SUBLEASE
                                    --------


1.   PARTIES.
     This  Sublease, dated May 16, 2002 is made between DHR International, Inc.,
     an  Illinois  Corporation  ("Sublessor"),  and Transworld Benefits, Inc., a
     Nevada  Corporation  ("Sublessee").

2.   MASTER  LEASE.
     Sublessor  is the tenant under a written lease dated February 14, 2000 (the
     "Master  Lease"),  wherein World Trade Center Building, Inc., a Corporation
     (as  "Lessor"),  leased  to  Enterprise  Profit  Solutions  Corporation (as
     "Lessee")  3,875  rentable  square  feet  at 18201 Von Karman Avenue, Suite
     1170, Irvine, California. The Lease was assigned to DHR International, Inc.
     The Master Lease, as amended and assigned shall be collectively referred to
     herein  as the "Lease" and is attached as Exhibit "A" to this Sublease. All
     capitalized  terms referred to herein shall have the meanings given to them
     in  the  Lease  unless  otherwise  specified  herein.

3.   PREMISES.
     Sublessor  hereby  Subleases  to  Sublessee on the terms and conditions set
     forth in this Sublease the entire Premises of 3,875 rentable square feet as
     described  above  (the  "Premises").

4.   WARRANTY BY SUBLESSOR.
     Sublessor  warrants  and represents to Sublessee that to Sublessor's actual
     knowledge, Sublessor is not now, and as of the commencement of the Sublease
     Term  hereof  will not be, in default or breach of any of the provisions of
     the  Lease, and that Sublessor has no knowledge of any claim by Lessor that
     Sublessor  is  in  default or breach of any of the provisions of the Lease.

5.   TERM.
     The  "Sublease  Term" shall be for the remainder of the Lease Term expiring
     March 14, 2005. The Sublease Term shall commence on the date ("Commencement
     Date")  which  is  the  date  of  delivery  of the Premises by Sublessor to
     Sublessee, estimated to be July 1, 2002 and (ii) the date upon which Lessor
     consents  to this Sublease. Notwithstanding the foregoing, if Sublessor has
     not  delivered  Possession to Sublessee by August 1, 2002, then at any time
     thereafter  and before delivery of possession of the Premises to Sublessee,
     Sublessee  may give written notice to Sublessor of Sublessee's intention to
     cancel  this  Sublease.  Said  notice shall set forth an effective date for
     such  cancellation  which shall be at least ten (10) days after delivery of
     said  notice to Sublessor. If Sublessor delivers possession to Sublessee on
     or  before such effective date this Sublease shall remain in full force and
     effect.  If Sublessor fails to deliver possession to Sublessee on or before
     such  effective  date,  this  Sublease shall be cancelable by Sublessee, in
     which  case  all consideration previously paid by Sublessee to Sublessor on
     account  of  this  Sublease  shall  be returned to Sublessee, this Sublease
     shall thereafter be of no further force or effect, and Sublessor shall have
     no further liability to Sublessee on account of such delay or cancellation.

6.   RENT  AND  SECURITY  DEPOSIT.
     Sublessee shall pay to Sublessor as Rent, without deduction, offset, notice
     or demand, at a location to be provided in writing to Sublessee, the sum of
     $8,559.25  per  month, on the first day of each month of the Sublease Term.
     If  Sublessee fails to pay any installment of rent within five days of when
     due  or if Sublessee fails to make any other payment for which Sublessee is
     obligated  under  this  Sublease  within  five  days of when due, such late
     amount  will  accrue  charges  in the same manner and amount as provided in
     Section  22  (f)  of the Lease. The Rent shall increase on the first day of
     the  seventeenth  month  of  the  Sublease Term to $8,946.75. The Sublessee
     shall  pay  to Sublessor upon execution of this Sublease $25,677.75 as Rent
     for  months  one,  two  and  three  of  the Sublease Term and an additional
     $26,840.25 as a Security Deposit to be held by Sublessor and treated in the
     same  manner as is outlined in Section 7 of the Lease. If the Sublease Term
     begins  on  a  day  other  than  the first day of a month, the Rent for the
     partial  months  shall  be prorated on a per diem basis based on the actual
     number  of  days  in  the month in which the Sublease commences. Additional
     provisions:


                                      -1-
<PAGE>
     -    Sublessee  shall  pay the Operating Expenses and Taxes associated with
          the  Premises and the Project above the 2002 Base Year. These payments
          shall be made by Sublessee to Sublessor. The method of calculating and
          paying  Operating  Expenses  and  Taxes  shall  be  per  the  Lease.
     -    Sublessee shall take the Premises on an "AS-IS" basis. Sublessor shall
          leave  the  Premises  in  good  working  order.
     -    Sublessee  shall  be allowed to install signage per the Lease adjacent
          to  the  Premises'  entry  and on all common area suite identification
          where  applicable,  subject  to  the  approval  of  Landlord.
     -    Sublessee  shall  have  the  right  to  further sublease or assign any
          portion  of the Premises subject to the applicable terms in the Lease,
          and  subject  to the prior reasonable written consent of Sublessor and
          Lessor,  which  consent  shall  be  requested and granted or denied in
          accordance  with  the  applicable  terms  of  the  Lease.

7.   OTHER  PROVISIONS  OF  SUBLEASE.
     All  applicable terms and conditions of the Lease are incorporated into and
     made  a  part  of  this  Sublease  as  if  Sublessor  were  the  Lessor, as
     applicable,  thereunder,  and  Sublessee  the  Lessee thereunder. Sublessee
     assumes  and  agrees  to  perform all of the Lessee's obligations under the
     Lease  during  the  Sublease  Term  to the extent that such obligations are
     applicable  to  the  Premises,  except  that  the obligation to pay rent to
     Lessor  under  the  Lease shall be considered performed by Sublessee by its
     payment  to  Sublessor  of  the  amounts  set  forth  in  Section 6 of this
     Sublease.  Sublessee  shall  cause  Sublessor  to be named as an additional
     insured on the policies of insurance required to be maintained by Sublessee
     pursuant  to  Section 19 of the Lease. Sublessee shall not commit or suffer
     any act or omission that will violate any of the provisions of the Lease or
     Sublessee.  If Sublessee shall be in default under this Sublease, Sublessor
     will be entitled to exercise any of the remedies provided for in Section 22
     of  the  Lease.  Notwithstanding anything to the contrary contained in this
     Sublease, Sublessee agrees that performance by Sublessor of its obligations
     hereunder  are  conditional  upon  due  performance  by  the  Lessor of its
     obligations under the Lease, and Sublessor shall not be liable to Sublessee
     for any default of the Lessor under the Lease. Sublessee shall not have any
     claim  against  Sublessor by reason of the Landlord's failure or refusal to
     comply  with any of the provisions of the Lease, as applicable, unless such
     failure  or  refusal  is  a  result  of  Sublessor's act or failure to act.
     Sublessor  shall  exercise  due  diligence in attempting to cause Lessor to
     perform  its  obligations  under  the  Lease  for the benefit of Sublessee.
     Notwithstanding  the  foregoing,  if the Lease gives Sublessor any right to
     terminate  the  Lease  in  the  event  of  the  partial  or  total  damage,
     destruction,  or condemnation of the Premises or the building or project of
     which  the  Premises  are  a  part, the exercise of such right by Sublessor
     shall  not  constitute  a  default  or  breach  hereunder.

8.   ATTORNEYS'  FEES.
     If  either  Sublessor  or Sublessee shall commence legal action against the
     other  arising  out  of or in connection with this Sublease, the prevailing
     party  shall  be  entitled  to  recover  its  costs  of suit and reasonable
     attorneys'  fees.

9.   INDEMNITY.
     Sublessee  hereby  agrees  to protect, defend, indemnify and hold Sublessor
     harmless from and against any and all liabilities, claims, expenses, losses
     and  damages, including, without limitation, reasonable attorneys' fees and
     disbursements,  which  may at any time be asserted against Sublessor by (a)
     the  Lessor  for  failure  of  Sublessee  to  perform any of the covenants,
     agreements, terms, provisions or conditions contained in the Lease which by
     reason  of  the  provisions  of  this  Sublease  Sublessee  is obligated to
     perform, or (b) any person by reason of Sublessee's use and/or occupancy of
     the Premises. The provisions of this Section 9 shall survive the expiration
     or  earlier  termination  of  the Lease and/or this Sublease, except to the
     extent  any  of  the foregoing is caused or by the negligence of Sublessor.

10.  CANCELLATION  OF  LEASE.
     In the event of the cancellation or termination of the Lease for any reason
     whatsoever or of the involuntary surrender of the Lease by operation of law
     prior  to  the  expiration  date of this Sublease, Sublessee agrees to make
     full  and complete attornment to the Lessor under the Lease for the balance
     of the Sublease Term and upon the then executory terms hereof at the option
     of  the  Lessor  at  any  time  during  Sublessee's  occupancy


                                      -2-
<PAGE>
     of  the  Premises,  which  attornment shall be evidenced by an agreement in
     form  and substance reasonably satisfactory to the Lessor. Sublessee agrees
     to  execute  and  deliver  such  an  agreement  at any time within ten (10)
     business  days  after  request  of  the  Lessor,  and  Sublessee waives the
     provisions  of  any law now or hereafter in effect which may give Sublessee
     any right of election to terminate this Sublease or to surrender possession
     of  the Premises in the event any proceeding is brought by the Lessor under
     the  Lease  to  terminate  the  Lease.

11.  AGENCY  DISCLOSURE.
     Sublessor  and  Sublessee  each  warrant that they have dealt with no other
     real  estate broker in connection with this transaction except Arlotti Real
     Estate  Group  (Sublessee's  Broker")  and  Corporate  Real Estate Advisors
     ("Sublessor's  Broker").

12.  COMMISSION.
     Upon  execution  of this Sublease, and consent thereto by Lessor, Sublessor
     shall pay Corporate Real Estate Advisors a real estate brokerage commission
     in  accordance  with  Sublessor's  contract with Sublessor's Broker for the
     subleasing  of  the Premises. Sublessor's Broker shall then pay Sublessee's
     Broker  a  commission  in  accordance  with  their  separate  agreement and
     Sublessor's  contract  with  Sublessor's  Broker.  Sublessor  shall have no
     obligation  to  Sublessee's  Broker other than payment of the commission to
     Sublessor's  Broker.

13.  NOTICES.
     All  notices and demands which may or are to be required or permitted to be
     given  by  either  party  on the other hereunder shall be in writing in the
     manner  set forth in Section 9 of the Lease. All notices and demands by the
     Sublessor to Sublessee shall be mailed to the Sublessee at the Premises, or
     to  such  other  place  as  Sublessee  may from time to time designate in a
     notice  to  the  Sublessor.  All  notices  and  demands by the Sublessee to
     Sublessor  shall  be  mailed  to  the Sublessor at DHR International, Inc.,
     Suite  2220, 10 South Riverside Plaza, Chicago, IL 60606, Attention: Gloria
     Seghi,  and/or  to  such  other person or place as a the Sublessor may from
     time to time designate in a notice to the Sublessee. In the event Sublessee
     receives a notice of default under the Lease, Sublessee will provide a copy
     of such notice to Sublessor within three (3) days after Sublessee's receipt
     thereof.

14.  FURNITURE.
     Sublessee  shall have the use of the furniture currently located within the
     Premises  during  the Sublease Term. Sublessee shall surrender the Premises
     and  furniture  to Sublessor in the same condition as received, normal wear
     and  tear  excepted,  at  the  expiration  or  earlier  termination of this
     Sublease. An inventory of furniture is attached as Exhibit "B".

15.  TELEPHONE  SYSTEM.
     Sublessee  shall  have  the  use  of  the existing telephone system located
     within the Premises during the Sublease Term. Sublessee shall surrender the
     telephone  system  to  Sublessor  in the same condition as received, normal
     wear  and  tear  excepted, at the expiration or earlier termination of this
     Sublease.  A  description  and  an  inventory of the equipment and services
     comprising the telephone system is attached as Exhibit "C".

16.  APPROVAL  BY  LESSOR.
     This  Sublease  is  conditioned  upon  Sublessor's  receipt  in  writing of
     Lessor's  Consent  to  this  Sublease.


     SUBLESSOR:                                 SUBLESSEE:

     By:                                        By:  Transworld Benefits, Inc.
          --------------------------------      --------------------------------
     Name:                                      Name:/s/  Charles C. Seven
          --------------------------------      --------------------------------
     Title:                                     Title:  Chairman/CEO
          --------------------------------      --------------------------------
     Date:                                      Date:  08-07-02
          --------------------------------      --------------------------------


                                      -3-
<PAGE>
                                    Exhibit A
                                    ---------

                              OFFICE BUILDING LEASE

                                     BETWEEN

                        WORLD TRADE CENTER BUILDING, INC.

                                    LANDLORD

                                       AND

                     ENTERPRISE PROFIT SOLUTIONS CORPORATION

                                     TENANT


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                                                                Page
                                                                ----
<S>                                                             <C>

1.   BASIC LEASE TERMS . . . . . . . . . . . . . . . . . . . .     1
2.   PREMISES AND COMMON AREAS . . . . . . . . . . . . . . . .     3
3.   TERM. . . . . . . . . . . . . . . . . . . . . . . . . . .     3
4.   POSSESSION. . . . . . . . . . . . . . . . . . . . . . . .     3
5.   RENT. . . . . . . . . . . . . . . . . . . . . . . . . . .     4
6.   OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . .     4
7.   SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . .     5
8.   USE . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
9.   NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .     6
10.  BROKERS . . . . . . . . . . . . . . . . . . . . . . . . .     6
11.  SURRENDER; HOLDING OVER . . . . . . . . . . . . . . . . .     6
12.  TAXES ON TENANTS PROPERTY . . . . . . . . . . . . . . . .     7
13.  ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . .     7
14.  REPAIRS . . . . . . . . . . . . . . . . . . . . . . . . .     8
15.  LIENS . . . . . . . . . . . . . . . . . . . . . . . . . .     9
16.  ENTRY BY LANDLORD . . . . . . . . . . . . . . . . . . . .     9
17.  UTILITIES AND SERVICES. . . . . . . . . . . . . . . . . .     9
18.  ASSUMPTION OF RISK AND INDEMNIFICATION. . . . . . . . . .    10
19.  INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .    11
20.  DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . . . . .    12
21.  EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . .    13
22.  DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . .    14
23.  LANDLORD DEFAULT. . . . . . . . . . . . . . . . . . . . .    16
24.  ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . .    16
25.  SUBORDINATION . . . . . . . . . . . . . . . . . . . . . .    18
26.  ESTOPPEL CERTIFICATE. . . . . . . . . . . . . . . . . . .    18
27.  BUILDING PLANNING . . . . . . . . . . . . . . . . . . . .    18
28.  RULES AND REGULATIONS . . . . . . . . . . . . . . . . . .    19
29.  MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND
     LESSORS . . . . . . . . . . . . . . . . . . . . . . . . .    19
30.  DEFINITION OF LANDLORD. . . . . . . . . . . . . . . . . .    19
31.  WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . .    19
32.  PARKING . . . . . . . . . . . . . . . . . . . . . . . . .    20
33.  FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . .    21
34.  SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . .    21
35.  LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . .    21
36.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . .    21


                                      -2-
<PAGE>
37.  QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . .    21
38.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . .    22
39.  EXECUTION OF LEASE. . . . . . . . . . . . . . . . . . . .    22
</TABLE>


EXHIBITS:
A-I   Site Plan
A-II  Outline of Floor Plan of Premises
B     Rentable Square Feet
C     Work Letter Agreement
D     Notice of Lease Term Dates and Tenant's Percentage
E     Definition of Operating Expenses
F     Standards for Utilities and Services
G     Estoppel Certificate
H     Rules and Regulations


                                      -3-
<PAGE>
                              OFFICE BUILDING LEASE

THIS OFFICE BUILDING LEASE ("LEASE") IS ENTERED INTO AS OF THE 14TH DAY OF
FEBRUARY 2000 BY AND BETWEEN WORLD TRADE CENTER BUILDING, INC., A CORPORATION
("LANDLORD"), AND ENTERPRISE PROFIT SOLUTIONS CORPORATION, A DELAWARE
CORPORATION ("TENANT").

1) BASIC LEASE TERMS. For purposes of this Lease, the following terms have the
following definitions and meanings:
     a)   LANDLORD: WORLD TRADE CENTER BUILDING, INC., a corporation
     b)   LANDLORD'S ADDRESS (FOR NOTICES): c/o CB Richard Ellis, 18500 Von
          Karman, Suite 120, Irvine, California 92612 Attention: 18201 Building
          Manager

Or such other place as Landlord may from time to time designate to Tenant

     c)   TENANT: ENTERPRISE PROFIT SOLUTIONS CORPORATION, a Delaware
          corporation

     d)   TENANT'S ADDRESS (FOR NOTICES): Before the commencement date: 10 South
          Riverside Plaza, Suite 2220, Chicago, Illinois 60606; Attention: Chief
          Operating Officer, and after the Commencement Date, to the Premises;
          Attention: Chief Operating Officer, or such other place as Tenant may
          from time to time designate by notice to Landlord.

     e)   DEVELOPMENT/PROJECT: The parcel(s) of real property commonly known as
          Koll Center Irvine and located in the City of Irvine, (the "City"),
          County of Orange (the "County"), State of California ("State"), as
          shown on the site plan attached hereto as Exhibit "A-1".

     f)   BUILDING: An Eleven (11) story office building located within the
          Development, which Building contains approximately 219,678 Rentable
          Square Feet (subject to adjustment as provided in Exhibit "B") with
          the street address of 18201 Von Karman, Irvine, California 92612.

     g)   PREMISES: Those certain premises known as Suite 1170 as generally
          shown on the floor plan attached hereto as Exhibit "A-II"), located on
          the eleventh (11) floor of the Building, which Premises contains
          approximately 3,875 Rentable Square Feet and 3,413 Usable Square Feet
          (subject to adjustments as provided in Exhibit "B" and Exhibit "D").

     h)   TENANT'S PERCENTAGE: Tenant's percentage of the Building on a Rentable
          Square Foot basis, which initially is 1.7639%, subject to final
          determination as provided in Exhibit "B" and Exhibit "D".

     i)   TERM: Five (5) Lease Years

     j)   ESTIMATED COMMENCEMENT DATE: March 15, 2000. Estimated Expiration
          Date: March 14, 2005.

     k)   COMMENCEMENT DATE: The date on which the Term of this Lease will
          commence as determined in accordance with the provisions of Exhibit
          "B" and Exhibit "D".

     l)   INITIAL MONTHLY BASE RENT: $9,300.00 ($2.40.RSF/mo.), subject to
          adjustment as provided in Subparagraph 1(m) below and as otherwise
          provided in this Lease.

     m)   ADJUSTMENTS TO MONTHLY BASE RENT: Monthly Base Rent will be adjusted
          in accordance with the following:


                                      -4-
<PAGE>
           LEASE YEAR               MONTHLY BASE RENT
              1                     $9,300.00 ($2.40/RSF/mo.)
              2                     $9,493.75 ($2.45/RSF/mo.)
              3                     $9,687.50 ($2.50/RSF/mo.)
              4                     $9,881.25 ($2.55/RSF/mo.)
              5                     $10,075.00 ($2.60/RSF/mo.)

     n)   OPERATING EXPENSE ALLOWANCE: Operating Expense Allowance means that
          portion of Tenant's Percentage of Operating Expenses as described in
          Paragraph 6 below which Landlord has included in Monthly Base Rent,
          which, or purposes of this Lease, will be an amount equal to Tenant's
          Percentage of Operating Expenses for the 2000 calendar base year.

     o)   SECURITY DEPOSIT: $11,082.50

     p)   TENANT IMPROVEMENTS: All tenant improvements installed or to be
          installed by Landlord or Tenant within the Premises to prepare the
          Premises for occupancy pursuant to the terms of the Work Letter
          Agreement attached hereto as Exhibit "C".

     q)   TENANT IMPROVEMENT ALLOWANCE: $10.00 per Usable Square Foot of the
          Premises, to be applied as provided in the Work Letter Agreement
          attached hereto as Exhibit "C".

     r)   PERMITTED USE: General office space

     s)   PARKING: Up to fourteen (14) unreserved employee parking spaces at the
          rate per stall per month of $50.00 for the original Term of this
          Lease; so long as Tenant is not in default under this Lease, Tenant
          may convert up to four (4) spaces to reserved parking at the rate of
          $100.00 per stall per month for the original Term of this Lease;
          subject to the terms and conditions of Paragraph 32 below and the
          Rules and Regulations regarding parking contained in Exh ibit "H".
          Charges for parking will be invoiced to Tenant at the Premises.

     t)   BROKER(S): CB Richard Ellis, representing Landlord, and The Staubach
          Company, representing Tenant.

     u)   GUARANTOR(S): As of the date of this Lease, there are no Guarantors.

     v)   INTEREST RATE: shall mean the greater of ten percent (10%) per annum
          or two percent (2%) in excess of the prime lending or reference rate
          of Wells Fargo Bank N.A. or any successor bank in effect on the
          twenty-fifth (25th) day of the calendar month immediately prior to the
          event giving rise to the Interest Rate imposition; provided, however,
          the Interest Rate will in no event exceed the maximum interest rate
          permitted to be charged by applicable law.

     w)   Exhibits "A-I" through "H", inclusive, which Exhibits are attached to
          this Lease and incorporated herein by this reference. As provided in
          Paragraph 3 below, a completed version of Exhibit "D" will be
          delivered to Tenant after Landlord delivers possession of the Premises
          to Tenant.

     x)   ADDENDUM PARAGRAPHS: 40 through 41, inclusive, which Addendum
          Paragraphs are attached to this Lease and incorporated herein by this
          reference.

This Paragraph 1 represents a summary of the basic terms and definitions of this
Lease.  In the event of  any inconsistency between the terms contained in this
Paragraph 1 and any specific provision of this Lease, the terms of the more
specific provision shall prevail.


                                      -5-
<PAGE>
2)   PREMISES AND COMMON AREAS

     a)   PREMISES: Landlord hereby leases to Tenant and Tenant hereby leases
     from Landlord the Premises as improved or to be improved with the Tenant
     Improvements described in the Work Letter Agreement, a copy of which is
     attached hereto as Exhibit "C".
     b)   MUTUAL COVENANTS: Landlord and Tenant agree that the letting and
     hiring of the Premises is upon and subject to the terms, covenants and
     conditions contained in this Lease and each party covenants as a material
     part of the consideration for this Lease to keep and perform their
     respective obligations under this Lease.
     c)   TENANT'S USE OF COMMON AREAS: During the Term of this Lease, Tenant
     shall have the nonexclusive right to use in common with Landlord and all
     persons, firms and corporations conducting business in the Development and
     their respective customers, guests, licensees, invitees, subtenants,
     employees and agents (collectively "Development Occupants"), subject to the
     terms of this Lease, the Rules and Regulations referenced in Paragraph 32
     below and all covenants, conditions and restrictions now or hereafter
     affecting the Development, the following common areas of the Building
     and/or the Development (collectively, the "Common Areas");
          i)   The Building's common entrances, hallways, lobbies, public
          restrooms on multi-tenant floors, elevators, stairways and access
          ways, loading docks, ramps, drives and platforms and any passageways
          and service ways thereto, and the common pipes, conduits, wires and
          appurtenant equipment within the Building which serve the Premises
          (collectively "Building Common Areas");
          ii)  The parking facilities of the Development which serve the
          Building (subject to the provisions of Exhibit "H"), loading and
          unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
          driveways, landscaped areas, plaza areas, fountains and similar areas
          and facilities situated within the Development and appurtenant to the
          Building which are not reserved for the exclusive use of any
          Development Occupants (collectively, "Development Common Areas").
     d)   LANDLORD'S RESERVATION OF RIGHTS. Provided Tenant's use of and access
     to the Premises and parking to be provided to Tenant under this Lease is
     not interfered with in an unreasonable manner, Landlord reserves for itself
     and for all other owner(s) and operator(s) of the Development Common Areas
     and the balance of the Development, the right from time to time to: (i)
     install; use, maintain, repair, replace, and relocate pipes, ducts,
     conduits, wires and appurtenant meters and equipment above the ceiling
     surfaces, within the walls and in the central core areas of the Building;
     (ii) make changes to the design and layout of the Development, including,
     without limitation, changes to buildings, driveways, entrances, loading and
     unloading areas, direction of traffic, landscaped areas and spaces and
     parking areas; and (iii) use or close temporarily the Building Common
     Areas, the Development Common Areas and/or other portions of the
     Development while engaged in making improvements, repairs or alterations to
     the Building, the Development, or any portion thereof.

3)   TERM. The term of the Lease ("Term") will be for the period designated in
     Subparagraph 1(i), commencing on the Commencement Date, and ending on the
     last day of the month in which the expiration of such period occurs,
     including any extensions of the Term pursuant to any provision of this
     Lease or written agreement of the parties. Each consecutive twelve (12)
     month period of


                                      -6-
<PAGE>
     the Term of this Lease, commencing on the Commencement date, will be
     referred to herein as a "Lease Year". Landlord's Notice of Lease Term Dates
     and Tenant's Percentage ("Notice"), in the form of Exhibit "D" attached
     hereto, will set forth the Commencement Date, the date upon which the Term
     of this Lease shall end, the Rentable Square Feet within the Premises and
     the Building, and Tenant's Percentage and will be delivered to Tenant after
     Landlord delivers possessions of the Premises to Tenant. The Notice will be
     binding upon Tenant unless Tenant objects to the Notice in writing within
     five (5) days of Tenant's receipt of the Notice.

4)   POSSESSION
     a)   DELIVERY OF POSSESSION. Landlord agrees to deliver possessions of the
     Premises to Tenant in accordance with the terms of the Work Letter
     Agreement attached hereto as Exhibit "C" , or if no Work Letter Agreement
     is required for this Lease, then Landlord agrees to deliver possessions of
     the Premises to Tenant on the Commencement Date. Notwithstanding the
     foregoing, Landlord will not be obligated to deliver possession of the
     Premises to Tenant (but Tenant will be liable for rent if Landlord can
     otherwise deliver the Premises to Tenant) until Landlord has received from
     Tenant all of the following: (i) a copy of this Lease fully executed by
     Tenant and the guaranty of Tenant's obligations under this Lease, if any,
     executed by Guarantor(s); (ii) the Security Deposit and the first
     installment of Monthly Base Rent; (iii) executed copies of polices of
     insurance or certificates thereof as required under Paragraph 19 of this
     Lease (iv) copies of all governmental permits and authorizations, if any,
     required in connection with Tenant's operation of its business within the
     Premises; and (v) if Tenant is a corporation or partnership, such evidence
     of due formation, valid existence and authority as Landlord may reasonably
     require, which may include, without limitation, a certificate of good
     standing, certificate of secretary, articles of incorporation, statement of
     partnership, or other similar documentation.
     b)   CONDITION OF PREMISES. Prior to the Commencement Date and in
     accordance with the Work Letter Agreement attached hereto as Exhibit "C",
     Landlord and Tenant will jointly conduct a walk-through inspection of the
     Premises and will jointly prepare a punch-list ("Punch-List") of items
     required to be installed by Landlord under the Work Letter Agreement which
     require finishing or correction. The Punch-List will not include any items
     of damage to the Premises caused by Tenant's move-in or early entry, if
     permitted, which damage will be corrected or repaired by Landlord, at
     Tenant's expense or, at Landlord's election, by Tenant, at Tenant's
     expense. Other than the items specified in the Punch-List, by taking
     possession of the Premises, Tenant will be deemed to have accepted the
     Premises in its condition on the date of delivery of possession and to have
     acknowledged that the Tenant Improvements have been installed as required
     by the Work Letter Agreement and that there are no additional items needing
     work or repair. Landlord will cause all items in Punch-List to be repaired
     or corrected within thirty (30) days following the preparation of the
     Punch-List or as soon as practicable after the preparation of the
     Punch-List. Tenant acknowledges that neither Landlord nor any agent of
     Landlord has made any representation or warranty with respect to the
     Premises, the Building, the Development or any portions thereof or with
     respect to the suitability of same for the conduct of Tenant's business and
     Tenant further acknowledges that Landlord will have no obligation to
     construct or complete any additional buildings or improvements within the
     Development.

5)   RENT
     a)   MONTHLY BASE RENT. Tenant agrees to pay Landlord the Monthly Base Rent
     for the Premises (subject to adjustment as hereinafter provided) in advance
     on the first day of each calendar month during the Term without prior
     notice or demand, except that Tenant agrees to pay the Monthly Base Rent
     for the first month of the Term directly to Landlord concurrently with


                                      -7-
<PAGE>
     Tenant's delivery of the executed Lease to Landlord. If the Term of this
     Lease commences or ends on a day other than the first day of a calendar
     month, then the rent for such period will be prorated in the proportion
     that the number of days this Lease is in effect during such period bears to
     the number of days this Lease is in effect during such period bears to the
     number of days in such month. All rent must be paid to Landlord, without
     any deduction or offset, in lawful money of the United States of America,
     at the address designated by the Landlord or to such other person or at
     such other place as Landlord may from time to time designate with writing.
     Monthly Base Rent will be adjusted during the Term of the Lease as provided
     in Subparagraph l(m).
     b)   ADDITIONAL RENT. All amounts and charges to be paid by Tenant
     hereunder, including, without limitations, payments for Operating Expenses,
     Insurance, repairs and parking, will be considered additional rent for
     purposes of this Lease, and the word "rent" as used in this Lease will
     include such additional rent unless the context specifically or clearly
     implies that only Monthly Base Rent is intended.
     c)   LATE PAYMENTS. Late payments of Monthly Base Rent and/or any item of
     additional rent will be subject to interest and a late charge as provided
     in Subparagraph 22(f) below.
6)   OPERATING EXPENSES:
     a)   OPERATING EXPENSES. In addition to Monthly Base Rent, throughout the
     Term of this Lease, Tenant agrees to pay Landlord as additional rent in
     accordance with the terms of this Paragraph 6, Tenant's Percentage of
     Operating Expenses as defined in Exhibit "E" attached hereto to the extent
     Tenant's Percentage of Operating Expenses exceeds Tenant's Operating
     Expense Allowance.
     b)   ESTIMATE STATEMENT. Prior to the Commencement Date and on or about
     March 1st of each subsequent calendar year during the Term of this Lease,
     Landlord will endeavor to deliver to Tenant a statement ("Estimate
     Statement") wherein Landlord will estimate both the Operating Expenses and
     Tenant's Operating Expenses for the then current calendar year. If the
     estimate of Tenant's Percentage of Operating Expenses in the Estimate
     Statement exceeds Tenant's Operating Expense Allowance, Tenant agrees to
     pay Landlord as "Additional Rent", one-twelfth (1/12th) of such excess each
     month thereafter, beginning with the next installment of rent due, until
     such time as Landlord issues a revised Estimate Statement or the Estimate
     Statement for the succeeding calendar year; except that, concurrently with
     the regular monthly rent payment next due following the receipt of each
     such Estimate Statement, Tenant agrees to pay Landlord an amount equal to
     one monthly installment of such excess (less any applicable Operating
     Expenses already paid) multiplied by the number of months from January, in
     the current calendar year, to the month of such rent payment next due, all
     months inclusive. If at any time during the Term of this Lease, but not
     more often than quarterly, Landlord reasonably determines that Tenant's
     Percentage of Operating Expenses for the current calendar year will be
     greater than the amount set forth in the then current Estimated Statement,
     Landlord may issue a revised Estimate Statement, and Tenant agrees to pay
     Landlord, within ten (10) days of receipt of the revised Estimate
     Statement, the difference between the amount owed by the Tenant under such
     revised Estimate Statement


                                      -8-
<PAGE>
     and the amount owed by Tenant under the original Estimate Statement for the
     portion of the then current calendar year which has expired. Thereafter
     Tenant agrees to pay Tenant's Percentage of Operating Expenses based on
     such revised Estimate Statement or a new revised Estimate Statement for the
     new calendar year. In the event Tenant's Percentage of Operating Expenses
     for any calendar year is less than Tenant's Operating Expense Allowance,
     Tenant will not be entitled to a credit against any rent, additional rent
     or Tenant's Percentage of future Operating Expenses payable hereunder. c)
     ACTUAL STATEMENT. By March 1 of each calendar year during the Term of this
     Lease (commencing March 1 in the calendar year following the base year for
     Operating Expenses, if applicable), Landlord will also endeavor to deliver
     to Tenant a Statement ("Actual Statement") which states the actual
     Operating Expenses for the preceding calendar year. If the Actual Statement
     reveals that Tenant's Percentage of the actual Operating Expenses is more
     than the total Additional Rent paid by the Tenant for Operating Expenses on
     account of the preceding calendar year, Tenant agrees to pay Landlord the
     difference in a lump sum within ten (10) days of receipt of the Actual
     Statement. If the Actual Statement reveals that Tenant's Percentage of the
     actual Operating Expenses is less than the Additional Rent paid by Tenant
     for Operating Expenses on account of preceding calendar year, Landlord will
     credit any overpayment toward to the next monthly installment(s) of
     Tenant's Percentage of Operating Expenses due under this Lease. d)
     MISCELLANEOUS. Any delay or failure by Landlord in delivering any Estimate
     Statement or Actual Statement pursuant to this Paragraph 6 will not
     constitute a waiver of its right to require an increase in rent nor will it
     relieve Tenant of its obligations pursuant to this Paragraph 6, except that
     Tenant will not be obligated to make any payments based on such Estimate
     Statement or Actual Statement until ten (10) days after receipt of such
     Estimate Statement or Actual Statement. Even though the Term has expired
     and Tenant has vacated the Premises when the final determination is made of
     Tenant's Percentage of the actual Operating Expenses for the year in which
     the Lease terminates, Tenant agrees to promptly pay any increase due over
     the Estimated Expenses paid and, conversely, any overpayment made in the
     event said expenses decrease shall promptly be rebated by Landlord to
     Tenant. Such obligation will be a continuing one which will survive the
     expiration or earlier termination of this Lease. Prior to the expiration or
     sooner termination of the Lease Term and Landlord's acceptance of Tenant's
     surrender of the Premises Landlord will have the right to estimate the
     actual Operating Expenses for the then current Lease year and to collect
     from Tenant prior to Tenant's surrender of the Premises, Tenant's
     Percentage of any excess of such actual Operating Expenses over the
     estimated Operating Expenses paid by Tenant in such Lease Year.

7)   SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
     Tenant will deposit with Landlord the Securing Deposit designated in
     Subparagraph 1(o). The Security Deposit will be held by Landlord as
     security for the full and faithful performance by Tenant of all of the
     Terms, covenants, and conditions of this Lease to be kept and performed by
     Tenant during the Term hereof. If Tenant fully and faithfully performs its
     obligations under this Lease, including, without limitation, surrendering
     the Premises upon the expiration or sooner termination of this Lease in
     compliance with Subparagraph 11(a) below, the Security Deposit or any
     balance thereof will be returned to Tenant (or, at Landlord's option, to
     the last assignee of Tenant's interest hereunder) within thirty (30) days
     following the expiration of the Lease Term or as required under applicable
     law, provided that Landlord may retain the Security Deposit until such time


                                      -9-
<PAGE>
     as any outstanding rent or additional rent amount has been determined and
     paid in full. The Security Deposit is not, and may not be construed by
     Tenant to constitute, rent for the last month or any portion thereof. If
     Tenant defaults with respect to any provisions of this Lease including, but
     not limited to, the provisions relating to the payment of rent or
     additional rent, Landlord may (but will not be required to) use, apply or
     retain all or any part of the Security Deposit for the payment of any rent
     or any other sum in default, or for the payment of any other amount which
     Landlord may spend or become obligated to spend by reason of Tenant's
     default or to compensate Landlord for any loss or damage which Landlord may
     suffer by reason of Tenant's default. If any portion of the Security
     Deposit is so used or applied, Tenant agrees, within ten (10) days after
     Landlord's written demand therefore, to deposit cash with Landlord in an
     amount sufficient to restore the Security Deposit to its original amount
     and Tenant's failure to do so shall constitute a default under this Lease.
     Landlord is not required to keep Tenant's Security Deposit separate from
     its general funds, and Tenant is not entitled to interest on such Security
     Deposit. Should Landlord sell its interest in the Premises during the Term
     hereof and deposit with the purchaser thereof the then unappropriated
     Security Deposit, Landlord will be discharged from any further liability
     with respect to such Security Deposit.

8)   USE.
     a)   TENANT'S USE OF THE PREMISES. The Premises may be used for the use or
     uses set forth in Subparagraph 1(r) only, and Tenant will not use or permit
     the Premises to be used for any other purpose without prior written consent
     of Landlord, which consent Landlord my withhold in its sole and absolute
     discretion. Nothing in this Lease will be deemed to give Tenant any
     exclusive right to such use in the Building or Development.
     b)   COMPLIANCE. At Tenant's sole cost and expense, Tenant agrees to
     procure, maintain and hold available for Landlord's inspection, all
     governmental licenses and permits required for the proper and lawful
     conduct of Tenant's business from the Premises, if any. Tenant agrees not
     to use, alter or occupy the Premises or allow the Premises to be used,
     altered or occupied in violation of, and Tenant, at its sole cost and
     expense, agrees to use and occupy the Premises and cause the Premises to be
     used and occupied in compliance with: (i) any and all laws, statutes,
     zoning restrictions, ordinances, rules, regulations, orders and rulings now
     or hereafter in force and any requirements of any insurer, insurance
     authority or duly constituted public authority having jurisdiction over the
     Premises, the Building or the Development now or hereafter in force, (ii)
     the requirements of the Board of Fire Underwriters and any other similar
     body, (iii) the Certificate of Occupancy issued for the Building, and (iv)
     any recorded covenants, conditions, restrictions and similar regulatory
     agreements, if any, which affect the use, occupation or alteration of the
     Premises, the Building, and/or Development. Tenant agrees to comply with
     the Rules and Regulations referenced in Paragraph 28 below. Tenant agrees
     not to do or permit anything to be done in or about the Premises which will
     in any manner obstruct or interfere with the rights of other tenants or
     occupants of the Development, or injure or unreasonably annoy them, or use
     or allow the Premises to be used for any unreasonably objectionable
     purpose. Tenant agrees to cause, maintain or permit any nuisance or waste
     in, on, under or about the Premises or elsewhere within the Development.
     Notwithstanding anything contained in this Lease to the contrary, all
     transferable development rights related in any way to the Development


                                      -10-
<PAGE>
     are and will remain vested in Landlord, and Tenant hereby waives any rights
     thereto.
     c)   HAZARDOUS MATERIALS; Tenant. Except for ordinary and general office
     supplies typically used in the ordinary course of business within office
     buildings, such as copier toner, liquid paper, glue, ink and common
     household cleaning materials (some or all of which may constitute
     "Hazardous Materials" as defined in this Lease), Tenant agrees not to cause
     or permit any Hazardous Materials to be brought upon, stored, used,
     handled, generated, release or disposed of on, in, under or about the
     Premises, the Building, the Common Areas or any other portion of the
     Development by Tenant, its agents, employees, subtenants, assignees,
     licensees, contractors or invitees (collectively, "Tenant's Parties"),
     without the prior written consent of Landlord, which consent Landlord may
     withhold in it sole and absolute discretion. Upon the expiration or earlier
     termination of this Lease, Tenant agrees to promptly remove from the
     Premises, the Building and the Development at its sole cost and expense,
     any and all Hazardous Materials, including any equipment or systems
     containing Hazardous Materials which are installed, brought upon, stored,
     used, generated or released upon, in, under or about the Premises, the
     Building, and/or the Development or any portion thereof by Tenant or any of
     Tenant's Parties. To the fullest extent permitted by law, Tenant agrees to
     promptly indemnify, protect, defend and hold harmless Landlord and
     Landlord's partners, officers, directors, employees, agents, successors and
     assigns (collectively, "Landlord's Indemnified Parties") from and against
     any and all claims, damages, judgments, suits, causes of action, losses,
     liabilities, penalties, fines, expenses and costs (including, without
     limitation, clean-up, removal, remediation and restoration costs, sums paid
     in settlement of claims, attorney's fees, consultant fees and expert fees
     and court costs) which arise or result from the presence of Hazardous
     Materials on, in, under or about the Premises, the Building or any other
     portion of the Development which Tenant becomes aware of during the Term of
     the Lease, whether caused or permitted by Tenant or any other persons or
     entities. In the event of any release of Hazardous Materials caused or
     permitted by Tenant or any of Tenant's Parties, Landlord shall have the
     right, but the obligation, to cause Tenant to immediately take all steps
     Landlord deems necessary or appropriate to remediate such release and
     prevent any similar future release to the satisfaction of Landlord and
     Landlord's mortgagee(s). As used in this Lease, the term "Hazardous
     Materials" shall mean and include any hazardous or toxic materials,
     substances or wastes as now or hereafter designated under any law, statute,
     ordinance, rule, regulation, order or ruling of any agency of the State,
     the United States Government or any local governmental authority,
     including, without limitation, asbestos, petroleum, petroleum hydrocarbons
     and petroleum based products, urea formaldehyde foam insulation,
     polychlorinated biphenyls ("PCBs"), and Freon and other
     chlorofluorocarbons. The provisions of this Subparagraph 8(c) will survive
     the expiration or earlier termination of this Lease.
     d)   HAZARDOUS MATERIALS; Landlord. Landlord hereby represents that, to its
     actual knowledge, without independent investigation or inquiry, as of the
     date of this Lease, neither the Development nor the Premises contain any
     substance currently classified as a Hazardous Material in excess of legally
     permissible levels. Landlord shall clean up and remove from the Premises
     and Building all Hazardous Materials located therein or thereon as of the
     Commencement Date as and when required by applicable governmental
     regulations, at no cost to Tenant, except if and to the extent such cleanup
     and removal is required by virtue of the act of Tenant or any of Tenant's
     Parties.

9)   NOTICES. Any notice required or permitted to be given hereunder must be
     in writing and may be given by personal delivery (including delivery by
     overnight courier or an express mailing service) or by mail, if sent by
     registered or certified mail. Notices to Tenant shall be sufficient if
     delivered to Tenant at the address designated in Subparagraph 1(d) and
     notices to Landlord shall be sufficient if delivered to Landlord at


                                      -11-
<PAGE>
     the address designated in Subparagraph 1(b). Either party may specify a
     different address for notice purposes by written notice to the other,
     except that the Landlord may in any event use the Premises as Tenant's
     address for notice purposes.

10)  BROKERS. The parties acknowledge that the broker(s) who negotiated this
     Lease are stated in Subparagraph 1(t). Each party represents and warrants
     to the other, that, to its knowledge, no other broker, agent or finder (a)
     negotiated or was instrumental in negotiating or consummating this Lease on
     its behalf, and (b) is or might be entitled to a commission or compensation
     in connection with this Lease. Landlord and Tenant each agree to promptly
     indemnify, protect, defend, and hold harmless the other from and against
     any and all claims, damages, judgments, suits, causes of action, losses,
     liabilities, penalties, fines, expenses and costs (including attorney's
     fees and court costs) resulting from any breach by the indemnifying party
     of the foregoing representation, including, without limitation, any claims
     that may be asserted by any broker, agent or finder undisclosed by the
     indemnifying party. The foregoing mutual indemnity shall survive the
     expiration or earlier termination of this Lease.

11)  SURRENDER; HOLDING OVER.
     a)   SURRENDER: The voluntary or other surrender of this Lease by Tenant,
     or a mutual cancellation thereof, shall not constitute a merger, and shall,
     at the option of Landlord, operate as an assignment to Landlord of any or
     all subleases or subtenancies. Upon the expiration or earlier termination
     of this Lease, Tenant agrees to peaceably surrender the Premises to
     Landlord broom clean and in a state of first-class order, repair and
     condition, ordinary wear and tear and casualty damage (if this Lease
     terminated as a result thereof pursuant to Paragraph 20) excepted, with all
     of Tenant's personal property and Alterations (as defined in Paragraph 13)
     removed from the Premises to the extent required under Paragraph 13 and all
     damage caused by such removal repaired as required by Paragraph 13. Prior
     to the date Tenant is to actually surrender the Premises to the Landlord,
     Tenant agrees to give Landlord reasonable prior notice of the exact date
     Tenant will surrender the Premises so that Landlord and Tenant can schedule
     a walk-through of the Premises to review the condition of the Premises and
     identify the Alterations and personal property which are to remain upon the
     Premises and which items Tenant is to remove, as well as any repairs Tenant
     is to make upon surrender of the Premises. The delivery of keys to any
     employee of Landlord or to Landlord's agent or any employee thereof alone
     will not be sufficient to constitute a termination of this Lease or a
     surrender of the Premises.
     b)   HOLDING OVER. Tenant will not be permitted to hold over possession of
     the Premises after the expiration or earlier termination of the Term
     without the express written consent of Landlord, which consent Landlord may
     withhold in its sole and absolute discretion. If Tenant holds over after
     the expiration or earlier termination of the Term, Landlord may, at its
     option, treat Tenant as a tenant at sufferance only, and such continued
     occupancy by Tenant shall be subject to all of the terms, covenants and
     conditions of this Lease, so far as applicable, except that the Monthly
     Base Rent for any such holdover period shall be equal to the greater of (i)
     one hundred fifty percent (150%) of the Monthly Base Rent in effect under
     this Lease immediately prior to such holdover, or (ii) the then currently
     scheduled rental rate for comparable space in the Building, in


                                      -12-
<PAGE>
     either event prorated on a monthly basis; provided, however, holdover rent
     for the first thirty (30) days of the holdover will not be prorated and a
     minimum of a full month's worth of holdover rent shall be due, whether
     Tenant hold over one (1) day of all thirty (30) days. Acceptance by
     Landlord of rent after such expiration or earlier termination will not
     result in a renewal of this Lease. The foregoing provisions of this
     Paragraph 11 are in addition to and do not affect Landlord's right of
     re-entry or any rights of Landlord under this Lease or as otherwise
     provided by law. If Tenant fails to surrender the Premises upon the
     expiration of this Lease in accordance with the terms of this Paragraph 11
     despite demand to do so by Landlord, Tenant agrees to promptly indemnify,
     protect, defend and hold Landlord harmless from all claims, damages,
     judgments, suits, causes of action, losses, liabilities, penalties, fines,
     expenses and costs (including attorney's fees and costs), including,
     without limitation, costs and expenses incurred by Landlord in returning
     the Premises to the condition in which Tenant was to surrender it and
     claims made by any succeeding tenant founded on or resulting from Tenant's
     failure to surrender the Premises. The provisions of this Subparagraph
     11(b) will survive the expiration or earlier termination of this Lease.

12)  TAXES ON TENANT'S PROPERTY. Tenant agrees to pay before delinquency,
     all taxes and assessments (real and personal) levied against (a) any
     personal property or trade fixtures placed by Tenant in or about the
     Premises (including any increase in the assessed value of the Premises
     based upon the value of any such personal property or trade fixtures); and
     (b) any Tenant Improvements or Alterations in the Premises (whether
     installed and/or paid for by Landlord or Tenant) to the extent such items
     are assessed at a valuation higher than the valuation at which tenant
     improvements conforming to Landlord's building standard tenant improvements
     are assessed. If any such taxes or assessments are levied against Landlord
     or Landlord's property, Landlord may, after written notice to Tenant (and
     under proper protest if requested by Tenant) pay such taxes and
     assessments, in which event Tenant agrees to reimburse Landlord all amounts
     paid by Landlord within ten (10) business days after demand by Landlord;
     provided, however, Tenant, at its sole cost and expense, will have the
     right, with Landlord's cooperation, to bring suit in any court of
     competent jurisdiction to recover the amount of any such taxes and
     assessments so paid under protest.

13)  ALTERATIONS. After installation of the initial Tenant improvements for
     the Premises pursuant to Exhibit "C", Tenant may, at its sole cost and
                              -----------
     expense make alterations, additions, improvements and decorations to the
     Premises (collectively, "Alterations") subject to and upon the following
     terms and conditions:

     a)   PROHIBITED ALTERATIONS. Tenant may not make any Alterations which: (i)
     affect any area outside the Premises, (ii) affect the Building's structure,
     equipment, services or systems, or the proper functioning thereof, or
     Landlord's access thereto; (iii) affect the outside appearance, character
     or use of the Building or the Building Common Areas; (iv) in the reasonable
     opinion of Landlord, lessen the value of the Building; or (v) will violate
     or require a change in any occupancy certificate applicable to the
     Premises.
     b)   LANDLORD'S APPROVAL. Before proceeding with any Alterations which are
     not prohibited in Subparagraph 13(a) above, Tenant must first obtain
     Landlord's written approval of the plans, specifications and working
     drawings for such Alterations, which


                                      -13-
<PAGE>
     approval Landlord will not unreasonably withhold or delay; provided,
     however, Landlord's prior approval will not be required for any such
     Alterations which are not prohibited by Subparagraph 13(a) above and which
     cost less than Two Thousand Five Hundred Dollars ($2,500) as long as (i)
     Tenant delivers to Landlord notice and a copy of any final plans,
     specifications and working drawings for any such Alterations at least ten
     (10) days prior to commencement of the work thereof, and (ii) the other
     conditions of this Paragraph 13 are satisfied, including, without
     limitation, conforming to Landlord's rules, regulations and insurance
     requirements which govern contractors. Landlord's approval of plans,
     specifications and/or working drawings for Alterations will not create any
     responsibility or liability on the part of the Landlord for their
     completeness, design sufficiency, or compliance with applicable permits,
     laws, rules and regulations of governmental agencies or authorities. In
     approving any Alternations, Landlord reserves the right to require Tenant
     to increase its Security Deposit to provide Landlord with additional
     reasonable security for the removal of such Alterations by Tenant as may be
     required by this Lease.
     c)   CONTRACTORS. Alterations may be made or installed only contractors and
     subcontractors which have been approved by Landlord, which approval
     Landlord will not unreasonably withhold or delay; provided, however,
     Landlord reserves the right to require that Landlord's contractor for the
     Building be given the first opportunity to bid for any Alteration work.
     Before proceeding with any Alterations, Tenant agrees to provide Landlord
     with ten (10) days prior written notice and Tenant's contractors must
     obtain and maintain, on behalf of Tenant and at Tenant's sole cost and
     expense; (i) all necessary governmental permits and approvals for the
     commencement and completion of such Alterations; and (ii) and if requested
     by Landlord, a completion and lien indemnity bond, or other surety,
     reasonably satisfactory to Landlord for such Alterations. Throughout the
     performance of any Alterations, Tenant agrees to obtain, or cause its
     contractors to obtain, worker's compensation insurance and general
     liability insurance in compliance with the provisions of Paragraph 19 of
     this Lease.
     d)   MANNER OF PERFORMANCE. All Alteration must be performed: (i) in
     accordance with the approved plans, specifications and working drawings;
     (ii) in a lien-free and first-class and workmanlike manner; (iii) in
     compliance with all applicable permits, laws, statutes, ordinances, rules,
     regulations, orders and rulings now or hereafter in effect and imposed by
     any governmental agencies and authorities which assert jurisdiction; (iv)
     in such a manner so as not to interfere with the occupancy of any other
     tenant in the Building, nor impose any additional expense upon nor delay
     Landlord in the maintenance and operation of the Building; and (v) at such
     times, in such manner, and subject to such rules and regulations as
     Landlord may from time to time reasonably designate.
     e)   OWNERSHIP. The Tenant improvements, including, without limitation, all
     affixed sinks, dishwashers, microwave ovens and other fixtures, and all
     Alterations will become the property of Landlord and will remain upon and
     be surrendered with the Premises at the end of the Term of this Lease;
     provided, however, Landlord may, by written notice delivered to Tenant
     concurrently with Landlord's approval of the final working drawings for any
     Alterations, identify those Alterations which Landlord will require Tenant
     to remove at the end of the Term of this Lease. Landlord may also require
     Tenant to remove Alterations which Landlord did not have the opportunity to
     approve as provided in this Paragraph 13. If Landlord requires Tenant to
     remove any Alterations, Tenant, at


                                      -14-
<PAGE>
     its sole cost and expense, agrees to remove the identified Alterations on
     or before the expiration or earlier termination of this Lease and repair
     any damage to the Premises caused by such removal (or, at Landlord's
     option, Tenant agrees to pay to Landlord all of Landlord's cost of such
     removal and repair).
     f)   PLAN VIEW. Tenant agrees to pay Landlord, as additional rent, the
     reasonable cost of professional services and costs for general conditions
     of Landlord's third party consultants if utilized by Landlord (but not
     Landlord's "in-house" personnel) for review of all plans, specifications
     and working drawings for any Alterations, within ten (10) business days
     after Tenant's receipt of invoices either from Landlord or such
     consultants. In addition, Tenant agrees to pay Landlord, within ten (10)
     business days after completion of any Alterations, a fee to cover
     Landlord's cost of supervising and administering the installation of such
     Alterations, in the amount of eighty five percent (85%) of the cost of such
     Alterations, but in no event less than Two Hundred Fifty Dollars ($250.00).
     g)   PERSONAL PROPERTY. All articles of personal property owned by Tenant
     or installed by Tenant at its expense in the Premises (including Tenant's
     business and trade fixtures, furniture, movable partitions and equipment
     [such as telephones, copy machines, computer terminals, refrigerators and
     facsimile machines]) will be and remain the property of the Tenant, and
     must be removed by Tenant from the Premises, at Tenant's sole cost and
     expense, on or before the expiration or earlier termination of this Lease.
     Tenant agrees to repair any damage caused by such removal at its cost on or
     before the expiration or earlier termination of this Lease.
     h)   REMOVAL OF ALTERATIONS. If Tenant fails to remove by the expiration
     or earlier termination of this Lease all of its personal property, or any
     Alterations identified by Landlord for removal, Landlord may, at its
     option, treat such failure as a hold-over pursuant to Subparagraph 11(b)
     above, and/or Landlord may (without liability to Tenant for loss thereof)
     treat such personal property and/or Alterations as abandoned and, at
     Tenant's sole cost and expense, and in addition to Landlord's other rights
     and remedies under this Lease, at law or in equity; (a) remove and store
     such items; and/or (b) upon ten (10) days prior to notice to Tenant, sell,
     discard or otherwise dispose of all or any such items at private or public
     sale for such price as Landlord may obtain or by other commercially
     reasonable means. Tenant shall be liable for all costs of disposition of
     Tenant's abandoned property. Landlord agrees to apply the proceeds of any
     sale to any such property to any amount due to Landlord under this Lease
     from Tenant (including Landlord's attorneys' fees and other cost incurred
     in the removal, storage and/or sale of such items), with any remainder to
     be paid to Tenant.

14)  REPAIRS
     a)   LANDLORD'S OBLIGATIONS. Landlord agrees to repair and maintain the
     structural portions of the Building and the plumbing, heating, ventilating,
     air conditioning, elevator and electrical systems installed or furnished by
     Landlord, unless such maintenance and repairs are (i) attributable to items
     installed in Tenant's Premises which are above standard interior
     improvements (such as, for example, custom lighting, special HVAC and/or
     electrical panels or systems, kitchen or restroom facilities and appliances
     constructed or installed within Tenant's Premises or (ii) caused in part or
     in whole by the act, neglect or omission of any duty by Tenant, its agents,
     servants, employees or


                                      -15-
<PAGE>
     invitees, in which case Tenant will pay to Landlord, as additional rent,
     the reasonable cost of such maintenance and repairs. Landlord will not be
     liable for any failure to make any such repairs or to perform any
     maintenance unless such failure shall persist for an unreasonable time
     after written notice of the need of such repairs or maintenance is given to
     Landlord by Tenant. Except as provided in Paragraph 20, Tenant will not be
     entitled to any abatement of rent and Landlord will not have any liability
     by reason of any injury to or interference with Tenant's business arising
     from the making of any repairs, alterations or improvements in or to any
     portion of the Building or Premises or in or to fixtures, appurtenances and
     equipment herein. Tenant waives the right to make repairs at Landlord's
     expense under any law, statute, ordinance, rule, regulation, order or
     ruling (including, without limitation, to the extent the Premises are
     located in California, the provisions of California Civil Code Sections
     1941 and 1942 and any successor statutes or laws of a similar nature).
     b)   TENANT'S OBLIGATION. Tenant agrees to keep, maintain and preserve the
     Premises in first class condition and repair and, when and if needed, at
     Tenant's sole cost and expense, to make all repairs to the Premises and
     every part thereof. Any such maintenance and repairs will be performed by
     Landlord's contractor, or at Landlord's option, by such contractor or
     contractors as Tenant may choose from an approved list to be submitted by
     Landlord. Tenant agrees to pay all costs and expenses incurred in such
     maintenance and repair within seven (7) days after billing by Landlord or
     such contractor or contractors. Tenant agrees to cause any mechanics' liens
     or other liens arising as a result of work performed by Tenant or at
     Tenant's direction to be eliminated as provided in Paragraph 15 below.
     Except as provided in Subparagraph 14(a) above, Landlord has no obligation
     to alter, remodel, improve, repair, decorate or paint the Premises or any
     part thereof.
     c)   TENANT'S FAILURE TO REPAIR. If Tenant refuses or neglects to repair
     and maintain the Premises properly as required hereunder to the reasonable
     satisfaction of Landlord, Landlord, at any time following ten (10) days
     from the date on which Landlord makes a written demand on Tenant to effect
     such repair and maintenance, may enter upon the Premises and make such
     repairs and/or maintenance, and upon completion thereof, Tenant agrees to
     pay to Landlord as additional rent, Landlord's costs for making such
     repairs plus an amount not to exceed ten percent (10%) of such costs for
     overhead, within ten (10) days of receipt from Landlord of a written
     itemized bill thereof. Any amounts not reimbursed by Tenant within such ten
     (10) day period will bear interest at the Interest Rate until paid by
     Tenant.

15)  LIENS. Tenant agrees not to permit any mechanic's, materialmen's or other
     liens to be filed against all or any part of the Development, the Building
     or the Premises, nor against Tenant's leasehold interest in the Premises,
     by reason of or in connection with any repairs, alterations, improvements
     or other work contracted for or undertaken by Tenant or any other act or
     omission of Tenant or Tenant's agents, employees, contractors, licensees,
     or invitees. At Landlord's request, Tenant agrees to provide Landlord with
     enforceable, conditional and final lien releases (or other evidence
     reasonably requested by Landlord to demonstrate protection from liens) from
     all persons furnishing labor and/or materials at the Premises. Landlord
     will have the right at all reasonable times to post on the Premises and
     record any notices of non-responsibility which it deems


                                      -16-
<PAGE>
     necessary for protection from such liens. If any such liens are filed,
     Tenant will, at its sole cost, promptly cause such liens to be released of
     record or bonded so that it no longer affects title to the Development, the
     Building, or the Premises. If Tenant fails to cause any such liens to be so
     released or bonded within ten (10) days after filing thereof, such failure
     will be deemed a material breach by Tenant under this Lease without the
     benefit of any additional notice or cure period described in Paragraph 22
     below, and Landlord may, without waiving its rights and remedies based on
     such breach, and without releasing Tenant from any of its obligations,
     cause such liens to be released by any means it shall deem proper,
     including payment in satisfaction of the claims given rise to such liens.
     Tenant agrees to pay to Landlord within ten (10) days after receipt of
     invoice from Landlord, any sum paid by Landlord to remove such liens,
     together with interest at the Interest Rate from the date of such payment
     by Landlord.

16)  ENTRY BY LANDLORD. Landlord and its employees and agents will at all
     times have the right to enter the Premises to inspect the same, to supply
     janitorial service and any other service to be provided by Landlord to
     Tenant hereunder, to show the Premises to prospective purchasers or
     tenants, to post notices of nonresponsibility, and/or to repair the
     Premises as permitted or required by this Lease. In exercising such entry
     rights, Landlord will endeavor to minimize, as reasonably practicable, the
     interference with Tenant's business, and will provide Tenant with
     reasonable advance notice of any such entry (except in emergency
     situations). Landlord may, in order to carry out such purposes, erect
     scaffolding and other necessary structures where reasonably required by the
     character of the work to be performed. Landlord will at all times have and
     retain a key with which to unlock all doors in the Premises excluding
     Tenant's vaults and safes. Landlord will have the right to use any and all
     means which Landlord may reasonably deem proper to open said doors in an
     emergency in order to obtain entry to the Premises, Any entry to the
     Premises obtained by Landlord by any of said means, or otherwise, will not
     be construed or deemed to be a forcible or unlawful entry into the
     Premises, or an eviction of Tenant from the Premises. Landlord will not be
     liable to Tenant for any damages or losses for any entry by Landlord.

17)  UTILITIES AND SERVICES. Throughout the Term of the Lease so long as the
     Premises are occupied, Landlord agrees to furnish or cause to be furnished
     to the Premises the utilities and services described in the Standards for
     Utilities and Services attached hereto as Exhibit "F",  subject to the
                                               -----------
     conditions and in accordance with the standards set forth therein. Landlord
     may require Tenant from time to time to provide Landlord with a list of
     Tenant's employees and/or agents which are authorized by Tenant to
     subscribe on behalf of Tenant for any additional services which may be
     provided by Landlord. Any such additional services will be provided to
     Tenant at Tenant's cost. Landlord will not be liable to Tenant for any
     failure to furnish any of the foregoing utilities and services if such
     failure is caused by all or any of the following: (i) accident, breakage or
     repairs; (ii) strikes, lockouts or other labor disturbance or labor dispute
     of any character; (iii) governmental regulation, moratorium or other
     governmental actions or inaction; (iv) inability despite the exercise of
     reasonable diligence to obtain electricity, water or fuel; or (v) any other
     cause beyond Landlord's reasonable control. In addition, in the event of
     any stoppage or interruption of services or utilities, Tenant shall not be


                                      -17-
<PAGE>
     entitled to any abatement or reduction of rent (except as expressly
     provided in Subparagraph 20(f) or 21(b) if such failure results from a
     damage or taking described therein), no eviction of Tenant will result from
     such failure and Tenant will not be relieved from the performance of any
     covenant or agreement in this Lease because of such failure. In the event
     of any failure, stoppage or interruption thereof, Landlord agrees to
     diligently attempt to resume service promptly. If Tenant requires or
     utilizes more water or electrical power than is considered reasonable or
     normal by Landlord, Landlord may at its option require Tenant to pay as
     additional rent, the cost, as fairly determined by Landlord, incurred by
     such extraordinary usage and/or Landlord may install separate meter(s) for
     the Premises, at Tenant's sole expense, and Tenant agrees thereafter to pay
     all charges of the utility providing service and Landlord will make an
     appropriate adjustment to Tenant's Operating Expenses calculation to
     account for the fact Tenant is directly paying such metered charges,
     provided Tenant will remain obligated to pay its proportionate share of
     Operating Expenses subject such adjustments.

18)  ASSUMPTION OF RISK AND INDEMNIFICATION.
     a)   ASSUMPTION OF RISK. Tenant, as a material part of the consideration to
     Landlord, hereby agrees that neither Landlord nor any Landlord Indemnified
     Parties (as defined in Subparagraph 8(c) above) will be liable to Tenant
     for, and Tenant expressly assumes the risk of and waives any and all claims
     it may have against Landlord or any Landlord Indemnified Parties with
     respect to, (i) any and all damage to property or injury to persons in,
     upon or about the Premises, the Building or the Development resulting from
     any act or omission (except for the grossly negligent or intentionally
     wrongful act or omission) of Landlord; (ii) any such damage caused by other
     tenants or persons in or about the Building or the Development, or caused
     by quasi-public work, (iii) any damage to property entrusted to employees
     of the Building, (iv) any loss of or damage to property by theft or
     otherwise, or (v) any injury or damage to persons or property resulting
     from casualty, explosion, falling plaster or other masonry or glass, steam,
     gas, electricity, water or rain which may leak from any part of the
     Building or any other portion of the Development or from the pipes,
     appliances or plumbing works therein or from the roof, street or subsurface
     or from any other place, or resulting from dampness. Notwithstanding
     anything to the contrary contained in this Lease, neither Landlord nor any
     Landlord Indemnified Parties will be liable for consequential damages
     arising out of any loss of the use of the Premises or any equipment or
     facilities therein by Tenant or any Tenant Parties or for interference with
     light or other incorporeal hereditaments. Tenant agrees to give prompt
     notice to Landlord in case of fire or accidents in the Premises or the
     Building, or of defects therein or in the fixtures or equipment.
     b)   INDEMNIFICATION. Tenant will be liable for, and agrees, to the maximum
     extent permissible under applicable law, to promptly indemnify, protect,
     defend and hold harmless Landlord and all Landlord Indemnified Parties,
     from and against, any and all claims, damages, judgments, suites, causes of
     action, losses, liabilities, penalties, fines, expenses and costs,
     including attorney's fees and court costs (collectively, "Indemnified
     Claims"), arising or resulting from (i) any act or omission of Tenant or
     any Tenant Parties (as defined in Subparagraph 8(c) above); (ii) the use of
     the Premises and Common Areas and conduct of Tenant's business by Tenant or
     any Tenant Parties, or any other activity, work or thing done, permitted or
     suffered by Tenant or any Tenant Parties, in or about the


                                      -18-
<PAGE>
     Premises, the Building or elsewhere within the Development; and/or (iii)
     any default by Tenant of any obligations on Tenant's part to be performed
     under the terms of the Lease. In case any action or proceeding is brought
     against Landlord or any Landlord Indemnified Parties, by reason of any such
     Indemnified Claims, Tenant upon notice from Landlord, agrees to promptly
     defend the same at Tenant's sole cost and expense by counsel approved in
     writing by Landlord, which approval Landlord will not unreasonably
     withhold.
     c)   SURVIVAL; No Release of Insurers. Tenant's indemnification obligations
     under Subparagraph 18(b) will survive the expiration or earlier termination
     of this Lease. Tenant's covenants, agreements and indemnification
     obligation in Subparagraph 18(a) and 18(b) above, are not intended to and
     will not relieve any insurance carrier of its obligations under policies
     required to be carried by Tenant pursuant to the provisions of this Lease.
     d)   LANDLORD INDEMNITY. Notwithstanding anything to the contrary contained
          ----------------------------------------------------------------------
     in Paragraph 18 of, or elsewhere in this Lease, Tenant shall not be
     -------------------------------------------------------------------
     required to indemnify and hold Landlord harmless from any Indemnified
     ---------------------------------------------------------------------
     Claims resulting from the negligence or willful misconduct of Landlord or
     -------------------------------------------------------------------------
     Landlord's agents, employees or contractors (except for damage to Tenant's
     --------------------------------------------------------------------------
     personal property, fixtures, furniture and equipment in the Premises, to
     ------------------------------------------------------------------------
     the extent Tenant is required to obtain insurance coverage therefore
     --------------------------------------------------------------------
     pursuant to the terms of this Lease, and, subject to the limitations
     --------------------------------------------------------------------
     contained in (i) the second to the last sentence of Paragraph 18(a) of this
     ---------------------------------------------------------------------------
     Lease and (ii) Paragraph 35 of this Lease. Landlord agrees to indemnify and
     ---------------------------------------------------------------------------
     hold Tenant harmless from and against any and all such Indemnified Claims.
     --------------------------------------------------------------------------
     Landlord's indemnification obligations under this paragraph will survive
     ------------------------------------------------------------------------
     the expiration or earlier termination of this Lease and are not intended to
     ---------------------------------------------------------------------------
     and will not relieve any insurance carrier of its obligations under
     -------------------------------------------------------------------
     policies required to be carried by Landlord and/or by Tenant pursuant to
     ------------------------------------------------------------------------
     the provisions of this Lease.
     -----------------------------

19)  INSURANCE
     a)   TENANT'S INSURANCE. On or before the earlier to occur of (i) the
     Commencement Date, or (ii) the date Tenant commences any work of any type
     in the Premises pursuant to this Lease (which may be prior to the
     Commencement Date), and continuing throughout the entire Term hereof and
     any other period of occupancy, Tenant agrees to keep in full force and
     effect, at its sole cost and expense, the following insurance:
          (i)  "All Risks" property insurance including at least the following
               perils: fire and extended coverage, smoke damage, vandalism,
               malicious mischief, sprinkler leakage (including earthquake
               sprinkler leakage). This insurance policy must be upon all
               property owned by Tenant, for which Tenant is legally liable, or
               which is installed at Tenant's expense, and which is located in
               the Building including, without limitation, any Tenant
               improvements which satisfy the foregoing qualification and any
               Alterations, and all furniture, fittings, installations, fixtures
               and any other personal property of Tenant, in an amount not less
               than the full replacement cost thereof. If there is a dispute as
               to full replacement cost, the decision of Landlord or any
               mortgagee of Landlord will be presumptive.
          (ii) One (1) year insurance coverage for business interruption and
               loss of


                                      -19-
<PAGE>
               income and extra expense insuring the same perils described in
               Subparagraph 19(a)(i) above, in such amounts as will reimburse
               Tenant for any direct or indirect loss of earnings attributable
               to any such perils including prevention of access to the
               Premises, Tenant's parking areas or the Building as a result of
               any such perils.
         (iii) Commercial General Liability Insurance or Comprehensive General
               Liability Insurance (on an occurrence from) insuring bodily
               injury, personal injury and property damage including the
               following divisions and extensions of coverage: Premises and
               Operations; Owners and Contractors protective; blanket
               contractual liability (including coverage for Tenant's indemnity
               obligations under this Lease); products and completed operations;
               and liquor liability; bodily injury, personal injury and property
               damage - $2,000,000 each occurrence, $5,000,000 in the aggregate,
               provided that if liability coverage is provided by a Commercial
               General Liability policy the general aggregate limit shall apply
               separately and in total to this location only (per location
               general aggregate), and provided further, such minimum limits of
               liability may be adjusted from year to year to reflect increases
               in coverages as recommended by Landlord's insurance carrier as
               being prudent and commercially reasonable for tenants of first
               class office buildings comparable to the Building, rounded to the
               nearest five hundred thousand dollars.
          (iv) Comprehensive Automotive Liability insuring bodily injury and
               property damage arising from all owned, non-owned and hired
               vehicles, if any, with minimum limits of liability of $1,000,000
               per accident.
          (v)  Worker's Compensation as required by the laws of the State.
          (vi) Any other form or forms of insurance as Tenant or Landlord or any
               mortgagees of Landlord may reasonably require from time to time
               in form, in amounts, and for insurance risks against which, a
               prudent tenant would protect itself, but only to the extent
               coverage for such risks and amounts are available in the
               insurance market at commercially acceptable rates. Landlord makes
               no representation that the limits of liability required to be
               carried by Tenant under the terms of this Lease are adequate to
               protect Tenant's interests and Tenant should obtain such
               additional insurance or increased liability limits as Tenant
               deems appropriate.
     b)   Supplemental Tenant Insurance Requirements
          (i)  All policies must be in a form reasonably satisfactory to
               Landlord and issued by an insurer admitted to do business in the
               State.
          (ii) All policies must be issued by insurers with a policyholder
               rating of "A" and a financial rating of "X" in the most recent
               version of Best's Key Rating Guide.
         (iii) All policies must contain a requirement to notify Landlord (and
               Landlord's property manager and any mortgagees or ground lessors


                                      -20-
<PAGE>
               of Landlord who are named as additional insureds, if any) in
               writing not less than thirty (30) days prior to any material
               change, reduction in coverage, cancellation or other termination
               thereof. Tenant agrees to deliver to Landlord as soon as
               practicable after placing the required insurance, but in any
               event within the time frame specified in Subparagraph 19(a)
               above, certificate(s) of insurance and/or if required by
               Landlord, certified copies of each policy evidencing the
               existence of such insurance and Tenant's compliance with the
               provisions of this Paragraph 19. Tenant agrees to cause
               replacement policies or certificates to be delivered to Landlord
               not less than thirty (30) days prior to the expiration of any
               such policy or policies. If any such initial or replacement
               policies or certificates are not furnished within the time(s)
               specified herein, Tenant will be deemed to be in material default
               under this Lease without the benefit of any additional notice or
               cure period provided in Subparagraph 22(a)(iii) below, and
               Landlord will have the right, but not the obligation, to procure
               such insurance as Landlord deems necessary to protect Landlord's
               interests at Tenant's expense. If Landlord obtains any insurance
               that is the responsibility of Tenant under this Paragraph 19,
               Landlord agrees to deliver to Tenant a written statement setting
               forth the cost of any such insurance and showing in reasonable
               detail the manner in which it has been computed and Tenant agrees
               to promptly reimburse Landlord for such costs as additional rent.
          (iv) General Liability and Automobile Liability policies under
               Subparagraph 19(a)(iii) and (iv) must name Landlord and
               Landlord's property manager (and at Landlord's request,
               Landlord's mortgagees and ground lessors of which Tenant has been
               informed in writing) as additional insureds and must also contain
               a provision that the insurance afforded by such policy is primary
               insurance and any insurance carried by Landlord and Landlord's
               property manager or Landlord's mortgagees or ground lessors, if
               any, will be excess over and non-contributing with Tenant's
               insurance.
     c)   TENANT'S USE. Tenant will not keep, use, sell or offer for sale in or
     upon the Premises any article which may be prohibited by any insurance
     policy periodically in force covering the Building or the Development
     Common Areas. If Tenant's occupancy or business in, or on, the Premises,
     whether or not Landlord has consented to the same, results in any increase
     in premiums for the insurance periodically carried by Landlord with respect
     to the Building or the Development Common Areas or results in the need for
     Landlord to maintain special or additional insurance, Tenant agrees to pay
     Landlord the cost of any such increase in premiums or special or additional
     coverage as additional rent within ten (10) days after being billed
     therefore by Landlord. In determining whether increased premiums are a
     result of Tenant's use of the Premises, as schedule used by the
     organization computing the insurance rate on the Building, the Development
     Common Areas of the Tenant Improvements showing the various components of
     such rate, will be conclusive evidence of the several items and charges
     which make up such rate. Tenant agrees to promptly comply with all
     reasonable requirements of the insurance authority or


                                      -21-
<PAGE>
     any present or future insurer relating to the Premises.
     d)   CANCELLATION OF LANDLORD'S POLICIES. If any of Landlord's insurance
     policies are cancelled or cancellation is threatened or the coverage
     reduced or threatened to be reduced in any way because of the use of the
     Premises or any part thereof by Tenant or any assignee or subtenant of
     Tenant or by anyone Tenant permits on the Premises and, if Tenant fails to
     remedy the condition giving rise to such cancellation, threatened
     cancellation, reduction of coverage, threatened reduction of coverage,
     increase in premiums, or threatened increase in premiums, within
     forty-eight (48) hours after notice thereof, Tenant will be deemed to be in
     material default of this Lease and Landlord may, at its option, either
     terminate this Lease or enter upon the Premises and attempt to remedy such
     condition, and Tenant shall promptly pay Landlord the reasonable costs of
     such remedy as additional rent. If Landlord is unable, or elects not to
     remedy such condition, then Landlord will have all of the remedies provided
     for in this Lease in the event of a default by Tenant.
     e)   WAIVER OF SUBROGATION. Tenant's property insurance shall contain a
     clause whereby the insurer waives all rights of recovery by way of
     subrogation against Landlord. Tenant shall also obtain and furnish evidence
     to Landlord of the waiver by Tenant's worker's compensation insurance
     carrier of all rights of recovery by way of subrogation against Landlord.

20)  DAMAGE OR DESTRUCTION.
     a)   PARTIAL DESTRUCTION. If the Premises or the Building are damaged by
     fire or other casualty to an extent not exceeding twenty-five percent (25%)
     of the full replacement cost thereof, and Landlord's contractor reasonably
     estimates in writing delivered to Landlord and Tenant that the damage
     thereto may be repaired, reconstructed or restored to substantially its
     condition immediately prior to such damage within one hundred eighty (180)
     days from the date of such casualty, and Landlord will receive insurance
     proceeds sufficient to cover the costs of such repairs, reconstruction and
     restoration (including proceeds from Tenant and/or Tenant's insurance which
     Tenant is required to deliver to Landlord pursuant to Subparagraph 20(e)
     below to cover Tenant's obligation for the costs of repair, reconstruction
     and restoration of any portion of the Tenant Improvements and any
     Alterations for which Tenant is responsible under this Lease), then
     Landlord agrees to commence and proceed diligently with the work of repair,
     reconstruction and restoration and this Lease will continue in full force
     and effect.
     b)   SUBSTANTIAL DESTRUCTION. Any damage or destruction to the Premises or
     Building which Landlord is not obligated to repair pursuant to Subparagraph
     20(a) above will be deemed a substantial destruction. In the event of a
     substantial destruction, Landlord may elect to either (i) repair,
     reconstruct and restore the portion of the Building or the Premises damaged
     by such casualty, in which case this Lease will continue in full force and
     effect, subject to Tenant's termination right contained in Subparagraph
     20(d) below; or (ii) terminate this Lease effective as of the date which is
     thirty (30) days after Tenant's receipt of Landlord's election to so
     terminate.
     c)   NOTICE. Under any of the conditions of Subparagraph 20(a) above,
     Landlord agrees to give written notice to Tenant of its intention to repair
     or terminate, as permitted in such paragraphs, within the earlier of sixty
     (60) days after the occurrence of such casualty, or fifteen (15) days after
     Landlord's receipt of the estimate from Landlord's


                                      -22-
<PAGE>
     contractor (the applicable time period to be referred to herein as the
     "Notice Period").
     d)   TENANT'S TERMINATION RIGHTS. If Landlord elects to repair, reconstruct
     and restore pursuant to Subparagraph 20(b)(i) hereinabove, and if
     Landlord's contractor estimates that as a result of such damage, Tenant
     cannot be given reasonable use of and access of the Premises within three
     hundred sixty-five (365) days after the date of such damage, then Tenant
     may terminate this Lease effective upon delivery of written notice to
     Landlord within ten (10) days after Landlord delivers notice to Tenant of
     its election to so repair, reconstruct or restore.
     e)   TENANT'S COSTS AND INSURANCE PROCEEDS. In the event of any damage or
     destruction of all or any part of the Premises, Tenant agrees to
     immediately (i) notify Landlord thereof, and (ii) deliver to Landlord all
     property insurance proceeds received by Tenant with respect to any Tenant
     Improvements installed by or at the cost of Tenant and any Alterations, but
     excluding proceeds for Tenant's furniture, fixtures, equipment and other
     personal property, whether or not this Lease is terminated as permitted in
     this Paragraph 20, and Tenant hereby assigns to Landlord all rights to
     receive such insurance proceeds. If, for any reason (including Tenant's
     failure to obtain insurance for the full replacement cost of any Tenant
     Improvements installed by or at the cost of Tenant and any Alterations from
     any and all casualties), Tenant fails to receive insurance proceeds
     covering the full replacement cost of any Tenant Improvements installed by
     or at the cost of Tenant and any Alterations which are damaged, Tenant will
     be deemed to have self-insured the replacement cost of such items, and upon
     any damage or destruction thereto, Tenant agrees to immediately pay to
     Landlord the full replacement cost of such items, less any insurance
     proceeds actually received by Landlord from Landlord's or Tenant's
     insurance with respect to such items.
     f)   ABATEMENT OF RENT. In the event of any damage, repair, reconstruction
     and/or restoration described in this Paragraph 20, rent will be abated or
     reduced, as the case may be, from the date of such casualty, in proportion
     to the degree to which Tenant's use of the Premises is impaired during such
     period of repair until such use is restored. Except for abatement of rent
     as provide hereinabove, Tenant will not be entitled to any compensation or
     damages for loss of, or interference with, Tenant's business or use or
     access of all or any part of the Premises for lost profits or any other
     consequential damages of any kind or nature, which result from any such
     damage, repair, reconstruction or restoration.
     g)   INABILITY TO COMPLETE. Notwithstanding anything to the contrary
     contained in this Paragraph 20, if Landlord is obligated or elects to
     repair, reconstruct and/or restore the damaged portion of the Building or
     the Premises pursuant to Subparagraph 20(a) or 20(b)(i) above, but is
     delayed from completing such repair, reconstruction and/or restoration
     beyond the date which is ninety (90) days after the date estimated by
     Landlord's contractor for completion thereof by reason of any causes (other
     than delays caused by Tenant, its subtenants, employees, agents or
     contractors or delays which are beyond the reasonable control of Landlord
     as described in Paragraph 33), then either Landlord or Tenant may elect to
     terminate this Lease upon ten (10) days prior written notice given to the
     other after the expiration of such ninety (90) day period.
     h)   DAMAGE NEAR END OF TERM. Landlord and Tenant shall have the right to
     terminate this Lease if any damage to the Premises occurs during the last
     twelve (12) months of the Term of this Lease where Landlord's contractor
     estimates in a writing


                                      -23-
<PAGE>
     delivered to Landlord and Tenant that the repair, reconstruction or
     restoration of such damage cannot be completed within sixty (60) days after
     the date of such casualty. If either party desires to terminate this Lease
     under this Subparagraph (h), it shall provide written notice to the other
     party of such election within ten (10) days after receipt of Landlord's
     contractor's repair estimates.
     i)   WAIVER OF TERMINATION RIGHT. Landlord and Tenant agree that the
     foregoing provisions of this Paragraph 20 are to govern their respective
     rights and obligations in the event of any damage or destruction and
     supersede and are in lieu of the provisions of any applicable law, statute,
     ordinance, rule, regulation, order or ruling now or hereafter in force
     which provide remedies for damage or destruction of leased premises
     (including, without limitation, to the extent the Premises are located in
     California, the provisions of California Civil Code Section 1932,
     Subsection 2, and Section 1933, Subsection 4 and any successor statute or
     laws of a similar nature).
     j)   TERMINATION. Upon any termination of this Lease under any of the
     provisions of this Paragraph 20, the parties will be released without
     further obligation to the other from the date possession of the Premises is
     surrendered to Landlord except for items which have accrued and are unpaid
     as of the date of termination and matters which are to survive any
     termination of this Lease as provided in this Lease.

21)  EMINENT DOMAIN.
     a)   SUBSTANTIAL TAKING. If the whole of the Premises, or such part thereof
     as shall substantially interfere with Tenant's use and occupancy of the
     Premises, as contemplated by this Lease, is taken for any public or
     quasi-public purpose by any lawful power or authority by exercise of the
     right of appropriation, condemnation or eminent domain, or sold to prevent
     such taking, either party will have the right to terminate this Lease
     effective as of the date possession is required to be surrendered to such
     authority.
     b)   PARTIAL TAKING; ABATEMENT OF RENT. In the event of a taking of a
     portion of the Premises which does not substantially interfere with
     Tenant's use and occupancy of the Premises, then, neither party will have
     the right to terminate this Lease and Landlord will thereafter proceed to
     make a functional unit of the remaining portion of the Premises (but only
     to the extent Landlord receives proceeds therefore from the condemning
     authority), and rent will be abated with respect to the part of the
     Premises which Tenant is deprived of on account of such taking.
     Notwithstanding the immediately preceding sentence to the contrary, if any
     part of the Building or the Development is taken (whether or not such
     taking substantially interferes with Tenant's use of the Premises),
     Landlord may terminate this Lease upon thirty (30) days prior written
     notice to Tenant if Landlord also terminates the leases of the other
     tenants of the Building which are leasing comparably sized space for
     comparable lease terms.
     c)   CONDEMNATION AWARD. In connection with any taking of the Premises or
     the Building, Landlord will be entitled to receive the entire amount of any
     award which may be or given in such taking or condemnation, without
     deduction or appointment for any estate or interest of Tenant, it being
     expressly understood and agreed by Tenant that no portion of any such award
     will be allowed to be paid to Tenant for any so-called bonus or excess
     value of this Lease, and such bonus or excess value will be the sole
     property of Landlord. Tenant agrees not to assert any claim against
     Landlord or the taking authority for any compensation because of such
     taking (including any claim for bonus or excess


                                      -24-
<PAGE>
     value of this Lease); provided, however, if any portion of the Premises is
     taken, Tenant will have the right to recover from the condemning authority
     (but not from Landlord) any compensation as may be separately awarded or
     recoverable by Tenant for the taking of Tenant's furniture, fixtures,
     equipment and other personal property within the Premises, for Tenant's
     relocation expenses, and for any loss of goodwill or other damage to
     Tenant's business by reason of such taking.
     d)   TEMPORARY TAKING. In the event of taking of the Premises or any part
     thereof for temporary use, (i) this Lease will remain unaffected thereby
     and rent will abate for the duration of the taking in proportion to the
     extent Tenant's use of the Premises is interfered with, and (ii) Landlord
     will be entitled to receive such portion or portions of any award made for
     such use provided that if such taking remains in force at the expiration or
     earlier termination of this Lease, Tenant will then pay to Landlord a sum
     equal to the reasonable cost of performing Tenant's obligations under
     Paragraph 11 with respect to surrender of the Premises and upon such
     payment Tenant will be excused from such obligations. For purpose of this
     Subparagraph 21(d), a temporary taking shall be defined as a taking for a
     period of ninety (90) days or less.

22)  DEFAULTS AND REMEDIES
     a)   DEFAULTS. The occurrence of any one or more of the following events
     will be deemed a default by Tenant:
               (i)  The abandonment of the Premises by Tenant, which for
                    purposes of this Lease means any absence by Tenant from the
                    Premises for five (5) business days or longer while in
                    default of any other provision of this Lease and, with
                    respect to ground floor space only, any vacation of the
                    Premises, which for purposes of this Lease means any absence
                    by Tenant from the Premises for thirty (30) days or longer
                    whether or not Tenant is in default under any provisions of
                    this Lease.
               (ii) The failure by Tenant to make any payment of rent or
                    additional rent or any other payment required to be made by
                    Tenant hereunder, as and when due, where such failure
                    continues for a period of three (3) days after written
                    notice thereof from Landlord to Tenant; provided, however,
                    that any such notice will be in lieu of, and not in addition
                    to, any notice required under applicable law (including,
                    without limitation, to the extent the Premises are located
                    in California, the provisions of California Code of Civil
                    Procedure Section 1161 regarding unlawful detainer actions
                    or any successor statute or law of a similar nature).
               (i)  The failure by Tenant to observe or perform any of the
                    express or implied covenants or provisions of this Lease to
                    be observed or performed by Tenant, other than a specified
                    in Subparagraph 22(a)(i) or (ii) above, where such failure
                    continues (where no other period of time is expressly
                    provided) for a period of ten (10) days after written notice
                    thereof from Landlord to Tenant. The provisions of any such
                    notice will be in lieu of, and not in addition to, any
                    notice required under applicable law (including, without
                    limitation, to the extent the Premises are located in
                    California, California Code of Civil Procedure


                                      -25-
<PAGE>
                    Section 1161 regarding unlawful detainer actions and any
                    successor stature or similar law). If the nature of Tenant's
                    default is such that more than ten (10) days are reasonably
                    required for its cure, then Tenant will not be deemed to be
                    in default if Tenant, with Landlord's concurrence, commences
                    such cure within such ten (10) day period and thereafter
                    diligently prosecutes such cure to completion.
               (ii) (A) The making by Tenant of any general assignment for the
                    benefit of creditors; (B) the filing by or against Tenant of
                    a petition to have Tenant adjudged a bankrupt or a petition
                    for reorganization or arrangement under any law relating to
                    bankruptcy (unless, in the case of a petition filed against
                    Tenant, the same is dismissed within sixty (60) days); (C)
                    the appointment of a trustee or receiver to take possession
                    of substantially all of Tenant's assets located at the
                    Premises or of Tenant's interest in his Lease, where
                    possession is not restored to Tenant within thirty (30)
                    days; or (D) the attachment, execution or other judicial
                    seizure of substantially of all Tenant's assets located at
                    the Premises or of Tenant's interest in this Lease where
                    such seizure is not discharged within thirty (30) days.
     b)   LANDLORD'S REMEDIES; TERMINATION. In the event of any default by
     Tenant, in addition to any other remedies available to Landlord at law or
     in equity under applicable law (including, without limitation, to the
     extent the Premises are located in California, the remedies of Civil Code
     Section 1951.4 and any successor statute or similar law, which provides
     that Landlord may continue this Lease in effect following Tenant's breach
     and abandonment and collect rent as it falls due, if Tenant has the right
     to sublet or assign, subject to reasonable limitations), Landlord will have
     the immediate right and option to terminate this Lease and all rights of
     Tenant hereunder. If Landlord elects to terminate this Lease then, to the
     extent permitted under applicable law, Landlord may recover from Tenant (i)
     the worth at the time of award of any unpaid rent which had been earned at
     the time of such termination; plus (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 rent loss
     that Tenant proves could have been reasonably avoided; plus (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 rent loss
     that Tenant proves could be reasonably avoided; plus (iv) any other amount
     necessary to compensate Landlord for all the detriment proximately caused
     by Tenant's failure to perform its obligations under this Lease or which,
     in the ordinary course of things, results therefrom including, but not
     limited to: attorney's fees and costs; brokers' commissions; the costs of
     refurbishment, alterations, renovation and repair of Premises, and removal
     (including the repair of any damage caused by such removal) and storage (or
     disposal) of Tenant's personal property, equipment, fixtures, Alterations,
     the Tenant Improvements and any other items which Tenant is required under
     this Lease to remove but does not remove, as well as the unamortized value
     of any free rent, reduced rent, free parking, reduced rate parking and any
     Tenant Improvement Allowance or other costs or economic concessions
     provided, paid, granted or incurred by Landlord pursuant to this Lease. The
     unamortized value of such concessions shall be determined by taking the
     total value of such concessions and multiplying such value by a fraction,
     the numerator of which is the


                                      -26-
<PAGE>
     number of months of the Lease Term not yet elapsed as of the date on which
     the Lease is terminated, and the denominator of which is the total number
     of months of the Lease Term. As used in Subparagraphs 22(b)(i) and (ii)
     above, the "worth at the time of award" is computed by allowing interest at
     the Interest Rate. As used in Subparagraph 22(b)(iii) above, the "worth at
     the time of award" is computed by discounting such amount at the discount
     rate of the Federal Reserve Bank of San Francisco at the time of award plus
     one percent (1%).
     c)   LANDLORD'S REMEDIES; RE-ENTRY RIGHTS. In the event of any default by
     Tenant, in addition to any other remedies available to Landlord under this
     Lease, at law or in equity, Landlord will also have the right, with or
     without terminating the Lease, to re-enter the Premises and remove all
     persons and property from Premises; such property may be removed and stored
     in a public warehouse or elsewhere and/or disposed of at the sole cost and
     expense of and for the account of Tenant in accordance with the provisions
     of Subparagraph 13(h) of this Lease or any other procedures permitted by
     applicable law. No re-entry or taking possession of the Premises by
     Landlord pursuant to this Subparagraph 22(c) will be construed as an
     election to terminate this Lease unless a written notice of such intention
     is given to Tenant or unless the termination thereof is decreed by a court
     of competent jurisdiction.
     d)   LANDLORD'S REMEDIES; RE-LETTING. In the event of the vacation or
     abandonment of the Premises by Tenant or in the event that Landlord elects
     to re-enter the Premises or take possession of the Premises pursuant to
     legal proceedings or pursuant to any notice provided by law, then if
     Landlord does not elect to terminate this Lease, Landlord may from time to
     time, without terminating this Lease, either recover all rent as it becomes
     due or relet the Premises or any part thereof on terms and conditions as
     Landlord in its sole and absolute discretion may deem advisable with the
     right to make alterations and repairs to the Premises in connection with
     such reletting will be applied; first, to the payment of any indebtedness
     other than rent due hereunder from Tenant to Landlord; second, to the
     payment of any cost of such reletting; third, to the payment of the cost of
     any alterations and repairs to the Premises incurred in connection with
     such reletting; fourth, to the payment of rent due and unpaid hereunder and
     the residue, if any, will be held by Landlord and applied to payment of
     future rent as the same may become due and payable hereunder. Should that
     portion of such rents received from such reletting during any month, which
     is applied to the payment of rent hereunder, be less than the rent payable
     during that month by Tenant hereunder, then Tenant agrees to pay such
     deficiency to Landlord immediately upon demand therefore by Landlord. Such
     deficiency will be calculated and paid monthly.
     e)   LANDLORD'S REMEDIES; PERFORMANCE FOR TENANT. All covenants and
     agreements to be performed by Tenant under any of the terms of this Lease
     are to be performed by Tenant at Tenant's sole cost and expense and without
     any abatement of rent. If Tenant fails to pay any sum of money owed to any
     party other than Landlord, for which it is liable under this Lease, or if
     Tenant fails to perform any other act on its part to be performed
     hereunder, and such failure continues for ten (10) days after notice
     thereof by Landlord, Landlord may, without waiving or releasing Tenant from
     its obligations, but shall not be obligated to, make any such payment or
     perform any such other act to be made or performed by Tenant. Tenant agrees
     to reimburse Landlord upon demand for all sums so paid by Landlord and all
     necessary incidental costs, together with interest


                                      -27-
<PAGE>
     thereon at the Interest Rate, from the date of such payment by Landlord
     until reimbursed by Tenant. This remedy shall be in addition to any other
     right or remedy of Landlord set forth in this Paragraph 22. f) LATE
     PAYMENT. If Tenant fails to pay any installment of rent within five (5)
     days of when due or if Tenant fails to make any other payment for which
     Tenant is obligated under this Lease within five (5) days of when due, such
     late amount will accrue interest at the Interest Rate and Tenant agrees to
     pay Landlord as additional rent such interest on such amount from the date
     of such amount becomes due until such amount is paid. In addition, Tenant
     agrees to pay to Landlord concurrently with such late payment amount, as
     additional rent, a late charge equal to five percent (5%) of the amount due
     to compensate Landlord for the extra costs Landlord will incur as a result
     of such late payment. The parties agree that (i) it would be impractical
     and extremely difficult to fix the actual damage Landlord will suffer in
     the event of Tenant's late payment, (ii) such interest and late charge
     represents a fair and reasonable estimate of the detriment that Landlord
     will suffer by reason of late payment by Tenant, and (iii) the payment of
     interest and late charges are distinct and separate in that the payment of
     interest is to compensate Landlord for the use of Landlord's money by
     Tenant, while the payment of late charges is to compensate Landlord for
     Landlord's processing, administrative and other costs incurred by Landlord
     as a result of Tenant's delinquent payments. Acceptance of any such
     interest and late charge will not constitute a waiver of the Tenant's
     default with respect to the overdue amount, or prevent Landlord from
     exercising any of the other rights and remedies available to Landlord. If
     Tenant incurs a late charge more than three (3) times in any period of
     twelve (12) months during the Lease, then, notwithstanding that Tenant
     cures the late payments for which such late charges are imposed, Landlord
     will have the right to require Tenant thereafter to pay all installments of
     Monthly Base Rent quarterly in advance throughout the remainder of the
     Lease Term.
     g)   RIGHTS AND REMEDIES CUMULATIVE. All rights, options and remedies of
     Landlord contained in this Lease will be construed and held to be
     cumulative, and no one of them will be exclusive of the other, and Landlord
     shall have the right to pursue any one of all of such remedies or any other
     remedy or relief which may be provided by law or in equity, whether or not
     stated in this Lease. Nothing in this Paragraph 22 will be deemed to limit
     or otherwise affect Tenant's indemnification of Landlord's pursuant to any
     provision of this Lease.

3)   LANDLORD'S DEFAULT. Landlord will not be in default in the performance of
     any obligation required to be performed by Landlord under this Lease unless
     Landlord fails to perform such obligation within thirty (30) days after the
     receipt of written notice from Tenant specifying in detail Landlord's
     failure to perform; provided however, that if the nature of Landlord's
     obligation is such that more than thirty (30) days are required for
     performance, then Landlord will not be deemed in default if it commences
     such performance within such thirty (30) day period and thereafter
     diligently pursues the same to completion. Upon any default by Landlord,
     Tenant may exercise any of its rights provided at law or in equity, subject
     to the limitations on liability set forth in Paragraph 35 of this Lease.

4)   ASSIGNMENT AND SUBLETTING


                                      -28-
<PAGE>
     a)   RESTRICTION ON TRANSFER. Except as expressly provided in this
     Paragraph 24, Tenant will not, either voluntarily or by operation of law,
     assign or encumber this Lease or any interest herein or sublet the Premises
     or any part thereof, or permit the use or occupancy of the Premises by any
     party other than Tenant (any such assignment, encumbrance, sublease or the
     like will sometimes be referred to as a "Transfer"), without the prior
     written consent of Landlord, which consent Landlord will not unreasonably
     withhold.
     b)   CORPORATE AND PARTNERSHIP TRANSFERS. For purposes of this Paragraph
     24, if Tenant is a corporation, partnership or other entity, any transfer,
     assignment, encumbrance or hypothecation of twenty-five percent (25%) or
     more (individually or in the aggregate) of any stock or other ownership
     interest in such entity, and/or any transfer, assignment, hypothecation or
     encumbrance of any controlling ownership or voting interest in such entity,
     will be deemed a Transfer and will be subject to all of the restrictions
     and provisions contained in this Paragraph 24. Notwithstanding the
     foregoing, the immediately preceding sentence will not apply to any
     transfers of stock of Tenant if Tenant is a publicly-held corporation and
     such stock is transferred publicly over a recognizable security exchange or
     over-the-counter market.
     c)   PERMITTED CONTROLLED TRANSFERS. Notwithstanding the provisions of this
     Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the
     Premises or any portion thereof ("Permitted Transfer"), without Landlord's
     consent and without extending any sublease termination option to Landlord,
     to any parent, subsidiary or affiliate corporation which controls, is
     controlled by or is under common control with Tenant, or to any corporation
     resulting from a merger or consolidation with Tenant, or to any person or
     entity which acquires all the assets of Tenant's business as a going
     concern, provided that: (i) at least twenty (20) days prior to such
     assignment or sublease, Tenant delivers to Landlord the financial
     statements and other financial and background information of the assignee
     or sublesee described in Subparagraph 24(d) below; (ii) if an assignment,
     the assignee assumes, in full, the obligations of Tenant under this Lease
     (or if a sublease, the sublesee of a portion of the Premises or Term
     assumes, in full, the obligations of Tenant with respect to such portion);
     (iii) the financial net worth of the assignee or sublessee as of the time
     of the proposed assignment or sublease equals or exceeds that of Tenant as
     of the date of execution of this Lease; (iv) Tenant remains fully liable
     under this Lease; and (v) the use of the Premises under Paragraph 8 remains
     unchanged.
     d)   TRANSFER NOTICE. If Tenant desires to effect a Transfer, then at least
     thirty (30) days prior to the date when Tenant desires the Transfer to be
     effective (the "Transfer Date"), Tenant agrees to give Landlord a notice
     (the "Transfer Notice"), stating the name, address and business of the
     proposed assignee, sublessee or other transferee (sometimes referred to
     hereinafter as "Transferee"), reasonable information (including references)
     concerning the character, ownership, and financial condition of the
     proposed Transferee, the Transfer Date, any ownership or commercial
     relationship between Tenant and the proposed Transferee, and the
     consideration and all other material terms and conditions of the proposed
     Transfer, all in such detail as Landlord may reasonably require. If
     Landlord reasonably requests additional detail, the Transfer Notice will
     not be deemed to have been received until Landlord receives such detail,
     and Landlord may withhold consent to any Transfer until such information is
     provided to it.
     e)   LANDLORD'S OPTIONS. Within fifteen (15) days of Landlord's receipt of


                                      -29-
<PAGE>
     any Transfer Notice, and any additional information requested by Landlord
     concerning the proposed Transferee's financial responsibility, Landlord
     will elect to do one of the following (i) consent to the proposed Transfer;
     (ii) refuse such consent, which refusal shall be on reasonable grounds
     including, without limitation, those set forth in Subparagraph 24(f) below;
     or (iii) terminate this Lease as to all or such portion of the Premises
     which is proposed to be sublet or assigned and recapture all or such
     portion of the Premises for relettng by Landlord.
     f)   REASONABLE DISAPPROVAL. Landlord and Tenant hereby acknowledge that
     Landlord's disapproval of any proposed Transfer pursuant to Subparagraph
     24(e) will be deemed reasonably withheld if based upon any reasonable
     factor, including, without limitation, any or all of the following factors:
     (i) intentionally omitted; (ii) the proposed Transferee is a governmental
     entity; (iii) the portion of the Premises to be sublet or assigned is
     irregular in shape with inadequate means of ingress and egress; (iv) the
     use of the Premises by the Transferee (A) is not permitted by the use
     provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by
     Landlord to another tenant in the Building, or (C) otherwise poses a risk
     of increased liability to Landlord; (v) the Transfer would likely result in
     a significant and inappropriate increase in the use of parking areas or
     Development Common Areas by the Transferee's employees or visitors, and/or
     significantly increase the demand upon utilities and services to be
     provided by Landlord to the Premises; (vi) the Transferee does not have the
     financial capability to fulfill the obligations imposed by the Transfer and
     this Lease; (vii) the Transferee is not in Landlord's reasonable opinion
     consistent with Landlord's desired tenant mix; or (viii) the Transferee
     poses a business or other economic risk which Landlord deems unacceptable.
     g)   ADDITIONAL CONDITIONS. A condition to Landlord's consent to any
     Transfer of this Lease will be the delivery to Landlord of a true copy of
     the fully executed instrument of assignment, sublease, transfer or
     hypothecation, and, in the case of an assignment, the delivery to Landlord
     of an agreement executed by the Transferee in form and substance reasonably
     satisfactory to Landlord, whereby the Transferee assumes and agrees to be
     bound by all of the terms and provisions of this Lease and to perform all
     of the obligations of Tenant hereunder. As a condition for granting its
     consent to any assignment or sublease, Landlord may require that the
     assignee or sublessee remit directly to Landlord on a monthly basis, all
     monies due to Tenant by said assignee or sublessee. As a condition to
     Landlord's consent to any sublease, such sublease must provide that it is
     subject and subordinate to this Lease and to all mortgages; that Landlord
     may enforce the provisions of the sublease, including collection of rent;
     that in the event of termination of this Lease for any reason, including
     without limitation a voluntary surrender by Tenant, or in the event of any
     reentry or repossession of the Premises by Landlord, Landlord may, at its
     option, either (i) terminate the sublease, or (ii) take over all of the
     right, title and interest of Tenant, as sublessor, under such sublease, in
     which case such sublessee will attorn to Landlord, but that nevertheless
     Landlord will not (1) be liable for any previous act or omission of Tenant
     under such sublease (2) be subject to any defense or offset previously
     accrued in favor of the sublessee against Tenant, or (3) be bound by any
     previous modification of any sublease made without Landlord's written
     consent, or by any previous prepayment by sublessee of more than one
     month's rent.
     h)   EXCESS RENT. If Landlord consents to any assignment of this Lease,
     Tenant agrees to pay to Landlord, as additional rent one-half (1/2) of all
                                                          --------------
     sums and other


                                      -30-
<PAGE>
     consideration payable to and for the benefit of Tenant by the assignee on
     account of the assignment, as and when such sums and other consideration
     are due and payable by the assignee to or for the benefit of Tenant (or, if
     Landlord so requires, and without any release of Tenant's liability for the
     same, Tenant agrees to instruct the assignee to pay such sums and other
     consideration directly to Landlord). If for any sublease, Tenant receives
     rent or other consideration, either initially or over the term of the
     sublease, in excess of the rent fairly allocable to the portion of the
     Premises which is subleased based on square footage, Tenant agrees to pay
     to Landlord as additional rent one-half (1/2) of the excess of each such
                                    --------------
     payment of rent or other consideration which may be payable to Landlord
     under this paragraph, Tenant will be entitled to deduct commercially
     reasonable third - party brokerage commissions, improvement costs and
                                                   -----------------
     attorneys' fees and other amounts reasonably and actually expended by
     Tenant in connection with such assignment or subletting if acceptable
     written evidence of such expenditures is provided to Landlord.
     (i)  TERMINATION RIGHTS. If Tenant requests Landlord's consent to any
     assignment or subletting of all or a portion of the Premises, Landlord will
     have the right, as provided in Subparagraph 24(e), to terminate this Lease
     as to all or such portion of the Premises which is proposed to be sublet or
     assigned effective as of the date Tenant proposes to sublet or assign all
     or less than all of the Premises. Landlord's right to terminate this Lease
     as to less than all of the Premises proposed to be sublet or assigned will
     not terminate as to any future additional subletting or assignment as a
     result of Landlord's consent to a subletting of less than all of the
     Premises or Landlord's failure to exercise its termination right with
     respect to any subletting or assignment. Landlord will exercise such
     termination right, if at all, by giving written notice to Tenant within
     thirty (30) days of receipt by Landlord of the financial responsibility
     information required by this Paragraph 24. Tenant understands and
     acknowledges that the option, as provided in this Paragraph 24, to
     terminate this Lease as to all or such portion of the Premises which is
     proposed to be sublet or assigned rather than approve the subletting or
     assignment of all or a portion of the Premises, is a material inducement
     for Landlord's agreeing to lease the Premises to Tenant upon the terms and
     conditions herein set forth. In the event of any such termination with
     respect to less than all of the Premises, the cost of segregating the
     recaptured space from the balance of the Premises will be paid by Tenant
     and Tenant's future monetary obligations under this Lease will be reduced
     proportionately on a square footage basis to correspond to the balance of
     the Premises which Tenant continues to lease.
     (j)  NO RELEASE. No Transfer will release Tenant of Tenant's obligations
     under this Lease or alter the primary liability of Tenant to pay the rent
     and to perform all other obligations to be performed by Tenant hereunder.
     Landlord may require that any Transferee remit directly to Landlord on a
     monthly basis, all monies due Tenant by said Transferee. However, the
     acceptance of rent by Landlord from any other person will not be deemed a
     waiver by Landlord of any provision hereof. Consent by Landlord to one
     Transfer will not be deemed to consent to any subsequent Transfer. In the
     event of default by any Transferee of Tenant in the performance of any of
     the terms hereof, Landlord may proceed directly against Tenant without the
     necessity of exhausting remedies against such Transferee or successor.
     Landlord may consent to subsequent assignment of this Lease or sublettings
     or amendments or modifications to this Lease with assignees of Tenant,
     without notifying Tenant, or any successor of Tenant, and


                                      -31-
<PAGE>
     without obtaining its or their consent thereto and any such actions will
     not relieve Tenant of liability under this Lease.
     (k)  ADMINISTRATIVE AND ATTORNEYS' FEES. If Tenant effects a Transfer or
     requests the consent of Landlord to any Transfer (whether or not such
     Transfer is consummated), then, upon demand, Tenant agrees to pay Landlord
     a non-refundable administrative fee of Two Hundred Fifty Dollars ($250.00),
     plus any reasonable attorneys' and paralegal fees incurred by Landlord in
     connection with such Transfer or request for consent (whether attributable
     to Landlord's in-house attorneys or paralegals or otherwise) not to exceed
     One Hundred Dollars ($100.00) for each thousand (1,000) rentable square
     feet of area contained within the Premises or portion thereof to be
     assigned or sublet. Acceptance of the Two Hundred Fifty Dollar ($250.00)
     administrative fee and/or reimbursement of Landlord's attorneys' and
     paralegal fees will in no event obligate Landlord to consent to any
     proposed Transfer. This Subparagraph 24(k) shall not be applicable to any
     Permitted Transfers.

25.  SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the
election of Landlord or any mortgagee or beneficiary with a deed of trust
encumbering the Building and/or the Development, or any lessor of a ground or
underlying lease with respect to the Building, this Lease will be subject and
subordinate at all times to: (i) all ground leases or underlying leases which
may now exist or hereafter be executed affecting the Building; and (ii) the lien
of any mortgage or deed of trust which may now exist or hereafter be executed
for which the Building, the Development or any leases thereof, or Landlord's
interest  and estate in any of said items, is specified as security.
Notwithstanding the foregoing, Landlord reserves the right to subordinate any
such ground leases or underlying leases or any such liens to this Lease.  If any
such ground lease or underlying lease terminates for any reason or any such
mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure
is made for any reason, at the election of Landlord's successor in interest,
Tenant agrees to attorn to and become the tenant of such successor in which
event Tenant's right to possession of the Premises will not be disturbed as long
as Tenant is not in default under this Lease.  Tenant hereby waives its right
under any law which gives or purports to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder in
the event of any such foreclosure proceeding or sale.  Tenant covenants and
agrees to execute and deliver, upon demand by Landlord and in the form
reasonably required by Landlord, any additional documents evidencing the
priority or subordination of this Lease and Tenant's attornment agreement with
respect to any such ground lease or underlying leases or the lien of any such
mortgage or deed of trust.  If Tenant fails to sign and return any such
documents within ten (10) days of receipt, Tenant will be in default hereunder.

26.  ESTOPPEL CERTIFICATE.
(a)     TENANT'S OBLIGATIONS.  Within ten (10) days following any written
request which Landlord may make from time to time, Tenant agrees to execute and
deliver to Landlord a statement, in a form substantially similar to the form of
Exhibit "G" attached hereto or as may be reasonably required by Landlord's
----------
lender, certifying: (i) the date of commencement of this Lease; (ii) the fact
that this Lease if unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and effect, and stating the
date and nature of such


                                      -32-
<PAGE>
modifications); (iii) the date to which the rent and other sums payable under
this Lease have been paid; (iv) that there are no current defaults under this
Lease by either Landlord or Tenant except as specified in Tenant's statement;
and (v) such other matters reasonably requested by Landlord. Landlord and Tenant
intend that any statement delivered pursuant to this Paragraph 26 may be relied
upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the
Building or any interest therein.
(b)     TENANT'S FAILURE TO DELIVER.  Tenant's failure to deliver such statement
within such time will be conclusive upon Tenant (i) that this Lease is in full
force an effect, without modification except as may be represented by Landlord,
(ii) that there are no uncured defaults in Landlord's performance, and (iii)
that not more than one (1) month's rent has been paid in advance.  Without
limiting the foregoing, if Tenant fails to delver ay such statement within such
ten (10) day period, Landlord may deliver to Tenant an additional request for
such statement and Tenant's failure to deliver such statement to Landlord within
ten (10) days after delivery of such additional request will constitute a
default under this Lese. Tenant agrees to indemnify and protect Landlord from
and against any and all claims, damages, losses, liabilities and expenses
(including attorneys' fees and costs) attributable to any failure by Tenant to
timely deliver any such estoppel certificate to Landlord as required by this
Paragraph 26.

27.  BUILDING PLANNING. If Landlord requires the Premises for use in
conjunction with another suite or for other reasons connected with the planning
program for the Building, Landlord will have the right, upon sixty (60) days
prior written notice to Tenant, to move Tenant to other space in the Development
of substantially similar size as the Premises, and with tenant improvements of
substantially similar age, quality and layout as then existing in the Premises.
Any such relocation will be at Landlord's cost and expense, including the cost
of providing such substantially similar tenant improvements (but not any
furniture or personal property) and Tenant's reasonable moving, telephone
installation and stationery reprinting costs.  If Landlord so relocates Tenant,
the terms and conditions of this Lease will remain in full force and effect and
apply to the new space, except that (a) a revised Exhibit "A-II" will become
                                                  -------------
part of this Lease and will reflect the location of the new space, (b) Paragraph
1 of this Lease will be amended to include and state all correct data as to the
new space, (c) the new space will thereafter be deemed to be the "Premises," and
(d) all economic terms and conditions (e.g. rent, total Operating Expense
Allowance, etc.) will be adjusted on a per square foot basis based on the total
number of rentable square feet of area contained in the new space.  Landlord and
Tenant agree to cooperate fully with one another in order to minimize the
inconvenience of Tenant resulting from any such relocation. However, if the new
space does not meet with Tenant's reasonable approval, Tenant will have the
right to cancel this Lease upon giving Landlord thirty (30) days notice within
ten (10) days of receipt of Landlord's relocation notification; provided,
however, Landlord has the right, by written notice to Tenant given within ten
(10) days following receipt of Tenant's cancellation notice to rescind
Landlord's relocation notice, in which event Landlord's relocation notice will
be rescinded, Tenant's cancellation notice will be cancelled and this Lease will
remain in full force and effect.  If Tenant cancels this Lease pursuant to this
Paragraph 27, Tenant agrees to vacate the Building and the Premises within
thirty (30) days of its delivery to Landlord of the notice of cancellation.
Landlord will accomplish Tenant's move entirely after normal business hours.
Monthly Base Rent will be reduced $0.02 per rentable square foot for every floor
below eleven (11) on which the new space will be situated.


                                      -33-
<PAGE>
28.  RULES AND REGULATIONS. Tenant agrees to faithfully observe and comply
with the "Rules and Regulations," a copy of which is attached hereto and
incorporated herein by this reference as Exhibit "H," and all reasonable and
                                         -----------
nondiscriminatory modifications thereof and additions thereto from time to time
put into effect by Landlord.  Landlord will not be responsible to Tenant for the
violation or non-performance by any other tenant or occupant of the Building of
any of the Rules and Regulations.

29.  MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND LESSORS.
(a)   MODIFICATIONS.  If, in connection with Landlord's obtaining or entering
into any financing or ground lease for any portion of the Building or the
Development, the lender or ground lessor requests modifications to this Lease,
Tenant, within ten (10) days after request therefor, agrees to execute an
amendment to this Lease incorporating such modifications, provided such
modifications are reasonable and do not increase the obligations of Tenant under
this Lease or adversely affect the leasehold estate created by this Lease.
(b)  CURE RIGHTS. In the event of any default on the part of Landlord,
Tenant will give notice by registered or certified mail to any beneficiary of a
deed of trust or mortgage covering the Premises or ground lessor or Landlord
whose address has been furnished to Tenant, and Tenant agrees to offer such
beneficiary, mortgagee or ground lessor a reasonable opportunity to cure the
default (including with respect to any such beneficiary or mortgagee, time to
obtain possession of the Premises, subject to this Lease and Tenant's rights
hereunder, by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure).

30.  DEFINITION OF LANDLORD. The term "Landlord," as used in this Lease, so
far as covenants or obligations on the part of Landlord are concerned, means and
includes only the owner or owners, at the time in question, of the fee title of
the Premises or the lessees under any ground lease, if any.  In the event of any
transfer, assignment or other conveyance or transfers of any such title (other
than a transfer for security purposes only), Landlord herein named (an in case
of any subsequent transfers or conveyances, the then grantor) will be
automatically relieved from and after the date of such transfer, assignment or
conveyance of all liability as respects the performance of any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be
performed, so long as the transferee assumes in writing all such covenants and
obligations of Landlord arising after the date of such transfer.  Landlord and
Landlord's transferees and assignees have the absolute right to transfer all or
any portion of their respective title and interest in the Development, the
Building, the Premises and/or this Lease without the consent of Tenant, and such
transfer or subsequent transfer will not be deemed a violation on Landlord's
part of any of the terms and conditions of this Lease.

31.  WAIVER. The waiver by either party of any beach of any term, covenant
or condition herein contained will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition herein
contained nor will any custom or practice which may also develop between the
parties in the administration of the terms hereof be deemed a waiver of or in
any way affect the right of either party to insist upon performance in strict
accordance with said terms.  The subsequent acceptance of rent or any other
payment hereunder by Landlord will not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or


                                      -34-
<PAGE>
condition of this Lease, other than the failure of Tenant to pay the particular
rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent. No acceptance by Landlord of a lesser sum
than the basic rent and additional rent or other sum then due will be deemed to
be other than on account of the earliest installment of such rent or other
amount due, nor will any endorsement or statement on any check or any letter
accompanying any check be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such installment or other amount or pursue any other remedy
provided in this Lease. The consent or approval of Landlord to or of any act by
Tenant requiring Landlord's consent or approval will not be deemed to waive or
render unnecessary Landlord's consent or approval to or of any subsequent
similar acts by Tenant.

32.  PARKING.
(a)  GRANT OF PARKING RIGHTS. So long as this Lease is in effect and
provided Tenant is not in default hereunder, Landlord grants to Tenant and
Tenant's Authorized Users (as defined below) a license to use the number and
type of parking spaces designated in Subparagraph 1(s) subject to the terms and
conditions of this Paragraph 32 and the Rules and Regulations regarding parking
contained in Exhibit "H" attached hereto.  Except as otherwise expressly set
             ----------
forth in Subparagraph 1(s), as consideration for the use of such parking spaces.
Tenant agrees to pay Landlord or, at Landlord's election, directly to Landlord's
parking operator, as additional rent under this Lease, the prevailing parking
rate for each such parking space as established by Landlord in its discretion
from time to time.  Tenant agrees that all parking charges will be payable on a
monthly basis concurrently with each monthly payment of Monthly Base Rent.
Tenant agrees to submit to Landlord, or, at Landlord's election, directly to
Landlord's parking operator with a copy to Landlord, written notice in a form
reasonably specified by Landlord containing the names, home and office addresses
and telephone numbers of those persons who are authorized by Tenant to use
Tenant's parking spaces on a monthly basis ("Tenant's Authorized Users") and
shall use its best efforts to identify each vehicle of Tenant's Authorized Users
by make, model and license number.  Tenant agrees to deliver such notice prior
to the beginning of the Term of the Lease and to periodically update such notice
as well as upon specific request by Landlord or Landlord's parking operator to
reflect changes to Tenant's Authorized Users or their vehicles.
(b)  VISITOR PARKING. So long as this Lease is in effect, Tenant's visitors
and guests will be entitled to use those specific parking areas which are
designated for short-term visitor parking and which are located within the
surface parking area(s), if any, and/or within the parking structure(s) which
serve the Building.  Visitor parking will be made available at a charge to
Tenant's visitors and guests, with the rate being established by Landlord in its
discretion from time to time.  Tenant, at its sole cost and expense, may elect
to validate such parking for its visitors and guests.  All such visitor parking
will be on a non-exclusive, in common basis with all other visitors and guests
of the Development.
(c)  USE OF PARKING SPACES. Tenant will not use or allow any of Tenant's
Authorized Users to use any parking spaces which have been specifically assigned
by Landlord to other tenants or occupants or for other uses such as visitor
parking or which have been designated by any government entity as being
restricted to certain uses.  Tenant will not be entitled to increase its parking
privileges applicable to the Premises during the Term of the Lease except as
follows:  If at any time Tenant desires to increase the number of parking spaces
allocated to it under the


                                      -35-
<PAGE>
terms of this Lease, Tenant must notify Landlord in writing of such desire and
Landlord will have the right, in its sole and absolute discretion, to either (a)
approve such requested increase in the number or parking spaces allocated to
Tenant (with an appropriate increase to the additional rent payable by Tenant
for such additional spaces based on the then prevailing parking rates), or (b)
disapprove such requested increase in the number of parking spaces allocated to
Tenant. Promptly following receipt of Tenant's written request, Landlord will
provide Tenant with written notice of its decision including a statement of any
adjustments to the additional rent payable by Tenant for parking under the
Lease, if applicable.
(d)  GENERAL PROVISIONS. Except as otherwise expressly set forth in
Subparagraph 1(s), Landlord reserves the right to set and increase monthly fees
and/or daily and hourly rates for parking privileges from time to time during
the Term of the Lease.  Landlord may assign any unreserved and unassigned
parking spaces and/or make all or any portion of such spaces reserved, if
Landlord reasonably determines that it is necessary for orderly and efficient
parking or for any other reasonable reason.  Failure to comply with any terms
and conditions of this Lease applicable to parking (other than failure to pay
parking charges) may be treated by Landlord as a default under this Lease.  In
the event of a failure to pay rent for any particular parking spaces, landlord
may elect to recapture such parking spaces for the balance of the Term of this
Lease if Tenant does not cure such failure within the applicable cure period set
forth in Paragraph 22 of this Lease.  In such event, Tenant and Tenant's
Authorized Users will be deemed visitors for purposes of parking space use and
will be entitled to use only those parking areas specifically designated for
visitor parking subject to all provisions of this Lease applicable to such
visitor parking use.  Except in connection with an assignment or sublease
expressly permitted under the terms of this Lease, Tenant's parking rights and
privileges described herein are personal to Tenant and may not be assigned or
transferred, or otherwise conveyed, without Landlord's prior written consent,
which consent Landlord may withhold at its sole and absolute discretion.  In any
event, under no circumstances may Tenant's parking rights and privileges be
transferred, assigned or otherwise conveyed separate and apart from Tenant's
interest in this Lease.
(e)   COOPERATION WITH TRAFFIC MITIGATION MEASURES.  Tenant agrees to use its
reasonable, good faith efforts to cooperate in traffic mitigation programs which
may be undertaken by Landlord independently, or in cooperation with local
municipalities or governmental agencies or other property owners in the vicinity
of the Building.  Such programs may include, but will not be limited to,
carpools, vanpools and other ridesharing programs, public and private transit,
flexible work hours, preferential assigned parking programs and programs to
coordinate tenants within the Development with existing or proposed traffic
mitigation programs.
(f)   PARKING RULES AND REGULATIONS.  Tenant and Tenant's Authorized Users
shall comply with all rules and regulations regarding parking set forth in
Exhibit "H" attached hereto and Tenant agrees to cause its employees,
----------
subtenants, assignees, contractors, suppliers, customers and invitees to comply
with such rules and regulations.  Landlord reserves the right from time to time
to modify and/or adopt such other reasonable and non-discriminatory rules and
regulations for the parking facilities as it deems reasonably necessary for the
operation of the parking facilities.

33.  FORCE MAJEURE. If either Landlord or Tenant is delayed, hindered in or
prevented from the performance of any act required under this Lease by reason of
strikes, lock-outs, labor troubles, inability to procure standard materials,
failure of power, restrictive governmental laws,


                                      -36-
<PAGE>
regulations or orders or governmental action or inaction (including failure,
refusal or delay in issuing permits, approvals and/or authorizations which is
not the result of the action or inaction of the party claiming such delay),
riots, civil unrest or insurrection, war, fire, earthquake, flood or other
natural disaster, unusual and unforeseeable delay which results from an
interruption of any public utilities (e.g., electricity, gas, water, telephone)
or other unusual and unforeseeable delay not within the reasonable control of
the party delayed in performing work or doing acts required under the provisions
of this Lease, then performance of such act will be excused for the period of
the delay and the period for the performance of any such act will be extended
for a period equivalent to the period of such delay. The provisions of this
Paragraph 33 will not operate to excuse Tenant from prompt payment of rent or
any other payments required under the provisions of this Lease.

34.  SIGNS. Landlord will designate the location on the Premises for one
Tenant identification sign.  Tenant agrees to have Landlord install and maintain
Tenant's identification sign in such designated location in accordance with this
Paragraph 34 at Tenant's sole cost and expense.  Tenant has no right to install
Tenant identification signs in any other location in, on or about the Premises
or the Development and will to display or erect any other signs, displays or
other advertising materials that are visible from the exterior of the Building
or from within the Building in any interior or exterior common areas.  The size,
design, color and other physical aspects of any and all permitted sign(s) will
be subject to (i) Landlord's written approval prior to installation, which
approval may be withheld in Landlord's discretion, (ii) any covenants,
conditions or restrictions governing the Premises, and (iii) any applicable
municipal or governmental permits and approvals.  Tenant will be solely
responsible for all costs for installation, maintenance, repair and removal of
any Tenant identification sign(s).  If Tenant fails to remove Tenant's sign(s)
upon termination of this Lease and repair any damage caused by such removal,
Landlord may do so at Tenant's sole cost and expense.  Tenant agrees to
reimburse Landlord for all costs incurred by Landlord to effect any
installation, maintenance or removal on Tenant's account, which amount will be
deemed additional rent, and my include, without limitation, all sums disbursed,
incurred or deposited by Landlord including Landlord's costs, expenses and
actual attorneys' fees with interest thereon at the Interest Rate from the date
of Landlord's demand until paid by Tenant.  Any sign rights granted to Tenant
under this Lease are personal to Tenant and may not be assigned, transferred or
otherwise conveyed to any assignee or subtenant of Tenant without Landlord's
prior written consent, which consent Landlord may withhold in its sole and
absolute discretion.

35.  LIMITATION ON LIABILITY. In consideration of the benefits accruing
hereunder, Tenant on behalf of itself and all successors and assigns of Tenant
covenants and agrees that, in the event of any actual or alleged failure, breach
or default hereunder by Landlord: (a) Tenant's recourse against Landlord for
monetary damages will be limited to Landlord's interest in the Building
including, subject to the prior rights of any Mortgagee, Landlord's interest in
the rents of the Building and any insurance proceeds payable to Landlord; (b)
Except as may be necessary to secure jurisdiction of the partnership or company,
no partner or member of Landlord shall be sued or named as a party in any suit
or action and no services of process shall be made against any partner or member
of Landlord; (c) No partner or member of Landlord shall be required to answer or
otherwise plead to any service of process; (d) No judgment will be taken against
any partner or member of Landlord and any judgment taken against any partner or
member of


                                      -37-
<PAGE>
Landlord may be vacated and set aside at any time after the fact; (e) No writ or
execution will be levied against the assets of any partner or member of
Landlord; (f) The obligations under this Lease do not constitute personal
obligations of the individual members, partners, directors, officers or
shareholders of Landlord, and Tenant shall not seek recourse against the
individual members, partners, directors, officers or shareholders of Landlord or
any of their personal assets for satisfaction of any liability in respect of the
Lease; and (g) These covenants and agreements are enforceable both by Landlord
and also by any partner or member of Landlord.

36.  FINANCIAL STATEMENTS. Prior to the execution of this Lease by Landlord
and at any time during the Term of this Lease upon ten (10) days prior written
notice from Landlord, Tenant agrees to provide Landlord with a current financial
statement for Tenant and any guarantors of Tenant and financial statements fro
the two (2) years prior to the current financial statement year for Tenant and
any guarantors of Tenant.  Such statements are to be prepared in accordance with
generally accepted accounting principles and, if such is the normal practice of
Tenant, audited by an independent certified public accountant.
37.   QUIET ENJOYMENT.  Landlord covenants and agrees with Tenant that upon
Tenant paying the rent required under this Lease and paying all other charges
and performing all of the covenants and provisions on Tenant's part to be
observed and performed under this Lease, Tenant may peaceably and quietly have,
hold and enjoy the Premises in accordance with this Lease without the hindrance
or molestation by Landlord or its employees or agents.

38.  MISCELLANEOUS.
(a)  CONFLICT OF LAWS. This Lease shall be governed by and construed solely
pursuant to the laws of the State, without giving effect to choice of law
principles thereunder.
(b)  SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Lease, all
of the covenants, conditions and provisions of this Lease shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
(c)  PROFESSIONAL FEES AND COSTS. If either Landlord or Tenant should bring
any suit against the other with respect to this Lease, then all costs and
expenses, including without limitation, actual professional fees and costs such
as appraisers', accountants' and attorneys' fees and costs, incurred by the
party which prevails such action, whether by final judgment or out of court
settlement, shall be paid by the other party, which obligation on the part of
the other party shall be deemed to have accrued on the date of the commencement
of such action and shall be enforceable whether or not the action is prosecuted
to judgment.  As used herein, attorneys' fees and costs shall include, without
limitation, attorneys' fees, costs and expenses incurred in connection with any
(i) postjudgment motions; (ii) contempt proceedings; (iii) garnishment, levy,
and debtor and third party examination; (iv) discovery; and (v) bankruptcy
litigation.

(d)  TERMS AND HEADINGS. The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular.  Words used in any gender
shall include other genders.  The paragraph headings of this Lease are not a
part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.
(e)  TIME. Time is of the essence with respect to the performance of every
provision of this Lease in which time performance is a factor.


                                      -38-
<PAGE>
(f)  PRIOR AGREEMENT; AMENDMENTS. This Lease constitutes and is intended by
the parties to be a final, complete and exclusive statement of their entire
agreement with respect to the subject matter of this Lease.  This Lease
supercedes any and all prior and contemporaneous agreements and understandings
of any kind relating to the subject matter of this Lease.  There are no other
agreements, understandings, representations, warranties, or statements, either
oral or in written form, concerning the subject matter of this Lease.  No
alteration, modification, amendment or interpretation of this Lease shall be
binding on the parties unless contained in a writing which is signed by both
parties.
(g)  SEPARABILITY. The provisions of this Lease shall be considered
separable such that if any provision or part of this Lease is ever held to be
invalid, void or illegal under any law or ruling, all remaining provisions of
this Lease shall remain in full force and effect to the maximum extent permitted
by law.
(h)  RECORDING. Neither Landlord nor Tenant shall record this Lease nor a
short form memorandum thereof without the consent of the other.
(i)  COUNTERPARTS. This Lease may be executed in one or more counterparts,
each of which shall be constitute an original and all of which shall be one and
the same agreement.
(j)  NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees that the
terms of this Lease are confidential and constitute proprietary information of
Landlord.  Disclosure of the terms could adversely affect the ability of
Landlord to negotiate other leases and impair Landlord's relationship with other
tenants.  Accordingly, Tenant agrees that it, and its partners, officers,
directors, employees, agents and attorneys, shall not intentionally and
voluntarily disclose the terms of this Lease to any newspaper or other
publication or any other tenant or apparent prospective tenant of the Building
or other portion of the Development, or real estate agent, either directly or
indirectly, without the prior written consent of Landlord, provided, however,
that Tenant may disclose the terms to prospective subtenants or assignees under
this Lease.
(k)  NONDISCRIMINATION. Tenant acknowledges and agrees that there shall be
no discrimination against, or segregation of, any person, group of persons, or
entity on the basis of race, color, creed, religion, age, sex, marital status,
national origin, or ancestry in the leasing, subleasing, transferring,
assignment, occupancy, tenure, use, or enjoyment of the Premises, or any portion
thereof.

39.  EXECUTION OF LEASE.
(a)  JOINT AND SEVERAL OBLIGATIONS. If more than one person executes this
Lease as Tenant, their execution of this Lease will constitute their covenant
and agreement that (i) each of them is jointly and severally liable for the
keeping, observing and performing of all of the terms, covenants, conditions,
provisions and agreements of this Lease to be kept, observed and performed by
Tenant, and (ii) the term "Tenant" as used in this Lease means and includes each
of them jointly and severally.  The act of or notice fro, or notice or refund
to, or the signature of any one or more of them, with respect to the tenancy of
this Lease, including, but not limited to, any renewal, extension, expiration,
termination or modification of this Lease, will be binding upon each and all of
the persons executing this Lease as Tenant with the same force and effect as if
each and all of them had so acted or so given or received such notice or refund
or so signed.
(b)  TENANT AS CORPORATION OR PARTNERSHIP. If Tenant executes this Lease as
a corporation or partnership, then Tenant and the persons executing this Lease
on behalf of Tenant represent and warrant that such entity is duly qualified and
in good standing to do business in California


                                      -39-
<PAGE>
and that the individuals executing this Lease on Tenant's behalf are duly
authorized to execute and deliver this Lease on its behalf, and in the case of a
corporation, in accordance with a duly adopted resolution of the board of
directors of Tenant, a copy of which is to be delivered to Landlord on execution
hereof, if requested by Landlord, and in accordance with the by-laws of Tenant,
and, in the case of a partnership, in accordance with the partnership agreement
and the most current amendments thereto, if any, copies of which are to be
delivered to Landlord on execution hereof, if requested by Landlord, and that
this Lease is binding upon Tenant in accordance with its terms.
(c)  EXAMINATION OF LEASE. Submission of this instrument by Landlord to
Tenant for examination or signature by Tenant does not constitute a reservation
of or option for lease, and it is not effective as a lease or otherwise until
execution by and delivery to both Landlord and Tenant.

IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed by
their duly authorized representatives as of the date first above written.


TENANT:                                       LANDLORD:

ENTERPRISE PROFIT SOLUTIONS                   WORLD TRADE CENTER BUILDING, INC.,
CORPORATION,                                  a corporation
a Delaware corporation
                                              By:  CB Richard Ellis, Inc.
                                              a Delaware corporation,
                                              Its Authorized Agent
By: /s/ David H. Hoffman
   -------------------------------
Print Name:  David Hoffman
           -----------------------
Print Title: CEO                              By: /s/ Barry A Katz
            ----------------------               -------------------------------
                                                 Print Name:  Barry A Katz
                                                            --------------------
                                                 Print Title: Managing Partner
                                                             -------------------

By:  /s/ David Ghlen
   -------------------------------
Print Name:   David Ghlen
           -----------------------
Print Title: (illegible)
            ----------------------


                                      -40-
<PAGE>
                                ADDENDUM TO LEASE
                                -----------------


     This ADDENDUM is attached to, made a part of, incorporated into and amends
and supplements that certain Office Building Lease dated          ,      (the
"Lease"), by and between WORLD TRADE CENTER BUILDING, INC., a corporation
("Landlord"), and ENTERPRISE PROFIT SOLUTIONS CORPORATION, a Delaware
corporation ("Tenant").

40.  OPTION TO EXTEND.
(a)  Subject to the terms of this Paragraph 40 and Paragraph 41, entitled
"Option," Landlord hereby grants to Tenant the option (the "Extension Option")
to extend the Term of this Lease with respect to the entire Premises for one (1)
additional period of five (5) years (the "Option Term"), in the same terms,
covenants and conditions as provided for in this Lease during the initial Lease
Term, except that (i) Tenant shall have no further extension rights, and (ii)
all economic terms such as, without limitation, Monthly Base Rent, an Operating
Expense Allowance, if any, parking charges, etc., shall be established based on
the "fair market rental rate" for the Premises for the Option Term as defined
and determined in accordance with the provisions of this Paragraph 40 below.
(b)  The Extension Option must be exercised, if at all, by written notice
("Extension Notice") delivered by Tenant to Landlord no later than the due date
which is two hundred seventy (270) days, and no earlier than the date which is
one (1) year, prior to the expiration of the then current Term of this Lease.
(c)  The term "fair market rental rate" as used in this Addendum shall mean
the annual amount per rentable square foot, projected during the relevant
period, that a willing, financially comparable, non-equity, renewal tenant
(excluding sublease and assignment transactions) would pay, and a willing,
institutional landlord of a comparable quality office building located in the
John Wayne Airport area ("Comparison Area") would accept, at arm's length (what
Landlord is accepting in current transactions for the Building may be
considered), for space comparable in size, quality and floor height as the
leased area at issue taking into account items that professional real estate
brokers customarily consider, including, but not limited to, rental rates,
office space availability, tenant size, tenant improvement allowances, operating
expenses and allowance, parking charges and any other economic matters then
being charged by Landlord or the lessor off such similar office buildings.
(d)  Landlord's determination of fair market rental rate shall be delivered
to Tenant in writing not later than thirty (30) days following Landlord's
receipt of Tenant's Extension Notice.  Tenant will have thirty (30) days
("Tenant's Review Period") after receipt of Landlord's notice of the fair market
rental rate within which to accept such fair market rental rate or to object
thereto in writing.  Tenant's failure to object to the fair market rental rate
submitted by Landlord in writing within Tenant's Review Period will conclusively
be deemed Tenant's approval and acceptance thereof.  If Tenant objects to the
fair market rental rate submitted by Landlord within Tenant's Review Period,
then Landlord and Tenant will attempt in good faith to agree upon such fair
market rental rate using their best good faith efforts.  If Landlord and Tenant
fail to reach agreement on such fair market rental rate within fifteen (15) days
following the expiration of Tenant's Review Period (the "Outside Agreement
Date"), then each party's determination will be submitted to appraisal in
accordance with the provisions below.


                                      - 1 -
<PAGE>
(e)  (i)  Landlord and Tenant shall each appoint one independent,
unaffiliated real estate broker (referred to herein as an "appraiser" even
though only a broker) who has been active over the five (5) year period ending
on the date of such appointment in the leasing of high-rise office space in the
Comparison Area.  Each such appraiser will be appointed within thirty (30) days
after the Outside Agreement Date.
(ii) The two (2) appraisers so appointed will within fifteen (15) days of
the date of the appointment of the last appointed appraiser agree upon and
appoint a third appraiser who shall be qualified under the same criteria set
forth hereinabove for qualification of the initial two (2) appraisers.

(iii) The determination of the appraisers shall be limited solely to the
issue of whether Landlord's or Tenant's last proposed (as of the Outside
Agreement Date) new Monthly Base Rent for the Premises is the closest to the
actual new Monthly Base Rent for the Premises as determined by the appraisers,
taking into account the requirements of Paragraph (c) and this Paragraph (e)
regarding same.
(iv) The three (3) appraisers shall within thirty (30) days of the
appointment of the third appraiser reach a decision as to whether the parties
shall use Landlord's or Tenant's submitted new Monthly Base Rent, and shall
notify Landlord and tenant thereof.
(v)  The decision of the majority of the three (3) appraisers shall be
binding upon Landlord and Tenant and neither party will have the right to reject
the determination or undo the exercise of the Extension Option.  The cost of
each party's appraiser shall be the responsibility of the party selecting such
appraiser, and the cost of the third appraiser (or arbitration, if necessary)
shall be shared equally by Landlord and Tenant.
(vi) If either Landlord or Tenant fails to appoint an appraiser within the
time period in Paragraph (e)(i) herein above, the appraiser appointed by one of
them shall reach a decision, notify Landlord and Tenant thereof and such
appraiser's decision shall be binding upon Landlord and Tenant and neither party
will have the right to reject the determination or undo the exercise of the
Extension Option.
(vii) If the two (2) appraisers fail to agree and appoint a third appraiser,
both appraisers shall be dismissed and the matter to be decided shall be
forthwith submitted to binding arbitration under the provisions of the American
Arbitration Association.
(viii) In the event that the new Monthly Base Rent is not established prior
to end of the initial Term of the Lease, the Monthly Base Rent immediately
payable at the commencement of the Option Term shall be the Monthly Base Rent
determined by Landlord.  Notwithstanding the above, once the fair market rental
is determined in accordance with this section, the parties shall settle any
overpayment on the next Monthly Base Rent payment date falling not less than
thirty (30) days after such determination.

41.  OPTION.
(a)  As used in this Paragraph, the word "Option" means the Extension Option
pursuant to Paragraph 40 herein.
(b)  The Option is personal to the original Tenant executing this Lease and
may be exercised only by the original Tenant executing this Lease while
occupying the entire Premises and without the intent of thereafter, assigning
this Lease or subletting the Premises and may not be exercised or be assigned,
voluntarily or involuntarily, by any person or entity other than the original
Tenant executing this Lease.  The Option is not assignable separate and apart
from this Lease, nor may the Option be separated from this


                                      - 2 -
<PAGE>
Lease in any manner, either by reservation or otherwise.

(c)  Tenant shall have no right to exercise the Option, notwithstanding any
provision of the grant of Option to the contrary, and Tenant's exercise of the
Option may be nullified by Landlord and deemed of no further force and effect,
if (i) Tenant shall be in default of any monetary obligation or material
non-monetary obligation under the terms of this Lease as of Tenant's exercise of
the Option or at any time after the exercise of such Option and prior to the
commencement of the Option event, or (ii) Landlord has given Tenant two (2) or
more notices of default, whether or not such defaults are subsequently cured,
during any twelve (12) consecutive month period.


                                      - 3 -
<PAGE>
                                    SITE PLAN
                                    ---------



                                [graphic shown]



                               KOLL CENTER IRVINE

                                OUTLINE OF FLOOR

                                PLAN OF PREMISES
                                ----------------


                                [graphic shown]



                                   Suite 1170
                               3875 Rentable S.F.




                                      - 4 -
<PAGE>
                   RENTABLE SQUARE FEET AND USABLE SQUARE FEET
                   -------------------------------------------

1.   The term "Rentable Square Feet" as used in the Lease will be deemed to
include: (a) with respect to the Premises, the usable area of the Premises
determined in accordance with the Method fro Measuring Floor Area in Office
Buildings, ANSI Z65.1-1996 (the "BOMA Standard"), plus a pro rata portion of the
main lobby area on the ground floor and all elevator machine rooms, electrical
and telephone equipment rooms and mail delivery facilities and other areas used
by all tenants of the Building, if any, plus (i) for single tenancy floors, all
the area covered by the elevator lobbies, corridors, special stairways,
restrooms, mechanical rooms, electrical rooms and telephone closets on such
floors, or (ii) for multiple tenancy floors, a pro-rata portion of all of the
area covered by the elevator lobbies, corridors, special stairways, restrooms,
mechanical rooms, electrical rooms and telephone closets on such floor; and (b)
with respect to the Building, the total rentable area for all floors in the
Building computed in accordance with the provisions of Subparagraph 1(a) above.
In calculating the "Rentable Square Feet" of the Premises or the Building, the
area contained within the exterior walls of the Building stairs, fire towers,
vertical ducts, elevator shafts, flues, vents, stacks and major pipe shafts will
be excluded.

2.   The term "Usable Square Feet" as used in Exhibit "C" with respect to the
                                              ----------
Premises, if applicable, will be deemed to include the usable area of the
Premises as determined in accordance with the BOMA Standard.

3.   For purposes of establishing Tenant's Percentage, Tenant's Operating
Expense Allowance, and Monthly Base Rent a shown in Paragraph 1 of the Lease,
the number of Rentable Square Feet of the Premises is deemed to be as set forth
in Subparagraph 1(g) of the Lease, and the number of Rentable Square Feet of the
Building is deemed to be as set forth in Subparagraph 1(f) of the Lease.  For
purposes of establishing the amount of the Tenant Improvement Allowance in
Exhibit "C" (if applicable), the number of Usable Square Feet of the Premises is
----------
deemed to be as set forth in Subparagraph 1(g).  From time to time at Landlord's
option, Landlord's architect may redetermine the actual number of Rentable
Square Feet of the Premises, and the Building, and the actual number of Usable
Square Feet of the Premises respectively, based upon the criteria set forth in
Paragraph 1 and Paragraph 2 above, which determination will be conclusive, and
thereupon Tenant's Percentage, Tenant's Operating Expense Allowance, Monthly
Base Rent and (if applicable) the Tenant Improvement Allowance will be adjusted
accordingly.


                                  EXHIBIT "B"
                                  -----------
                                      -1-

<PAGE>
                              WORK LETTER AGREEMENT
                              ---------------------
                                   [ALLOWANCE]

This WORK LETTER AGREEMENT ("Work Letter Agreement") is entered into as of the
      day of          ,      by and between WORLD TRADE CENTER BUILDING, INC., a
corporation ("Landlord"), and ENTERPRISE PROFIT SOLUTIONS CORPORATION, a
Delaware corporation ("Tenant").

                                 R E C I T A L S
                                 - - - - - - - -

A.   Concurrently with the execution of this Work Letter Agreement, Landlord
and Tenant have entered into a lease (the "Lease") covering certain premises
(the "Premises") more particularly described in Exhibit "A" attached to the
Lease.  All terms not defined herein have the same meaning as set forth in the
Lease.  To the extent applicable, the provisions of the Lease are incorporated
herein by this reference.

B.   In order to induce Tenant to enter into the Lease and in consideration of
the  mutual  covenants  hereinafter  contained,  Landlord  and  Tenant  agree as
follows:

1.   TENANT IMPROVEMENTS. As used in the Lease and this Work Letter
Agreement, the term "Tenant Improvements") or "Tenant Improvement Work" means
those items of general tenant improvement construction shown on the Final Plans
(described in Paragraph 4 below), more particularly described in Paragraph 5
below.

2.   WORK SCHEDULE. Within ten (10) days after the execution of this Lease,
Landlord will deliver to Tenant, for Tenant's review and approval, a schedule
("Work Schedule") which will set forth the timetable for the planning and
completion of the installation of the Tenant Improvements and the Commencement
Date of the Lease.  The Work Schedule will set forth each of the various items
of work to be done or approval to be given by Landlord and Tenant in connection
with the completion of the Tenant Improvements.  The Work Schedule will be
submitted to Tenant for its approval, which approval Tenant agrees not to
unnecessarily withhold, and, once approved by both Landlord and Tenant, the Work
Schedule will become the basis for completing the Tenant Improvements.  All
plans and drawings required by this Work Letter Agreement and all work performed
pursuant thereto are to be prepared and performed in accordance with the Work
Schedule.  Landlord may, from time to time during construction of the Tenant
Improvements, modify the Work Schedule as Landlord reasonably deems appropriate.
If Tenant fails to approve the Work Schedule, as it may be modified after
discussions between Landlord and Tenant within five (5) business days after the
date the Work Schedule is first received by Tenant, the Work Schedule shall be
deemed to be approved by Tenant as submitted or Landlord may, at its option,
terminate the Lease upon written notice to Tenant.

3.   CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following
person(s) as Landlord's representative ("Landlord's Representative") to act for
Landlord in all matters covered by this Work Letter Agreement:  Scott Sheridan.
                                                                ==============

                                  EXHIBIT "C"
                                  -----------
                                      -1-


<PAGE>
Tenant hereby appoints the following person(s) as Tenant's representative
("Tenant's Representative") to act for Tenant in all matters covered by this
Work Letter Agreement:                                                   .
                      ---------------------------------------------------

All communications with respect to the matters covered by this Work Letter
Agreement are to be made to Landlord's Representative or Tenant's Representative
, as the case may be, in writing in compliance with the notice provisions of the
Lease.  Either party may change its representative under this Work Letter
Agreement at any time by written notice to the other party in compliance with
the notice provisions of the Lease.

4.   TENANT IMPROVEMENT PLANS.

(a)  PREPARATION OF SPACE PLANS. In accordance with the Work Schedule,
Tenant agrees to meet with Landlord's architect and/or space planner for the
purpose of promptly preparing preliminary space plans for the layout of Premises
("Space Plans").  The Space Plans are to be sufficient to convey the
architectural design of the Premises and layout of the Tenant Improvements
therein and are to be submitted to Landlord in accordance with the Work Schedule
for Landlord's approval.  If Landlord reasonably disapproves any aspect of the
Space Plans, Landlord will advise Tenant in writing of such disapproval and the
reasons therefor in accordance with the Work Schedule for Landlord's approval.
If Landlord reasonably disapproves any aspect of the Space Plans, Landlord will
advise Tenant in writing of such disapproval and the reasons therefor in
accordance with the Work Schedule.  Tenant will then submit to Landlord for
Landlord's approval, in accordance with the Work Schedule, a redesign of the
Spaced Plans incorporating the revisions reasonably required by Landlord.

(b)  PREPARATION OF FINAL PLANS. Based on the approved Space Plans, and in
accordance with the Work Schedule, Landlord's architect will prepare complete
architectural plans, drawings and specifications and complete engineered
mechanical, structural and electrical working drawings for all of the Tenant
Improvements for the Premises (collectively, the "Final Plans").  The Final
Plans will show: (a) the subdivision (including partitions and walls), layout,
lighting, finish and decoration work (including carpeting and other floor
coverings) for the Premises; (b) all internal and external communications and
utility facilities which will require conduiting or other improvements from the
base Building shell work and/or within common areas; and (c) all other
specifications for the Tenant Improvements.  The Final Plans will be submitted
to Tenant for signature to confirm that they are consistent with the Space
Plans.  If Tenant reasonably disapproves any aspect of the Final Plans based on
any inconsistency with the Space Plans, Tenant agrees to advise Landlord in
writing of such disapproval and the reasons therefor within the time frame set
froth in the Work Schedule.  In accordance with the Work Schedule, Landlord will
then cause Landlord's architect to redesign the Final Plans incorporating the
revisions reasonably requested by Tenant so as to make the Final Plans
consistent with the Space Plans.

(c)  REQUIREMENTS OF TENANT'S FINAL PLANS. Tenant's Final Plans will include
locations and complete dimensions, and the Tenant Improvements, as shown on the
Final Plans, will: (i) be compatible with the Building shell and with the
design, construction and equipment of the Building; (ii) if not comprised of the
Building Standards set forth in the written description thereof, (the
"Standards"), then compatible with and of at least equal quality as the
Standards and

                                  EXHIBIT "C"
                                  -----------
                                      -2-

<PAGE>
approved by Landlord; (iii) comply with all applicable laws, ordinances, rules
and regulations of all governmental authorities having jurisdiction, and all
applicable insurance regulations; (iv) not require Building service beyond the
level normally provided to other tenants in the Building and will not overload
the Building floors; and (v) be of a nature and quality consistent with the
overall objectives of Landlord for the Building, as determined by Landlord in
its reasonable but subjective discretion.

(d)  SUBMITTAL OF FINAL PLANS. Once approved by Landlord and Tenant,
Landlord's architect will submit the Final Plans to the appropriate governmental
agencies for plan checking and the issuance of a building permit.  Landlord's
architect, with Tenant's cooperation, will make changes to the Final Plans which
are requested the applicable governmental authorities to obtain the building
permit. After approval of the Final Plans not further changes may be made
without the prior written approval of both Landlord and Tenant, and then only
after agreement by Tenant to pay any excess costs resulting from the design
and/or construction of such changes.  Tenant hereby acknowledges that any such
changes will be subject to the terms of Paragraph 10 below.

(e)  CHANGES TO SHELL OF BUILDING. If the Final Plans or any amendments
thereof or supplement thereto shall require changes in the Building shell, the
increased cost of the Building shell work caused by such changes will be paid
for by Tenant or charged against the "Allowance" described in Paragraph 5 below.

(f)  WORK COST ESTIMATE AND STATEMENT. Prior to the commencement of
construction of any of the Tenant Improvements shown on the Final Plans,
Landlord will submit to Tenant a written estimate of the cost to complete the
Tenant Improvement Work, which written estimate will be based on the Final Plans
taking into account any modifications which may be required to reflect changes
in the Final Plans required by the City or County in which the Premises are
located (the "Work Cost Estimate").  Tenant will either approve the Work Cost
Estimate or disapprove specific items and submit to Landlord revisions to the
Final Plans to reflect deletions of and/or substitutions for such disapproved
items.  Submission and approval of the Work Cost Estimate will proceed in
accordance with the Work Schedule.  Upon Tenant's approval of the Work Cost
Estimate (such approved Work Cost Estimate to be hereinafter known as the "Work
Cost Statement"), Landlord will have the right to purchase materials and to
commence the construction of the items included in the Work Cost Statement
pursuant to Paragraph 6 hereof.  If the total costs reflected in the Work Cost
Statement exceed the Allowance described in Paragraph 5 below, Tenant agrees to
pay such excess, as additional rent, within five (5) business days after
Tenant's approval of the Work Cost Estimate.  Throughout the course of
construction, any differences between the estimated Work Cost in the Work Cost
Statement and the actual Work Cost will be determined by Landlord and
appropriate adjustments and payments by Landlord or Tenant, as the case may be,
will be made within five (5) business days thereafter.

5.   PAYMENT FOR TENANT IMPROVEMENTS.

(a)  ALLOWANCE. Landlord hereby grants to Tenant a tenant improvement
allowance of $10.00 per Usable Square Foot of the Premises (the "Allowance").
             ------
The Allowance is to be used only for:


                                  EXHIBIT "C"
                                  -----------
                                      -3-

<PAGE>
(i)  Payment of the cost of preparing the Space Plans and the Final Plans,
including mechanical, electrical, plumbing and structural drawings and of all
other aspects necessary to complete the Final Plans.  The Allowance will not be
used for the payment of extraordinary design work not consistent with the scope
of the Standards (i.e., above-standard design work) or for payments to any other
consultants, designers or architects other than Landlord's architect and/or
Tenant's architect.

(ii) The payment of plan check, permit and license fees relating to
construction of the Tenant Improvements.

(iii) Construction of the Tenant Improvements, including, without
limitation, the following:

(aa) Installation within the Premises of all partitioning, doors, floor
coverings, ceilings, wall coverings and painting, millwork and similar items;

(bb) All electrical wiring, lighting fixtures, outlets and switches, and
other electrical work necessary for the Premises;

(cc) The furnishing and installation of all duct work, terminal boxes,
diffusers and accessories necessary for the heating, ventilation and air
conditioning systems within the Premises, including the cost of meter and key
control for after-hour air conditioning;

(dd) Any additional improvements to the Premises required for Tenant's use
of the Premises including, but not limited to, odor control, special heating,
ventilation and air conditioning, noise or vibration control, or other special
systems or improvements.

(ee) All fire and life safety control systems such as fire walls,
sprinklers, halon, fire alarms, including piping, wiring and accessories,
necessary for the Premises;

(ff) All plumbing, fixtures, pipes and accessories necessary for the
Premises;

(gg) Testing and inspection costs; and

(hh) Fees for Landlord's tenant improvement coordinator in the amount of
five percent (5%) of the actual Work Cost, and fees for the contractor
including, but not limited to, fees and costs attributable to general
conditions.

(iv) All other costs to be expended by Landlord in the construction of the
Tenant Improvements, including those costs incurred by Landlord for construction
of elements of the Tenant Improvements in the Premises, which construction was
performed by Landlord prior to the execution of this Lease by Landlord and
Tenant and which construction is for the benefit of tenants and is customarily
performed by Landlord prior the execution of Leases for space in the Building
for reasons of economics (examples of such construction would include, but not
be limited to, the extension of mechanical [including heating, ventilating and
air conditioning systems] and electrical distribution systems outside the core
of the Building, wall construction,


                                  EXHIBIT "C"
                                  -----------
                                      -4-

<PAGE>
column enclosures and painting outside of the core of the Building, ceiling
hanger wires and window treatment).

(b)  EXCESS COSTS. The cost of each item referenced in Paragraph 5(a) above
shall be charged against the Allowance.  If the Work Cost exceeds the Allowance,
Tenant agrees to pay to Landlord such excess including fees for the contractor
and Landlord's standard five percent (5%) fee for the tenant improvement
coordinator associated with the supervision of such excess work prior to the
commencement of construction within five (5) business days after invoice
therefor (less any sums previously paid by Tenant for such excess pursuant to
the Work Cost Estimate).  In no event will the allowance be used to pay for
Tenant's furniture, artifacts, equipment, telephone systems or any other item of
personal property which is not affixed to the Premises.

(c)  CHANGES. If, after the Final Plans have been prepared and the Work Cost
Estimate has been established, Tenant requires any changes or substitutions to
the Final Plans, any additional costs related thereto including fees for the
contractor and Landlord's standard five percent (5%) fee for the tenant
improvement coordinator associated with the supervision of such changes or
substitutions are to be paid by Tenant to Landlord prior to the commencement of
construction of the Tenant Improvements.  Any changes to the Final Plans will be
approved by Landlord and Tenant in the manner set forth in Paragraph 4 above and
will, if necessary, require the Work Cost Statement to be revised and agreed
upon between Landlord and Tenant in the manner set forth in Subparagraph 4(f)
above.  Landlord will have the right to decline Tenant's request for a change to
the Final Plans if such changes are inconsistent with the provisions of
Paragraph 4 above, or if the change would unreasonably delay construction of the
Tenant Improvements and the Commencement Date of the Lease.

(d)  GOVERNMENT COST INCREASES. If increases in the cost of the Tenant
Improvements as set forth in the Work Cost Statement are due to requirements of
any governmental agency, Tenant agrees to pay Landlord the amount of such
increase including fees for the contractor and Landlord's standard five percent
(5%) fee for the tenant improvement coordinator associated with the supervision
of such additional work within five (5) days of Landlord's written notice;
provided, however, that Landlord will first apply toward any such increase any
remaining balance of the Allowance.

(e)  UNUSED ALLOWANCE AMOUNTS. Any unused portion of the Allowance upon
completion of the Tenant Improvements will not be refunded to Tenant or be
available to Tenant as a credit against any obligations of Tenant under the
Lease unless Tenant has paid for excess costs as described in Subparagraphs
5(b), 5(c) or 5(d), in which case the unused Allowance may be applied toward
such excess cost amounts and paid to Tenant.

6.   CONSTRUCTION OF TENANT IMPROVEMENTS. Until Tenant approves the Final
Plans and Work Cost Statement, Landlord will be under no obligation to cause the
construction of any Tenant Improvements.  Following Tenant's approval of the
Work Statement described in Subparagraph 4(f) above and upon Tenant's payment of
the total amount by with such Work Statement exceeds the Allowance, if any,
Landlord's contractor will commence and diligently proceed with the construction
of the Tenant Improvements, subject to Tenant Delays (as described in Paragraph
9 below) and Force Majeure Delays (as described in Paragraph 10 below).


                                  EXHIBIT "C"
                                  -----------
                                      -5-

<PAGE>
7.   FREIGHT/CONSTRUCTION ELEVATOR. Landlord will, consistent with its
obligation to other tenants in the Building, if appropriate and necessary, make
the freight/construction elevator reasonably available to Tenant in connection
with initial decorating, furnishing and moving into the Premises.  Tenant agrees
to pay for any after-hours staffing of the freight/construction elevator, if
needed.

8.   COMMENCEMENT DATE AND SUBSTANTIAL COMPLETION.

(a)  COMMENCEMENT DATE. The Term of the Lease will commence on the date (the
"Commencement Date") which is the earlier of: (i) the date Tenant moves into the
Premises to commence operation of its business in all or any portion of the
Premises; or (ii) the date the Tenant Improvements have been "substantially
completed" (as described below); provided, however, that if substantial
completion of the Tenant Improvements is delayed as a result of any Tenant
Delays described in Paragraph 9 below, then the Commencement Date as would
otherwise have been established  pursuant to this Subparagraph 8(a)(ii) will be
accelerated by the number of days of such Tenant Delays.

(b)  SUBSTANTIAL COMPLETION; PUNCH-LIST. For purposes of Subparagraph
8(a)(ii) above, the Tenant Improvements will be deemed to be "substantially
completed" when Landlord's contractor certifies in writing to Landlord and
Tenant that Landlord: (a) is able to provide Tenant with reasonable access to
the Premises; (b) has substantially performed all of the Tenant Improvement Work
required to be performed by Landlord under this Work Letter Agreement, other
than decoration and minor "punch list" type items and adjustments which do not
materially interfere with Tenant's access to or use of the Premises; and (c) has
obtained a temporary certificate of occupancy or other required equivalent
approval from the local government authority permitting occupancy of the
Premises.  Within ten (10) days after receipt of such certificate from
Landlord's contractor, Tenant will conduct a walk-through inspection of the
Premises with Landlord and provide to Landlord a written punch-list specifying
those decoration and other punch-list items which require completion, which
items Landlord will thereafter diligently complete.

(c)  DELIVERY OF POSSESSION. Landlord agrees to deliver possession of the
Premises to Tenant when the Tenant Improvements have been substantially
completed in accordance with Subparagraph (b) above.  The parties estimate that
Landlord will deliver possession of the Premises to Tenant and the Term of this
Lease will commence on or before the estimated commencement date set forth in
the Work Schedule delivered to Tenant pursuant to Paragraph 2 above (the
"Projected Commencement Date").  Landlord agrees to use its commercially
reasonable efforts to cause the Premises to be substantially completed on or
before the Projected Commencement Date.  Tenant agrees that if Landlord is
unable to deliver possession of the Premises to Tenant prior to the Projected
Commencement Date, the lease will not be void or voidable, nor will Landlord be
liable to Tenant for any loss or damage resulting therefrom, but if  such late
delivery is due to Landlord's fault or due to any "Force majeure Delay(s), then
as   Tenant's sole remedy, the Commencement Date and the Expiration date of the
Term will be extended one (1) day for each day Landlord is delayed in delivering
possession of the Premises. to Tenant.


                                  EXHIBIT "C"
                                  -----------
                                      -6-

<PAGE>
(d)  EARLY ENTRY. Notwithstanding the fact that the Lease Term has not
commenced, Landlord agrees to permit Tenant to enter the Premises up to two (2)
weeks prior to the Commencement Date in order to commence the installation of
equipment and personal property.  Such entry shall be subject to all of the
conditions set forth in this paragraph below.  Such early entry is conditioned
upon Tenant and its contractors, employees, agents and invitees working in
harmony and not interfering with Landlord and its contractors and Landlord may
immediately terminate such early entry in the event of any such interference.
Tenant agrees that any such early entry is subject to the terms and conditions
of this Lease, except for those relating to the payment of rent and other
recurring monetary obligations which have a specific commencement time, which
provisions will become applicable in accordance with the terms of this Lease.
Without limiting the generality of the foregoing, such early occupancy shall be
conditioned upon Tenant first delivering to Landlord the items described in
Paragraph 4(a) of this Lease and Tenant shall be specifically bound by the terms
of Paragraph 8(Use), 18 (Assumption of Risk and Indemnification) and 19
(Insurance) of this Lease during such early entry period.

9.   TENANT DELAYS. For purposes of this Work Letter Agreement, "Tenant
Delays" means any delay in the completion of the Tenant Improvements resulting
from any or all of the following: (a) Tenant's failure to perform any of its
obligations pursuant to this Work Letter Agreement, including any failure to
complete, on or before the due date therefor, any action item which is Tenant's
responsibility pursuant to the Work Schedule delivered by Landlord to Tenant
pursuant to this Work Letter Agreement; (b) Tenant's changes to Space Plans or
Final Plans after Landlord's approval thereof; (c) Tenant's requests for
materials, finishes, or installations which are not readily available or which
are incompatible with the Standards; (d) any delay of Tenant in making payment
to Landlord for Tenant's share of the Work Cost; or (e) any other act or failure
to act by Tenant, Tenant's employees, agents, architects, independent
contractors, consultants and/or any other person performing or required to
perform services on behalf of Tenant.

10.  FORCE MAJEURE DELAYS. For purposes of this Work Letter, "Force Majeure
Delays" means any actual delay in the construction of the Tenant Improvements,
which is  beyond the reasonable control of Landlord or Tenant, as the case may
be, as described in Paragraph 33 of the Lease.


                                  EXHIBIT "C"
                                  -----------
                                      -7-

<PAGE>
IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this Work
Letter Agreement to be duly executed by their duly authorized representatives as
of the date of the Lease.


TENANT:                                    LANDLORD:

ENTERPRISE PROFIT SOLUTIONS                WORLD TRADE CENTER BUILDING, INC.,
CORPORATION,                               a corporation
a Delaware corporation
                                           By:  CB Richard Ellis, Inc.
                                           a Delaware corporation,
                                           Its Authorized Agent
By:  /s/ David Hoffman
   ---------------------------------
Print Name:   David Hoffman
           -------------------------
Print Title:  CEO                          By: /s/ Barry A Katz
            ------------------------          --------------------------------
                                              Print Name:   Barry A Katz
                                                         ---------------------
                                              Print Title:  Managing Partner
                                                          --------------------

By: /s/ David Ghlen
   ---------------------------------
Print Name:   David Ghlen
           -------------------------
Print Title:  (illegible)
            ------------------------



                                  EXHIBIT "C"
                                  -----------
                                      -7-

<PAGE>
                           NOTICE OF LEASE TERM DATES
                           --------------------------
                             AND TENANT'S PERCENTAGE
                             -----------------------

To:
   -------------------------
----------------------------
----------------------------
Date:
     -----------------------


Re:     Lease dated                                         (the "Lease"),
                   -----------------------------------------
        between                              , Landlord, and
               ------------------------------               --------------------
                         , Tenant, concerning Suite      located at
        -----------------                          ------          -------------
                             (the "Premises")
        ---------------------

To Whom It May Concern:

In accordance with the subject Lease, we wish to advise and /or confirm as
follows:

1.     That the Premises have been accepted by the Tenant as being substantially
complete in accordance with the subject Lease and that there is no deficiency in
construction except as my be indicated on the "Punch-List" prepared by Landlord
and Tenant, a copy of which is attached hereto.

2.     That the Tenant has possession of the subject Premises and acknowledges
that under the provision of the Lease the Commencement Date is                 ,
                                                              -----------------
and the Term of the Lease will expire on                    .
                                         -------------------
3.   That in accordance with the lease, rent commenced to accrue on            .
                                                                    -----------

4.     If the Commencement Date of the Lease is other than the first day of the
month, the first billing will contain a pro rata adjustment.  Each billing
thereafter will be for the full amount of the monthly installment as provided
for in the Lease.

5.     Rent is due and payable in advance on the first day of each and every
month during he Term of the Lease.  Your rent checks should be made payable to
at                                        .
  ----------------------------------------

6.     The number of Rentable Square Feet within the Premises is
                                                                ----------------
square feet as determined by Landlord's architect in accordance with the terms
of the Lease.

7.     The number of Rentable Square Feet within the Building is
                                                                ----------------
square feet as determined by Landlord's architect in accordance with the terms
of the Lease.

8.     Tenant's Percentage, as adjusted based upon the number of Rentable Square
Feet within the Premises, is        %.
                             -------


                                   EXHIBIT "D"
                                   -----------
                                      - 1 -


<PAGE>
                                      LANDLORD:

                                      ----------------------------------------

                                      a
                                      ----------------------------------------

                                      By:
                                         -------------------------------------

                                         -------------------------------------

                                      By:
                                         -------------------------------------
                                         Print Name:
                                                    --------------------------
                                         Print Title:
                                                     -------------------------


                                   SAMPLE ONLY
                               [NOT FOR EXECUTION]


                                   EXHIBIT "D"
                                   -----------
                                      - 2 -


<PAGE>
                        DEFINITION OF OPERATING EXPENSES
                        --------------------------------

     1.   Items included in Operating Expenses. The term "Operating Expenses" as
          ------------------------------------
               used in the Lease to which this Exhibit "E" is attached means:
               all costs and expenses of operation and maintenance of the
               Building and the Common Areas (as such terms are defined in the
               Lease), as determined by standard accounting practices,
               calculated assuming the Building is ninety-five percent (95%)
               occupied, including the following costs by way of illustration
               but not limitation, but excluding those items specifically set
               forth in Paragraph 3 below:

(a)  Real Property Taxes and Assessments (as defined in Paragraph 2 below)
and any taxes or assessments imposed in lieu thereof;

(b)  any and all assessments imposed with respect to the Building pursuant to
any covenants, conditions and restrictions affecting the Development, the Common
Areas or the Building;

(c)  water and sewer charges and the costs of electricity, heating,
ventilating, air conditioning and other utilities;

(d)  utilities surcharges and any other costs, levies or assessments
resulting from statutes or regulations promulgated by any government or
quasi-government authority in connection with the use, occupancy or alteration
of the Building or the Premises or the parking facilities serving the building
or the Premises;

(e)  costs of insurance obtained by Landlord;

(f)  waste disposal and janitorial services;

(g)  labor;

(h)  costs incurred in the management of the Building, including, without
limitation:  (i) supplies, (ii) wages and salaries (and payroll taxes and
similar government charges related thereto) of employees used in management,
operation and maintenance of the Building, (iii) Building management office
rental, supplies, equipment and related operating expenses, and (iv) a
management/administrative fee determined as a percentage of the annual gross
revenues of the Building exclusive of the proceeds of financing or a sale of the
Building and an administrative fee for the management of the Development Common
Area determined as a percentage of Development Common Area Operating Expenses;

(i)  supplies, materials, equipment and tools including rental of personal
property used for maintenance;

(j)  repair and maintenance of the elevators and the structural portions of
the Building, including the plumbing, ventilating, air-conditioning and
electrical systems installed or furnished by Landlord;


                                   EXHIBIT "E"
                                   -----------
                                      - 1 -

<PAGE>
(k)  maintenance, costs and upkeep of all parking and Development Common
Areas;

(l)  depreciation on a straight line basis and rental of personal property
used in maintenance;

(m)  amortization on a straight line basis over the useful life (together
with interest at the Interest Rate on the unamortized balance) of all
capitalized expenditures which are (i) reasonably intended to produce a
reduction in operating charges or energy consumption; or (ii) required under any
governmantal law or regulation that was not applicable to the Building at the
time it was originally constructed; or (iii) for replacement of any Building
equipment needed to operate the Building at the same quality levels as prior to
the replacement;

(n)  costs and expenses of gardening and landscaping;

(o)  maintenance of signs (other than signs of tenants of the Building);

(p)  personal property taxes levied on or attributable to personal property
used in connection with the Building or the Common Areas;

(q)  reasonable accounting, audit, verification, legal and other consulting
fees; and

(r)  costs and expenses of repairs, resurfacing, repairing, maintenance,
painting, lighting, cleaning, refuse removal, security and similar items,
including appropriate reserves (amortized, if appropriate, as described in (m)
                               -----------------------------------------------
above.
-----

(s)  When calculating Operating Expenses for purposes of establishing
Tenant's Operating Expense Allowance, Operating Expenses shall not include Real
Property Taxes and Assessments attributable to special assessments, charges,
costs, or fees or due to modifications or changes in governmental laws or
regulations including, but not limited to, the institution of a split tax roll,
and shall exclude market-wide labor-rate increases due to extraordinary
circumstances including, but not limited to, boycotts and strikes and utility
increases due to extraordinary circumstances including, but not limited to,
conservation surcharges, boycotts, embargoes or other shortages.

2.   Real Property Taxes and Assessments. The term "Real Property Taxes and
     -----------------------------------
Assessments", as used in this Exhibit "E", means: any form of assessment,
license fee, business license fee, commercial rental tax, levy, charge,
improvement bond, tax or similar imposition imposed by any authority having the
direct power to tax, including any city, county, state or federal government, or
any school, agricultural, lighting, drainage or other improvement or special
assessment district thereof, as against any legal or equitable interest of
Landlord in the Premises, Building, Common Areas or the Development (as such
terms are defined in the Lease), adjusted to reflect an assumption that the
Building is fully assessed for real property tax purposes as a completed
building ready for occupancy, including the following by way of illustration but
not limitation;

(a)  any tax on Landlord's "right" to rent or "right" to other income from
the Premises or as against Landlord's business of leasing the Premises;


                                   EXHIBIT "E"
                                   -----------
                                      - 2 -

<PAGE>
(b)  any assessment, tax, fee, levy or charge in substitution, partially or
totally, of any assessment, tax, fee, levy or charge previously included within
the definition of real property tax, it being acknowledged by Tenant and
Landlord that Proposition 13 was adopted by the voters of the State of
California in the June, 1978 election and that assessments, taxes, fees, levies
and charges may be imposed by governmental agencies for such services as fire
protection, street, sidewalk and road maintenance, refuse removal and for other
governmental services formerly provided without charge to property owners or
occupants.  It is the intention of Tenant and Landlord that all such new and
increased assessments, taxes, fees, levies and charges be included within the
definition of "real property taxes" for the purposes of this Lease;

(c)  any assessment, tax, fee, levy or charge allocable to or measured by the
area of the Premises or other premises in the Building or the rent payable by
Tenant hereunder or other tenants of the Building; including, without
limitation, any gross receipts tax or excise tax levied by state, city or
federal government, or any political subdivision thereof, with respect to the
receipt of such rent, or upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Premises, or any portion thereof but not on Landlord's other
operations;

(d)  any assessment, tax, fee, levy or charge upon this transaction or any
document to which Tenant is a party, creating or transferring an interest or an
estate in the Premises; and/or

(e)  any assessment, tax, fee, levy or charge by any governmental agency
related to any transportation plan, fund or system (including assessment
districts) instituted within the geographic area of which the Building is a
part.

Notwithstanding anything to the contrary contained in this Lease, the amount of
Real Property Taxes and Assessments, included in the Operating Expense Allowance
shall be calculated exclusive of any reduction achieved pursuant to the
California Revenue and Taxation Code, Paragraph 51 ("Proposition 8 reduction").
If, in any year subsequent to the base year (the "Adjustment Year"), the amount
of Real Property Taxes and Assessments decrease as a result of a Proposition 87
reduction, then for purposes of all subsequent years, including the year in
which such decrease in Real Property Taxes and Assessments occurred, the Real
Property Taxes and Assessments deemed attributable to the Operating Expense
Allowance shall be decreased by an amount equal to the decrease in Real Property
Taxes and Assessments in the Adjustment Year.  Conversely, if the Real Property
Taxes and Assessments thereafter are increased during any year subsequent to the
Adjustment Year (the "Readjustment Year") as a result of Landlord's failure to
secure a Proposition 8 reduction which is greater than or equal to the
Proposition 9 reduction secured during the Adjustment Year, then for purposes of
all subsequent years, including the year in which such increase in Real Property
Taxes and Assessments occurred, the Real Property Taxes and Assessments deemed
attributable to the Operating Expense Allowance shall be increased by an amount
equal to the increase in Real Property Taxes and Assessments during such
Readjustment Year which resulted from Landlord's failure to secure a Proposition
8 reduction greater than or equal to the Proposition 8 reduction secured during
the Adjustment Year.  Landlord and Tenant acknowledge that this paragraph is not
intended to in any way affect (A) the statutory two percent (2.0%) annual
increase in Real Property Taxes and Assessments (as such statutory increase may
be modified by subsequent legislation), or (B) the inclusion of taxes


                                   EXHIBIT "E"
                                   -----------
                                      - 3 -

<PAGE>
pursuant to the terms of Proposition 13, the inclusion of which taxes is
governed by the terms of Paragraph 2(b) above.

3.   Items Excluded From Operating Expenses. Notwithstanding the provisions
     --------------------------------------
of Paragraphs 1 and 2 above to the contrary, "Operating Expenses" will not
include:

(a)  Landlord's federal or state income, franchise, inheritance or estate
taxes;

(b)  any ground lease rental;

(c)  costs incurred by Landlord for the repair of damage to the Building to
the extent that Landlord is reimbursed by insurance or condemnation proceeds or
by tenants, warrantors or other third persons;

(d)  depreciation, amortization and interest payments, except as specifically
provided herein, and except on materials, tools, supplies and vendor-type
equipment purchased by Landlord to enable Landlord to supply services Landlord
might otherwise contract for with a third party, where such depreciation,
amortization and interest payments would otherwise have been included in the
charge for such third party's services, all as determined in accordance with
standard accounting practices;

(e)  brokerage commissions, finders' fees, attorneys' fees, space planning
costs and other costs incurred by Landlord in leasing or attempting to lease
space in the Building;

(f)  costs of a capital nature, including, without limitation, capital
improvements, capital replacements, capital repairs, capital equipment and
capital tools, all as determined in accordance with standard accounting
practices; provided, however, the capital expenditures set forth in Subparagraph
1(m) above will in any event be included in the definition of Operating
Expenses;

(g)  interest, principal, points and fees on debt or amortization on any
mortgage, deed of trust or other debt encumbering the Building or the
Development;

(h)  costs, including permit, license and inspection costs, incurred with
respect to the installation of tenant improvements for tenants in the Building
(including the original Tenant Improvements for the Premises), or incurred
renovating or otherwise improving, decorating, painting or redecorating space
for Tenants or other occupants of the Building, including space planning and
interior design costs and fees;

(i)  attorneys' fees and other costs and expenses incurred in connection with
negotiations or disputes with present or prospective tenants or other occupants
of the Building; provided, however, that Operating Expenses will include those
attorneys' fees and other costs and expenses incurred in connection with
negotiations, disputes or claims relating to items of Operating Expenses,
enforcement of rules and regulations of the Building, and such other matters
relating to the maintenance of standards required of Landlord under the Lease;


                                   EXHIBIT "E"
                                   -----------
                                      - 4 -

<PAGE>
(j)  except for the administrative/management fees described in Subparagraph
1(h) above, costs of Landlord's general corporate overhead;

(k)  all items and services for which Tenant or any other tenant in the
Building reimburses Landlord (other than through operating expense pass-through
provisions);

(l)  electronic power costs for which any tenant directly contracts with the
local public service company; and

(m)  costs arising from Landlord's charitable or political contributions.


                                   EXHIBIT "E"
                                   -----------
                                      - 5 -

<PAGE>
                      STANDARDS FOR UTILITIES AND SERVICES
                      ------------------------------------

The following standards for utilities and services are in effect.  Landlord
reserves the right to adopt nondiscriminatory modifications and additions
hereto.

Subject to the terms and conditions of the Lease and provided Tenant remains in
occupancy of the Premises, Landlord will provide or make available the following
utilities and services:

1.   Provide non-attended automatic elevator facilities Monday through Friday,
except holidays, from 8 a.m. to 6 p.m., and have one elevator available for
Tenant's use at all other times.

2.   On Monday through Friday, except holidays, from 8 a.m. to 6 p.m. and on
Saturday from 8 a.m. to 12 Noon (and at other times for a reasonable additional
charge to be fixed by Landlord), ventilate the Premises and furnish air
conditioning and heating on such days and hours, when in the reasonable judgment
of Landlord it may be required for the comfortable occupancy of the Premises.
The air conditioning system achieves maximum cooling when the window coverings
are extended to the full length of the window opening and adjusted to a 45
angle upwards.  Landlord will not be responsible for room temperatures if Tenant
does not keep all window coverings in the Premises extended to the full length
of the window opening and adjusted to a 45  angle upwards whenever the system is
in operation.  Tenant agrees to cooperate fully at all times with Landlord, and
to abide by all reasonable regulations and requirements which Landlord may
prescribe for the proper function and protection of said air conditioning
system.  Tenant agrees not to connect any apparatus, device, conduit or pipe to
the chilled and hot water air conditioning supply lines of the Building.  Tenant
further agrees that neither Tenant nor its servants, employees, agents,
visitors, licensees or contractors shall at any time enter the mechanical
installations or facilities of the Building or the Development or adjust, tamper
with, touch or otherwise in any manner affect said installations or facilities.
The cost of maintenance and service calls to adjust and regulate the air
conditioning system will be charged to Tenant if the need for maintenance work
results from either Tenant's adjustment of room thermostats or Tenant's failure
to comply with its obligations under this Exhibit, including keeping window
coverings extended to the full length of the window opening and adjusted to a 45
angle upwards.  Such work will be charged at hourly rates equal to the
then-current journeyman's wages for air conditioning mechanics.

3.   Landlord will make available to the Premises, 24 hours per day, seven
days a week, electric current as required by the Building standard office
lighting and fractional horsepower office business machines including copiers,
personal computers and word processing equipment in an amount not to exceed six
(6) watts per square foot per normal business day.  Tenant agrees, should its
electrical installation or electrical consumption be in excess of the aforesaid
quantity or extend beyond normal business hours, to reimburse Landlord monthly
for the measured consumption at the average cost per kilowatt-hour charged to
the Building during the period.  If a separate meter is not installed at
Tenant's cost, such excess cost will be established by an estimate agreed upon
by Landlord and Tenant, and if the parties fail to agree, such cost will be
established by an independent licensed engineer selected in Landlord's
reasonable discretion, whose fee shall be shared equally by Landlord and Tenant.
Tenant agrees not to use any


                                   EXHIBIT "F"
                                   -----------
                                      - 1 -

<PAGE>
apparatus or device in, upon or about the Premises (other than standard office
business machines, personal computers and word processing equipment) which may
in any way increase the amount of such services usually furnished or supplied to
said Premises, and Tenant further agrees not to connect any apparatus or device
with wires, conduits or pipes, or other means by which such services are
supplied, for the purpose of using additional or unusual amounts of such
services without the written consent of Landlord. Should Tenant use the same to
excess, the refusal on the part of Tenant to pay upon demand of Landlord the
amount established by Landlord for such excess charge will constitute a breach
of the obligation to pay rent under this Lease and will entitle Landlord to the
rights therein granted for such breach. Tenant's use of electric current will
never exceed the capacity of the feeders to the Building, or the risers or
wiring installation and Tenants will not install or use or permit the
installation or use of any computer or electronic data processing equipment in
the Premises (except standard office business machines, personal computers and
word processing equipment) without the prior written consent of Landlord.

4.   Water will be available in public areas for drinking and lavatory
purposes only, but if Tenant requires, uses or consumes water for any purpose in
addition to ordinary drinking and lavatory purposes, of which fact Tenant
constitutes Landlord to be the sole judge, Landlord may install a water meter
and thereby measure Tenant's water consumption for all purposes.  Tenant agrees
to pay Landlord for the cost of the meter and the cost of the installation
thereof and throughout the duration of Tenant's occupancy Tenant will keep said
meter and installation equipment in good working order and repair at Tenant's
own cost and expense, in default of which Landlord may cause such meter and
equipment to be replaced or repaired and collect the cost thereof from Tenant.
Tenant agrees to pay for water consumed, as shown on such meter, as and when the
bills are rendered, and on default in making such payment, Landlord may pay such
charges and collect the same from Tenant.  Any such costs or expenses incurred,
or payments made by Landlord for any of the reasons or purposes hereinabove
stated will be deemed to be additional rent payable by Tenant and collectable by
Landlord as such.

5.   Landlord will provide janitor service to the Premises, provided the same
are used exclusively as offices, and are kept reasonably in order by Tenant, and
unless otherwise agreed to by Landlord and Tenant no other than persons approved
by Landlord shall be permitted to enter the Premises for such purposes.  If the
Premises are not used exclusively as offices, they will be kept clean and in
order by Tenant, at Tenant's expense, and to the satisfaction of Landlord, and
by persons approved by Landlord.  Tenant agrees to pay to Landlord the cost of
removal of any of Tenant's refuse and rubbish to the extent that the same
exceeds the refuse and rubbish usually attendant upon the use of the Premises as
offices.

6.   Landlord reserves the right to stop service of the elevator, plumbing,
ventilation, air conditioning and electrical systems, when necessary, by reason
of accident or emergency or for repairs, alterations or improvements, when in
the judgment of Landlord such actions are desirable or necessary to be made,
until said repairs, alterations or improvements shall have been completed, and
Landlord will have no responsibility or liability for failure to supply elevator
facilities, plumbing, ventilating, air conditioning or electric service, when
prevented from so doing by strike or accident or by any cause beyond Landlord's
reasonable control, or by laws, rules, orders, ordinances, directions,
regulations or by reason of the requirements of any federal, state, county or
municipal authority or failure of gas, oil or other suitable fuel supply or
inability


                                   EXHIBIT "F"
                                   -----------
                                      - 2 -

<PAGE>
by exercise of reasonable diligence to obtain gas, oil or other suitable fuel
supply. It is expressly understood and agreed that any covenants on Landlord's
part to furnish any services pursuant to any of the terms, covenants,
conditions, provisions or agreements of this Lease, or to perform any act or
thing fro the benefit of Tenant, will not be deemed breached if Landlord is
unable to furnish or perform the same by virtue of a strike or labor trouble or
any other cause whatsoever beyond Landlord's control.


                                   EXHIBIT "F"
                                   -----------
                                      - 3 -

<PAGE>
                              ESTOPPEL CERTIFICATE
                              --------------------

The undersigned,                                             ("Tenant"), hereby
                --------------------------------------------
certifies to                                        , as follows:
            ----------------------------------------

1.     Attached hereto is a true, correct and complete copy of that certain
lease dated                    , between                              , a
            -------------------          -----------------------------
                     ("Landlord") and Tenant (the "Lease"), regarding the
--------------------
premises located at                                     (the "Premises").
                   -------------------------------------
The Lease is now in full force and effect and has not been amended, modified or
supplemented, except as set forth in Paragraph 4 below.

2.     The Term of the Lease commenced on                              ,
                                         ------------------------------
-------.

3.     The Term of the Lease will expire on                              ,
                                            -----------------------------
-------.

     4.   The Lease has (initial one)

(          ) not been amended, modified, supplemented, extended, renewed or
 ----------
assigned.
(          ) been amended, modified, supplemented, extended, renewed or assigned
 ----------
by the following described terms or agreements, copies of which are attached
hereto:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

5.   Tenant has accepted and is now in possession of the Premises.

6.   Tenant and Landlord acknowledge that Landlord's interest in the Lease
will be assigned to                                    and that no modification,
                    ----------------------------------
adjustment, revision or cancellation of the Lease or amendments thereto shall be
effective unless written consent of                               is obtained,
                                    ------------------------------
and that until further notice, payments under the Lease may continue as
heretofore.

7.   The amount of Monthly Base Rent is $                            .
                                         ----------------------------

8.   The amount of Security Deposit (if any) is $                      . No
                                                 ----------------------
other security deposits have been made except as follows:

-------------------------------------------------------------------------------

-----------------------------------------.

9.     Tenant is paying the full lease rental which ahs been paid in full as of
the date hereof.  No rent or other charges under the Lease have been paid for
more than thirty (30) days in advance of its due date except as follows:

-------------------------------------------------------------------------------

------------------------------------------.


                                  EXHIBIT "G"
                                      -1-

<PAGE>
10.  All work required to be performed by Landlord under the Lease has been
completed except as follows:                                             .
                            ---------------------------------------------

11.  There are no defaults on the part of the Landlord or Tenant under the
Lease except as follows:                                                  .
                        --------------------------------------------------

12.  Neither Landlord nor Tenant has any defense as to its obligations under
the Lease and claims no set-off or counterclaim against the other party except
as follows:
           ------------------------------------------------------------------

-----------------------------------------------------------------------------.

13.  Tenant has no right to any concession (rental or otherwise) or similar
compensation in connection with renting the space it occupies other than as
provided in the Lease except as follows:
                                        -----------------------------------

--------------------------------------------------------------------------.

14.  All provisions of the Lease and the amendments thereto (if any) referred
to above are hereby ratified.

The foregoing certification is made with the knowledge that
                                                            -------------------
                          is relying upon the representations herein made in
--------------------------
funding a loan to Landlord in Purchasing the Premises.

IN WITNESS WHEREOF, this certificate has been duly executed and delivered by the
authorized officers of the undersigned as of                       ,           .
                                             ---------------------- -----------

TENANT:

----------------------------------
a
 ---------------------------------

            SAMPLE ONLY
By:                                                 [NOT FOR EXECUTION]
   -----------------------------------------
   Print Name:
              ------------------------------
   Print Title:
               -----------------------------


By:
   -----------------------------------------
   Print Name:
              ------------------------------
   Print Title:
               -----------------------------


                                  EXHIBIT "G"
                                      -2-

<PAGE>
                              RULES AND REGULATIONS
                              ---------------------

A.     General Rules and Regulations.  The following rules and regulations
       -----------------------------
govern the use of the Building and the Development Common Areas.  Tenant will be
bound by such rules and regulations and agrees to cause Tenant's Authorized
                                               --
Users, its employees, subtenants, assignees, contractors, suppliers, customers
and invitees to observe the same.

1.     Except as specifically provided in the Lease to which these Rules and
Regulations are attached, no sign, placard, picture, advertisement, name or
notice may be installed or displayed on any part of the outside or inside of the
Building or the Development without the prior written consent of Landlord.
Landlord will have the right to remove, at Tenant's expense and without notice,
any sign installed or displayed in violation of this rule.  All approved signs
or lettering on doors and walls are to be printed, painted, affixed or inscribed
at the expense of Tenant and under the direction of Landlord by a person or
company designated or approved by Landlord.

2.     If Landlord objects in writing to any curtains, blinds, shades, screens
or hanging plants or other similar objects attached to or used in connection
with any window or door of the Premises, or placed on any windowsill, which is
visible from the exterior of the Premises, Tenant will immediately discontinue
such use.  Tenant agrees not to place anything against or near glass partitions
or doors or windows which may appear unsightly from outside the Premises
including from within any interior common areas.

3.     Tenant will not obstruct any sidewalks, halls, passages exits, entrances,
elevators, escalators, or stairways of the Development.  The halls, passages,
exits, entrances, elevators and stairways are not open to the general public,
but are open, subject to reasonable regulations, to Tenant's business invitees.
Landlord will in all cases retain the right to control and prevent access
thereto of all persons whose presence in the reasonable judgment of Landlord
would be prejudicial to the safety, character, reputation, and interest of the
Development and its tenants, provided that nothing herein contained will be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal or unlawful activities.  No tenant and no employee or invitee of any
tenant will go upon the roof of the Building.

4.     Tenant will not obtain for use on the Premises, ice, drinking water,
food, food vendors, beverage, towel or other similar services or accept
barbering or bootblacking service upon the Premises, except at such reasonable
hours and under such reasonable regulations as may be fixed by Landlord.
Landlord expressly reserves the right to absolutely prohibit solicitation,
canvassing, distribution of handbills or any other written material, peddling,
sales and displays of products, goods and wares in all portions of the
Development except as may be expressly permitted under the Lease.  Landlord
reserves the right to restrict and regulate the use of the common areas of the
Development and Building by invitees of tenants providing services to tenants on
a periodic or daily basis including food and beverage vendors.  Such
restrictions may include limitations on time, place, manner and duration of
access to Tenant's premises for such purposes.  Without limiting the foregoing,
Landlord may require that such parties use service


<PAGE>
elevators, halls, passageways and stairways for such purposes to preserve access
within the Building for tenants and the general public.

5.     Landlord reserves the right to require tenants to periodically provide
Landlord with a written list of any and all business invitees which periodically
or regularly provide goods and services to such tenants at the premises.
Landlord reserves the right to preclude all vendors from entering or conducting
business within the Building and the Development if such vendors are not listed
on a tenant's list of requested vendors.

6.     Landlord reserves the right to exclude from the Building between the
hours of 6 p.m. and 8 a.m. the following business day, or such other hours as
may be established from time to time by Landlord, and on Sundays and legal
holidays, any person unless that person is known to the person or employee in
charge of the Building or has a pass or is properly identified.  Tenant will be
responsible for all persons for whom it requests passes and will be liable to
Landlord for all acts of such persons.  Landlord will not be liable for damages
for any error with regard to the admission to or exclusion from the Building of
any person.  Landlord reserves the right to prevent access to the Building in
case of invasion, mob, riot, public excitement or other commotion by closing the
doors or by other appropriate action.

7.     The directory of the Building or the Development will be provided
exclusively for the display of the name and location of tenants only and
Landlord reserves the right to exclude any other names therefrom.

8.     All cleaning and janitorial services for the Development and the Premises
will be provided exclusively through Landlord, and except with the written
consent of Landlord, no person or persons other than those approved by Landlord
will be employed by Tenant or permitted to enter the Development for the purpose
of cleaning the same.  Tenant will not cause any unnecessary labor by
carelessness or indifference to the good order and cleanliness of the Premises.

9.     Landlord will furnish Tenant, free of charge, with two keys to each entry
door lock in the Premises.  Landlord may make a reasonable charge for any
additional keys.  Tenant shall not make or have made additional keys, and Tenant
shall not alter any lock or install any new additional lock or bolt on any door
of the Premises.  Tenant, upon the termination of its tenancy, will deliver to
Landlord the keys to all doors which have been furnished to Tenant, and in the
event of loss of any keys so furnished, will pay Landlord therefor.

10.     If Tenant requires telegraphic, telephonic, burglar alarm, satellite
dishes, antennae or similar services, it will first obtain Landlord's approval
and comply with, Landlord's reasonable rules and requirements applicable to such
services, which may include separate licensing by, and fees paid to, Landlord.

11.     Freight elevator(s) will be available for use by all tenants in the
Building, subject to such reasonable scheduling as Landlord, in its discretion,
deems appropriate.  No equipment, materials, furniture, packages, supplies,
merchandise or other property will be received in the


<PAGE>
Building or carried in the elevators except between such hours and in such
elevators as may be designated by Landlord. Tenant's initial move in and
subsequent deliveries of bulky items, such as furniture, sales and similar items
will, unless otherwise agreed in writing by Landlord, be made during he hours of
6:00 p.m. to 6:00 a.m. or on Saturday or Sunday. Deliveries during normal
business hours shall be limited to normal office supplies and other small items.
No deliveries will be made which impede or interfere with other tenants or the
operation of the Building.

12.     Tenant will not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law.  Landlord will have the right to reasonably prescribe
the weight, size and position o fall safes, heavy equipment, files, materials,
furniture or other property brought into the Building.  Heavy objects will, if
considered necessary by Landlord, stand on such platforms as determined by
Landlord to be necessary to properly distribute the weight, which platforms will
be provided at Tenant's expense.  Business machines and mechanical equipment
belonging to Tenant, which cause noise or vibration that may be transmitted to
the structure of the Building or to any space therein to such a degree as to be
objectionable to any tenants in the Building or Landlord, are to be placed and
maintained by Tenant, at Tenant's expense, on vibration eliminators or other
devises sufficient to eliminate noise or vibration.  Tenant will be responsible
for all structural engineering required to determine structural load, as well as
the expense thereof.  The persons employed to move such equipment in or out of
the Building must be reasonably acceptable to Landlord.  Landlord will not be
responsible for loss of, or damage to, any such equipment or other property from
any cause, and all damage done to the Building by maintaining or moving such
equipment or other property will be repaired at the expense of Tenant.

13.     Tenant will not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment.  Tenant will not
use or permit to be used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or vibrations, nor will Tenant bring into or keep in or about the Premises
any birds or animals.

14.     Tenant will not use any method of heating or air conditioning other than
that supplied by Landlord without Landlord's prior written consent.

15.     Tenant will not waste electricity, water or air conditioning and agrees
to cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air conditioning and to comply with any governmental
energy-saving rules, laws or regulations of which Tenant has actual notice, and
will refrain from attempting to adjust controls.  Tenant will keep corridor
doors closed, and shall keep all window coverings pulled down.

16.     Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building.
Without the prior written consent of Landlord, which Landlord may deny with or
without cause, Tenant will not use the name,


<PAGE>
photograph or likeness of the Building or the Development in connection with or
in promoting or advertising the business of Tenant except at Tenant's address.

17.     Tenant will close and lock the doors of its Premises and entirely shut
off all water faucets or other water apparatus, and lighting or gas before
Tenant and its employees leave the Premises.  Tenant will be responsible for any
damages or injuries sustained by other tenants or occupants of the Building or
by Landlord for noncompliance with this rule.

18.     The toilet rooms, toilets, urinals, wash bowls and other apparatus will
not be used for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown therein.  The
expense of any breakage, stoppage or damage resulting from any violation of this
rule will be borne by the tenant who, or whose employees or invitees, break this
rule.  Cleaning of equipment of any type is prohibited.  Shaving is prohibited.

19.     Tenant will not sell, or permit the sale at retail of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to the
general public in or on the Premises.  Tenant will not use the Premises for any
business or activity other than that specifically provided for in this Lease.
Tenant will not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises without first having obtained
Landlord's prior written consent, which consent Landlord may withhold in its
sole and absolute discretion.

20.     Tenant will not install any radio or television antenna, loudspeaker,
satellite dishes or other devices on the roof(s) or exterior walls of the
Building or the Development.  Tenant will not interfere with radio or television
broadcasting or reception from or in the Development or elsewhere.

21.     Except for the ordinary hanging of pictures and wall decorations, Tenant
will not mark, drive nails, screw or drill into the partitions, woodwork or
plaster or in any way deface the Premises or any part thereof, except in
accordance with the provisions of the Lease pertaining to alterations.  Landlord
reserves the right to direct electricians as to where and how telephone and
telegraph wires are to be introduced to the Premises.  Tenant will not cut or
bore holes for wires.  Tenant will not affix any floor covering to the floor of
the Premises in any manner except as approved by Landlord.  Tenant shall repair
any damage resulting from noncompliance with this rule.

22.     Tenant will not install, maintain or operate upon the Premises any
vending machines without the written consent of Landlord.

23.     Landlord reserves the right to exclude or expel from the Development any
person who, in Landlord's judgment, is intoxicated or under the influence of
liquor or drugs or who is in violation of any of the Rules and Regulations of
the Building.

24.     Tenant will store all its trash and garbage within its Premises or in
other facilities provided by Landlord.  Tenant will not place in any trash box
or receptacle any material which cannot be disposed of in the ordinary and
customary manner of trash and


<PAGE>
garbage disposal. All garbage and refuse disposal is to be made in accordance
with directions issued from time to time by Landlord.

25.     The Premises will not be used for lodging or for the storage of
merchandise held for sale to the general public, or for lodging or for
manufacturing of any kind, nor shall the Premises be used for any improper,
immoral or objectionable purpose.  No cooking will be done or permitted on the
Premises without Landlord's consent, except the use by Tenant of Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar
beverages shall be permitted, and the use of a microwave oven for employees' use
will be permitted, provided that such equipment and its use is in accordance
with all applicable federal, state, county and city laws, codes, ordinances,
rules and regulations.

26.     Neither Tenant nor any of its employees, agents, customers and invitees
may use in any space or in the public halls of the Building or the Development
any had truck except those equipped with rubber tires and side guards or such
other material-handling equipment as Landlord may approve.  Tenant will not
bring any other vehicles of any kind to the Building.

27.     Tenant agrees to comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

28.     Tenant assumes any and all responsibility for protecting its Premises
from theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.

29.     To the extent Landlord reasonably deems it necessary to exercise
exclusive control over any portions of the Common Areas for the mutual benefit
of the tenants in the Building or the Development, Landlord may do so subject to
reasonable, non-discriminatory additional rules and regulations.

30.     Landlord may prohibit smoking in the Building and my require Tenant and
any of its employees, agents, clients, customers, invitees and guests who desire
to smoke, to smoke within designated smoking areas within the Development.

31.     Tenant's requirements will be attended to only upon appropriate
application to Landlord's asset management office for the Development by an
authorized individual of Tenant.  Employees of Landlord will not perform any
work or do anything outside of their regular duties unless under special
instructions from Landlord, and no employee of Landlord will admit any person
(Tenant or otherwise) to any office without specific instructions from Landlord.

32.     These Rules and Regulations are in addition to, and will not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease.  Landlord may waive any one
or more of these Rules and Regulations for the benefit of Tenant or any other
tenant, but no such waiver by Landlord will be construed as a waiver of such
Rules and Regulations in favor of Tenant or any other tenant, nor prevent
Landlord from


<PAGE>
thereafter enforcing any such Rules and Regulations against any or all of the
tenants of the Development.

33.     Landlord reserves the right to make such other and reasonable and
non-discriminatory Rules and Regulations as, in its judgment, may from time to
time be needed for safety and security, for care and cleanliness of the
Development and for the preservation of good order therein.  Tenant agrees to
abide by all such Rules and Regulations herein above stated and any additional
reasonable and non-discriminatory rules and regulations which are adopted.
Tenant is responsible for the observance of all of the foregoing rules by
Tenant's employees, agents, clients, customers' invitees and guests.

B.     Parking Rules and Regulations.  The following rules and regulations
       -----------------------------
govern the use of the parking facilities which serve the Building.  Tenant will
be bound by such rules and regulations and agrees to cause its employees,
subtenants, assignees, contractors, suppliers, customers and invitees to observe
the same:

1.     Tenant will not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, subtenants or customers or invitees
to be loaded, unloaded or parked in areas other than those designated by
Landlord for such activities.  No vehicles are to be left in the parking areas
overnight and no vehicles are to be parked in the parking areas other than
normally sized passenger automobiles, motorcycles and pick-up trucks.  No
extended term storage of vehicles is permitted.

2.     Vehicles must be parked entirely within painted stall lines of a single
parking stall.

3.     All directional signs and arrows must be observed.

4.     The speed limit within all parking areas shall be five (5) miles per
hour.

5.     Parking is prohibited: (a) in areas not striped for parking; (b) in
aisles or on ramps; (c) where "no parking" signs are posted; (d) in
cross-hatched areas; and (e) in such other areas as may be designated from time
to time by Landlord or Landlord's parking operator.

6.     Landlord reserves the right, without cost or liability to Landlord, to
tow any vehicle if such vehicle's audio theft alarm system remains engaged for
an unreasonable period of time.

7.     Washing, waxing, cleaning or servicing of any vehicle in any area not
specifically reserved for such purpose is prohibited.

8.     Landlord may refuse to permit any person to park in the parking
facilities who violates these rules with unreasonable frequency, and any
violation of these rules shall subject the violator's car to removal, at such
car owner's expense.  Tenant agrees to use its best efforts to acquaint its
employees, subtenants, assignees, contractors, suppliers, customers and invitees
with these parking provisions, rules and regulations.


<PAGE>
9.     Parking stickers, access cards, or any other device or form of
identification supplied by Landlord as a condition of use of the parking
facilities shall remain the property of Landlord.  Parking identification
devices, if utilized by Landlord, must be displayed as requested and may not be
mutilated in any manner.  The serial number of the parking identification device
may not be obliterated.  Parking identification devices, if any, are not
transferable and any device in the possession of an unauthorized holder will be
void.  Landlord reserves the right to refuse the sale of monthly stickers or
other parking identification devices to Tenant or any of its agents, employees
or representatives who willfully refuse to comply with these rules and
regulations and all unposted city, state or federal ordinances, laws or
agreements.

10.     Loss or theft of parking identification devices or access cards must be
reported to the management office in the Development immediately, and a lost or
stolen report must be filed by the Tenant or user of such parking identification
device or access card at the time.  Landlord has the right to exclude any
vehicle from the parking facilities that does not have a parking identification
device or valid access card.  Any parking identification device or access card
which is reported lost or stolen and which is subsequently found in the
possession of an unauthorized person will be confiscated and the illegal holder
will be subject to prosecution.

11.     All damage or loss claimed to be the responsibility of Landlord must be
reported, itemized in writing and delivered to the management office located
within the Development within ten (10) business days after any claimed damage or
loss occurs.  Any claim not so made is waived.  Landlord is not responsible for
damage by water or fire, or for the acts or omissions of others, or for articles
left in vehicles.  In any event, the total liability of Landlord, if any, is
limited to Two Hundred Fifty Dollars ($250.00) for all damages or loss to any
car.  Landlord is not responsible for loss of use.

12.     The parking operators, managers or attendants are not authorized to make
or allow any exceptions to these rules and regulations, without the express
written consent of Landlord.  Any exceptions to these rules and regulations made
by the parking operators, managers or attendants without the express written
consent of Landlord will not be deemed to have been approved by Landlord.

13.     Landlord reserves the right, without cause or liability to Landlord, to
tow any vehicles which are used or parked in violation of these rules and
regulations.

14.     Landlord reserves the right from time to time to modify and/ or adopt
such other reasonable and non-discriminatory rules and regulations for the
parking facilities as it deems reasonably necessary for the operation of the
parking facilities.


<PAGE>
                            INDEMNIFICATION AGREEMENT
                            -------------------------

     This Indemnity Agreement (this "Agreement"), is entered into as of October
1, 2002 between Transworld Benefits, Inc. ("Transworld") and DHR International,
Inc., ("DHR").

                                    RECITALS

     WHEREAS, Enterprise Profit Solutions Corporation ("EPS") and Transworld)
have entered into a sublease of the real estate commonly known as 18201 Von
Karmen Avenue, Suite 1170, Irvine, California (the "Premises");

     WHEREAS, DHR has purchased certain assets of EPS and is in possession of
the Premises;

     WHEREAS, DHR is paying the rent on the Premises to the Master Landlord;

     AND WHEREAS, DHR seeks to have Transworld make payments under the sublease
to the order of DHR;

     NOW THEREFORE, the parties agree as follows:

     1.   Transworld agrees to make payments of rent under the sublease directly
          to and to the order of DHR.

     2.   DHR agrees to indemnify and hold harmless Transworld against any and
          all losses, claims, damages, obligations, penalties, judgments,
          awards, liabilities, costs, expenses and disbursements resulting from
          any payments of rent under the sublease to DHR.

     3.   If any action, suit, proceeding or investigation is commenced, as to
          which Transworld proposes to demand indemnification, Transworld agrees
          to notify DHR with reasonable promptness; provided, however, that any
          failure by Transworld to notify DHR shall not relieve DHR from its
          obligations hereunder except to the extent that the DHR is materially
          prejudiced thereby.

     4.   If DHR so elects, or is requested by Transworld, DHR will assume the
          defense of such action, suit, proceeding or investigation, including
          the employment of counsel reasonably acceptable to Transworld, and the
          payment of the reasonable fees and disbursements of such counsel.

     IN  WITNESS  WHEREOF,  the  parties hereto have entered into this Indemnity
Agreement effective as of the date first written above.

TRANS WORLD BENEFITS INC.                  DHR INTERNATIONAL. INC.

BY: /s/ Charles C. Seven                   BY:  /s/ David Hoffman
   ------------------------                   --------------------------

TITLE:        CEO                          TITLE:        CEO
       --------------------                      -----------------------


<PAGE>
                  AMENDMENT NO. 1 TO OFFICE BUILDING LEASE AND
                  --------------------------------------------
                         CONSENT OF LANDLORD TO SUBLEASE
                         -------------------------------

     WORLD TRADE CENTER BUILDING, INC., a corporation ("Landlord" or "Master
Landlord"), is the current landlord under that certain Office Building Lease
dated February 14, 2000 (the "Lease" or the "Master Lease"), entered into by and
between ENTERPRISE PROFIT SOLUTIONS CORPORATION, a Delaware corporation
("Tenant" or "Sublessor"), as tenant, and Master Landlord, as landlord, pursuant
to which Sublessor currently leases certain space commonly known as 18201 Von
Karman, Suite 1170, Irvine, California (the "Premises") as more particularly
depicted in the Master Lease. Master Landlord hereby consents to the sublease of
the entire Premises by Sublessor to TRANS WORLD BENEFITS, INC., a Nevada
corporation ("Sublessee") on the terms stated herein.

     Master Landlord's consent is not intended, and shall not be construed (i)
to modify or to otherwise affect any of the provisions of the Master Lease, or
to release Sublessor from any of its obligations and duties under the Master
Lease, (ii) as a waiver of any of Master Landlord's rights under the Master
Lease, (iii) as an authorization or a consent by Master Landlord to any
assignment of the interest of Sublessor in the Master Lease or to the further
subleasing of the Premises, and/or (iv) as binding or obligating Master Landlord
in any manner whatsoever with respect to any of the covenants, undertakings,
representations, warranties or agreements contained in that certain Sublease
entered into by and between Sublessor and Sublessee and dated May 16, 2002 (the
"Sublease Agreement").

     Notwithstanding the foregoing, it is a condition to Master Landlord's
consent to the Sublease Agreement that Sublessee's occupancy of the Premises and
the Sublease Agreement are subject to the following:

     (i) Sublessee's occupancy of the applicable portion of the Premises and the
Sublease Agreement will be subject and subordinate to the Master Lease and to
all mortgages which are secured, in whole or in part, by the Premises;

     (ii) Master Landlord may enforce the provisions of the Sublease Agreement
directly against Sublessee

     (iii) Sublessor's agreement to increase the Security Deposit held by Master
Landlord pursuant to Section 7 of the Master Lease by $10,075.00 concurrently
with Sublessor's execution hereof (provided that if Sublessor timely makes all
payments of rent under the Master Lease for the twelve [12] consecutive months
immediately following the full execution hereof, Landlord shall return such
additional Security Deposit to Tenant within thirty [30] days thereafter); and

     (iv) in the event of termination of the Master Lease for any reason
whatsoever, including, without limitation, a voluntary surrender or default by
Sublessor, or in the event of any re-entry or repossession of the Premises by
Master Landlord, Master Landlord may, at its option, either (a) terminate the
Sublease Agreement and Sublessee's occupancy of the Premises, or (b) take over
all of the right, title and interest of Sublessor, as sublandlord, under the
Sublease Agreement, in which case the Sublessee will attorn to Master Landlord,
but that nevertheless Master Landlord will not (1) be liable for any previous
act or omission of Sublessor under the Sublease Agreement, (2) be subject to any
defense or offset previously accrued in favor of the Sublessee against
Sublessor, or (3) be bound by any previous prepayment by Sublessee of more than
one month's rent.

                         [NO FURTHER TEXT ON THIS PAGE]


<PAGE>
This Amendment No. 1 to Office Building Lease and Consent of Landlord to
Sublease has been executed this ______ day of September, 2002.

                                WORLD TRADE CENTER BUILDING, INC.,
                                a corporation

                                By:  CB Richard Ellis, Inc.,
                                     a Delaware corporation,
                                     Its Authorized Agent


                                By:
                                   ---------------------------------------------
                                   Print Name:
                                              ----------------------------------
                                     Print Title:
                                                 -------------------------------


The  undersigned  Sublessor  and  Sublessee  referred  to  hereinabove  hereby
acknowledge  and  accept  the  terms  and  conditions of this Amendment No. 1 to
Office  Building  Lease  and  Consent  of  Landlord  to  Sublease.

                                Sublessor:

                                    ENTERPRISE PROFIT SOLUTIONS
                                    CORPORATION, a Delaware corporation

                                    By:  /s/ David Hoffman
                                       -----------------------------------------
                                       Name: David Hoffman
                                            ------------------------------------
                                       Its:  CEO
                                           -------------------------------------


                                Sublessee:

                                    TRANS WORLD BENEFITS, INC.,
                                    a Nevada corporation


                                    By:  /s/ Charles C. Seven
                                       -----------------------------------------
                                       Name: Charles C. Seven
                                            ------------------------------------
                                       Its:  CEO
                                           -------------------------------------

                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Its:
                                           -------------------------------------


<PAGE>