  Year  a
reasonably  detailed  statement showing  Lessee's  Share  of  the
actual  Operating Expense Increase incurred during such year.  If
Lessee's payments under this paragraph (f) during said Comparison
Year exceed Lessee's Share as indicated on said statement, Lessee
shall  be  entitled  to  credit the amount  of  such  overpayment
against Lessee's Share of Operating Expense Increase next falling
due.  If  Lessee's  payments  under this  paragraph  during  said
Comparison  Year  were less than Lessee's Share as  indicated  on
said  statement,  Lessee shall pay to Lessor the  amount  of  the
deficiency within 10 days after delivery by Lessor to  Lessee  of
said  statement. Lessor and Lessee shall forthwith adjust between
them by cash payment any balance determined to exist with respect
to  that portion of the last Comparison Year for which Lessee  is
responsible  as  to Operating Expense Increases,  notwithstanding
that  the Lease term may have terminated before the end  of  such
Comparison Year.

          (g)  Operating Expenses shall not include the costs  of
replacement for equipment or capital components such as the roof,
foundations, exterior walls or a Common Area capital improvement,
such  as  the parking lot paving, elevators, fences that  have  a
useful life for accounting purposes of 5 years or more unless  it
is  of  the type described in paragraph 4.2(c) (viii),  in  which
case their cost shall be included as above provided.

          (h)  Operating Expenses shall not include any  expenses
paid  by  any  tenant directly to third parties, or as  to  which
Lessor  is otherwise reimbursed by any third party, other tenant,
or by insurance proceeds.

    4.3   Payment.  Lessee  shall cause payment  of  Rent  to  be
received  by  Lessor in lawful money of the United States  on  or
before  the  day on which it is due, without offset or  deduction
(except  as specifically permitted in this Lease). Rent  for  any
period  during  the tern hereof which is for less than  one  full
calendar month shall be prorated based upon the actual number  of
days  of  said month. Payment of Rent shall be made to Lessor  at
its  address stated herein or to such other persons or  place  as
Lessor may from time to time designate in writing. Acceptance  of
a  payment which is less than the amount then due shall not be  a
waiver of Lessor's rights to the balance of such Rent, regardless
of  Lessor's  endorsement of any check so stating. In  the  event
that  any  check, draft, or other instrument of payment given  by
Lessee  to Lessor is dishonored for any reason, Lessee agrees  to
pay  to  Lessor  the sum of $25 in addition to any  Late  Charge.
Payments  will  be  applied  first to accrued  late  charges  and
attorney's  fees, second to accrued interest, then to  Base  Rent
and  Operating Expense Increase, and any remaining amount to  any
other outstanding charges or costs.

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

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

     6.2  Hazardous Substances.

          (a)   Reportable   Uses  Require  Consent.   The   term
"Hazardous  Substance"  as  used in this  Lease  shall  mean  any
product,  substance, or waste whose presence,  use,  manufacture,
disposal,  transportation, or release, either  by  itself  or  in
combination with other materials expected to be on the  Premises,
is either: (i) potentially injurious to the public health, safety
or  welfare,  the environment or the Premises, (ii) regulated  or
monitored  by any governmental authority, or (iii)  a  basis  for
potential liability of Lessor to any governmental agency or third
party   under  any  applicable  statute  or  common  law  theory.
Hazardous  Substances  shall include,  but  not  be  limited  to,
hydrocarbons,  petroleum,  gasoline,  and/or  crude  oil  or  any
products,  byproducts  or  fractions thereof.  Lessee  shall  not
engage in any activity in or on the Premises which constitutes  a
Reportable Use of Hazardous Substances without the express  prior
written  consent  of  Lessor and timely compliance  (at  Lessee's
expense) with all Applicable Requirements. "Reportable Use" shall
mean  (i)  the  installation or use of any above or below  ground
storage  tank,  (ii)  the generation, possession,  storage,  use,
transportation,  or  disposal  of  a  Hazardous  Substance   that
requires  a  permit  from, or with respect  to  which  a  report,
notice,  registration or business plan is required  to  be  filed
with,  any  governmental authority, and/or (iii) the presence  at
the  Premises of a Hazardous Substance with respect to which  any
Applicable  Requirements  requires that  a  notice  be  given  to
persons   entering  or  occupying  the  Premises  or  neighboring
properties.  Notwithstanding the foregoing, Lessee  may  use  any
ordinary and customary materials reasonably required to  be  used
in  the  normal course of the Agreed Use such as ordinary  office
supplies  (copier  toner, liquid paper, glue,  etc.)  and  common
household  cleaning  materials,  so  long  as  such  use  is   in
compliance  with all Applicable Requirements, is not a Reportable
Use, and does not expose the Premises or neighboring property  to
any  meaningful risk of contamination or damage or expose  Lessor
to  any liability therefor. In addition, Lessor may condition its
consent  to  any  Reportable Use upon receiving  such  additional
assurances  as  Lessor  reasonably  deems  necessary  to  protect
itself,  the public, the Premises and/or the environment  against
damage,  contamination, injury and/or liability,  including,  but
not  limited to, the installation (and removal on or before Lease
expiration or termination) of protective modifications  (such  as
concrete encasements) and/or increasing the Security Deposit.

          (b)  Duty  to  Inform Lessor. If Lessee knows,  or  has
reasonable cause to believe, that a Hazardous Substance has  come
to  be located in, on, under or about the Premises, other than as
previously consented to by Lessor, Lessee shall immediately  give
written notice of such fact to Lessor, and provide Lessor with  a
copy of any report, notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.

          (c)  Lessee  Remediation. Lessee  shall  not  cause  or
permit any Hazardous Substance to be spilled or released in,  on,
under,  or about the Premises (including through the plumbing  or
sanitary  sewer system) and shall promptly, at Lessee's  expense,
comply   with   all   Applicable  Requirements   and   take   all
investigatory  and/or  remedial  action  reasonably  recommended,
whether  or not formally ordered or required, for the cleanup  of
any  contamination of, and for the maintenance,  security  and/or
monitoring  of the Premises or neighboring properties,  that  was
caused  or materially contributed to by Lessee, or pertaining  to
or  involving  any Hazardous Substance brought onto the  Premises
during  the  term of this Lease, by or for Lessee, or  any  third
party.

          (d)  Lessee  Indemnification. Lessee  shall  indemnify,
defend and hold Lessor, its agents, employees, lenders and ground
lessor,  if  any, harmless from and against any and all  loss  of
rents  and/or damages, liabilities, judgments, claims,  expenses,
penalties, and attorneys' and consultants' fees arising out of or
involving any Hazardous Substance brought onto the Premises by or
for  Lessee,  or any third party (provided, however, that  Lessee
shall  have  no  liability  under  this  Lease  with  respect  to
underground  migration  of  any  Hazardous  Substance  under  the
Premises  from  areas  outside  of  the  Project  not  caused  or
contributed  to  by Lessee). Lessee's obligations shall  include,
but not be limited to, the effects of any contamination or injury
to  person,  property or the environment created or  suffered  by
Lessee,  and  the  cost  of investigation, removal,  remediation,
restoration and/or abatement, and shall survive the expiration or
termination  of  this  Lease.  No  termination,  cancellation  or
release agreement entered into by Lessor and Lessee shall release
Lessee  from  its  obligations under this Lease with  respect  to
Hazardous Substances, unless specifically so agreed by Lessor  in
writing at the time of such agreement.

          (e)  Lessor  Indemnification. Lessor and its successors
and  assigns shall indemnify, defend, reimburse and hold  Lessee,
its  employees and lenders, harmless from and against any and all
environmental  damages, including the cost of remediation,  which
result  from  Hazardous Substances which existed on the  Premises
prior  to  Lessee's occupancy or which are caused  by  the  gross
negligence  or  willful  misconduct  of  Lessor,  its  agents  or
employees.  Lessor's  obligations, as and when  required  by  the
Applicable  Requirements, shall include, but not be  limited  to,
the  cost  of  investigation, removal,  remediation,  restoration
and/or abatement, and shall survive the expiration or termination
of this Lease.

          (f)   Investigations  and  Remediations.  Lessor  shall
retain  the  responsibility  and pay for  any  investigations  or
remediation  measures  required by governmental  entities  having
jurisdiction   with  respect  to  the  existence   of   Hazardous
Substances  on  the Premises prior to Lessee's occupancy,  unless
such remediation measure is required as a result of Lessee's  use
(including  `Alterations", as defined in paragraph 7.3(a)  below)
of  the Premises, in which event Lessee shall be responsible  for
such payment. Lessee shall cooperate fully in any such activities
at  the request of Lessor, including allowing Lessor and Lessor's
agents  to  have reasonable access to the Premises at  reasonable
times  in  order to carry out Lessor's investigative and remedial
responsibilities.

          (g)   Lessor   Termination  Option.  If   a   Hazardous
Substance Condition (see Paragraph 9.1(e)) occurs during the term
of  this Lease, unless Lessee is legally responsible therefor (in
which  case  Lessee shall make the investigation and  remediation
thereof  required by the Applicable Requirements and  this  Lease
shall  continue in full force and effect, but subject to Lessor's
rights  under Paragraph 6.2(d) and Paragraph 13), Lessor may,  at
Lessor's  option,  either  (i)  investigate  and  remediate  such
Hazardous Substance Condition, if required, as soon as reasonably
possible  at  Lessor's expense, in which event this  Lease  shall
continue in full force and effect, or (ii) if the estimated  cost
to  remediate  such condition exceeds 12 times the  then  monthly
Base  Rent or $100,000, whichever is greater, give written notice
to Lessee, within 30 days after receipt by Lessor of knowledge of
the occurrence of such Hazardous Substance Condition, of Lessor's
desire  to  terminate this Lease as of the date 60 days following
the  date  of such notice. In the event Lessor elects to  give  a
termination  notice, Lessee may, within 10 days thereafter,  give
written notice to Lessor of Lessee's commitment to pay the amount
by  which the cost of the remediation of such Hazardous Substance
Condition  exceeds an amount equal to 12 times the  then  monthly
Base Rent or $100,000, whichever is greater. Lessee shall provide
Lessor  with said funds or satisfactory assurance thereof  within
30  days  following  such commitment. In such event,  this  Lease
shall continue in full force and effect, and Lessor shall proceed
to make such remediation as soon as reasonably possible after the
required funds are available. If Lessee does not give such notice
and  provide the required funds or assurance thereof  within  the
time  provided,  this  Lease  shall  terminate  as  of  the  date
specified in Lessor's notice of termination.

     6.3   Lessee's   Compliance  with  Applicable  Requirements.
Except  as  otherwise provided in this Lease,  Lessee  shall,  at
Lessee's sole expense, fully, diligently and in a timely  manner,
materially   comply   with  all  Applicable   Requirements,   the
requirements  of  any  applicable fire insurance  underwriter  or
rating  bureau,  and  the recommendations of  Lessor's  engineers
and/or  consultants which relate in any manner to  the  Premises,
without regard to whether said requirements are now in effect  or
become  effective after the Start Date. Lessee shall,  within  10
days  after  receipt of Lessor's written request, provide  Lessor
with  copies  of  all  permits  and other  documents,  and  other
information  evidencing Lessee's compliance with  any  Applicable
Requirements  specified  by Lessor, and  shall  immediately  upon
receipt,  notify Lessor in writing (with copies of any  documents
involved)  of  any threatened or actual claim, notice,  citation,
warning,  complaint  or report pertaining  to  or  involving  the
failure  of  Lessee or the Premises to comply with any Applicable
Requirements.

     6.4  Inspection;  Compliance. Lessor and  Lessor's  `Lender"
(as defined in Paragraph 30) and consultants shall have the right
to  enter into Premises at any time, in the case of an emergency,
and  otherwise at reasonable times, for the purpose of inspecting
the  condition  of the Premises and for verifying  compliance  by
Lessee with this Lease. The cost of any such inspections shall be
paid by Lessor, unless a violation of Applicable Requirements, or
a Hazardous Substance Condition (see paragraph 9.1 e) is found to
exist  or be imminent, or the inspection is requested or  ordered
by  a  governmental  authority. In such case, Lessee  shall  upon
request reimburse Lessor for the cost of such inspection, so long
as  such  inspection is reasonably related to  the  violation  or
contamination.

7.    Maintenance; Repairs; Utility Installations; Trade Fixtures
and Alterations.

     7.1    Lessee's   Obligations.   Notwithstanding    Lessor's
obligation  to  keep the Premises in good condition  and  repair,
Lessee  shall be responsible for payment of the cost  thereof  to
Lessor  as  additional rent for that portion of the cost  of  any
maintenance  and  repair  of  the  Premises,  or  any   equipment
(wherever  located) that serves only Lessee or the  Premises,  to
the extent such cost is attributable to causes beyond normal wear
and  tear.  Lessee shall be responsible for the cost of painting,
repairing  or replacing wall coverings, and to repair or  replace
any  improvements with the Premises. Lessor may, at  its  option,
upon  reasonable  notice,  elect  to  have  Lessee  perform   any
particular  such  maintenance or repairs the  cost  of  which  is
otherwise Lessee's responsibility hereunder.

     7.2  Lessor's  Obligations. Subject  to  the  provisions  of
Paragraphs  2.2  (Condition),  2.3 (Compliance),  4.2  (Operating
Expenses),  6  (Use), 7.1 (Lessee's Obligations),  9  (Damage  or
Destruction)   and   14  (Condemnation),   Lessor,   subject   to
reimbursement  pursuant  to Paragraph 4.2,  shall  keep  in  good
order,  condition  and  repair the foundations,  exterior  walls,
structural  condition of interior bearing walls,  exterior  roof,
fire sprinkler system, fire alarm and/or smoke detection systems,
fire hydrants, and the Common Areas. Lessee expressly waives  the
benefit  of any statute now or hereafter in effect to the  extent
it is inconsistent with the terms of this Lease.

     7.3  Utility Installations; Trade Fixtures; Alterations.

          (a)   Definitions.  The  term  "Utility  Installations"
refers  to  all  floor and window coverings,  air  lines,  vacuum
lines,  power panels, electrical distribution, security and  fire
protection  systems,  communication cabling,  lighting  fixtures,
HVAC  equipment,  and plumbing in or on the  Premises.  The  term
"Trade Fixtures" shall mean Lessee's machinery and equipment that
can be removed without doing material damage to the Premises. The
term   "   Alterations"  shall  mean  any  modification  of   the
improvements, other than Utility Installations or Trade Fixtures,
whether by addition or deletion. "Lessee Owned Alterations and/or
Utility  Installations" are defined as Alterations and/or Utility
Installations  made by Lessee that are not yet  owned  by  Lessor
pursuant to Paragraph 7.4(a).

          (b)  Consent. Lessee shall not make any Alterations  or
Utility  Installations  to the Premises  without  Lessor's  prior
written consent. Lessee may, however, make non-structural Utility
Installations  to  the  interior of the Premises  (excluding  the
roof) without such consent but upon notice to Lessor, as long  as
they are not visible from the outside, do not involve puncturing,
relocating or removing the roof, ceilings, floors or any existing
walls,  will  not affect the electrical, plumbing,  HVAC,  and/or
life  safety systems, and the cumulative cost thereof during this
Lease  as  extended  does not exceed $2000.  Notwithstanding  the
foregoing,  Lessee shall not make or permit any roof penetrations
and/or  install  anything on the roof without the  prior  written
approval  of  Lessor. Lessor may, as a precondition  to  granting
such  approval,  require Lessee to utilize  a  contractor  chosen
and/or   approved   by   Lessor.  Any  Alterations   or   Utility
Installations that Lessee shall desire to make and which  require
the consent of the Lessor shall be presented to Lessor in written
form  with  detailed  plans. Consent shall be deemed  conditioned
upon  Lessee's:  -  (i)  acquiring  all  applicable  governmental
permits,  (ii) furnishing Lessor with copies of both the  permits
and  the  plans and specifications prior to commencement  of  the
work,  and  (iii) compliance with all conditions of said  permits
and  other  Applicable Requirements in a prompt  and  expeditious
manner.  Any  Alterations  or  Utility  Installations  shall   be
performed  in  a  workmanlike manner  with  good  and  sufficient
materials.  Lessee shall promptly upon completion furnish  Lessor
with  asbuilt plans and specifications. For work which  costs  an
amount  in  excess of one month's Base Rent, Lessor may condition
its  consent upon Lessee providing a lien and completion bond  in
an  amount equal to 150% of the estimated cost of such Alteration
or   Utility   Installation  and/or  upon  Lessee's  posting   an
additional Security Deposit with Lessor.

          (c)  Liens;  Bonds.  Lessee shall pay,  when  due,  all
claims  for labor or materials furnished or alleged to have  been
furnished  to or for Lessee at or for use on the Premises,  which
claims  are  or may be secured by any mechanic's or materialmen's
lien  against the Premises or any interest therein. Lessee  shall
give   Lessor  not  less  than  10  days  notice  prior  to   the
commencement of any work in, on or about the Premises, and Lessor
shall  have  the right to post notices of non-responsibility.  If
Lessee  shall  contest the validity of any such  lien,  claim  or
demand, then Lessee shall, at its sole expense defend and protect
itself,  Lessor and the Premises against the same and  shall  pay
and  satisfy  any  such  adverse judgment that  may  be  rendered
thereon  before the enforcement thereof. If Lessor shall require,
Lessee shall furnish a surety bond in an amount equal to 150%  of
the  amount of such contested lien, claim or demand, indemnifying
Lessor  against  liability  for the same.  If  Lessor  elects  to
participate  in  any  such  action,  Lessee  shall  pay  Lessor's
attorneys' fees and costs.

     7.4  Ownership; Removal; Surrender; and Restoration.

          (a)  Ownership.  Subject to Lessor's right  to  require
removal   or   elect  ownership  as  hereinafter  provided,   all
Alterations and Utility Installations made by Lessee shall be the
property of Lessee, but considered a part of the Premises. Lessor
may, at any time, elect in writing to be the owner of all or  any
specified  part  of  the  Lessee Owned  Alterations  and  Utility
Installations.  Unless otherwise instructed per paragraph  7.4(b)
hereof,  all  Lessee Owned Alterations and Utility  Installations
shall, at the expiration or termination of this Lease, become the
property  of  Lessor  end  be  surrendered  by  Lessee  with  the
Premises.

          (b)  Removal.  By delivery to Lessee of written  notice
from  Lessor not earlier than 90 and not later than 30 days prior
to the end of the term of this Lease, Lessor may require that any
or  all  Lessee  Owned  Alterations or Utility  Installations  be
removed  by  the expiration or termination of this Lease.  Lessor
may  require  the removal at any time of all or any part  of  any
Lessee  Owned  Alterations or Utility Installations made  without
the required consent.

          (c)  Surrender; Restoration. Lessee shall surrender the
Premises by the Expiration Date or any earlier termination  date,
with  all  of the improvements, parts and surfaces thereof  clean
and  free  of debris, and in good operating order, condition  and
state of repair, ordinary wear and tear excepted.

"Ordinary  wear  and  tear"  shall  not  include  any  damage  or
deterioration that would have been prevented by good  maintenance
practice. Notwithstanding the foregoing, if this Lease is for  12
months  or less, then Lessee shall surrender the Premises in  the
same  condition as delivered to Lessee on the Start Date with  NO
allowance  for  ordinary wear and tear. Lessee shall  repair  any
damage occasioned by the installation, maintenance or removal  of
Trade   Fixtures,   Lessee  owned  Alterations   and/or   Utility
Installations, furnishings, and equipment as well as the  removal
of any storage tank installed by or for Lessee. Lessee shall also
completely  remove  from  the  Premises  any  and  all  Hazardous
Substances  brought onto the Premises by or for  Lessee,  or  any
third party (except Hazardous Substances which were deposited via
underground migration from areas outside of the Project) even  if
such removal would require Lessee to perform or pay for work that
exceeds  statutory requirements. Trade Fixtures shall remain  the
property of Lessee and shall be removed by Lessee. The failure by
Lessee  to  timely vacate the Premises pursuant to this Paragraph
7.4(x)  without  the  express written  consent  of  Lessor  shall
constitute a holdover under the provisions of Paragraph 26 below.

8.   Insurance; Indemnity.

     8.1  Insurance  Premiums. The cost of the premiums  for  the
insurance  policies maintained by Lessor pursuant to paragraph  8
are  included as Operating Expenses (see paragraph 4.2  (c)(iv)).
Said costs shall include increases in the premiums resulting from
additional  coverage related to requirements of the holder  of  a
mortgage or deed of trust covering the Premises, Building  and/or
Project,  increased  valuation of the Premises,  Building  and/or
Project, and/or a general premium rate increase. Said costs shall
not,  however, include any premium increases resulting  from  the
nature  of the occupancy of any other tenant of the Building.  If
the  Project was not insured for the entirety of the  Base  Year,
then  the  base  premium  shall  be  the  lowest  annual  premium
reasonably obtainable for the required insurance as of the  Start
Date,  assuming  the most nominal use possible  of  the  Building
and/or Project. In no event, however, shall Lessee be responsible
for  any  portion of the premium cost attributable  to  liability
insurance  coverage  in  excess  of  $2,000,000  procured   under
Paragraph 8.2(b).

     8.2  Liability insurance.

          (a) Carried by Lessee. Lessee shall obtain and keep  in
force   a   Commercial  General  Liability  policy  of  insurance
protecting  Lessee  and Lessor as an additional  insured  against
claims  for  bodily injury, personal injury and  property  damage
based  upon  or arising out of the ownership, use,  occupancy  or
maintenance  of  the Premises and all areas appurtenant  thereto.
Such  insurance shall be on an occurrence basis providing  single
limit  coverage  in  an  amount  not  less  than  $1,000,000  per
occurrence  with an annual aggregate of not less than $2,000,000,
en   `Additional   Insured-Managers  or   Lessors   of   Premises
Endorsement'   and  contain  the  `Amendment  of  the   Pollution
Exclusion Endorsement" for damage caused by heat, smoke or  fumes
from   a   hostile  fire.  The  policy  shall  not  contain   any
intro-insured   exclusions   as  between   insured   persons   or
organizations,  but shall include coverage for liability  assumed
under this Lease as an "insured contract" for the performance  of
Lessee's  indemnity obligations under this Lease. The  limits  of
said  insurance shall not, however, limit the liability of Lessee
nor  relieve  Lessee of any obligation hereunder.  All  insurance
carried  by Lessee shall be primary to and not contributory  with
any similar insurance carried by Lessor, whose insurance shall be
considered excess insurance only.

          (b)  Carried by Lessor. Lessor shall maintain liability
insurance as described in Paragraph 8.2(a), in addition  to,  and
not  in  lieu  of,  the insurance required to  be  maintained  by
Lessee.  Lessee  shall  not  be named as  an  additional  insured
therein.

     8.3   Property Insurance - Building, Improvements and Rental
     Value.

          (a)  Building and Improvements. Lessor shall obtain and
keep  in  force a policy or policies of insurance in the name  of
Lessor,  with loss payable to Lessor, any ground-lessor,  and  to
any  Lender  insuring  loss  or damage  to  the  Building  and/or
Project. The amount of such insurance shall be equal to the  full
replacement  cost  of the Building and/or Project,  as  the  same
shall  exist  from time to time, or the amount  required  by  any
Lender, but in no event more than the commercially reasonable and
available  insurable value thereof. Lessee Owned Alterations  and
Utility  Installations,  Trade Fixtures,  and  Lessee's  personal
property shall be insured by Lessee under Paragraph 8.4.  If  the
coverage  is available and commercially appropriate, such  policy
or  policies  shall insure against all risks of  direct  physical
loss  or  damage  (except the perils of flood  and/or  earthquake
unless  required  by  a Lender), including  coverage  for  debris
removal  and  the  enforcement  of  any  Applicable  Requirements
requiring   the   upgrading,   demolition,   reconstruction    or
replacement  of any portion of the Premises as the  result  of  a
covered  loss.  Said  policy or policies shall  also  contain  an
agreed  valuation  provision in lieu of any  coinsurance  clause,
waiver of subrogation, and inflation guard protection causing  an
increase  in the annual property insurance coverage amount  by  a
factor  of  not less than the adjusted U.S. Department  of  Labor
Consumer Price Index for All Urban Consumers for the city nearest
to where the Premises are located. If such insurance coverage has
a  deductible  clause,  the deductible amount  shall  not  exceed
$1,000 per occurrence.

          (b) Rental Value. Lessor shall also obtain and keep  in
force  a  policy  or  policies in the name of  Lessor  with  loss
payable  to Lessor and any Lender, insuring the loss of the  full
Rent  for  one year with an extended period of indemnity  for  an
additional  180  days ("Rental Value Insurance"). Said  insurance
shall  contain  an  agreed valuation provision  in  lieu  of  any
coinsurance clause, and the amount of coverage shall be  adjusted
annually  to  reflect  the projected Rent  otherwise  payable  by
Lessee, for the next 12 month period.

          (c)   Adjacent  Premises.  Lessee  shall  pay  for  any
increase  in  the  premiums  for the property  insurance  of  the
Building  and  for  the Common Areas or other  buildings  in  the
Project  if  said increase is caused by Lessee's acts, omissions,
use or occupancy of the Premises.

          (d)   Lessee's  Improvements.  Since  Lessor   is   the
Insuring  Party,  Lessor shall not be required to  insure  Lessee
Owned  Alterations and Utility Installations unless the  item  in
question  has  become the property of Lessor under the  terms  of
this Lease.

     8.4  Lessee's Property; Business Interruption Insurance.

          (a)  Property Damage. Lessee shall obtain and  maintain
insurance  coverage on all of Lessee's personal  property,  Trade
Fixtures, and Lessee Owned Alterations and Utility Installations.
Such  insurance  shall be full replacement cost coverage  with  a
deductible  of not to exceed $1,000 per occurrence. The  proceeds
from  any  such  insurance  shall  be  used  by  Lessee  for  the
replacement of personal property, Trade Fixtures and Lessee Owned
Alterations  and  Utility  Installations.  Lessee  shall  provide
Lessor with written evidence that such insurance is in force.

          (b)  Business  Interruption. Lessee  shall  obtain  and
maintain loss of income and extra expense insurance in amounts as
will  reimburse  Lessee for direct or indirect loss  of  earnings
attributable  to all perils commonly insured against  by  prudent
lessees  in  the business of Lessee or attributable to prevention
of access to the Premises as a result of such perils.

          (c)  No  Representation  of Adequate  Coverage.  Lessor
makes  no representation that the limits or forms of coverage  of
insurance  specified  herein  are  adequate  to  cover   Lessee's
property, business operations or obligations under this Lease.

     8.5  Insurance Policies. Insurance required herein shall  be
by  companies duly licensed or admitted to transact  business  in
the  state where the Premises are located, and maintaining during
the  policy term a "General Policyholders Rating" of at least B+,
V,  as  set  forth in the most current issue of "Best's Insurance
Guide",  or  such other rating as may be required  by  a  Lender.
Lessee  shall  not  do  or  permit  to  be  done  anything  which
invalidates the required insurance policies. Lessee shall,  prior
to the Start Date, deliver to Lessor certified copies of policies
of  such  insurance or certificates evidencing the existence  and
amounts  of  the  required insurance. No  such  policy  shall  be
cancelable or subject to modification except after 30 days  prior
written notice to Lessor. Lessee shall, at least 30 days prior to
the expiration of such policies, furnish Lessor with evidence  of
renewals  or  `insurance binders' evidencing renewal thereof,  or
Lessor  may  order such insurance and charge the cost thereof  to
Lessee,  which amount shall be payable by Lessee to  Lessor  upon
demand.  Such policies shall be for a term of at least one  year,
or  the length of the remaining term of this Lease, whichever  is
less.  If  either  Party shall fail to procure and  maintain  the
insurance required to be carried by it, the other Party may,  but
shall not be required to, procure and maintain the same.

     8.6  Waiver  of  Subrogation. Without  affecting  any  other
rights  or  remedies, Lessee and Lessor each hereby  release  and
relieve  the  other,  and  waive their entire  right  to  recover
damages  against the other, for loss of or damage to its property
arising  out of or incident to the perils required to be  insured
against  herein. The effect of such releases and waivers  is  not
limited by the amount of insurance carried or required, or by any
deductibles  applicable hereto. The Parties agree to  have  their
respective property damage insurance carriers waive any right  to
subrogation  that  such  companies may  have  against  Lessor  or
Lessee,  as  the  case may be, so long as the  insurance  is  not
invalidated thereby.

     8.7  Indemnity.  Except  for Lessor's  gross  negligence  or
willful  misconduct, Lessee shall indemnify, protect, defend  and
hold  harmless  the  Premises, Lessor and  its  agents,  Lessor's
master  or ground lessor, partners and Lenders, from and  against
any  and  all  claims,  loss  of  rents  and/or  damages,  liens,
judgments; penalties, attorneys' and consultants' fees,  expenses
and/or  liabilities arising out of, involving, or  in  connection
with, the use and/or occupancy of the Premises by Lessee. If  any
action  or proceeding is brought against Lessor by reason of  any
of  the  foregoing matters, Lessee shall upon notice  defend  the
same  at  Lessee's expense by counsel reasonably satisfactory  to
Lessor  and  Lessor shall cooperate with Lessee in such  defense.
Lessor  need  not have first paid any such claim in order  to  be
defended or indemnified.

     8.8 Exemption of Lessor from Liability. Lessor shall not  be
liable  for  injury  or  damage to the person  or  goods,  wares,
merchandise  or  other  property of Lessee,  Lessee's  employees,
contractors, invitees, customers, or any other person in or about
the  Premises,  whether such damage or injury  is  caused  by  or
results  from fire, steam, electricity, gas, water  or  rain,  or
from  the  breakage,  leakage, obstruction or  other  defects  of
pipes,  fire  sprinklers, wires, appliances,  plumbing,  HVAC  or
lighting  fixtures,  or from any other cause,  whether  the  said
injury  or  damage  results  from  conditions  arising  upon  the
Premises  or upon other portions of the Building, or  from  other
sources  or  places. Lessor shall not be liable for  any  damages
arising from any act or neglect of any other tenant of Lessor nor
from the failure of Lessor to enforce the provisions of any other
lease  in  the  Project. Notwithstanding Lessor's  negligence  or
breach  of  this  Lease, Lessor shall under no  circumstances  be
liable  for injury to Lessee's business or for any loss of income
or profit therefrom.

9.   Damage or Destruction.

     9.1  Definitions.

          (a)  "Premises  Partial Damage' shall  mean  damage  or
destruction  to  the  improvements on the  Premises,  other  than
Lessee  Owned  Alterations and Utility Installations,  which  can
reasonably be repaired in 3 months or less from the date  of  the
damage or destruction, and the cost thereof does not exceed a sum
equal  to  6  month's Base Rent. Lessor shall  notify  Lessee  in
writing within 30 days from the date of the damage or destruction
as to whether or not the damage is Partial or Total.

          (b)  `Premises Total Destruction' shall mean damage  or
destruction  to  the  improvements on the  Premises,  other  than
Lessee  Owned  Alterations and Utility  Installations  and  Trade
Fixtures, which cannot reasonably be repaired in 3 months or less
from  the  date  of  the damage or destruction  and/or  the  cost
thereof exceeds a sum equal to 6 month's Base Rent. Lessor  shall
notify  Lessee  in writing within 30 days from the  date  of  the
damage  or destruction as to whether or not the damage is Partial
or Total.

          (c) `Insured Loss' shall mean damage or destruction  to
improvements on the Premises, other than Lessee Owned Alterations
and Utility Installations and Trade Fixtures, which was caused by
an  event  required to be covered by the insurance  described  in
Paragraph  8.3(a),  irrespective of  any  deductible  amounts  or
coverage limits involved.

          (d)  `Replacement Cost' shall mean the cost  to  repair
or  rebuild the improvements owned by Lessor at the time  of  the
occurrence to their condition existing immediately prior thereto,
including  demolition, debris removal and upgrading  required  by
the  operation of Applicable Requirements, and without  deduction
for depreciation.

          (e)  "Hazardous  Substance Condition"  shall  mean  the
occurrence or discovery of a condition involving the presence of,
or  a  contamination  by,  a Hazardous Substance  as  defined  in
Paragraph  6.2(a), in, on, or under the Premises  which  requires
repair, remediation, or restoration.

     9.2  Partial  Damage - Insured Loss. If a  Premises  Partial
Damage  that  is  an Insured Loss occurs, then Lessor  shall,  at
Lessor's  expense,  repair such damage (but  not  Lessee's  Trade
Fixtures  or  Lessee Owned Alterations and Utility Installations)
as  soon as reasonably possible and this Lease shall continue  in
full  force and effect; provided, however, that Lessee shall,  at
Lessor's  election, make the repair of any damage or  destruction
the total cost to repair of which is $5,000 or less, and, in such
event,  Lessor  shall  make  any  applicable  insurance  proceeds
available  to  Lessee  on a reasonable basis  for  that  purpose.
Notwithstanding the foregoing, if the required insurance was  not
in  force or the insurance proceeds are not sufficient to  effect
such  repair,  the Insuring Party shall promptly  contribute  the
shortage  in  proceeds  as  and when required  to  complete  said
repairs. In the event, however, such shortage was due to the fact
that,  by  reason of the unique nature of the improvements,  full
replacement   cost   insurance  coverage  was  not   commercially
reasonable and available, Lessor shall have no obligation to  pay
for  the  shortage in insurance proceeds or to fully restore  the
unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10
days  following  receipt of written notice of such  shortage  and
request  therefor.  If  Lessor receives said  funds  or  adequate
assurance   thereof  within  said  10  day  period,   the   party
responsible for making the repairs shall complete them as soon as
reasonably possible and this Lease shall remain in full force and
effect.  If such funds or assurance are not received, Lessor  may
nevertheless  elect by written notice to Lessee  within  10  days
thereafter  to:  (i)  make  such restoration  and  repair  as  is
commercially  reasonable  with  Lessor  paying  any  shortage  in
proceeds, in which case this Lease shall remain in full force and
effect,  or  (ii)  have this Lease terminate 30 days  thereafter.
Lessee  shall  not  be  entitled to reimbursement  of  any  funds
contributed  by Lessee to repair any such damage or  destruction.
Premises  Partial  Damage due to flood  or  earthquake  shall  be
subject to Paragraph 9.3, notwithstanding that there may be  some
insurance  coverage, but the net proceeds of any  such  insurance
shall be made available for the repairs if made by either Party.

     9.3  Partial Damage - Uninsured Loss. If a Premises  Partial
Damage  that  is not an Insured Loss occurs, unless caused  by  a
negligent  or willful act of Lessee (in which event Lessee  shall
make  the  repairs at Lessee's expense), Lessor may  either:  (i)
repair  such  damage as soon as reasonably possible  at  Lessor's
expense,  in which event this Lease shall continue in full  force
and effect, or (ii) terminate this Lease by giving written notice
to  Lessee within 30 days after receipt by Lessor of knowledge of
the  occurrence  of  such  damage.  Such  termination  shall   be
effective 60 days following the date of such notice. In the event
Lessor  elects  to terminate this Lease, Lessee  shall  have  the
right  within 10 days after receipt of the termination notice  to
give  written notice to Lessor of Lessee's commitment to pay  for
the  repair  of  such damage without reimbursement  from  Lessor.
Lessee  shall  provide  Lessor with said  funds  or  satisfactory
assurance thereof within 30 days after making such commitment. In
such  event  this Lease shall continue in full force and  effect,
and  Lessor  shall  proceed  to make  such  repairs  as  soon  as
reasonably  possible after the required funds are  available.  If
Lessee  does  not make the required commitment, this Lease  shall
terminate as of the date specified in the termination notice.

     9.4  Total  Destruction. Notwithstanding any other provision
hereof, if a Premises Total Destruction occurs, this Lease  shall
terminate  60 days following such Destruction. If the  damage  or
destruction  was  caused  by  the  gross  negligence  or  willful
misconduct  of  Lessee, Lessor shall have the  right  to  recover
Lessor's  damages  from Lessee, except as provided  in  Paragraph
8.6.

     9.5  Damage Near End of Term. If at any time during the last
6  months  of  this Lease there is damage for which the  cost  to
repair  exceeds one month's Base Rent, whether or not an  Insured
Loss, Lessor may terminate this Lease effective 60 days following
the  date  of  occurrence  of such damage  by  giving  a  written
termination  notice to Lessee within 30 days after  the  date  of
occurrence  of  such damage. Notwithstanding  the  foregoing,  if
Lessee  at  that  time has an exercisable option to  extend  this
Lease or to purchase the Premises, then Lessee may preserve  this
Lease  by,  (a)  exercising such option and (b) providing  Lessor
with  any  shortage in insurance proceeds (or adequate  assurance
thereof)  needed to make the repairs on or before the earlier  of
(i)  the date which is 10 days after Lessee's receipt of Lessor's
written  notice purporting to terminate this Lease, or  (ii)  the
day  prior to the date upon which such option expires. If  Lessee
duly exercises such option during such period and provides Lessor
with  funds (or adequate assurance thereof) to cover any shortage
in  insurance  proceeds, Lessor shall, at  Lessor's  commercially
reasonable  expense,  repair such damage as  soon  as  reasonably
possible and this Lease shall continue in full force and  effect.
If Lessee fails to exercise such option and provide such funds or
assurance during such period, then this Lease shall terminate  on
the  date specified in the termination notice and Lessee's option
shall be extinguished.

     9.6  Abatement of Rent; Lessee's Remedies.

          (a)  Abatement. In the event of Premises Partial Damage
or  Premises Total Destruction or a Hazardous Substance Condition
for  which Lessee is not responsible under this Lease,  the  Rent
payable  by  Lessee  for  the period  required  for  the  repair,
remediation  or  restoration of such damage shall  be  abated  in
proportion to the degree to which Lessee's use of the Premises is
impaired, but not to exceed the proceeds received from the Rental
Value  insurance. All other obligations of Lessee hereunder shall
be  performed  by Lessee, and Lessor shall have no liability  for
any  such damage, destruction, remediation, repair or restoration
except as provided herein.

          (b)  Remedies. If Lessor shall be obligated  to  repair
or  restore  the Premises and does not commence, in a substantial
and  meaningful  way, such repair or restoration within  90  days
after such obligation shall accrue, Lessee may, at any time prior
to  the  commencement of such repair or restoration, give written
notice  to  Lessor and to any Lenders of which Lessee has  actual
notice,  of Lessee's election to terminate this Lease on  a  date
not  less  than 60 days following the giving of such  notice.  If
Lessee  gives such notice and such repair or restoration  is  not
commenced  within 30 days thereafter, this Lease shall  terminate
as  of  the  date  specified in said notice.  If  the  repair  or
restoration  is commenced within such 30 days, this  Lease  shall
continue  in full force and effect. `Commence' shall mean  either
the   unconditional  authorization  of  the  preparation  of  the
required  plans,  or  the beginning of the  actual  work  on  the
Premises, whichever first occurs.

     9.7  Termination; Advance Payments. Upon termination of this
Lease  pursuant to Paragraph 6.2(g) or Paragraph 9, an  equitable
adjustment  shall be made concerning advance Base  Rent  and  any
other advance payments made by Lessee to Lessor. Lessor shall, in
addition,  return to Lessee so much of Lessee's Security  Deposit
as has not been, or is not then required to be, used by Lessor.

     9.8  Waive Statutes. Lessor and Lessee agree that the  terms
of  this  Lease  shall  govern the effect of  any  damage  to  or
destruction  of  the Premises with respect to the termination  of
this  Lease  and  hereby waive the provisions of any  present  or
future statute to the extent inconsistent herewith.

10.  Real Property Taxes.

     10.1Definitions.  As  used herein, the term  `Real  Property
Taxes"  shall  include  any  form  of  assessment;  real  estate,
general,  special, ordinary or extraordinary, or rental  levy  or
tax  (other  than inheritance, personal income or estate  taxes);
improvement  bond;  and/or license fee  imposed  upon  or  levied
against any legal or equitable interest of Lessor in the Project,
Lessor's   right  to  other  income  therefrom,  and(or  Lessor's
business  of  leasing,  by any authority  having  the  direct  or
indirect  power  to  tax and where the funds are  generated  with
reference  to  the  Project address and  where  the  proceeds  so
generated  are to be applied by the city, county or  other  local
taxing  authority of a jurisdiction within which the  Project  is
located.  "Real Property Taxes" shall also include any tax,  fee,
levy,  assessment or charge, or any increase therein, imposed  by
reason  of  events  occurring during  the  term  of  this  Lease,
including  but not limited to, a change in the ownership  of  the
Project  or  any portion thereof or a change in the  improvements
thereon.

     10.2Payment  of  Taxes.  Except  as  otherwise  provided  in
Paragraph  10.3,  Lessor  shall  pay  the  Real  Property   Taxes
applicable to the Project, and said payments shall be included in
the  calculation  of  Operating Expenses in accordance  with  the
provisions of Paragraph 4.2.

      10.3 Additional Improvements. Operating Expenses shall  not
include  Real  Property  Taxes specified in  the  tax  assessor's
records   and   work  sheets  as  being  caused   by   additional
improvements  placed  upon the Project by  other  lessees  or  by
Lessor for the exclusive enjoyment of lessees.

Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay
to  Lessor  at  the  time Operating Expenses  are  payable  under
Paragraph  4.2,  the entirety of any increase  in  Real  Property
Taxes if assessed solely by reason of Alterations, Trade Fixtures
or Utility Installations placed upon the Premises by Lessee or at
Lessee's request.

     10.4  Joint  Assessment. If the Building is  not  separately
assessed, Real Property Taxes allocated to the Building shall  be
an equitable proportion of the Real Property Taxes for all of the
land  and  improvements included within the tax parcel  assessed,
such  proportion to be determined by Lessor from  the  respective
valuations  assigned in the assessor's work sheets or such  other
information  as may be reasonably available. Lessor's  reasonable
determination thereof, in good faith, shall be conclusive.

     10.5Personal  Property  Taxes. Lessee  shall  pay  prior  to
delinquency  all  taxes assessed against and levied  upon  Lessee
Owned  Alterations  and  Utility Installations,  Trade  Fixtures,
furnishings,  equipment  and  all  personal  property  of  Lessee
contained in the Premises. When possible, Lessee shall cause  its
Lessee   Owned  Alterations  and  Utility  Installations,   Trade
Fixtures, furnishings, equipment and all other personal  property
to  be  assessed and tilled separately from the real property  of
Lessor.  If any of Lessee's said property shall be assessed  with
Lessor's  real  property,  Lessee  shall  pay  Lessor  the  taxes
attributable to Lessee's property within 10 days after receipt of
a  written  statement  setting  forth  the  taxes  applicable  to
Lessee's property.

11.  Utilities and Services.

     11.1Services  Provided  by  Lessor.  Lessor  shall   provide
heating,  ventilation,  air conditioning, reasonable  amounts  of
electricity  for normal lighting and office machines,  water  for
reasonable  and  normal drinking and lavatory use  in  connection
with  an  office, and replacement light bulbs and/or  fluorescent
tubes  and ballasts for standard overhead fixtures. Lessor  shall
also provide janitorial services to the Premises and Common Areas
5 times per week, excluding Building Holidays, or pursuant to the
attached  janitorial schedule, if any. Lessor shall not, however,
be required to provide janitorial services to kitchens or storage
areas included within the Premises.

     11.2Services Exclusive to Lessee. Lessee shall pay  for  all
water, gas, heat, light, power, telephone and other utilities and
services   specially  or  exclusively  supplied  and/or   metered
exclusively to the Premises or to Lessee, together with any taxes
thereon.  If  a  service is deleted by Paragraph  1.13  and  such
service  is not separately metered to the Premises, Lessee  shall
pay  at  Lessor's option, either Lessee's Share or  a  reasonable
proportion  to  be determined by Lessor of all charges  for  such
jointly metered service.

     11.3Hours of Service. Said services and utilities  shall  be
provided during times set forth in Paragraph 1.12. Utilities  and
services  required  at other times shall be  subject  to  advance
request  and  reimbursement  by Lessee  to  Lessor  of  the  cost
thereof.

     11.4Excess   Usage  by  Lessee.  Lessee   shall   not   make
connection to the utilities except by or through existing outlets
and  shall not install or use machinery or equipment in or  about
the Premises that uses excess water, lighting or power, or suffer
or  permit any act that causes extra burden upon the utilities or
services,  including  but  not  limited  to  security  and  trash
services,  over  standard office usage for  the  Project.  Lessor
shall  require Lessee to reimburse Lessor for any excess expenses
or  costs that may arise out of a breach of this subparagraph  by
Lessee.  Lessor may, in its sole discretion, install at  Lessee's
expense   supplemental   equipment   and/or   separate   metering
applicable to Lessee's excess usage or loading.

     11.5Interruptions. There shall be no abatement of  rent  and
Lessor  shall  not  be liable in any respect whatsoever  for  the
inadequacy,  stoppage,  interruption  or  discontinuance  of  any
utility or service due to riot, strike, labor dispute, breakdown,
accident,  repair  or  other  cause  beyond  Lessor's  reasonable
control   or   in  cooperation  with  governmental   request   or
directions.

12.  Assignment and Subletting.

     12.1      Lessor's Consent Required.

          (a)  Lessee  shall not voluntarily or by  operation  of
law assign, transfer, mortgage or encumber (collectively, "assign
or assignment") or sublet all or any part of Lessee's interest in
this  Lease  or  in the Premises without Lessor's  prior  written
consent.

          (b)  Unless  Lessee is a corporation and its  stock  is
publicly  traded on a national stock exchange, a  change  in  the
control  of  Lessee  shall  constitute  an  assignment  requiring
consent. The transfer, on a cumulative basis, of 25% or  more  of
the voting control of Lessee shall constitute a change in control
for this purpose.

          (c)  The  involvement of Lessee or its  assets  in  any
transaction,  or series of transactions (by way of merger,  sale,
acquisition, financing, transfer, leveraged buyout or otherwise),
whether or not a formal assignment or hypothecation of this Lease
or  Lessee's  assets occurs, which results or will  result  in  a
reduction  of  the Net Worth of Lessee by an amount greater  than
25%  of  such Net Worth as it was represented at the time of  the
execution  of  this  Lease  or at the time  of  the  most  recent
assignment  to  which  Lessor  has consented,  or  as  it  exists
immediately   prior   to   said   transaction   or   transactions
constituting  such reduction, whichever was or is greater,  shall
be  considered  an assignment of this Lease to which  Lessor  may
withhold  its consent. "Net Worth of Lessee' shall mean  the  net
worth  of  Lessee  (excluding any guarantors)  established  under
generally accepted accounting principles.

          (d)  An assignment or subletting without consent shall,
at  Lessor's  option,  be  a  Default curable  after  notice  per
Paragraph  13.1(c), or a noncurable Breach without the  necessity
of  any  notice and grace period. If Lessor elects to treat  such
unapproved  assignment  or subletting  as  a  noncurable  Breach,
Lessor may either: (i) terminate this Lease, or (ii) upon 30 days
written  notice, increase the monthly Base Rent to  110%  of  the
Base  Rent  then in effect. Further, in the event of such  Breach
and  rental adjustment, (i) the purchase price of any  option  to
purchase the Premises held by Lessee shall be subject to  similar
adjustment  to 110% of the price previously in effect,  and  (ii)
all  fixed and non-fixed rental adjustments scheduled during  the
remainder  of the Lease term shall be increased to  110%  of  the
scheduled adjusted rent.

          (e)   Lessee's remedy for any breach of Paragraph  12.1
by  Lessor  shall  be  limited  to  compensatory  damages  and/or
injunctive relief.

     12.2      Terms and Conditions Applicable to Assignment  and
     Subletting.

          (a)  Regardless of Lessor's consent, no  assignment  or
subletting  shall: (i) be effective without the  express  written
assumption  by  such assignee or sublessee of the obligations  of
Lessee  under this Lease, (ii) release Lessee of any  obligations
hereunder, or (iii) alter the primary liability of Lessee for the
payment  of  Rent or for the performance of any other obligations
to be performed by Lessee.

          (b)  Lessor may accept Rent or performance of  Lessee's
obligations from any person other than Lessee pending approval or
disapproval of an assignment. Neither a delay in the approval  or
disapproval  of  such assignment nor the acceptance  of  Rent  or
performance  shall  constitute a waiver or estoppel  of  Lessor's
right to exercise its remedies for Lessee's Default or Breach.

          (c)   Lessor's consent to any assignment or  subletting
shall  not  constitute a consent to any subsequent assignment  or
subletting.

          (d)  In  the event of any Default or Breach by  Lessee,
Lessor  may  proceed directly against Lessee, any  Guarantors  or
anyone   else   responsible  for  the  performance  of   Lessee's
obligations   under  this  Lease,  including  any   assignee   or
sublessee, without first exhausting Lessor's remedies against any
other  person or entity responsible therefore to Lessor,  or  any
security held by Lessor.

          (e)  Each  request  for consent  to  an  assignment  or
subletting  shall  be  in  writing,  accompanied  by  information
relevant  to  Lessor's  determination as  to  the  financial  and
operational  responsibility and appropriateness of  the  proposed
assignee  or sublessee, including but not limited to the intended
use  and/or required modification of the Premises, if any. Lessee
agrees   to   provide  Lessor  with  such  other  or   additional
information and/or documentation as may be reasonably  requested.
(See also Paragraph 36)

          (f)  Any  assignee of, or sublessee under,  this  Lease
shall,  by  reason of accepting such assignment or entering  into
such  sublease, be deemed to have assumed and agreed  to  conform
and  comply  with  each and every term, covenant,  condition  and
obligation  herein to be observed or performed by  Lessee  during
the  term  of  said  assignment  or  sublease,  other  than  such
obligations as are contrary to or inconsistent with provisions of
an  assignment  or  sublease  to which  Lessor  has  specifically
consented to in writing.

          (g)  Lessor's  consent to any assignment or  subletting
shall  not  transfer  to  the assignee or  sublessee  any  Option
granted to the original Lessee by this Lease unless such transfer
is specifically consented to by Lessor in writing. (See Paragraph
39.2)

     12.3Additional   Terms   and   Conditions   Applicable    to
Subletting. The following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall
be  deemed included in all subleases under this Lease whether  or
not expressly incorporated therein:

          (a)  Lessee hereby assigns and transfers to Lessor  all
of  Lessee's  interest in all Rent payable on any  sublease,  and
Lessor  may  collect  such Rent and apply  same  toward  Lessee's
obligations  under this Lease; provided, however,  that  until  a
Breach  shall  occur in the performance of Lessee's  obligations,
Lessee may collect said Rent. Lessor shall not, by reason of  the
foregoing  or any assignment of such sublease, nor by  reason  of
the collection of Rent, be deemed liable to the sublessee for any
failure  of  Lessee to perform and comply with  any  of  Lessee's
obligations   to   such  sublessee.  Lessee  hereby   irrevocably
authorizes  and  directs any such sublessee, upon  receipt  of  a
written  notice from Lessor stating that a Breach exists  in  the
performance of Lessee's obligations under this Lease, to  pay  to
Lessor  all  Rent  due  and  to become due  under  the  sublease.
Sublessee  shall rely upon any such notice from Lessor and  shall
pay  all  Rents  to  Lessor without any obligation  or  right  to
inquire  as  to  whether such Breach exists, notwithstanding  any
claim from Lessee to the contrary.

          (b)  In the event of a Breach by Lessee Lessor may,  at
its option, require sublessee to attorn to Lessor, in which event
Lessor  shall  undertake the obligations of the  sublessor  under
such sublease from the time of the exercise of said option to the
expiration of such sublease; provided, however, Lessor shall  not
be  liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches
of such sublessor.

          (c)   Any matter requiring the consent of the sublessor
under a sublease shall also require the consent of Lessor.

          (d)  No sublessee shall further assign or sublet all or
any part of the Premises without Lessor's prior written consent.

          (e)  Lessor  shall  deliver a copy  of  any  notice  of
Default or Breach by Lessee to the sublessee, who shall have  the
right  to cure the Default of Lessee within the grace period,  if
any,  specified in such notice. The sublessee shall have a  right
of  reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.

13.  Default; Breach; Remedies.

     13.1Default; Breach. A "Default" is defined as a failure  by
the Lessee to comply with or perform any of the terns, covenants,
conditions or Rules and Regulations under this Lease. A  "Breach"
is  defined  as  the occurrence of one or more of  the  following
Defaults,  and the failure of Lessee to cure such Default  within
any applicable grace period:

          (a)  The  abandonment of the Premises; or the  vacating
of the Premises without providing a commercially reasonable level
of  security,  or  where the coverage of the  property  insurance
described in Paragraph 8.3 is jeopardized as a result thereof, or
without  providing  reasonable assurances to  minimize  potential
vandalism.

          (b)  The failure of Lessee to make any payment of  Rent
or  any Security Deposit required to be made by Lessee hereunder,
whether  to  Lessor  or to a third party, when  due,  to  provide
reasonable  evidence of insurance or surety bond, or  to  fulfill
any obligation under this Lease which endangers or threatens life
or  property,  Where such failure continues for  a  period  of  3
business days following written notice to Lessee.

          (c)  The  failure by Lessee to provide  (i)  reasonable
written evidence of compliance with Applicable Requirements, (ii)
the  service  contracts, (iii) the rescission of an  unauthorized
assignment  or  subletting, (iv) an Estoppel Certificate,  (v)  a
requested  subordination, (vi) evidence concerning  any  guaranty
and/or Guarantor, (vii) any document requested under Paragraph 41
(easements),  or  (viii) any other documentation  or  information
which Lessor may reasonably require of Lessee under the terms  of
this  Lease, where any such failure continues for a period of  10
days following written notice to Lessee.

          (d)  A  Default  by Lessee as to the terms,  covenants,
conditions  or provisions of this Lease, or of the rules  adopted
under  Paragraph  2.9  hereof,  other  than  those  described  in
subparagraphs  13. 1 (a), (b) or (c), above, where  such  Default
continues for a period of 30 days after written notice; provided,
however, that if the nature of Lessee's Default is such that more
than  30 days are reasonably required for its cure, then it shall
not be deemed to be a Breach if Lessee commences such cure within
said 30 day period and thereafter diligently prosecutes such cure
to completion.

          (e)  The occurrence of any of the following events: (i)
the  making  of  any  general arrangement or assignment  for  the
benefit of creditors; (ii) becoming a "debtor" as defined  in  11
U.S.C.   101  or  any successor statute thereto (unless,  in  the
case  of  a  petition filed against Lessee, the same is dismissed
within  60 days); (iii) the appointment of a trustee or  receiver
to  take  possession  of  substantially all  of  Lessee's  assets
located  at  the Premises or of Lessee's interest in this  Lease,
where  possession is not restored to Lessee within  30  days;  or
(iv)  the  attachment,  execution or other  judicial  seizure  of
substantially all of Lessee's assets located at the  Premises  or
of  Lessee's  interest in this Lease, where such seizure  is  not
discharged  within 30 days; provided, however, in the event  that
any  provision  of  this  subparagraph (e)  is  contrary  to  any
applicable  law, such provision shall be of no force  or  effect,
and not affect the validity of the remaining provisions.

          (f)   The  discovery  that any financial  statement  of
Lessee or of any Guarantor given to Lessor was materially false.

          (g)  If  the performance of Lessee's obligations  under
this Lease is guaranteed: (i) the death of a Guarantor, (ii)  the
termination of a Guarantor's liability with respect to this Lease
other than in accordance with the terms of such guaranty, (iii) a
Guarantor's  becoming insolvent or the subject  of  a  bankruptcy
filing, (iv) a Guarantor's refusal to honor the guaranty, or  (v)
a   Guarantor's   breach  of  its  guaranty  obligation   on   an
anticipatory  basis,  and  Lessee's  failure,  within   60   days
following  written notice of any such event, to  provide  written
alternative assurance or security, which, when coupled  with  the
then existing resources of Lessee, equals or exceeds the combined
financial resources of Lessee and the Guarantors that existed  at
the time of execution of this Lease.

     13.2Remedies.  If  Lessee  fails  to  perform  any  of   its
affirmative  duties or obligations, within 10 days after  written
notice (or in case of an emergency, without notice), Lessor  may,
at  its  option,  perform  such duty or  obligation  on  Lessee's
behalf,  including but not limited to the obtaining of reasonably
required  bonds,  insurance policies, or  governmental  licenses,
permits  or  approvals.  The  costs  and  expenses  of  any  such
performance  by  Lessor shall be due and payable by  Lessee  upon
receipt  of  invoice therefor. If any check given  to  Lessor  by
Lessee  shall not be honored by the bank upon which it is  drawn,
Lessor, at its option, may require all future payments to be made
by  Lessee  to be by cashier's check. In the event of  a  Breach,
Lessor may, with or without further notice or demand, and without
limiting  Lessor  in the exercise of any right  or  remedy  which
Lessor may have by reason of such Breach:

          (a)  Terminate  Lessee's right  to  possession  of  the
Premises  by  any  lawful means, in which case this  Lease  shall
terminate  and  Lessee shall immediately surrender possession  to
Lessor.  In  such event Lessor shall be entitled to recover  from
Lessee: (i) the unpaid Rent which had been earned at the time  of
termination; (ii) the worth at the time of award of the amount by
which  the  unpaid  rent  which  would  have  been  earned  after
termination  until the time of award exceeds the amount  of  such
rental  loss  that the Lessee proves could have  been  reasonably
avoided;  (iii) the worth at the time of award of the  amount  by
which the unpaid rent for the balance of the term after the  time
of  award exceeds the amount of such rental loss that the  Lessee
proves  could  be reasonably avoided; and (iv) any  other  amount
necessary  to compensate Lessor for all the detriment proximately
caused  by the Lessee's failure to perform its obligations  under
this  Lease  or which in the ordinary course of things  would  be
likely to result therefrom, including but not limited to the cost
of  recovering possession of the Premises, expenses of reletting,
including  necessary renovation and alteration of  the  Premises,
reasonable  attorneys'  fees, and that  portion  of  any  leasing
commission   paid  by  Lessor  in  connection  with  this   Lease
applicable to the unexpired term of this Lease. The worth at  the
time of award of the amount referred to in provision (iii) of the
immediately  preceding sentence shall be computed by  discounting
such  amount at the discount rate of the Federal Reserve Bank  of
the District within which the Premises are located at the time of
award  plus  one  percent. Efforts by Lessor to mitigate  damages
caused  by Lessee's Breach of this Lease shall not waive Lessor's
right  to  recover damages under Paragraph 12. If termination  of
this Lease is obtained through the provisional remedy of unlawful
detainer,  Lessor  shall  have  the  right  to  recover  in  such
proceeding  any  unpaid  Rent  and  damages  as  are  recoverable
therein,  or Lessor may reserve the right to recover all  or  any
part  thereof  in a separate suit. If a notice and  grace  period
required under Paragraph 13.1 was not previously given, a  notice
to  pay rent or quit, or to perform or quit given to Lessee under
the  unlawful detainer statute shall also constitute  the  notice
required  by  Paragraph 13.1. In such case, the applicable  grace
period  required  by  Paragraph 13.1 and  the  unlawful  detainer
statute shall run concurrently, and the failure of Lessee to cure
the  Default  within  the greater of the two such  grace  periods
shall  constitute both an unlawful detainer and a Breach of  this
Lease entitling Lessor to the remedies provided for in this Lease
arid/or by said statute.

          (b)   Continue   the  Lease  and  Lessee's   right   to
possession and recover the Rent as it becomes due, in which event
Lessee   may   sublet  or  assign,  subject  only  to  reasonable
limitations.  Acts of maintenance, efforts to relet,  and/or  the
appointment of a receiver to protect the Lessors interests, shall
not constitute a termination of the Lessee's right to possession.

          (c)  Pursue any other remedy now or hereafter available
under  the  laws or judicial decisions of the state  wherein  the
Premises are located. The expiration or termination of this Lease
and/or the termination of Lessee's right to possession shall  not
relieve  Lessee from liability under any indemnity provisions  of
this  Lease as to matters occurring or accruing during  the  term
hereof or by reason of Lessee's occupancy of the Premises.

     13.3Inducement Recapture. Any agreement for free  or  abated
rent  or other charges, or for the giving or paying by Lessor  to
or  for  Lessee  of  any  cash  or  other  bonus,  inducement  or
consideration for Lessee's entering into this Lease, all of which
concessions   are   hereinafter  referred   to   as   `Inducement
Provisions', shall be deemed conditioned upon Lessee's  full  and
faithful   performance  of  all  of  the  terms,  covenants   and
conditions  of this Lease. Upon Breach of this Lease  by  Lessee,
any  such  Inducement  Provision shall  automatically  be  deemed
deleted  from this Lease and of no further force or  effect,  and
any  rent,  other  charge,  bonus,  inducement  or  consideration
theretofore  abated,  given  or paid  by  Lessor  under  such  an
Inducement  Provision shall be immediately  due  and  payable  by
Lessee  to  Lessor, notwithstanding any subsequent cure  of  said
Breach by Lessee. The acceptance by Lessor of rent or the cure of
the  Breach which initiated the operation of this paragraph shall
not  be  deemed  a  waiver by Lessor of the  provisions  of  this
paragraph  unless specifically so stated in writing by Lessor  at
the time of such acceptance.

     13.4Late  Charges.  Lessee  hereby  acknowledges  that  late
payment  by Lessee of Rent will cause Lessor to incur  costs  not
contemplated  by this Lease, the exact amount of  which  will  be
extremely difficult to ascertain. Such costs include, but are not
limited  to, processing and accounting charges, and late  charges
which  may be imposed upon Lessor by any Lender. Accordingly,  if
any Rent shall not be received by Lessor within 5 days after such
amount shall be due, then, without any requirement for notice  to
Lessee,  Lessee shall pay to Lessor a one-time late charge  equal
to 10% of each such overdue amount or $100, whichever is greater.
The  parties hereby agree that such late charge represents a fair
and  reasonable estimate of the costs Lessor will incur by reason
of  such  late payment. Acceptance of such late charge by  Lessor
shall  in  no  event constitute a waiver of Lessee's  Default  or
Breach  with  respect  to such overdue amount,  nor  prevent  the
exercise  of  any  of  the  other  rights  and  remedies  granted
hereunder.  In the event that a late charge is payable hereunder,
whether or not collected, for 3 consecutive installments of  Base
Rent,  then  notwithstanding any provision of this Lease  to  the
contrary,  Base  Rent shall, at Lessor's option, become  due  and
payable quarterly in advance.

     13.5Interest.  Any  monetary payment due  Lessor  hereunder,
other  than late charges, not received by Lessor, when due as  to
scheduled  payments  (such  as  Base  Rent)  or  within  30  days
following the date on which it was due for nonscheduled  payment,
shall  bear  interest  from the date when due,  as  to  scheduled
payments,  or  the 31st day after it was due as  to  nonscheduled
payments. The interest ("Interest") charged shall be computed  at
the  rate of 10% per annum but shall not exceed the maximum  rate
allowed  by law. Interest is payable in addition to the potential
late charge provided for in Paragraph 13.4.

     13.6 Breach by Lessor.

          (a)  Notice  of Breach. Lessor shall not be  deemed  in
breach of this Lease unless Lessor fails within a reasonable time
to  perform an obligation required to be performed by Lessor. For
purposes  of this Paragraph, a reasonable time shall in no  event
be  less  than  30 days after receipt by Lessor, and  any  Lender
whose  name  and  address  shall have been  furnished  Lessee  in
writing  for  such purpose, of written notice specifying  wherein
such  obligation  of  Lessor  has not been  performed;  provided,
however,  that if the nature of Lessor's obligation is such  that
more  than  30  days are reasonably required for its performance,
then  Lessor  shall not be in breach if performance is  commenced
within  such 30 day period and thereafter diligently  pursued  to
completion.

          (b)  Performance by Lessee on Behalf of Lessor. In  the
event that neither Lessor nor Lender cures said breach within  30
days  after  receipt of said notice, or if having commenced  said
cure  they do not diligently pursue it to completion, then Lessee
may elect to cure said breach at Lessee's expense and offset from
Rent  the  actual  and  reasonable cost  to  perform  such  cure,
provided  however, that such offset shall not  exceed  an  amount
equal  to  the  greater of one month's Base Rent or the  Security
Deposit,  reserving  Lessee's right to  seek  reimbursement  from
Lessor.  Lessee shall document the cost of said cure  and  supply
said documentation to Lessor.

14.   Condemnation.  If the Premises or any portion  thereof  are
taken  under the power of eminent domain or sold under the threat
of the exercise of said power (collectively `Condemnation"), this
Lease  shall  terminate as to the part taken as of `he  date  the
condemning  authority takes title or possession, whichever  first
occurs.  If  more  than 10% of the rentable  floor  area  of  the
Premises,  or more than 25% of Lessee's Reserved Parking  Spaces,
if  any,  are  taken  by Condemnation, Lessee  may,  at  Lessee's
option,  to  be exercised in writing within 10 days after  Lessor
shall have given Lessee written notice of such taking (or in  the
absence  of  such  notice, within 10 days  after  the  condemning
authority shall have taken possession) terminate this Lease as of
the  date  the  condemning authority takes  such  possession.  If
Lessee  does  not  terminate this Lease in  accordance  with  the
foregoing, this Lease shall remain in full force and effect as to
the  portion of the Premises remaining, except that the Base Rent
shall be reduced in proportion to the reduction in utility of the
Premises caused by such Condemnation.

Condemnation  awards and/or payments shall  be  the  property  of
Lessor,  whether  such award shall be made  as  compensation  for
diminution  in  value of the leasehold, the  value  of  the  part
taken,  or for severance damages; provided, however, that  Lessee
shall  be  entitled  to any compensation for Lessee's  relocation
expenses,  loss  of  business  goodwill  and/or  Trade  Fixtures,
without  regard  to  whether  or not  this  Lease  is  terminated
pursuant to the provisions of this Paragraph. All Alterations and
Utility  Installations  made  to  the  Premises  by  Lessee,  for
purposes  of Condemnation only, shall be considered the  property
of  the  Lessee  and  Lessee shall be entitled  to  any  and  all
compensation  which is payable therefor. In the event  that  this
Lease  is  not  terminated by reason of the Condemnation,  Lessor
shall   repair  any  damage  to  the  Premises  caused  by   such
Condemnation.

15.  Brokerage Fees.

     15.1Additional Commission. In addition to the payments  owed
pursuant  to  Paragraph  1.10 above, and unless  Lessor  and  the
Brokers  otherwise agree in writing, Lessor agrees that:  (a)  if
Lessee  exercises any Option, (b) if Lessee acquires from  Lessor
any  rights to the Premises or other premises owned by Lessor and
located  within the Project, (c) if Lessee remains in  possession
of the Premises, with the consent of Lessor, after the expiration
of  this  Lease,  or  (d) if Base Rent is increased,  whether  by
agreement  or  operation of an escalation  clause  herein,  then,
Lessor shall pay Brokers a fee in accordance with the schedule of
the Brokers in effect at the time of the execution of this Lease.

     15.2Assumption  of Obligations. Any buyer or  transferee  of
Lessor's  interest in this Lease shall be deemed to have  assumed
Lessor's  obligation  hereunder. Brokers  shall  be  third  party
beneficiaries of the provisions of Paragraphs 1.10,  15,  22  and
31.  If Lessor fails to pay to Brokers any amounts due as and for
brokerage  fees  pertaining to this Lease  when  due,  then  such
amounts  shall accrue Interest. In addition, if Lessor  fails  to
pay  any amounts to Lessee's Broker when due, Lessee's Broker may
send  written notice to Lessor and Lessee of such failure and  if
Lessor  fails  to  pay such amounts within  10  days  after  said
notice,  Lessee  shall pay said monies to its Broker  and  offset
such amounts against Rent. In addition, Lessee's Broker shall  be
deemed  to  be  a  third  party  beneficiary  of  any  commission
agreement  entered  into by and/or between  Lessor  and  Lessor's
Broker  for  the limited purpose of collecting any brokerage  fee
owed.

     15.3Representations     and    Indemnities     of     Broker
Relationships.  Lessee and Lessor each represent and  warrant  to
the  other  that  it has had no dealings with any  person,  firm,
broker  or  finder (other than the Brokers, if any) in connection
with this Lease, and that no one other than said named Brokers is
entitled   to  any  commission  or  finder's  fee  in  connection
herewith.  Lessee and Lessor do each hereby agree  to  indemnify,
protect,  defend  and hold the other harmless  from  and  against
liability for compensation or charges which may be claimed by any
such  unnamed broker, finder or other similar party by reason  of
any  dealings or actions of the indemnifying Party, including any
costs, expenses, attorneys' fees reasonably incurred with respect
thereto.

16.  Estoppel Certificates.

          (a) Each Party (as `Responding Party') shall within  10
days  after  written notice from the other Party (the "Requesting
Party") execute, acknowledge and deliver to the Requesting  Party
a  statement in writing in form similar to the then most  current
"Estoppel  Certificate" form published by the American Industrial
Real   Estate  Association,  plus  such  additional  information,
confirmation and/or statements as may be reasonably requested  by
the Requesting Party.

          (b)  If  the Responding Party shall fail to execute  or
deliver  the Estoppel Certificate within such 10 day period,  the
Requesting  Party  may  execute an Estoppel  Certificate  stating
that:  (i)  the  Lease  is  in  full  force  and  effect  without
modification  except  as  may be represented  by  the  Requesting
Party,  (ii)  there  are no uncured defaults  in  the  Requesting
Party's performance, and (iii) if Lessor is the Requesting Party,
not  more  than  one  month's  rent has  been  paid  in  advance.
Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting Party's Estoppel Certificate, and the Responding Party
shall  be  estopped from denying the truth of the facts contained
in said Certificate.

          (c)  If  Lessor desires to finance, refinance, or  sell
the  Premises,  or  any part thereof, Lessee and  all  Guarantors
shall deliver to any potential lender or purchaser designated  by
Lessor such financial statements as may be reasonably required by
such  lender or purchaser, including but not limited to  Lessee's
financial  statements for the past 3 years.  All  such  financial
statements  shall  be  received by  Lessor  and  such  lender  or
purchaser  in confidence and shall be used only for the  purposes
herein set forth.

17.  Definition of Lessor. The term "Lessor" as used herein shall
mean the owner or owners at the time in question of the fee title
to  the  Premises,  or, if this is a sublease,  of  the  Lessee's
interest  in  the  prior lease. In the event  of  a  transfer  of
Lessor's title or interest in the Premises or this Lease,  Lessor
shall  deliver  to  the transferee or assignee  (in  cash  or  by
credit)  any  unused Security Deposit held by Lessor.  Except  as
provided  in  Paragraph 15, upon such transfer or assignment  and
delivery of the Security Deposit, as aforesaid, the prior  Lessor
shall   be  relieved  of  all  liability  with  respect  to   the
obligations  and/or covenants under this Lease thereafter  to  be
performed   by   the  Lessor.  Subject  to  the  foregoing,   the
obligations and/or covenants in this Lease to be performed by the
Lessor  shall  be  binding only upon the  Lessor  as  hereinabove
defined.

18.  Severability. The invalidity of any provision of this Lease,
as  determined by a court of competent jurisdiction, shall in  no
way affect the validity of any other provision hereof.

19.    Days.  Unless  otherwise  specifically  indicated  to  the
contrary,  the word `days' as used in this Lease shall  mean  and
refer to calendar days.

20.   Limitation  on Liability. The obligations of  Lessor  under
this Lease shall not constitute personal obligations of Lessor or
its  partners, members, directors, officers or shareholders,  and
Lessee  shall  look  to the Project, and to no  other  assets  of
Lessor,  for  the satisfaction of any liability  of  Lessor  with
respect  to  this  Lease,  and shall not  seek  recourse  against
Lessor's  partners, members, directors, officers or shareholders,
or any of their personal assets for such satisfaction.

21.   Time of Essence. Time is of the essence with respect to the
performance of all obligations to be performed or observed by the
Parties under this Lease.

22.   No Prior or Other Agreements; Broker Disclaimer. This Lease
contains all agreements between the Parties with respect  to  any
matter  mentioned  herein, and no other prior or  contemporaneous
agreement or understanding shall be effective. Lessor and  Lessee
each represents and warrants to the Brokers that it has made, and
is  relying solely upon, its own investigation as to the  nature,
quality,  character  and financial responsibility  of  the  other
Party  to  this  Lease  and as to the use,  nature,  quality  and
character  of  the Premises. Brokers have no responsibility  with
respect  thereto or with respect to any default or breach  hereof
by  either  Party.  The  liability  (including  court  costs  and
attorneys'  fees)  of  any  Broker with respect  to  negotiation,
execution,  delivery or performance by either  Lessor  or  Lessee
under this Lease or any amendment or modification hereto shall be
limited  to  an  amount  up to the fee received  by  such  Broker
pursuant  to  this Lease; provided, however, that  the  foregoing
limitation on each Broker's liability shall not be applicable  to
any gross negligence or willful misconduct of such Broker.

23.  Notices.

     23.1Notice  Requirements. All notices required or  permitted
by  this Lease or applicable law shall be in writing and  may  be
delivered  in person (by hand or by courier) or may  be  sent  by
regular,  certified  or registered mail or  U.S.  Postal  Service
Express Mail, with postage prepaid, or by facsimile transmission,
and  shall  be deemed sufficiently given if served  in  a  manner
specified in this Paragraph 23. The addresses noted adjacent to a
Party's  signature on this Lease shall be that Parts address  for
delivery  or  mailing  of notices. Either Party  may  by  written
notice  to  the  other  specify a different address  for  notice,
except that upon Lessee's taking possession of the Premises,  the
Premises shall constitute Lessee's address for notice. A copy  of
all  notices to Lessor shall be concurrently transmitted to  such
party  or  parties at such addresses as Lessor may from  time  to
time hereafter designate in writing.

     23.2Date  of  Notice.  Any  notice  sent  by  registered  or
certified  mail, return receipt requested, shall be deemed  given
on  the  date  of delivery shown on the receipt card,  or  if  no
delivery date is shown, the postmark thereon. If sent by  regular
mail the notice shall be deemed given 48 hours after the same  is
addressed  as  required herein and mailed with  postage  prepaid.
Notices  delivered  by United States Express  Mail  or  overnight
courier that guarantee next day delivery shall be deemed given 24
hours  after  delivery  of  the same to  the  Postal  Service  or
courier. Notices transmitted by facsimile transmission or similar
means  shall  be deemed delivered upon telephone confirmation  of
receipt  (confirmation  report from fax machine  is  sufficient),
provided a copy is also delivered via delivery or mail. If notice
is  received on a Saturday, Sunday or legal holiday, it shall  be
deemed received on the next business day.

24.  Waivers. No waiver by Lessor of the Default or Breach of any
term,  covenant or condition hereof by Lessee, shall be deemed  a
waiver of any other term, covenant or condition hereof, or of any
subsequent  Default or Breach by Lessee of the  same  or  of  any
other term, covenant or condition hereof. Lessor's consent to, or
approval  of,  any act shall not be deemed to render  unnecessary
the  obtaining  of  Lessor's consent  to,  or  approval  of,  any
subsequent or similar act by Lessee, or be construed as the basis
of  an  estoppel to enforce the provision or provisions  of  this
Lease  requiring such consent. The acceptance of Rent  by  Lessor
shall  not  be a waiver of any Default or Breach by  Lessee.  Any
payment by Lessee may be accepted by Lessor on account of  moneys
or  damages due Lessor, notwithstanding any qualifying statements
or  conditions made by Lessee in connection therewith, which such
statements  and/or  conditions shall be of  no  force  or  effect
whatsoever unless specifically agreed to in writing by Lessor  at
or before the time of deposit of such payment.

25.   Disclosures  Regarding The Nature of a Real  Estate  Agency
Relationship.

          (a)  When entering into a discussion with a real estate
agent  regarding  a real estate transaction, a Lessor  or  Lessee
should   from   the  outset  understand  what  type   of   agency
relationship or representation it has with the agent or agents in
the  transaction. Lessor and Lessee acknowledge being advised  by
the Brokers in this transaction, as follows:

               (i)  Lessor's  Agent.  A Lessor's  agent  under  a
listing  agreement  with the Lessor acts as  the  agent  for  the
Lessor  only.  A  Lessor's agent or subagent  has  the  following
affirmative  obligations:  To the Lessor:  A  fiduciary  duty  of
utmost care, integrity, honesty, and loyalty in dealings with the
Lessor.  To  the Lessee and the Lessor: a. Diligent  exercise  of
reasonable skills and care in performance of the agent's  duties.
b. A duty of honest and fair dealing and good faith. c. A duty to
disclose  all  facts known to the agent materially affecting  the
value  or desirability of the property that are not known to,  or
within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not  involve
the affirmative duties set forth above.

               (ii)Lessee's Agent. An agent can agree to  act  as
agent for the Lessee only. In these situations, the agent is  not
the  Lessor's agent, even if by agreement the agent  may  receive
compensation  for services rendered, either in full  or  in  part
from  the  Lessor.  An agent acting only for  a  Lessee  has  the
following  affirmative obligations. To the  Lessee:  A  fiduciary
duty  of utmost care, integrity, honesty, and loyalty in dealings
with  the  Lessee.  To  the Lessee and the  Lessor:  a.  Diligent
exercise  of  reasonable skills and care in  performance  of  the
agent's  duties.  b. A duty of honest and fair dealing  and  good
faith.  c.  A  duty  to disclose all facts  known  to  the  agent
materially  affecting the value or desirability of  the  property
that  are  not  known  to, or within the diligent  attention  and
observation of, the Parties. An agent is not obligated to  reveal
to  either Party any confidential information obtained  from  the
other  Party  which does not involve the affirmative  duties  set
forth above.

               (iii)      Agent  Representing_Both   Lessor   and
Lessee.  A  real estate agent, either acting directly or  through
one  or more associate licenses, can legally be the agent of both
the  Lessor  and the Lessee in a transaction, but only  with  the
knowledge  and consent of both the Lessor and the  Lessee.  In  a
dual  agency  situation, the agent has the following  affirmative
obligations  to  both the Lessor and the Lessee: a.  A  fiduciary
duty  of  utmost  care, integrity, honesty  and  loyalty  in  the
dealings with either Lesser or the Lessee. b. Other duties to the
Lessor  and  the Lessee as stated above in subparagraphs  (i)  or
(ii).  In representing both Lessor and Lessee, the agent may  not
without  the express permission of the respective Party, disclose
to  the other Party that the Lessor will accept rent in an amount
less  than  that indicated in the listing or that the  Lessee  is
willing to pay a higher rent than that offered. The above  duties
of the agent in a real estate transaction do not relieve a Lessor
or Lessee from the responsibility to protect their own interests.
Lessor  and Lessee should carefully read all agreements to assure
that   they  adequately  express  their  understanding   of   the
transaction. A real estate agent is a person qualified to  advise
about  real estate. If legal or tax advise is desired, consult  a
competent professional.

          (b)  Brokers have no responsibility with respect to any
default   or  breach  hereof  by  either  Party.  The   liability
(including  court costs and attorneys' fees), of any Broker  with
respect to any breach of duty, error or omission relating to this
Lease  shall not exceed the fee received by such Broker  pursuant
to this ease; provided, however, that the foregoing limitation on
each  Broker's  liability shall not be applicable  to  any  gross
negligence or willful misconduct of such Broker.

          (c)  Buyer  and Seller agree to identify to Brokers  as
`Confidential'  any  communication or information  given  Brokers
that is considered by such Party to be confidential.

26.   No  Right  To  Holdover. Lessee  has  no  right  to  retain
possession  of  the  Premises  or any  part  thereof  beyond  the
expiration or termination of this Lease. In the event that Lessee
holds over, then the Base Rent shall be increased to 150% of  the
Base  Rent  applicable immediately preceding  the  expiration  or
termination.  Nothing  contained herein  shall  be  construed  as
consent by Lessor to any holding over by Lessee.

27.   Cumulative Remedies. No remedy or election hereunder  shall
be  deemed  exclusive but shall, wherever possible, be cumulative
with all other remedies at law or in equity.

28.   Covenants  and Conditions; Construction of  Agreement.  All
provisions  of this Lease to be observed or performed  by  Lessee
are  both covenants and conditions. In construing this Lease, all
headings  and titles are for the convenience of the Parties  only
and  shall  not  be  considered a part of  this  Lease.  Whenever
required  by the context, the singular shall include  the  plural
and  vice versa. This Lease shall not be construed as if prepared
by  one  of the Parties, but rather according to its fair meaning
as a whole, as if both Parties had prepared it.

29.   Binding Effect; Choice of Law. This Lease shall be  binding
upon the Parties, their personal representatives, successors  and
assigns  and  be governed by the laws of the State in  which  the
Premises  are located. Any litigation between the Parties  hereto
concerning this Lease shall be initiated in the county  in  which
the Premises are located.

30.  Subordination; Attornment; Non-Disturbance.

     30.1Subordination. This Lease and any Option granted  hereby
shall  be  subject and subordinate to any ground lease, mortgage,
deed   of  trust,  or  other  hypothecation  or  security  device
(collectively, "Security Device'), now or hereafter  placed  upon
the  Premises,  to  any  and all advances made  on  the  security
thereof,  and  to  all  renewals, modifications,  and  extensions
thereof.  Lessee  agrees that the holders of  any  such  Security
Devices  (in  this Lease together referred to as `Lender')  shall
have no liability or obligation to perform any of the obligations
of  Lessor  under this Lease. Any Lender may elect to  have  this
Lease  and/or any Option granted hereby superior to the  lien  of
its  Security Device by giving written notice thereof to  Lessee,
whereupon  this Lease and such Options shall be deemed  prior  to
such  Security Device, notwithstanding the relative dates of  the
documentation or recordation thereof.

     30.2Attornment. In the event that Lessor transfers title  to
the  Premises, or the Premises are acquired by another  upon  the
foreclosure  or termination of a Security Device  to  which  this
Lease   is  subordinated  (i)  Lessee  shall,  subject   to   the
nondisturbance provisions of Paragraph 30.3, attorn to  such  new
owner,  and upon request, enter into a new lease, containing  all
of  the  terms and provisions of this Lease, with such new  owner
for the remainder of the term hereof, or, at the election of such
new  owner,  this Lease shall automatically become  a  new  Lease
between  Lessee  and such new owner, upon all of  the  terms  and
conditions hereof, for the remainder of the term hereof, and (ii)
Lessor  shall  thereafter be relieved of any further  obligations
hereunder  and  such  new  owner shall  assume  all  of  Lessor's
obligations hereunder, except that such new owner shall not:  (a)
be  liable  for any act or omission of any prior lessor  or  with
respect  to  events occurring prior to acquisition of  ownership;
(b) be subject to any offsets or defenses which Lessee might have
against any prior lessor, (c) be bound by prepayment of more than
one month's rent, or (d) be liable for the return of any security
deposit paid to any prior lessor.

     30.3Non-Disturbance.  With  respect  to   Security   Devices
entered  into  by  Lessor  after the  execution  of  this  Lease,
Lessee's  subordination  of  this  Lease  shall  be  subject   to
receiving a commercially reasonable non-disturbance agreement  (a
`Non-Disturbance    Agreement')    from    the    Lender    which
Non-Disturbance  Agreement provides that Lessee's  possession  of
the Premises, and this Lease, including any options to extend the
tern  hereof, will not be disturbed so long as Lessee is  not  in
Breach  hereof  and attoms to the record owner of  the  Premises.
Further, within 60 days after the execution of this Lease, Lessor
shall  use  its  commercially  reasonable  efforts  to  obtain  a
Non-Disturbance  Agreement from the holder  of  any  pre-existing
Security  Device which is secured by the Premises. In  the  event
that  Lessor  is unable to provide the Non-Disturbance  Agreement
within  said  60  days,  then Lessee  may,  at  Lessee's  option,
directly  contact  Lender  and  attempt  to  negotiate  for   the
execution and delivery of a Non-Disturbance Agreement.

     30.4Self-Executing.  The  agreements   contained   in   this
Paragraph  30  shall be effective without the  execution  of  any
further  documents; provided, however, that, upon written request
from  Lessor or a Lender in connection with a sale, financing  or
refinancing of the Premises, Lessee and Lessor shall execute such
further  writings  as  may be reasonably required  to  separately
document  any  subordination, attornment  and/or  Non-Disturbance
Agreement provided for herein.

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

32.   Lessor's  Access;  Showing Premises;  Repairs.  Lessor  and
Lessor's agents shall have the right to enter the Premises at any
time,  in  the case of an emergency, and otherwise at  reasonable
times  for  the  purpose  of  showing  the  same  to  prospective
purchasers,  lenders,  or tenants, and making  such  alterations,
repairs, improvements or additions to the Premises as Lessor  may
deem   necessary  or  desirable  and  the  erecting,  using   and
maintaining  of  utilities, services, pipes and conduits  through
the  Premises  and/or  other premises as  long  as  there  is  no
material adverse effect to Lessee's use of the Premises. All such
activities  shall be without abatement of rent  or  liability  to
Lessee. Lessor may at any time place on the Premises any ordinary
"For  Sale" signs and Lessor may during the last 6 months of  the
term hereof place on the Premises any ordinary "For Lease' signs.
In  addition, Lessor shall have the right to retain keys  to  the
Premises  and  to unlock all doors in or upon the Premises  other
than to files, vaults and safes, and in the case of emergency  to
enter  the Premises by any reasonably appropriate means, and  any
such  entry shall not be deemed a forcible or unlawful  entry  or
detainer  of  the  Premises  or an eviction.  Lessee  waives  any
charges  for  damages or injuries or interference  with  Lessee's
property or business in connection therewith.

33.   Auctions.  Lessee  shall not  conduct,  nor  permit  to  be
conducted,  any auction upon the Premises without Lessor's  prior
written  consent. Lessor shall not be obligated to  exercise  any
standard  of reasonableness in determining whether to  permit  an
auction.

34.   Signs.  Lessee shall not place any sign  upon  the  Project
without Lessor's prior written consent.

35.  Termination; Merger. Unless specifically stated otherwise in
writing by Lessor, the voluntary or other surrender of this Lease
by  Lessee, the mutual termination or cancellation hereof,  or  a
termination  hereof  by  Lessor  for  Breach  by  Lessee,   shall
automatically  terminate any sublease or  lesser  estate  in  the
Premises;  provided, however, that Lessor may elect  to  continue
any one or all existing subtenancies. Lessor's failure within  10
days following any such event to elect to the contrary by written
notice  to  the  holder  of  any  such  lesser  interest,   shall
constitute  Lessor's election to have such event  constitute  the
termination of such interest.

36.   Consents. Except as otherwise provided herein, wherever  in
this Lease the consent of a Party is required to an act by or for
the  other Party, such consent shall not be unreasonably withheld
or   delayed.  Lessor's  actual  reasonable  costs  and  expenses
(including but not limited to architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or
response  to,  a  request  by  Lessee  for  any  Lessor  consent,
including  but  not  limited  to consents  to  an  assignment,  a
subletting or the presence or use of a Hazardous Substance, shall
be  paid  by  Lessee  upon receipt of an invoice  and  supporting
documentation  therefor. Lessor's consent to any act,  assignment
or  subletting  shall  not constitute an acknowledgment  that  no
Default or Breach by Lessee of this Lease exists, nor shall  such
consent  be  deemed  a  waiver of any then  existing  Default  or
Breach, except as may be otherwise specifically stated in writing
by  Lessor  at the time of such consent. The failure  to  specify
herein  any  particular condition to Lessor's consent  shall  not
preclude the imposition by Lessor at the time of consent of  such
further or other conditions as are then reasonable with reference
to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made  by
the  other hereunder and reasonably requests the reasons for such
determination, the determining party shall furnish its reasons in
writing  and  in  reasonable  detail  within  10  business   days
following such request.

37.  Guarantor.

     37.1.     Execution.  The Guarantors,  if  any,  shall  each
execute  a  guaranty in the form most recently published  by  the
American Industrial Real Estate Association.

     37.2Default. It shall constitute a Default of the Lessee  if
any  Guarantor  fails or refuses, upon request  to  provide:  (a)
evidence  of  the  execution  of  the  guaranty,  including   the
authority of the party signing on Guarantor's behalf to  obligate
Guarantor, and in the case of a corporate Guarantor, a  certified
copy  of  a resolution of its board of directors authorizing  the
making of such guaranty, (b) current financial statements, (c) an
Estoppel  Certificate,  or  (d)  written  confirmation  that  the
guaranty is still in effect.

38.   Quiet Possession. Subject to payment by Lessee of the  Rent
and   performance  of  all  of  the  covenants,  conditions   and
provisions  on  Lessee's part to be observed and performed  under
this   Lease,  Lessee  shall  have  quiet  possession  and  quiet
enjoyment of the Premises during the term hereof.

39.   Options. If Lessee is granted an Option, as defined  below,
then the following provisions shall apply.

     39.1Definition.  `Option'  shall  mean:  (a)  the  right  to
extend the term of or renew this Lease or to extend or renew  any
lease  that Lessee has on other property of Lessor; (b) the right
of  first refusal or first offer to lease either the Premises  or
other  property of Lessor; (c) the right to purchase or the right
of  first  refusal to purchase the Premises or other property  of
Lessor.

     39.2Options Personal To Original Lessee. Any Option  granted
to  Lessee in this Lease is personal to the original Lessee,  and
cannot  be  assigned  or  exercised by  anyone  other  than  said
original  Lessee and only while the original Lessee  is  in  full
possession  of  the Premises and, if requested  by  Lessor,  with
Lessee  certifying  that  Lessee has no intention  of  thereafter
assigning or subletting.

     39.3Multiple  Options.  In the event  that  Lessee  has  any
multiple  Options to extend or renew this Lease, a  later  Option
cannot  be  exercised unless the prior Options have been  validly
exercised.

    39.4      Effect of Default on Options.

          (a)   Lessee shall have no right to exercise an Option:
(i) during the period commencing with the giving of any notice of
Default  and continuing until raid Default is cured, (ii)  during
the  period of time any Rent is unpaid (without regard to whether
notice thereof is given Lessee), (iii) during the time Lessee  is
in  Breach  of this Lease, or (iv) in the event that  Lessee  has
been given 3 or more notices of separate Default, whether or  not
the  Defaults  are cured, during the 12 month period  immediately
preceding the exercise of the Option.

          (b)  The period of time within which an Option  may  be
exercised shall not be extended or enlarged by reason of Lessee's
inability  to  exercise an Option because of  the  provisions  of
Paragraph 39.4(a).

          (c)  An  Option  shall terminate and be of  no  further
force or effect, notwithstanding Lessee's due and timely exercise
of  the  Option,  if,  after  such  exercise  and  prior  to  the
commencement of the extended term or completion of the  purchase,
(i)  Lessee fails to pay Rent for a period of 30 days after  such
Rent  becomes due (without any necessity of Lessor to give notice
thereof), or (ii) if Lessee commits a Breach of this Lease.

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

41.  Reservations.

          (a)  Lessor  reserves the right: (i) to grant,  without
the  consent  or  joinder of Lessee, such easements,  rights  and
dedications  that  Lessor  deems necessary,  (ii)  to  cause  the
recordation  of  parcel maps and restrictions,  (iii)  to  create
and/or  install new utility raceways, so long as such  easements,
rights, dedications, maps, restrictions, and utility raceways  do
not  unreasonably  interfere with the  use  of  the  Premises  by
Lessee. Lessor may also: change the name, address or title of the
Building  or Project upon at least 90 days prior written  notice;
provide  and  install,  at  Lessee's expense,  Building  standard
graphics  on  the door of the Premises and such portions  of  the
Common  Areas as Lessor shall reasonably deem appropriate;  grant
to any lessee the exclusive right to conduct any business as long
as  such  exclusive  right  does not  conflict  with  any  rights
expressly  given  herein; and to place  such  signs,  notices  or
displays  as Lessor reasonably deems necessary or advisable  upon
the  roof,  exterior of the Building or the Project  or  on  pole
signs  in  the Common Areas. Lessee agrees to sign any  documents
reasonably  requested by Lessor to effectuate  such  rights.  The
obstruction  of  Lessee's view, air, or light  by  any  structure
erected  in  the vicinity of the Building, whether by  Lessor  or
third  parties, shall in no way affect this Lease or  impose  any
liability upon Lessor.

          (b)  Lessor also reserves the right to move  Lessee  to
other space of comparable size in the Building or Project. Lessor
must  provide at least 45 prior written notice of such move,  and
the new space must contain improvements of comparable quality  to
those  contained  within  the  Premises.  Lessor  shall  pay  the
reasonable out of pocket costs that Lessee incurs with regard  to
such  relocation, including the expenses of moving and  necessary
stationary revision costs. In no event, however, shall Lessor  be
required  to  pay  an amount in excess of two months  Base  Rent.
Lessee  may  not be relocated more than once during the  term  of
this Lease.

          (c)   Lessee   shall  not:  (i)  use  a  representation
(photographic or otherwise) of the Building or Project  or  their
name(s)  in connection with Lessee's business; or (ii) suffer  or
permit  anyone, except in emergency, to go upon the roof  of  the
Building.

42.   Performance Under Protest. If at any time a  dispute  shall
arise as to any amount or sum of money to be paid by one Party to
the other under the provisions hereof, the Party against whom the
obligation to pay the money is asserted shall have the  right  to
make  payment  "under  protest" and such  payment  shall  not  be
regarded as a voluntary payment and there shall survive the right
on  the part of said Party to institute suit for recovery of such
sum.  If  it shall be adjudged that there was no legal obligation
on  the  part of said Party to pay such sum or any part  thereof,
said  Party  shall be entitled to recover such  sum  or  so  much
thereof as it was not legally required to pay.

43.  Authority.

          (a)  If  either  Party hereto is a corporation,  trust,
limited  liability company, partnership, or similar entity,  each
individual  executing  this  Lease  on  behalf  of  such   entity
represents  and  warrants that he or she is  duly  authorized  to
execute  and deliver this Lease on its behalf. Each party  shall,
within  30  days  after  request,  deliver  to  the  other  party
satisfactory evidence of such authority.

          (b)  If  this Lease is executed by more than one person
or  entity  as  "Lessee", each such person  or  entity  shall  be
jointly and severally liable hereunder. It is agreed that any one
of  the named Lessees shall be empowered to execute any amendment
to  this Lease, or other document ancillary thereto and bind  all
of  the named Lessees, and Lessor may rely on the same as if  all
of the named Lessees had executed such document.

44.   Conflict.  Any conflict between the printed  provisions  of
this Lease and the typewritten or handwritten provisions shall be
controlled by the typewritten or handwritten provisions.

45.   Offer. Preparation of this Lease by either party  or  their
agent  and  submission of same to the other Party  shall  not  be
deemed  an offer to lease to the other Party. This Lease  is  not
intended  to  be  binding until executed  and  delivered  by  all
Parties hereto.

46.   Amendments.  This Lease may be modified  only  in  writing,
signed   by  the  Parties  in  interest  at  the  time   of   the
modification.  As long as they do not materially change  Lessee's
obligations  hereunder,  Lessee agrees to  make  such  reasonable
nonmonetary  modifications to this Lease  as  may  be  reasonably
required  by a Lender in connection with the obtaining of  normal
financing or refinancing of the Premises.

47.  Multiple Parties. If more than one person or entity is named
herein  as  either Lessor or Lessee, such multiple Parties  shall
have joint and several responsibility to comply with the terms of
this Lease.

48.   Waiver  of  Jury  Trial.  THE PARTIES  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS TO TRIAL BY JURY IN ANY ACTION  OR  PROCEEDING
INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

49.  Mediation and Arbitration of Disputes. An Addendum requiring
the  Mediation and/or the Arbitration of all disputes between the
Parties and/or Brokers arising out of this Lease 0 is 11  is  not
attached to this Lease.

50.   Americans  with Disabilities Act. In the event  that  as  a
result  of  Lessee's use, or intended use, of  the  Premises  the
Americans  with  Disabilities Act or  any  similar  law  requires
modifications or the construction or installation of improvements
in or to the Premises, Building, Project and/or Common Areas, the
Parties   agree   that   such  modifications,   construction   or
improvements  shall be made at: 11 Lessor's expense  13  Lessee's
expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND
EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF
THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE
PARTIES  HEREBY AGREE THAT, AT THE TIME THIS LEASE  IS  EXECUTED,
THE   TERMS  OF  THIS  LEASE  ARE  COMMERCIALLY  REASONABLE   AND
EFFECTUATE  THE  INTENT  AND PURPOSE OF LESSOR  AND  LESSEE  WITH
RESPECT TO THE PREMISES.

ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS  MADE  BY  THE
AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER  AS
TO  THE  LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES  OF
THIS  LEASE  OR THE TRANSACTION TO WHICH IT RELATES. THE  PARTIES
ARE URGED TO:

1.    SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES
OF THIS LEASE.

2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE
CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE  BUT
NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE  ZONING  AND SIZE OF THE PREMISES, THE STRUCTURAL  INTEGRITY,
THE  CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH
THE  AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY  OF  THE
PREMISES FOR LESSEE'S INTENDED USE.

WARNING:  IF  THE  PREMISES ARE LOCATED IN  A  STATE  OTHER  THAN
CALIFORNIA,  CERTAIN  PROVISIONS OF THE  LEASE  MAY  NEED  TO  BE
REVISED  TO  COMPLY  WITH  THE LAWS OF THE  STATE  IN  WHICH  THE
PREMISES ARE LOCATED.

The  parties hereto executed this Lease at the place and  on  the
dates specified above their respective signatures.

Executed at:   Irvine, CA             Executed at:   Santa Ana, CA
on:        February  28, 2000         on:        12 February, 2000

By LESSOR:                              By LESSEE:

McCabe Way Irvine, LLC                  California Software Corporation


By:/s/    David Mileski                 By: /s/ Bruce Acacio

Name   Printed:  David  Mileski         Name   Printed: Bruce Acacio

Title: Managing Partner                 Title: CEO

By:                                By:
Name Printed:                           Name Printed:
Title:                                  Title:

Initials

Address:  3184 G Airway            Address:  2901 Pullman Street
          Costa Mesa, CA 92626               Santa Ana,  CA 92705



Telephone/Facsimile                     Telephone/Facsimile

Federal ID No.                          Federal ID No.

LESSOR'S                           LESSEE'S
BROKER:                            BROKER:

Attn:                              Attn:

Address:                           Address:

Telephone/Facsimile No.                 Telephone/Facsimile No.

These  forms are often modified to meet changing requirements  of
law  and needs of the industry. Always write or call to make sure
you are utilizing the most current form: American Industrial Real
Estate  Association,  700 South Flower  Street,  Suite  600,  Los
Angeles, CA 90017. (213) 687-8777.



<PAGE>

                    RULES AND REGULATIONS FOR
                      STANDARD OFFICE LEASE



Dated: February 14, 2000

By  and  Between McCabe Way Irvine, LLC ("Lessor") and California
Software Corporation ("Lessee")

                          GENERAL RULES

     1.    Lessee  shall not suffer or permit the obstruction  of
any Common Areas, including driveways, walkways and stairways.

     2.    Lessor  reserves  the right to refuse  access  to  any
persons Lessor in good faith judges to be a threat to the  safety
and reputation of the Project and its occupants.

     3.   Lessee shall not make or permit any noise or odors that
annoy  or interfere with other lessees or persons having business
within the Project.

     4.    Lessee  shall  not keep animals or  birds  within  the
Project,  and  shall  not bring bicycles,  motorcycles  or  other
vehicles into areas not designated as authorized for same.

     5.    Lessee shall not make, suffer or permit litter  except
in appropriate receptacles for that purpose.

     6.    Lessee  shall  not alter any lock or  install  new  or
additional locks or bolts.

     7.    Lessee shall be responsible for the inappropriate  use
of  any  toilet  rooms, plumbing or other utilities.  No  foreign
substances of any kind are to be inserted therein.

     8.    Lessee shall not deface the walls, partitions or other
surfaces of the Premises or Project.

     9.   Lessee shall not suffer or permit anything in or around
the Premises or Building that causes excessive vibration or floor
loading in any part of the Project.

     10.  Furniture, significant freight and equipment  shall  be
moved  into  or  out  of  the building  only  with  the  Lessor's
knowledge   and   consent,  and  subject   to   such   reasonable
limitations,  techniques  and timing, as  may  be  designated  by
Lessor. Lessee shall be responsible for any damage to the  Office
Building Project arising from any such activity.

     11.   Lessee shall not employ any service or contractor  for
services  or  work  to  be performed in the Building,  except  as
approved by Lessor.

     12.   Lessor  reserves  the right  to  close  and  lock  the
Building  on  Saturdays, Sundays and Building  Holidays,  and  on
other  days between the hours of 6:00 P.M. and 7:00 A.M.  of  the
following  day. If Lessee uses the Premises during such  periods,
Lessee shall be responsible for securely locking any doors it may
have opened for entry.

     13.   Lessee shall return all keys at the termination of its
tenancy  and  shall be responsible for the cost of replacing  any
keys that are lost.

     14.   No  window  coverings,  shades  or  awnings  shall  be
installed or used by Lessee.

     15.   No Lessee, employee or invitee shall go upon the  roof
of the Building.

     16.   Lessee shall not suffer or permit smoking or  carrying
of lighted cigars or cigarettes in areas reasonably designated by
Lessor  or  by  applicable governmental agencies  as  non-smoking
areas.

     17.   Lessee  shall  not use any method of  heating  or  air
conditioning other than as provided by Lessor.

     18.   Lessee  shall  not install, maintain  or  operate  any
vending  machines  upon  the Premises  without  Lessor's  written
consent.

     19.   The  Premises  shall  not  be  used  for  lodging   or
manufacturing, cooking or food preparation.

     20.   Lessee  shall comply with all safety, fire  protection
and   evacuation  regulations  established  by  Lessor   or   any
applicable governmental agency.

     21.   Lessor  reserves the right to waive any one  of  these
rules or regulations, and/or as to any particular Lessee, and any
such  waiver shall not constitute a waiver of any other  rule  or
regulation or any subsequent application thereof to such Lessee.

     22.   Lessee  assumes all risks from theft or vandalism  and
agrees to keep its Premises locked as may be required.

     23.  Lessor reserves the right to make such other reasonable
rules  and regulations as it may from time to time deem necessary
for  the appropriate operation and safety of the Project and  its
occupants.  Lessee agrees to abide by these and  such  rules  and
regulations.

<PAGE>

                          PARKING RULES

     1.    Parking  areas  shall  be used  only  for  parking  by
vehicles  no longer than full size, passenger automobiles  herein
called  `Permitted Size Vehicles.' Vehicles other than  Permitted
Size Vehicles are herein referred to as `Oversized Vehicles.'

     2.    Lessee  shall  not permit or allow any  vehicles  that
belong  to  or  are  controlled by Lessee or Lessee's  employees,
suppliers,  shippers,  customers,  or  invitees  to  be   loaded,
unloaded,  or  parked  in areas other than  those  designated  by
Lessor for such activities.

     3.   Parking stickers or identification devices shall be the
property  of  Lessor  and be returned to  Lessor  by  the  holder
thereof  upon  termination  of the holder's  parking  privileges.
Lessee   will  pay  such  replacement  charge  as  is  reasonably
established by Lessor for the loss of such devices.

     4.   Lessor reserves the right to refuse the sale of monthly
identification  devices to any person or  entity  that  willfully
refuses  to  comply with the applicable rules, regulations,  laws
and/or agreements.

     5.    Lessor reserves the right to relocate all or a part of
parking  spaces from floor to floor, within one floor, and/or  to
reasonably   adjacent  offsite  location(s),  and  to  reasonably
allocate them between compact and standard size spaces,  as  long
as  the  same  complies  with  applicable  laws,  ordinances  and
regulations.

     6.    Users  of the parking area will obey all posted  signs
and park only in the areas designated for vehicle parking.

     7.    Unless  otherwise instructed, every person  using  the
parking area is required to park and lock his own vehicle. Lessor
will  not  be responsible for any damage to vehicles,  injury  to
persons  or  loss of property, all of which risks are assumed  by
the party using the parking area.

     8.   Validation, if established, will be permissible only by
such  method  or  methods  as  Lessor  and/or  its  licensee  may
establish at rates generally applicable to visitor parking.

     9.     The  maintenance,  washing,  waxing  or  cleaning  of
vehicles in the parking structure or Common Areas is prohibited.

     10.   Lessee shall be responsible for seeing that all of its
employees, agents and invitees comply with the applicable parking
rules, regulations, laws and agreements.

     11.   Lessor reserves the right to modify these rules and/or
adopt  such  other  reasonable and non-discriminatory  rules  and
regulations as it may deem necessary for the proper operation  of
the parking area.

     12.   Such  parking  use as is herein provided  is  intended
merely as a license only and no bailment is intended or shall  be
created hereby.

<PAGE>


                           ADDENDUM TO
           STANDARD MULTI-TENANT OFFICE LEASE - GROSS
     DATED FEBRUARY 14, 2000 BETWEEN MCCABE WAY, IRVINE LLC
                           ("LESSOR")
         AND CALIFORNIA SOFTWARE CORPORATION ("LESSEE").

_________________________________________________________________



50.  Signage

     Tenant  shall be granted exclusive building top sign  rights
     on  the building subject to any regulations and codes of the
     City  of  Irvine.  Any  installation and  maintenance  costs
     shall be the responsibility of the Tenant.

51.  Storage Space

     In  addition  to  Tenant's subject  premises  consisting  of
     approximately  10,668  rentable square  feet,  Tenant  shall
     lease  approximately 644 additional rentable square feet  of
     storage  space.  The  rental amount for  the  storage  space
     shall  be  $1.00 PSF/FSG per month which equates to  $644.00
     per  month for the first year and adjusted annually by $0.05
     per square foot there after.

52.  Rental Schedule

     The  rental schedule for the subject premises consisting  of
     approximately  10,668  rentable  square  feet  shall  be  as
     follows:

     Months    Rental Amount/PSF/FSG    Monthly Rental Amount

     01                  $2.10                    $22,403.00
     02 - 03             $0.00                         $0.00
     04 - 24             $2.10                    $22,403.00
     25 - 36             $2.15                    $22,936.00
     37 - 48             $2.20                     $3,470.00
     49 - 60             $2.25                    $24,003.00

53.  Option to Extend

     Tenant  shall  be  granted one (1)  five  (5)  year  renewal
     option. The renewal option shall be exercised no later  than
     one  hundred  and eighty (180) days prior to the  expiration
     of  the initial term. The renewal option base rent shall  be
     then  Fair Market Rate for office space of comparable  size,
     quality,  and location, but in no event an amount less  than
     what  Lessee  had been paying during the last  year  of  the
     original term of the lease.

54.  Option to Expand

     Tenant shall have an ongoing first right of refusal for  any
     space  available during the lease term on the  ground  floor
     of  the  building. If Landlord receives a  bona  fide  offer
     from  a  prospective tenant for the ground  floor,  landlord
     shall  notify  tenant  and  tenant  shall  have  three   (3)
     business  days  to respond. If Tenant elects  to  lease  the
     expansion  space within twelve (12) months of  its  original
     occupancy date, the terms and conditions shall be  the  same
     as  the  original terms and conditions. If tenant elects  to
     lease  the  space after twelve (12) months of  its  original
     occupancy  date, the terms and conditions shall  be  at  the
     then  fair market rental rate for office space of comparable
     size,  quality and location, but in no event an amount  less
     than  that for which Tenant is paying for Tenant's  existing
     space.