<PAGE>

                                                                 Exhibit 10.20

                                            COMMUNICATIONS AND ENTERTAINMENT
                                            CORPORATION, a Nevada corporation
                                            1875 Century Park East, Suite 2130

                              Table of Contents
                                                                        Page
                                                                        ----
 1.  PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
 2.  TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
 3.  RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
 4.  RENT ADJUSTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .  2
 5.  SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . .  4
 6.  USE, NUISANCE OR HAZARD . . . . . . . . . . . . . . . . . . . . . .  4
 7.  ALTERATION AND IMPROVEMENTS . . . . . . . . . . . . . . . . . . . .  5
 8.  LESSEE'S REPAIRS. . . . . . . . . . . . . . . . . . . . . . . . . .  5
 9.  NO LIENS BY LESSEE. . . . . . . . . . . . . . . . . . . . . . . . .  6
10.  LESSOR'S REPAIRS. . . . . . . . . . . . . . . . . . . . . . . . . .  6
11.  BUILDING SERVICES . . . . . . . . . . . . . . . . . . . . . . . . .  6
12.  ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . .  6
13.  SUBSTITUTED PREMISES. . . . . . . . . . . . . . . . . . . . . . . .  8
14.  INDEMNIFICATION: INSURANCE. . . . . . . . . . . . . . . . . . . . .  8
15.  DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . .  9
16.  EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . . . . . . .  9
17.  DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
18.  REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
19.  ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . . . . 10
20.  SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
21.  RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . 11
22.  HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
23.  INSPECTIONS AND ACCESS. . . . . . . . . . . . . . . . . . . . . . . 11
24.  NAME OF BUILDING. . . . . . . . . . . . . . . . . . . . . . . . . . 11
25.  SURRENDER OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . 12
26.  WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
27.  SALE BY LESSOR: LESSOR'S LIABILITY. . . . . . . . . . . . . . . . . 12
28.  NO LIGHT AND AIR EASEMENT . . . . . . . . . . . . . . . . . . . . . 12
29.  FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
30.  ESTOPPEL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . 12
31.  RIGHT TO PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . . 12
32.  LESSOR'S DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . 13
33.  EXECUTION OF LEASE BY LESSOR. . . . . . . . . . . . . . . . . . . . 13
34.  PARKING FACILITIES. . . . . . . . . . . . . . . . . . . . . . . . . 13
35.  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
36.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

                                  EXHIBITS

     Exhibit                               Description
     -------                               -----------
        A     PREMISES DESCRIPTION . . . . . . . . . . . . . . . . . . . A
        B     DESCRIPTION OF LAND. . . . . . . . . . . . . . . . . . . . B
        C     STANDARDS FOR UTILITIES AND SERVICES . . . . . . . . . . . C
        D     RULES AND REGULATIONS. . . . . . . . . . . . . . . . . . . D
        E     ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . E
        F     PARKING FACILITIES . . . . . . . . . . . . . . . . . . . . F

<PAGE>

                               LEASE AGREEMENT

                 (California Standard Form Office Lease)

THIS LEASE AGREEMENT, dated May 9, 1996, is by and between 1875/1925 CENTURY 
PARK EAST COMPANY, a California general partnership (herein called 
"Lessor"), and COMMUNICATIONS AND ENTERTAINMENT CORPORATION, a Nevada 
corporation (herein called "Lessee").

                              WITNESSETH:

In consideration of the mutual covenants and agreements set forth herein, 
Lessor and Lessee agree as follows:

     1. PREMISES.

     1.1  Lessor hereby leases to Lessee, and Lessee hereby Leases from 
Lessor, those certain premises (the "Premises") consisting of the office 
space cross-hatched on Exhibit "A" and located in an office building located 
at 1875/1925 Century Park East, Los Angeles, California 90067 (the 
"Building"). Lessee acknowledges that this Lease is made subject to all 
existing liens, encumbrances, deeds of trust, and other matters of record, 
and to zoning, building and fire ordinances and all governmental statutes, 
rules and regulations relating to the use or occupancy of the Premises.

     1.2  Any changes or improvements to the Premises shall be made at 
Lessee's sole cost and expense, with the reasonable approval and under the 
direction of Lessor and employing the services of Lessor's contractor and in 
accordance with any other applicable provisions of this Lease.

     1.3  Lessee acknowledges that neither Lessor nor any agent or employee 
of Lessor has made any representation or warranty with respect to the 
Premises, the Building or the Land or with respect to the suitability of the
Premises for Lessee's intended use unless such are expressly set forth in this
Lease.  Lessee further acknowledges that no representations or warranties as to
the state of construction or repair of the Premises, nor promises to alter,
remodel, improve, repair, decorate or paint the Premises, have been made by
Lessor, unless such are expressly set forth in Paragraph 10 of this Lease.

     2.  TERM. See Rider "A"

     2.1  The term of this Lease (the "Term") shall commence on the 
"Commencement Date" (as hereinafter defined), and shall continue for a 
period of two (2) years following the Commencement Date (or, if the 
Commencement Date is a day other than the first day of a calendar month, the 
term shall commence on the first day of the first full calendar month 
following the Commencement Date), unless otherwise terminated in accordance 
with the provisions of this Lease.  For purposes of this Lease:

          (a)  The "Commencement Date" shall be June 1, 1996.

          (b)  Lessee, at Lessee's option, and its contractors, 
     subcontractors, and agents, shall be permitted to enter the Leased 
     Premises following the full execution of the Lease and prior to the 
     anticipated Commencement Date, with no obligation to pay rent, (but 
     subject to all of the terms, covenants and conditions of the Lease), and
     without commencing the rental period set forth in Paragraph 3.1, for the 
     purpose of installing leasehold improvements, fixtures, equipment and 
     furniture, provided that such entry will not* 

     2.2  If Lessor, through no fault of Lessee, cannot deliver possession of 
the Premises to Lessee on the Commencement Date, such delay shall not affect 
the validity of this Lease, nor shall Lessor be liable to Lessee for any loss 
or damage resulting therefrom, but there shall be a proportionate reduction 
of rent covering the period between the Commencement Date and the time when 
Lessor can deliver possession.  No such delay shall operate to extend the 
Term.

     3.  RENT

     3.1  Lessee agrees to pay to Lessor as annual rental for the Premises 
the sum of Sixty-three thousand six hundred seven and 68/100 Dollars 
($63,607.68), payable in monthly installments of $5,300.64 (the "Rental"), 
in advance, on or before the first day of each calendar month during the 
entire Term. **Lessee shall pay to Lessor the sum of $5,300.64 representing 
Rental payable hereunder for the first full calendar month of the Term.

     3.2  In addition to the foregoing Rental, Lessee shall pay as rent, 
prior to delinquency, all personal property taxes assessed against and levied 
upon any trade fixtures, furnishings, or equipment and all other personal 
property contained in the Premises (collectively, the "Personal Property"), 
and Lessee shall cause the Personal Property to be assessed and billed 
separately from the property of Lessor.

     3.3  If the improvements in the Premises, whether installed and/or paid 
for by Lessor or Lessee and whether or not affixed to the real property so as 
to become a part thereof, are assessed for real property tax purposes at a 
valuation higher than the valuation at which the improvements conforming to 
Lessor's Standard Installations on other space in the Building are assessed, 
then the real property taxes and assessments levied against Lessor or the 
property by reason of such excess assessed valuation shall be deemed to be 
taxes levied against personal property of Lessee and shall be governed by the 
provisions of Paragraph 3.2 of the Lease.  If the records of the County 
Assessor are available and sufficiently detailed to serve as a basis for 
determining whether said improvements are assessed at a higher valuation than 
Lessor's Standard Installation, such records shall be binding on both Lessor 
and Lessee. If the records of the County Assessor are not 
available or sufficiently detailed to serve as a basis for making said 
determination, the actual cost of construction shall be used.

     3.4  In addition to the Rental, Lessee agrees to pay to Lessor as rent 
all "Rent Adjustments" as provided in Paragraph 4, below.

     3.5  Lessee agrees to pay to Lessor as rent upon demand (but not more 
frequently than monthly) all charges for any services, goods or materials 
furnished by Lessor at Lessee's request which are not required to be 
furnished by Lessor under this Lease without separate charge or reimbursement.

  *  be prior to the existing tenant's vacating of the Premises.

  ** Prior to June 1, 1996.

                                   1
<PAGE>

     3.6  The Rental and all taxes, fees, costs, expenses, and all other 
monetary payments which are attributable to, payable by or the responsibility 
of Lessee under this Lease constitute "rent" within the
meaning of California Civil Code Section 1951(a). Any rent for any fractional
month shall be prorated based on a thirty (30) day month, and for any 
fractional year shall be prorated based on a three hundred sixty (360) day
year.  All rent payable by Lessee to Lessor under this Lease shall be paid to
Lessor in lawful money of the United States of America at Lessor's office 
located in the Building, or to such other person or at such other place as 
Lessor may from time to time designate in writing.  All rent shall be paid 
without prior demand, deduction, setoff or counterclaim.

     4.  RENT ADJUSTMENTS.


     4.1


     4.2  If, during any calendar year during the Term, the "Building 
Operating Costs" (as hereinafter defined) shall exceed those of the calendar 
year 1996 (the "Base Year"), Lessee shall pay to Lessor, in addition to the 
Rental and all other payments due under this Lease, an amount (the "Rent 
Adjustment") equal to Lessee's "Proportionate Share" (as hereinafter 
defined) of such excess Building Operating Costs subject to the following 
terms and conditions:

          (a)  "Net Rentable Area" means, with respect to both the Premises 
     and the Building, the respective measurements of floor area above the plaza
     level of the Building as may from time to time be subject to lease by 
     Lessee and other tenants of the Building, respectively, as designated by 
     Lessor or Lessor's representative, applied on a consistent basis throughout
     the Building.  As of the effective date of this Lease, the Net Rentable 
     Area of the Premises is hereby agreed to be 2,948 Net Rentable square feet 
     (3,272 rentable square feet), and the Net Rentable Area of the Building is 
     agreed to be 747,168 square feet.

          (b)  "Proportionate Share" means a fraction, the numerator of 
     which is the Net Rentable Area of the Premises, and the denominator of 
     which is the Net Rentable Area of the Building, as determined by Lessor 
     from time to time.

          (c)  The term "Building Operating Costs" shall include:

               (i)  All taxes, assessments, water and sewage charges and 
           other similar governmental charges levied on or attributable to the 
           Building, the Land, and the roads, walks, plaza, landscaped areas, 
           common areas, improvements and facilities thereon (collectively, the
           "Property"), or its operation, including, but not limited to, real
           property taxes or assessments levied or assessed against the 
           Property, personal property taxes or assessments levied or assessed 
           against the Property, and any tax measured by gross rentals received
           from the Property, together with any costs incurred by Lessor 
           (including attorneys' fees) in contesting any such taxes, assessments
           or charges; but excluding any net income, franchise, capital stock, 
           estate or inheritance taxes imposed by the State or Federal 
           Government or by any agency, branch or department thereof; provided
           that if at any time during the Term there shall be levied, assessed
           or imposed on Lessor or the Property by any governmental entity, any
           general or special, ad valorem or specific, excise, capital levy or
           other tax, assessment, levy or charge directly on the rent received
           under this Lease or other leases affecting the Property and/or 
           any license fee, excise or franchise tax, assessment, levy or charge
           measured by or based, in whole or in part, upon such rents, and/or 
           transfer, transaction, or similar tax, assessment, levy or charge
           based directly or indirectly upon the transaction represented by this
           Lease or other leases affecting the Property, and/or occupancy, use,
           per capita or other tax, assessment, levy or charge based directly
           or indirectly upon the use or occupancy of the Premises or the
           Property, then all such taxes, assessments, levies and charges shall
           be deemed to be included in the term "Building Operating Costs." If
           the assessed valuation or the taxes, assessments and charges
           attributable to the Property shall not be based upon a completed
           building with at least ninety-five percent (95%) of the Net Rental
           Area of the Building occupied, then such taxes, assessments and
           charges shall be increased to reflect what such taxes, assessments
           and charges would have been payable if the Building had been
           completed and ninety-five (95%) of the Net Rental Area of the
           Building had been occupied.

               (ii) All costs incurred by Lessor in maintaining, managing and 
           operating the Property including, but not limited to, the following:
           cost of utilities, supplies, insurance (including public liability
           and property damage, rent continuation, and fire and extended
           coverage insurance for the full replacement cost of the Property),
           cost of services of independent contractors, cost of compensation
           (including employment taxes and fringe benefits) of all persons who
           perform regular duties connected with the day-to-day operation,
           maintenance, repair and overhaul of the Property, including without
           limitation engineers, janitors, painters, floor waxers, window
           washers, watchmen and gardeners, costs incurred by Lessor for
           management of the Property, rental expenses for or a reasonable
           allowance for depreciation of personal property used in the
           maintenance, operation and repair of the Property, costs and expenses
           paid of

                                   2

<PAGE>


     incurred by Lessor, and attributable or allocable to the Property, and any
     other costs and expenses to be incurred by Lessor under this Lease and not
     reimbursed by tenants, but excluding costs incurred by Lessor in
     maintaining, managing and operating the "Parking Facilities" (as defined in
     Paragraph 35, below). If the Building does not have a least ninety-five 
     percent (95%) of the Net Rentable Area of the Building occupied during the
     Base Year or any "Comparison Year" (as hereinafter defined), then the costs
     and expenses under this subparagraph (ii) shall be increased to reflect
     what such costs would have been for such year if they had been calculated
     on the basis of ninety-five percent (95%) occupancy of the Net Rentable
     Area of the Building during such year.

          (iii) The term Building Operating Costs shall mean the sum of
     subparagraphs (i) and (ii), above, on an annualized basis.

     (d) The term "Building Operating Costs" shall exclude:

Notwithstanding Article 4.2 (C) ii to the contrary, the following shall be 
excluded from the operating cost:

     1)  Bad debt expenses and interest, principal, points and fees on debts 
     (except in connection with the financing of items which may be included in
     Operating Expenses) or amortization in any mortgage or mortgages or any
     other debt instrument encumbering the Building or the Real Property
     (including the Land on which the Building is situated);
     2)  marketing costs, including leasing commissions, attorneys' fees in 
     connection with the negotiation and preparation of letters, deal memos, 
     letters of intent, leases, subleases and/or assignments, space planning 
     costs, and other costs and expenses incurred in connection with the
     leasing, subleasing and/or assignment negotiations and transactions with
     present or prospective tenants or other occupants of the Building,
     including attorneys' fees and other costs and expenditures incurred in
     connection with disputes with present or prospective tenants or other 
     occupants of the Building;
     3)  costs, including permit, license and inspection costs, incurred with
     respect to the installation of other tenants' or occupants' improvements
     made for tenants or other occupants in the Building or incurred in
     renovating or otherwise improving, decorating, painting or redecorating
     vacant space for tenants or other occupants in the Building;
     4)  the cost of providing any service directly to and paid directly by 
     any tenant;
     5)  any costs expressly excluded from Operating Expenses elsewhere in 
     this Lease;
     6)  cost of any items (including, but not limited to costs incurred by 
     Lessor for the repair or damage to the Building) to the extent Lessor 
     receives reimbursement from insurance proceeds (such proceeds to be
     deducted from Operating Expenses in the year in which received) or from a
     third party (such proceeds to be credited to Operating Expenses in the year
     in which received, except that any deductible amount under any insurance
     policy shall be included within Operating Expenses);
     7)  rentals and other related expenses for leasing a HVAC system, 
     elevators, or other items (except when needed in connection with normal
     repairs and maintenance of the Building) which if purchased, rather than 
     rented, would constitute a capital improvement not included in Operating 
     Expenses pursuant to this Lease;
     8)  costs incurred by Lessor for alterations (including structural
     additions), repairs, equipment and tools which are of a capital nature
     and/or which are considered capital improvements or replacements under
     generally accepted accounting principles, consistently applied, except as
     specifically included in Operating Expenses pursuant to the terms of this
     Lease;
     9)  expenses in connection with services or other benefits which are not
     offered to Lessee or for which Lessee is charged for directly but which are
     provided to another Lessee or occupant of the Building, without charge;
     10) costs incurred by Lessor due to the violation by Lessor or any Lessee 
     of the terms and conditions or any Lease of space in the Building;
     11) Lessor's general corporate overhead and general and administrative 
     expenses;
     12) advertising and promotional expenditures, and costs of sign in or 
     on the Building identifying the owner of the Building or other tenants' 
     signs;
     13) tax penalties incurred as a result of Lessor's negligence, inability 
     or unwillingness to make payments or file returns when due;
     14) costs arising from Lessor's charitable or political contributions;
     15) cost of installing, maintaining and operating any specialty service
     operated by Lessor including without limitation, any luncheon club or 
     athletic facility, or the repair thereof;
     16) the amounts of the management fee paid or charged by Lessor in
     connection with the management of the Building and the common areas to the
     extent such management fee is in excess of the average management fees 
     customarily paid or charged by lessors of other first-class office
     buildings in Century City, California area;
     17) costs necessitated by or resulting from the negligence of Lessor, or
     any of its agents, employees or independent contractors including, but not
     limited to, tax penalties incurred as a result of Lessor's negligence, 
     inability or unwillingness to make payments or file returns when due;
     18) the amounts of the parking management fee paid by Lessor in 
     connection with the management of the Real Property parking facility to the
     extent such parking


                                       3
<PAGE>


     management fee is in excess of parking management fees customarily paid by 
     lessors of Comparable Buildings;
     19) any ground lease rental;
     20) costs of capital acquisition of sculptures, paintings or other objects
     of art, but specifically excluding any type of art program being operated
     in the Building by Lessor to the extent the costs for such art program do
     not exceed Fifteen Thousand Dollars ($15,000.00) during any Expense Year;
     and 
     21) any compensation paid to clerks, attendants or other person in the 
     parking garage of the Building or wherever Lessee is granted its parking 
     privileges (provided, however, if Lessor provides such parking free of 
     charge to Lessee, these expenses may be  included as a part of Operating 
     Expenses.)

     (e)  The Rent Adjustment shall be payable by Lessee to Lessor in 
accordance with the following:

          (i)  On or before the first day of April of each calendar year
     commencing with the second calendar year following the Base Year and
     continuing until and including the calendar year following expiration of
     the Term, Lessor shall furnish to Lessee a written statement (the "Rent
     Adjustment Statement") showing in reasonable detail the Building Operating
     Costs for the previous calendar year (the "Comparison Year"), and the Rent
     Adjustment payable by Lessee.

         (ii) In addition to Lessee's regular Rental payment, Lessee shall pay
     to Lessor on the first day of the month following delivery of each Rent 
     Adjustment Statement an amount equal to the sum of: (A) the Rent
     Adjustment, reduced by the amount of any previous "Advance Rent Adjustment
     Payments" (as hereinafter defined) previously paid by Lessee for the
     Comparison Year, and (B) an amount equal to one-twelfth (1/12) of the Rent
     Adjustment (the "Advance Rent Adjustment Payment") multiplied by the number
     of Rental payment dates that have elapsed during the current calendar year,
     reduced by the amount of any previous Advance Rent Adjustment Payments, if
     any, previously paid by Lessee for the current year. Lessee shall continue
     to pay to Lessor an amount equal to the most recently determined Advanced
     Rent Adjustment Payment on each succeeding Rental payment date until (Y)
     receipt of a subsequent Rent Adjustment Statement, or (Z) expiration or
     termination of this Lease.

        (iii) Lessee shall have a period of thirty (30) days following receipt
     of Rent Adjustment Statement within which to inspect at Lessor's main
     office, during normal business hours, Lessor's books and records concerning
     such charges. If Lessee shall not have availed itself of such inspection,
     Lessee shall be deemed to have accepted as final and determinative the
     amount shown as payable on the Rent Adjustment Statement. If Lessee shall
     dispute the accuracy of the information set forth in Lessor's books and
     records with respect to the Rent Adjustment Statement, Lessee shall
     nevertheless pay the additional amount shown to be due as above provided
     in accordance with the Rent Adjustment Statement; provided that within
     sixty (60) days after receipt of the Rent Adjustment Statement, Lessee may
     institute legal proceedings against Lessor in a court of competent
     jurisdiction to collect and recover any overpayment of additional rent
     resulting from the errors in the books and records of Lessor; and provided,
     further, that Lessee shall promptly serve Lessor with a copy of the
     complaint filed in any such proceeding. Lessee shall be precluded from
     contesting the Rent Adjustment, except by a suit or action filed within
     such sixty (60) day period.

     5. SECURITY DEPOSIT.

     Concurrently with the execution of this Lease, Lessee shall deposit with 
Lessor the sum of Five thousand three hundred and 64/100 Dollars ($5,300.64) 
(the "Deposit"), which shall be held by Lessor, without obligation for 
interest, as security for the full and faithful performance of Lessee's 
covenants and obligations under this Lease, it being expressly understood and 
agreed that the Deposit is not an advance Rental deposit or a measure of 
Lessor's damages in case of Lessee's default. Upon the occurrence of any 
"Event of Default" (as defined in Paragraph 17, below) by Lessee, Lessor may, 
form time to time, without prejudice to any other remedy provided herein or 
provided by law, use the Deposit to the extent necessary to make good any 
arrears of sums payable by Lessee under this Lease, and any other damage, 
injury, expense or liability caused by such default; and Lessee shall pay to 
Lessor on demand (but not more frequently than monthly) the amount so applied 
in order to restore the Deposit to its original amount, and Lessee's failure 
to do so shall be a default under this Lease. Although the Deposit shall be 
deemed the property of Lessor, any remaining balance of the Deposit shall be 
returned by Lessor to Lessee at such time after termination of this Lease 
that all of Lessee's obligations under this Lease have been fulfilled.

     6. USE, NUISANCE OR HAZARD.

     6.1  The Premises shall be used for general office purposes only and no 
other purpose. Lessee shall not do or permit anything to be done in or about 
the Premises which will in any way obstruct or interfere with or infringe on 
the rights of other occupants of the Building, or injure or annoy them, or 
use or allow the Premises to be used or any improper, immoral, or 
objectionable purposes; nor shall Lessee cause , maintain or permit any 
nuisance in, on or about the Property or commit or suffer to be committed any 
waste in, on or about the Property. Lessor shall not be liable to Lessee for 
any other occupant's failure to so conduct itself.

                                       4
<PAGE>


     6.2  Lessee shall not do or permit to be done in or about the Property 
nor bring, keep or permit to be brought or kept therein, anything which is 
prohibited by or will in any way conflict with any law, statute, ordinance or 
governmental rule or regulation now in force or which may hereafter be 
enacted or promulgated, or which is prohibited by any standard form of fire 
insurance policy or will in any way increase the existing rate of or affect 
any fire or other insurance upon the Building or any part thereof or any of 
its contents, or cause a cancellation of any insurance policy covering the 
Building or any part thereof or any of its contents. Lessee shall comply with 
all governmental laws, ordinances and regulations applicable to the Premises, 
and the requirements of any board of fire underwriters or other similar body 
now or hereafter instituted, with any order, directive or certificate of 
occupancy issued pursuant to any law, ordinance or regulation by any public 
officer insofar as the same relates to or affects the condition, use or 
occupancy of the Premises, including but not limited to, requirements of 
structural changes related to or affected by Lessee's acts, occupancy or use 
of the Premises, all at Lessee's sole expense. The judgment of any court of 
competent jurisdiction or the admission of Lessee in any action against 
Lessee, whether or not Lessor is a party to such action, shall be conclusive 
in establishing such violation between Lessor and Lessee.

     6.3  Lessee shall not (either with or without negligence) cause or 
permit the escape, disposal or release of any biologically or chemically 
active or other hazardous substances, or materials. Lessee shall not allow 
the storage or use of such substances or materials in any manner not 
sanctioned by law or by the highest standards prevailing in the industry for 
the storage and use of such substances or materials, nor allow to be brought 
into the Building any such materials or substances except to use in the 
ordinary course of Lessee's business, and then only after written notice is 
given to Lessor of the identity of such substances or materials. Without 
limitation, hazardous substances and materials shall include those described 
in the Comprehensive Environmental Response, Compensation and Liability Act 
of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource 
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., 
any applicable federal, state or local laws and the regulations adopted under 
these acts. If any lender or governmental agency shall ever require testing 
to ascertain whether or not there has been any release of hazardous 
materials, then the reasonable costs thereof shall be reimbursed by Lessee to 
Lessor upon demand as additional charges if such requirement applies to the 
Premises. In addition, Lessee shall execute affidavits, representations and 
the like from time to time at Lessor's request concerning Lessee's best 
knowledge and belief regarding the presence of hazardous substances or 
materials on the Premises. In all events, Lessee shall indemnify Lessor in 
the manner elsewhere provided in this Lease from any release of hazardous 
materials on the Premises occurring while Lessee is in possession, or 
elsewhere if caused by Lessee or persons acting under Lessee. The within 
covenants shall survive the expiration or earlier termination of the Lease 
Term.

     7. ALTERATION AND IMPROVEMENTS.


     7.1  Lessee, at its sole cost and expense, shall have the right to make 
alterations, additions, or improvements to the interior of the Premises 
(collectively, "Improvements"), if such Improvements are normal for general 
office use, do not adversely affect the utility of the Premises for future 
tenants, do not alter the exterior appearance of the Building, are not of 
structural nature, and are not otherwise prohibited under this Lease; 
provided that no such Improvements shall be made without Lessor's prior 
written consent, and all such Improvements shall be made in conformity with 
the requirements of Paragraph 7.2, below.

     7.2  Any Improvements to be installed by Lessee during the Term, shall 
only be done in compliance with the following:

          (a)  No such work shall proceed without Lessor's prior written
     approval of (i) Lessee's contractor, and (ii) certificates of insurance
     from a company or companies approved by Lessor, furnished to Lessor by
     Lessee's contractor, for public liability and automobile liability and
     property damage insurance with limits of not less than
     $500,000/$1,000,000/$250,000, endorsed to show Lessor as an additional
     insured and for workmen's compensation as required.

          (b)  All such work shall be done in conformity with a valid building
     permit or other permits or licenses when and where required, and any work
     not acceptable to any governmental authority or agency having or exercising
     jurisdiction over such work, or not reasonably satisfactory to Lessor,
     shall be promptly replaced at Lessee's expense. Notwithstanding any failure
     by Lessor to object to any such work, Lessor shall have no responsibility 
     therefor.

          (c)  Lessee shall reimburse Lessor for any expense incurred by Lessor
     by reason of faulty work done by Lessee or its contractors, or by reason of
     inadequate cleanup.

          (d)  Lessee or its subcontractors will in no event be allowed to
     install plumbing, mechanical, electrical wiring or fixtures, or partitions
     over 5'10'' in height.

          (e)  All work by Lessee shall be diligently and continuously pursued
     from the date of its commencement through its completion.


     7.3 Non-standard installations made by or for Lessee whether temporary 
or permanent in character, made either by Lessor or Lessee, and all Personal 
Property attached to the Building (including floor coverings) shall be 
Lessor's property at the end of the Term and shall remain on the Premises 
without compensation to Lessee; provided that, at the option of Lessor 
exercisable by written notice to Lessee, Lessee shall, at Lessee's sole 
expense, within thirty (30) days after such notice, remove from the Premises 
any or all such Lessee's improvements and Personal Property and repair all 
damage to the Premises caused by such removal. All other Personal Property 
shall be removed by Lessee on or before the end of the Term; provided that 
Lessee shall repair all damages caused by such removal.

     8. LESSEE'S REPAIRS.

     Lessee shall, at all times during the Term and at Lessee's sole cost and 
expense, keep the Premises in good and sanitary condition and repair. All 
damage or injury to the Premises or the Property caused by the act or 
negligence of Lessee or Lessee's Employees shall be promptly repaired by 
Lessee, at Lessee's sole cost and expense, to the satisfaction of Lessor. 
Lessor may make any repairs which are not promptly made by Lessee and charge 
Lessee for the cost thereof as rent. Lessee shall be solely responsible for the 
design and function of all Lessee's improvements, whether or not installed by 
Lessor at Lessee's request.

 
                               5
  

<PAGE>

Lessee waives all rights to make repairs at the expense of Lessor, or to deduct
the cost thereof from rent.  Subject to the provisions of Paragraph 7, above,
Lessee shall upon the expiration or termination of this Lease surrender to
Lessor the Premises and all alterations, additions and improvements thereto in
the same condition as when received, ordinary wear and tear excepted.

    9.   NO LIENS BY LESSEE.

    Lessee shall at all times keep the Premises, the Building and the Property
free from any liens arising out of any work performed or allegedly performed,
materials furnished or allegedly furnished or obligations incurred by or for
Lessee.  At any time Lessee either desires or is required to make any
Improvements, Lessor may, in addition to the provisions of Paragraph 7, above,
require Lessee, at Lessee's sole cost and expense, to obtain and provide to
Lessor a lien and completion bond in a form and by a surety acceptable to Lessor
and in amount no less than the estimated cost of such Improvements to insure
Lessor against liability from mechanics' and materialmen's liens and to insure
completion of the work, and may require such additional items or assurances as
Lessor in its sole discretion may deem reasonable or desirable.  Lessee agrees
to indemnify and hold Lessor harmless from and against any and all claims for
mechanics' materialmen's or other liens in connection with any Improvements,
repairs, or any work performed, materials furnished or obligations incurred by
or for Lessee.  Lessor reserves the right to enter the Premises for the purpose
of posting such notices of non-responsibility as may be permitted by law, or
desired by Lessor.

    10.  LESSOR'S REPAIRS.

    10.1  Subject to Lessee's obligation to pay rent under this Lease, Lessor
shall maintain and repair the structural elements and the public and common
areas of the Building as the same may exist from time to time, except for damage
or wear and tear which is the result of omission, negligence or willful
misconduct of Lessee or Lessee's Employees.  Lessor shall have no obligations to
make repairs under this Paragraph 10 until a reasonable time after receipt of
written notice of the need for such repairs.  In no event shall rent be abated,
nor shall Lessor have any liability for interruption or interference in Lessee's
business, on account of Lessor's failure to make repairs under this Paragraph
10.

    10.2  Lessor and its agents, contractors and employees shall have the right
to enter the Premises at all reasonable times for the purpose of making such
alterations, additions, improvements or repairs to the Premises or the Building
as Lessor may deem necessary or desirable without liability except for the
failure of Lessor to exercise due care of Lessee's property.

    11.  BUILDING SERVICES.

    11.1  Subject to Lessee's obligation to pay rent under this Lease and the
provisions of Exhibit "C", Lessor shall furnish the Premises with (a)
electricity, (b) heating, ventilation and air conditioning, (c) water, (d) non-
attended elevator service, (e) lighting replacement for building standard
lights, (f) toilet room supplies, (g) janitorial service, and (h) exterior
window washing.

    11.2  Lessee agrees to pay on demand as rent for all excessive or
additional building services and expenses ("Additional Services") related to the
use of the Premises, and Lessor shall be entitled to impose and collect charges
for Additional Services.  In the event Lessee desires to contest the charges
levied by Lessor under this Paragraph 11.2, Lessee may, as its sole remedy, have
Lessor install in the Premises a switch and metering system.  In either event,
the cost of any such meters and of the installation, maintenance, repair and
replacement thereof shall be paid for by Lessee as rent, and Lessee agrees to
pay Lessor as rent, promptly upon demand (but not more frequently than monthly),
for all such Additional Services consumed as shown by said meters, at the rates
charged for such services by the local public or private utility furnishing the
same, if applicable, plus any additional expense incurred in keeping accounts of
the Additional Services so consumed.

    11.3  No interruption or malfunction of any building services shall
constitute an eviction or disturbance of Lessee's use and possession of the
Premises or Property or breach by Lessor of any of its obligations hereunder or
render Lessor liable for damages or entitle Lessee to be relieved from any of
its obligations under this Lease.  In the event of any such interruption,
however, Lessor shall use reasonable diligence to restore such service.

    12.  ASSIGNMENT AND SUBLETTING.

    12.1  Lessee may not (a) sell, assign, transfer, or hypothecate the whole
or any part of its interest under the Lease, (b) sublet the whole or any part of
the Premises, or (c) allow the occupancy of the whole or any part of the
Premises by another, without in each case obtaining the prior written consent of
Lessor, which consent shall not be unreasonably withheld.  If Lessee is a
corporation, unincorporated association, trust, general or limited partnership,
or other business entity, the sale, assignment, transfer or hypothecation of any
stock or other ownership interest of such entity which from time to time in the
aggregate exceeds twenty-five percent (25%) of such interest (including but not
limited to the conversion of such entity to or from a limited liability company
or any other entity intended to limit the liability of the individual partners
or members of Lessee) shall be deemed an assignment subject to the provisions of
this Paragraph 12.  Notwithstanding any permitted assignment or subletting,
Lessee shall at all times (including any extended Term provided for under the
Lease) remain directly, primarily and fully responsible and liable for the
payment of rent and for compliance with all obligations under the terms,
provisions and covenants of this Lease.  Upon the occurrence of an "Event of
Default" (as defined in Paragraph 17, below) if the Premises or any part thereof
are then sublet, Lessor, in addition to any other remedies herein provided or
provided by law, may at its option collect directly from any sublessee(s) all
rents becoming due to Lessee under such sublease and apply such rent against any
sums due to Lessor from Lessee hereunder, and no such collection shall be
construed to constitute a novation or release of Lessee from the further
performance of Lessee's obligations under the Lease.  Any sale, assignment,
transfer or hypothecation of Lessee's interest under this Lease, and any
proposed subletting or occupancy of the Premises not in compliance with this
Paragraph 12 shall be void and shall, at the option of Lessor and upon notice to
Lessee, terminate this Lease.  This Lease shall not be assignable by operation
of law, except that if Lessee is a natural person, this Lease shall be binding
upon and inure to the benefit of the estate of Lessee.


                                          6

<PAGE>

    12.2  In the event Lessee desires to sublet all or any portion of the
Premises, Lessee shall give not less than ninety (90) days' prior written notice
thereof to Lessor setting forth the name of the proposed subtenant and its type
of business, the term, rental rate, use of the Premises, and any other relevant
particulars of the proposed subletting.  In addition to Lessor's right of
approval pursuant to paragraph 12.1, above, Lessor shall have the option, in the
event of any proposed subletting to cancel this Lease as to the affected portion
of the Premises as of the proposed effective date of the subletting set forth in
Lessee's notice.  The option shall be exercised, if at all, by Lessor giving
Lessee written notice thereof within sixty (60) days following Lessor's receipt
of Lessee's written request.  Upon any such cancellation Lessee shall pay to
Lessor all amounts, as estimated by Lessor, payable by Lessee to such
termination date with respect to that portion of any obligations, costs or
charges which are the responsibility of Lessee under this Lease allocable to the
affected portion of the Premises.  Further, upon any such cancellation Lessor
and Lessee shall have no further obligations or liabilities to each other with
respect to the affected portion of the Premises, except with respect to
obligations or liabilities which have accrued as of such cancellation date (in
the same manner as if such cancellation date were the date originally fixed for
the expiration of the Term).  Without limitation, Lessor may lease the Premises
to the prospective sublessee, without liability to the Lessee.  Lessor's failure
to exercise said cancellation right as herein provided shall not be construed as
Lessor's consent to the proposed subletting.  Any sublease shall contain
language whereby the subtenant expressly assumes all applicable obligations of
Lessee under this Lease, and shall provide that Lessor will be entitled to
enforce such obligations directly against the subtenant as though Lessor were a
party to the sublease.

    12.3  Lessee shall in no event assign less than its entire interest in this
Lease.  In the event Lessee desires to assign all (but not less than all) of its
interest under this Lease, Lessee shall give not less than ninety (90) days'
prior written notice thereof to Lessor setting forth the name of the proposed
assignee and its type of business, the terms of the assignment, the proposed use
of the Premises, and any other relevant particulars of the proposed assignment,
including without limitation, evidence satisfactory to Lessor that the proposed
assignee will immediately occupy and thereafter use the entire Premises for the
remaining Term of this Lease.  At the time of giving notice, Lessee shall also
submit to Lessor tax returns and financial statements of the proposed assignee
for the two most recent completed fiscal years of the proposed assignee, and a
bank reference or bank statements for the most recent twelve months.  Lessee
shall upon demand furnish such supplemental information as Lessor may reasonably
request concerning the proposed assignee.  Lessor may, as a condition of giving
its consent to such assignment, require an additional security deposit, personal
guarantee or other protection from Lessee or the proposed assignee if, in
Lessor's reasonable opinion, such conditional requirement is necessary to
protect Lessor's interest under the Lease.  If Lessee is in default under the
Lease at the time of the proposed assignment or sublease, Lessor may as a
condition of its consent to such proposed assignment or sublease require Lessee
to cure any defaults then exiting.  In addition to Lessor's right of approval
pursuant to Paragraph 12.1, above, Lessor shall have the option, in the event of
any proposed assignment, to cancel this Lease as of the proposed effective date
of the assignment set forth in Lessee's notice.  The option shall be exercised,
if at all, by Lessor giving Lessee written notice thereof within sixty (60) days
following Lessor's receipt of Lessee's written request.  Upon any such
cancellation, Lessee shall pay to Lessor all amounts, as estimated by Lessor,
payable by Lessee to such termination date with respect to any obligations,
costs or charges which are the responsibility of Lessee under this Lease.
Further, upon any such cancellation, Lessor and Lessee shall have no further
obligations or liabilities to each other under this Lease, except with respect
to obligations or liabilities which have accrued as of such cancellation date
(in the same manner as if such cancellation date were the date originally fixed
for the expiration of the Term).  Without limitation, Lessor may lease the
Premises to the prospective assignee, without liability to the Lessee.  Lessor's
failure to exercise said cancellation right as herein provided shall not be
construed as Lessor's consent to the proposed assignment.

    12.4  At the time of giving notice of any proposed sublease or assignment,
Lessee shall pay to Lessor the following fee to cover handling charges for each
assignment or sublease Lessor is requested to approve:

    Amount of Square Footage
    -------------------------
    To Be Assigned or Subleased             Fee
    ---------------------------             ---
               1 -   599                  $125.00
             600 -   999                  $200.00
           1,000 - 2,999                  $350.00
           3,000 - 9,999                  $550.00
          10,000 or more                $1,000.00

Payment of these handling charges shall be deemed a condition precedent for
Lessor's consent to any proposed sublease or assignment.  The fee shall be non-
refundable, whether or not Lessor consents to the proposed sublease or
assignment.  Lessor's receipt of such fee shall not impose upon Lessor any
obligation to consent to any proposed sublease or assignment.

    12.5  Within a reasonable time following its review of all documentation to
be submitted by Lessee hereunder, Lessor may by written notice to Lessee elect
to (1) consent to the proposed sublease or assignment, or (2) reasonably
disapprove of the proposed sublease or assignment, setting forth in writing
Lessor's grounds for doing so.  Such grounds may include, without limitation,
Lessee's failure to pay the fee provided in Paragraph 12.4, above, a material
increase in the impact upon the common areas of the Building or the parking
facilities, a material increase in the demands for Building Services supplied by
Lessor, a reputation for financial reliability on the part of the proposed
assignee which is deemed unsatisfactory by Lessor, or the type of business in
which the proposed sublessee or assignee is or will be engaged is inconsistent
with the character and high quality reputation of the Building, in the
reasonable judgment of Landlord, or conflicts with a use for which another
tenant in the Building has an exclusive right.  No delay in Lessor's review of
the documentation or consideration of the proposed sublease or assignment shall
constitute a consent by Lessor.  If Lessor consents to the proposed sublease or
assignment, Lessee shall pay to Lessor as additional rent, within five (5)
business days following the due date of such sums: (a) fifty percent (50%) of
the amount by which (i) the rent payable by such assignee, sublessee or 
sublessees to Lessee throughout the term exceeds (ii) the rent to otherwise 
payable by Lessee to Lessor under this Lease; plus (b) fifty percent (50%) of
all other consideration payable for the assignment or sublease of this Lease,
including, but not limited to, key money and excess Security Deposit.  This
covenant shall survive the expiration of the Term of this Lease.  In addition,
Lessee shall provide Lessor with a copy of the executed sublease or assignment
promptly following full execution of the document.  Any sublease or assignment
consented to by Lessor shall not be subsequently modified or


                                          7

<PAGE>

amended without Lessor's prior written consent.  The consent of Lessor to any
sublease or assignment shall not constitute a consent to any subsequent sublease
or assignment pertaining to the Lease, whether by Lessee or by any sublessee,
assignee or other transferee.

    12.6  Notwithstanding anything to the contrary contained in the Lease,
Lessee shall have the right, without prior consent of Lessor but with reasonable
prior notice to Lessor, to assign this Lease or sublet the whole or any part of
the Premises to a subsidiary or affiliate of Lessee provided that:  (1) Lessee
has controlling interest (i.e., more than 50%) of such subsidiary or affiliate;
(2) Lessee shall remain fully liable during the unexpired Term of this Lease;
and (3) any such assignment, sublease, or transfer shall be subject to all of
the terms, covenants and conditions of this Lease and such assignee, sublessee
or transferee shall expressly assume the obligations of Lessee under the Lease
by a document reasonably satisfactory to Lessor.  Lessee shall also upon demand
provide Lessor with documentation establishing to Lessor's reasonable
satisfaction that the assignee, sublessee or transferee is in fact a subsidiary
or affiliate of Lessee.

    12.7  Lessor shall have the right to sell, transfer, or assign any of its
rights and obligations under this Lease.

    13.  SUBSTITUTED PREMISES.

    Lessor reserves the right, upon not less than sixty (60) days' prior
written notice to Lessee, to substitute for the Premises if the same contains
5,000 square feet of Net Rentable Area or less, some other premises within the
Building having substantially equivalent Net Rentable Area as the Premises,
provided that Lessor shall pay all expenses reasonably incurred in removing
Lessee's property to such new location, and upon the expiration of such written
notice of not less than sixty (60) days, such other premises shall be
substituted for the Premises for all purposes under this Lease.

    14.  INDEMNIFICATION; INSURANCE.

    14.1  Lessee shall, with respect to its activities pursuant to this Lease,
including, without limitation, Lessee's activities at the Property and the
Premises (including, without limitation, Lessee's or Lessee's Employees' use of
the Premises, the conduct of Lessee's business, any activity, work or things
done, permitted or suffered by Lessee in or about the Premises or the Property,
Lessee's or Lessee's Employees' nonobservance or nonperformance of any statute,
law, ordinance, rule or regulation, or any actual or alleged negligence of the
Lessee or Lessee's Employees), defend, indemnify, forever save and hold Lessor,
Lessor's agents, contractors, licensees, employees, directors, officers,
partners, trustees and invitees, and each of them (collectively "Lessor's
Employees") harmless from and against any and all damages, claims, losses,
demands, litigation, costs, expenses (including, without limitation, reasonable
attorneys' fees and costs), obligations, liens, liabilities, actions and causes
of action, threatened or actual, awards, fines or judgments arising by reason of
the death or bodily injury to persons, injury to property, or other loss, damage
or expense of any kind, including any of the same resulting from Lessor's or
Lessor's Employees' alleged or actual act or omission, regardless of whether
such act or omission is active or passive; provided, however, the Lessee shall
not be obligated to defend Lessor or Lessor's Employees with respect to damages
which are due to the sole negligence or willful misconduct of Lessor or Lessor's
Employees, or any of them.

    14.2  Throughout the term of this Lease, Lessee shall maintain and keep in
full force and effect Commercial General Liability Insurance, including
Contractual Coverage, on an occurrence basis in an amount not less than
$1,000,000 per occurrence and not less than $2,000,000 in the aggregate.  Prior
to the Commencement Date and thereafter throughout the term of this Lease as
necessary, Lessee shall provide to Lessor Certificate(s) of insurance evidencing
such liability coverage, which Certificate(s) shall contain an endorsement
naming 1875/1925 Century Park East Company, Watt Management Company and Teachers
Insurance and Annuity Association as additional insureds.  Said insurance shall
provide for notice to Lessor not less than thirty (30) days prior to expiration
or cancellation thereof or default thereunder.  Lessor shall have the right to
require an increase of the above liability limits if Lessor deems them to be
inadequate in light of then-existing industry standards applicable to comparable
office lease practice in the Century City area.  Nothing contained in this 
Paragraph 14.2 shall be deemed to limit in any way the liability of Lessee 
and/or Lessee's Employees under 14.1, above.

    14.3  Throughout the term of this Lease, Lessee shall maintain on all its
Personal Property and Lessee's Total Improvements a policy of Property Insurance
providing all risk coverage including Fire and Extended Coverages, and Special
Form.  Prior to the Commencement Date, and thereafter throughout the term of
this Lease as necessary, Lessee shall provide to Lessor Certificate(s) of
Insurance evidencing such coverage.  Said insurance shall provide for notice to
Lessor not less than thirty (30) days prior to expiration or cancellation
thereof or default thereunder.

    14.4  Lessee, as a material part of the consideration to Lessor, hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises from any cause and Lessee hereby waives all claims in respect
thereof against Lessor.  Lessor and Lessor's Employees shall not be liable for
any damage to property entrusted to Lessor or Lessor's Employees, nor for loss
of or damage to any property by theft or otherwise, nor for any injury or damage
to persons or property resulting from any cause whatsoever, unless caused by or
due to the gross negligence of Lessor or Lessor's agents or employees.  Lessor
and Lessor's Employees shall not be liable for any latent defect in the Premises
or in the Building.  Lessee shall give prompt notice to Lessor in case of fire
or accidents in the Premises or in the Building.

    14.5  In addition to and cumulative of any statutory lien in favor of
Lessor, upon any default by Lessee under this Lease, Lessee shall be deemed to
have granted to Lessor a lien and security interest on all merchandise and
Personal Property placed in, on or about the Premises by Lessee to secure the
performance by Lessee of all of its obligations under this Lease.  Upon request
of Lessor, Lessee agrees to execute a California Form UCC-1 relating to this
security interest.

    14.6  Lessee and Lessor each hereby waive any and all rights of recovery
against the other, or against the officers, employees, agents, and
representatives of the other, for loss of or damage to such waiving party or its
property or the property of others under its control to the extent that such
loss or damage is insured against under any valid and collectible insurance
policy in force at the time of such loss or damages.  Lessee shall, upon
obtaining the policies of insurance required hereunder, give notice to the
insurance carrier or carriers that the foregoing mutual waiver of subrogation is
contained in this Lease.


                                          8


<PAGE>

      15. DAMAGE OR DESTRUCTION.

      15.1  Subject to the provisions of Paragraphs 15.2 and 15.3, below, in 
the even the Building or the Premises are wholly or partially destroyed by 
fire or other casualty covered by fire and extended coverage insurance 
maintained by Lessor, Lessor shall repair or restore (or cause the repair or 
restoration of) the Building or the Premises to substantially the same 
condition as prior to such destruction, and this Lease shall continue in full 
force and effect; provided that in the event Lessor reasonably determines 
that either the Building or the Premises are destroyed to the extent of more 
than one-third (1/3) of their replacement cost (exclusive of footings and 
foundations), or if such destruction occurs in the last twenty-four (24) 
months of the Term, Lessor shall have the right in its sole and absolute 
discretion to terminate this Lease by giving Lessee written notice within 
sixty (60) days after the occurrence of such destruction of its intention to 
terminate this Lease. In the event the Building or the Premises is wholly or 
partially destroyed by any other cause, Lessor shall have the right in its 
sole and absolute discretion to terminate this Lease by giving Lessee written 
notice within sixty (60) days after the occurrence of such destruction of its 
intention to terminate this Lease. If Lessor does not terminate this Lease, 
Lessor shall diligently pursue repair and restoration to completion, and if 
the destruction is so extensive as to render the Premises unusable, then the 
rent shall be reduced in the same proportion as the Net Rental Area of the 
Premises rendered unusable bears to the Net Rentable Area of the Premises 
until and to the extent that the unusable portion shall be restored by 
Lessor, but Lessee shall in no event be entitled to compensation or damages 
on account of annoyance or inconvenience in making said repairs, or on 
account of construction or on account of termination of this Lease.

      15.2  If such damage or destruction occurs as a result of the 
negligence or willful conduct of Lessee or Lessee's Employees, Lessee shall 
forthwith undertake to repair or restore such damage or destruction at 
Lessee's sole cost and expense, and this Lease shall continue in full force 
and effect; provided that Lessee shall be relieved of its obligation pursuant 
to this Paragraph 15.2 to the extent that insurance proceeds are collectible 
by Lessor in accordance with Paragraph 14.5, above.

      15.3  Lessor shall not be required to repair any damage to any Personal 
Property or Lessee's Total Improvements, and in each case Lessee shall 
restore all such Personal Property and Lessee's Total Improvements. Lessor or 
Lessor's Employees shall have no responsibility for contents placed or kept 
in the Premises or the Property by Lessee or Lessee's Employees.

      15.4  This Paragraph 15 shall be Lessee's sole and exclusive remedy in 
the event of the damage or destruction, and hereby waives the benefit of
California Civil Code PARAGRAPHS 1932(2) and 1933(4).

      16.  EMINENT DOMAIN.

      16.1  If the whole of the Premises or more than twenty-five percent 
(25%) of the Building shall be taken under the power of eminent domain, this 
Lease shall automatically terminate as of the date of final judgement in such 
condemnation, or as of the date possession is taken by the condemning 
authority, whichever is earlier. A sale by Lessor under threat of 
condemnation shall constitute a "taking" for the purpose of this Paragraph 
16. No award for any partial or entire taking shall be apportioned and Lessee 
hereby assigns to Lessor any award which may be made in such taking or 
condemnation, together with any and all rights of Lessee now or hereafter 
arising in or to the same or any part thereof, including, without 
limitation, any award or compensation for the value of all or any part of the 
leasehold estate; provided that nothing contained herein shall be deemed to 
give Lessor any interest in or to require Lessee to assign to Lessor any 
award made to Lessee for the taking of Personal Property installed by and 
belonging to Lessee and/or the interruption of or damage to Lessee's business 
so long as it does not diminish the Lessor's award. In the event of a partial 
taking which does not result in a termination of this Lease, the Rental shall 
be reduced proportionately based on the portion of the Premises rendered 
unusable, and Lessor shall restore the Premises or the Building to the extent 
of available condemnation proceeds.

      16.2  This Paragraph 16 shall be Lessee's sole and exclusive remedy in 
the event of a taking or condemnation. Each party hereto hereby waives the 
benefit of California Code of Civil Procedure Section 1265.130.

      16.3  Upon termination of this Lease pursuant to this Paragraph 16, 
Lessee and Lessor hereby agree to release each other from any and all 
obligations and liabilities with respect to this Lease except such 
obligations and liabilities which arise or accrue prior to such termination.

      17.  DEFAULTS.

      17.1  Each of the following shall be deemed an "Event of Default" by 
Lessee and a material breach of the Lease:

            (a) Lessee shall fail to pay the Rental or any other sum payable 
      by Lessee hereunder, as and when due.

            (b) Lessee shall fail to observe, keep or perform any of the 
      other terms, covenants, agreements or conditions under this Lease, 
      including, without limitation, the "Rules" (as defined in Paragraph 21, 
      below), that Lessee is obligated to observe or perform for a period of 
      ten (10) days after written notice by Lessor; provided that if the 
      nature of Lessee's default is such that it cannot be cured solely by 
      the payment of money and that more than ten (10) days are reasonably 
      required for its cure, then Lessee shall not be in default hereunder if 
      it shall commence the correction of such default so specified within 
      said ten (10) day period and diligently prosecutes the same to 
      completion.

            (c) Lessee shall vacate or abandon the Premises and shall not 
      continue to pay the rent as set forth herein;

            (d)   (i) Lessee (or a general partner of Lessee, if Lessee is a 
            partnership) shall make an assignment for benefit of creditors; or

                  (ii) A custodian, trustee, receiver or agent is appointed 
            or takes possession of substantially all of the property of 
            Lessee (or a general partner of Lessee); or


                                      9

<PAGE>

                 (iii) Lessee (or a general partner of Lessee) becomes 
             "insolvent" as that term is defined in Section 101(26) of the 
             "Revised Bankruptcy Act" (Title 11 of the United Stated Code; 
             11 U.S.C. Section 101 et seq.); or

                  (iv) Lessee (or a general partner of Lessee) shall (A) file 
             a petition with the bankruptcy court under the Revised Bankruptcy 
             Act, or (B) otherwise, file any petition or apply to any tribunal 
             for appointment of a custodian, trustee or receiver of Lessee (or 
             of a general partner of Lessee) or commence any proceeding 
             relating to Lessee (or a general partner of Lessee) under any 
             bankruptcy or reorganization statute or under any arrangement, 
             insolvency, readjustment of debt, dissolution or liquidation law 
             of any jurisdiction, whether now or hereafter in effect; or

                   (v) Any petition is filed against Lessee (or a general 
             partner of Lessee) under the Revised Bankruptcy Act and either 
             (A) the bankruptcy court orders relief against Lessee (or a 
             general partner of Lessee) under the chapter of the Revised 
             Bankruptcy Act under which the petition was filed, or (B) such 
             petition is not dismissed by the bankruptcy court within thirty 
             (30) days of the date of filing; or

                  (vi) Any petition or application of the type described in 
             subparagraph (v)(B), above, is filed against Lessee (or a general 
             partner of Lessee), or any proceeding of the type described in 
             subparagraph (v)(B), above, is commenced, and either (A) Lessee 
             (or a general partner of Lessee) by any act indicates its 
             approval thereof, consent thereto, or acquiescence therein, or 
             (B) an order is entered appointing any such custodian, trustee, 
             receiver or agent, adjudicating Lessee (or a general partner of 
             Lessee) bankrupt or insolvent, or approving such petition or 
             application in any such proceeding, and any such order remains in 
             effect for more than thirty (30) days.

             (e) Any guarantor of this Lease shall default under any guaranty 
     of this Lease, or shall or attempts to repudiate or revoke any such 
     guaranty or any obligation under such guaranty; or the occurrence of any 
     event described in Paragraph 17(d), above, with respect to any guarantor 
     of this Lease (as if Paragraph 17(d) referred to such guarantor in place 
     of "Lessee").

     18.  REMEDIES.

     Upon the occurrence of an Event of Default hereunder, Lessor may at any 
time thereafter, without notice or demand except as stated hereafter and 
without limiting Lessor in the exercise of any other right or remedy which 
Lessor may have by reason of such default or breach:

             (a) Enter upon and take possession of the Premises. In such 
     event, Lessor shall have the right to remove all persons and property 
     from the Premises and store such property in a public warehouse or 
     elsewhere at the cost and risk of and for the account of Lessee, and all 
     such persons shall quit and surrender possession of the Premises to 
     Lessor. Lessee hereby waives all claims for damages which may be caused 
     by the entry of Lessor and taking possession of the Premises or removing 
     and storing the furniture and property and hereby agrees to indemnify and 
     save Lessor harmless from any loss, costs, damages or liability 
     occasioned thereby, and no such entry shall be considered or construed to 
     be a forcible entry. Should Lessor elect to enter, as hereby provided, or 
     should Lessor take possession pursuant to legal proceedings or pursuant 
     to any notice provided by law, Lessor may terminate this Lease pursuant 
     to Paragraph 18(b), below.

             (b) Terminate this Lease and Lessee's right to possession of the 
     Premises at any time. Acts of maintenance, efforts to relet the Premises, 
     or the appointment of a receiver on Lessor's initiative to protect 
     Lessor's interest under this Lease shall not constitute a termination of 
     Lessee's right to possession. On termination of this Lease, Lessor may 
     recover from Lessee (i) the worth at the time of the award of the unpaid 
     rent that had been earned at the time of termination; (ii) the worth at 
     the time of the award of the amount by which the unpaid rent that would 
     have been earned after the date of termination until the time of award 
     exceeds the amount of the loss of rent for the same period that Lessee 
     proves could have been reasonably avoided; (iii) the worth at the time 
     of the award of the amount by which the unpaid rent for the balance of 
     the Term after the time of award exceeds the amount of the loss of rent 
     for the same period that Lessee proves could have been reasonably avoided;
     and (iv) any other amount, and court costs, necessary to compensate Lessor
     for all detriment proximately caused by Lessee's default. "The worth at 
     the time of the award," as used in (i) and (ii) of this Paragraph, is to 
     be computed by allowing interest at the rate of ten percent (10%) per 
     annum. "The worth at the time of the award," as referred to in (iii) of 
     this Paragraph is to be computed by discounting the amount at the 
     discount rate of the Federal Reserve Bank of San Francisco at the time 
     of the award, plus one percent (1%).


             (c) Continue this Lease in full force and effect, and this Lease 
     will continue in effect as long as Lessor does not terminate Lessee's right
     to possession, and Lessor shall have the right to collect rent when due.

             (d) Pursue any other remedy now or hereafter available to Lessor 
     under the laws on judicial decisions of the State of California.

     19. ATTORNEYS' FEES.

     If either Lessor or Lessee commences or engages in, or threatens to 
commence or engage in, an action by or against the other party arising out of 
or in connection with this Lease or the Premises, including but not limited 
to any section for recovery of rent due and unpaid, to recover possession or 
for damages for breach of this Lease, the prevailing party shall be entitled 
to have and recover from the losing party reasonable attorneys' fees and 
other costs incurred in connection with the action and in preparation

                                       10

<PAGE>

for said action. If Lessor becomes involved in any action, threatened or 
actual, by or against anyone not a party to this Lease, but arising by reason 
of or related to any act or omission of Lessee or Lessee's Employees, Lessee 
agrees to pay Lessor's reasonable attorneys' fees and other costs incurred in 
connection with the action and in preparation for said action.

     Lessor and Lessee hereby waive their respective right to trial by jury 
of any cause of action, claim, counterclaim or cross-complaint in any action, 
proceeding and/or hearing brought by either Lessor against Lessee or Lessee 
against Lessor on any matter whatsoever arising out of, or in any way 
connected with, this Lease, the relationship of Lessor and Lessee, Lessee's 
use or occupancy of the Premises, or any claim of injury or damage, or the 
enforcement of any remedy under any law, statute, or regulation, emergency or 
otherwise, now or hereafter in effect.

     20. SUBORDINATION.

     This Lease and the rights of Lessee hereunder shall be and are hereby  
made subject and subordinate at all times to any ground lease of the Property 
and/or the Building now or hereafter existing and all amendments, renewals, 
modifications, supplements and spreaders thereto and extensions thereof, and 
to the lien of any first deed of trust now or hereafter existing against the 
Property and/or the Building and/or the ground leasehold estate, and to all 
advances made or hereafter to be made upon the security thereof. Lessee 
agrees to execute and deliver such further instruments subordinating this 
Lease to any such ground lease or to the lien of any such first deed of trust 
as may be requested in writing by Lessor from time to time. Lessee 
acknowledges that its title is and always shall be subordinate to the title 
of the owner of the Property and the Building and nothing herein contained 
shall empower Lessee to do any act which can, shall or may encumber the title 
of the owner of the Property or the Building. In the event of the 
cancellation or termination of any such ground lease in accordance with its 
terms or by the surrender thereof, whether voluntary, involuntary or by 
operation of law, or by summary proceedings, or the foreclosure of any such 
first deed of trust by voluntary agreement or otherwise, or the commencement 
of any judicial action seeking such foreclosures, Lessee, at the request of 
the then Lessor, shall attorn to and recognize such ground lessor, 
beneficiary or purchaser in foreclosure as Lessee's Lessor under this Lease. 
Lessee agrees to execute and deliver at any time upon request of such ground 
Lessor, beneficiary purchaser, or their successors, any instrument to further 
evidence such attornment. Lessee hereby waives its right, if any, to elect to 
terminate this Lease or to surrender possession of the Premises in the event 
of any such ground lease termination or first deed of trust foreclosure. 
Lessee also agrees that any beneficiary under a first deed of trust may, at 
its option, unilaterally elect to partially subordinate, by an instrument in 
form and substance satisfactory to such beneficiary, such first deed of trust 
to this Lease. Lessee, in such case, agrees to execute with reasonable 
promptness and to deliver to Lessor any such subordination instrument 
confirming such subordination. Any failure or refusal by Lessee to execute 
such instrument shall in no way affect the validity or enforceability of such 
subordination.

     21. RULES AND REGULATIONS.

     Lessee shall faithfully observe and comply with the Building rules and 
regulations, a copy of which is attached hereto as Exhibit "D", and all 
reasonable non-discriminatory modifications and additions thereto from time to 
time put into effect by Lessor (the "Rules"). Lessor shall not be  
responsible to Lessee for the non-performance of any of said Rules by any 
other occupant of the Property.

      22. HOLDING OVER.

      Should Lessee hold over after the expiration or sooner termination of 
this Lease with Lessor's prior written consent, such possession by Lessee 
shall be deemed to be a month-to-month tenancy subject to each and all terms 
and conditions of this Lease as applicable to a month-to-month tenancy, and 
such tenancy shall be terminable upon not less than thirty (30) days' notice 
given by either Lessor or Lessee at any time. During such holding over, 
Lessee shall pay in advance monthly rent equal to the greater amount of: a) 
the product of the rentable area times the Base Rent per square foot of 
rentable area being quoted generally by Lessor to prospective lessees, or b) 
the rental rate established under the Lease for the last month of the Term of 
the Lease, plus fifty percent (50%). In addition, Lessee shall pay any 
Additional Rent as set forth in Paragraph 3.2 and Paragraph 4 and any other 
charges payable under the Lease during the period in which Lessee holds over. 
The foregoing provisions of this Section are in addition to and do not affect 
Lessor's right to re-enter the Premises or any other rights of Lessor under 
the Lease or as otherwise provided by law. The terms and conditions of 
Lessee's holding over may be changed by Lessor upon not less than thirty (30) 
days' notice. If Lessee fails to surrender the Premises upon the expiration 
or sooner termination of this Lease despite demand to do so by Lessor, Lessee 
shall indemnify and hold Lessor harmless from all losses or liability, 
including without limitation, any claim made by any succeeding lessee 
founded on or resulting from such failure to surrender, any loss of rent 
from prospective Lessees, and any attorneys' fees and legal costs incurred 
by Lessor, whether or not a legal action is filed. The parties agree that if 
Lessee holds over without Lessor's prior written consent, Lessee shall be 
liable for the rental value of the Premises, which shall be deemed to be 
1 1/2 times the Base Rent and Additional Rent payable for the last month 
of the Lease term.

      23. INSPECTIONS AND ACCESS.

      Lessor may enter the Premises at reasonable hours to (a) inspect the 
same, (b) exhibit the same to prospective purchases, lenders or tenants, (c) 
determine whether Lessee is complying with all its obligations hereunder, (d) 
supply janitorial service and any other ser
vice to be provided by Lessor to 
Lessee hereunder, (d) post notices of nonresponsiblity, and (f) make repairs 
or do any work required of Lessor or permitted under the provisions of this 
Lease or make repairs or do any work for the benefit of any adjoining space 
or utility services or make repairs, alterations or additions to any other 
portion of the Building; provided that all such work shall be done as 
promptly as reasonably possible and so as to cause as little interference to 
Lessee as reasonably possible. If Lessee shall not be personally present to 
open and permit an entry into the Premises at any time when such an entry by 
Lessor is necessary or permitted hereunder, Lessor may enter by means of a 
master key without liability to Lessee except for any failure to exercise 
due care for Lessee's property, and without affecting this Lease. If during 
the last year of the Term, Lessee shall have removed substantially all of its 
property therefrom, Lessor may immediately enter and alter, renovate, and 
redecorate the Premises without reducing or abating any rent or incurring any 
liability to Lessee.

      24. NAME OF BUILDING.

      Lessee shall not use the name, insignia, or logotype of the Building 
for any purpose. Lessee shall not use any picture of the Building in its 
advertising, stationery or any other manner. Lessor expressly reserves the 
right at any time to change said name without in any manner being liable to 
Lessee therefor.


                                        11
<PAGE>

     25.  SURRENDER OF PREMISES.

     The voluntary or other surrender of this Lease by Lessee, or a mutual 
cancellation thereof, shall not work a merger, and shall, at the option of 
Lessor, terminate all or any existing subleases or subtenancies, or may, at 
the option of Lessor, operate as an assignment to it of Lessee's interest in 
any or all such subleases or subtenancies.

     26.  WAIVER.

     The waiver by Lessor of any term, covenant, agreement or condition 
herein contained shall not be deemed to be a waiver of any subsequent breach 
of the same or any other term, covenant, agreement or condition herein 
contained, nor shall any custom or practice which may grow up between the 
parties in the administration of this Lease be construed to waive or to 
lessen the right of Lessor to insist upon the performance by Lessee in strict 
accordance with all of the terms, covenants, agreements and conditions of 
this Lease. The subsequent acceptance of rent hereunder by Lessor shall not 
be deemed to be a waiver of any preceding breach by Lessor of any term, 
covenant, agreement or condition of this Lease, other than the failure of 
Lessee to pay the particular rent so accepted, regardless of Lessor's 
knowledge of such preceding breach at the time of acceptance of such rent.

     27.  SALE BY LESSOR; LESSOR'S LIABILITY

     27.1  In the event the original Lessor hereunder, or any successor, 
shall sell or convey its interest in the Property, Lessee agrees to attorn to 
such new owner. In the event of such sale, Lessor shall transfer to the new 
owner the balance of the Deposit, if any, remaining after lawful deductions 
and, after notice to Lessee, shall be relieved of all liability with respect 
to the Deposit.

     27.2  The term "Lessor" as used in this Lease so far as covenants or 
obligations on the part of Lessor are concerned shall be limited to mean and 
include only the owner or owners at the time in question of the Lessee's 
interest in a ground lease of the Land on which the Building and the Premises 
are located, or if no such ground lease exists, the owner or owners of fee 
title to the Land. In the event of any transfer or conveyance by any, 
of its interest, such Lessor shall be automatically freed and relieved from 
all liability and obligations accruing or to be performed from and after the 
date of such transfer or conveyance. The covenants and obligations contained 
in this Lease on the part of Lessor shall be binding on lessor, its 
successors and assigns, only during the periods during which it is a Lessor.

     27.3  In the event Lessor is a trust or general or limited partnership, 
Lessor's liability respecting the performance of any covenants or obligations 
on the part of Lessor contained in this Lease shall be limited to the assets 
of the trust or partnership, and Lessee shall have no right to proceed 
against or recover from any trustee or partner of Lessor, individually or 
collectively.

     28.  NO LIGHT AND AIR EASEMENT.

     Any diminution or shutting off of light or air by any structure which 
may be erected on lands adjacent to or in the vicinity of the Building shall 
in no way affect this Lease, abate rent or otherwise impose any liability on 
Lessor.

     29.  FORCE MAJEURE.

     Lessor shall not be chargeable with, liable for, or responsible to 
Lessee for anything or in any amount for any failure to perform or delay 
caused by fire, earthquake, explosion, flood, hurricane, the elements, acts 
of God or the public enemy, action, restrictions, limitations, or 
interference of governmental authorities or agents, war, invasion, 
insurrection, rebellion, riots, strikes or lockouts or any other cause 
whether similar or dissimilar to the foregoing which is beyond the reasonable 
control of Lessor and any such failure or delay due to said causes or any of 
them shall not be deemed a breach of or default in the performance of this 
Lease.

     30.  ESTOPPEL CERTIFICATES.

     Lessee shall at any time and from time to time upon not less than three 
(3) days prior written notice from Lessor execute, acknowledge and deliver to 
Lessor a statement (an "Estoppel Certificate") in writing in the form of 
Exhibit "E". Any such Estoppel Certificate may be relied upon by any 
prospective purchaser or Lender upon the security of the fee interest or 
leasehold estate in the Land or Property.

     31.  RIGHT TO PERFORMANCE.

     All covenants and agreements to be performed by Lessee under any of the 
terms of this Lease shall be performed by Lessee at Lessee's sole cost and 
expense. If Lessee shall fail to pay any sum of money required to be paid by 
it hereunder, or shall fail to perform any other act on its part to be 
performed hereunder, and such failure shall continue for ten (10) days after 
written notice thereof to Lessee (provided that no notice shall be required 
in cases of emergency), Lessor may, but shall not be obligated so to do, 
without waiving or releasing Lessee from any obligations of Lessee, make 
any such payment and perform any other act on Lessee's part to be made or 
performed as provided in this Lease. All sums so paid by Lessor and all costs 
incidental thereto (including reasonable attorneys' fees), together with 
interest thereon, shall be payable by Lessee on demand, and Lessee hereby 
covenants to pay any and all such sums as rent.

If Lessee fails to pay when due any Rental or other amounts or charges which 
Lessee is obligated to pay under the Terms of this Lease, the unpaid amounts 
shall bear interest at the maximum rate then allowed by law. Lessee 
acknowledges that the late payment of any Monthly Installments of Rental or 
other charges will cause Lessor to lose the use of that money and incur costs 
and expenses not contemplated under this Lease, including without limitation, 
administrative and collection costs and processing and accounting expenses, 
the exact amount of which is extremely difficult to ascertain. Therefore, in 
addition to interest, if any such installment is not received by Lessor 
within ten (10) days from the date it is due, Lessee shall pay Lessor a late 
charge equal to ten percent (10%) of such installment. Lessor and Lessee 
agree that this late charge represents a reasonable estimate of such costs 
and expenses and is fair compensation to Lessor for the loss suffered from 
such nonpayment by Lessee. Acceptance of any interest or late charge shall 
not constitute a waiver of Lessee's default with respect to such nonpayment 
by Lessee nor prevent Lessor from exercising any other rights or remedies 
available to Lessor under this Lease.

                                    12

<PAGE>


     32.  LESSSOR'S DEFAULT.

     32.1  Lessor shall not be deemed to be in default in the performance of 
any obligation required by it under this Lease unless and until it has failed 
to perform such obligation within thirty (30) days after written notice by 
Lessee to Lessor, specifying wherein Lessor has failed to perform such 
obligation; provided that if the nature of Lessor's obligation is such that 
more than thirty (30) days are required for its performance, Lessor shall not 
be in default if Lessor commences to cure the default within such 30-day 
period and thereafter diligently prosecutes the same to completion.

     32.2  Lessor hereby waives and relinquishes any right which Lessee may 
have to terminate this Lease or withhold rent on account of any damage, 
condemnation, destruction or state of disrepair of the Premises (including, 
without limiting the generality of the foregoing, those rights under 
California Civil Code Sections 1932, 1933(4), 1941.1 and 1942). Lessee's 
remedy for a breach of this Lease shall be limited to any action for damages, 
injunctive relief or specific performance of this Lease.

     32.3  Lessee agrees to give all beneficiaries under first deeds of 
trust, by registered mail, a copy of any notice of default served upon 
Lessor, provided that prior to such notice Lessee has been notified, in 
writing (by way of Notice of Assignment of Rents and Leases, or otherwise), 
of the address of such beneficiaries. Lessee further agrees that if Lessor 
shall have failed to cure such default within the time provided for in this 
Lease, then before Lessee pursues its other remedies, such beneficiaries 
shall have (but not the obligation) an additional thirty (30) days within 
which to cure such default, or if such default cannot be cured 
within that time, then such additional time as may be necessary, provided 
that if within such thirty (30) days, such beneficiary has commenced and is 
diligently pursuing the remedies necessary to cure such default (including 
but not limited to commencement of foreclosure proceedings, if necessary to 
effect such cure).

     33.  EXECUTION OF LEASE BY LESSOR.

     The submission of this document or examination and negotiation does not 
constitute an offer to lease, or a reservation of, or option for, the 
Premises; and this document becomes effective and binding only upon execution 
and delivery hereof by Lessee and Lessor. No act or omission of any employee 
or agent of Lessor or of Lessor's broker shall alter, change or modify any of 
the provisions of this Lease.

     34. PARKING FACILITIES.

     So long as Lessee complies with the terms, provisions and conditions of 
this Lease, Lessor shall maintain and operate, or cause to be maintained and 
operated, automobile parking facilities as they may exist from time to time 
(the "Parking Facilities") in, adjacent to or within a reasonable distance 
from the Building. Lessee's privileges suring such time with respect to the 
Parking Facilities shall be in accordance with the provisions of Exhibit "F". 
As used in this Lease, the term "Parking Facilities" shall be deemed to refer 
only to the structures or improvements constructed exclusively for automobile 
parking, and shall not include elevators, ramps, roadways and other routes 
for pedestrian and vehicular access to the Parking Facilities.

     35.  NOTICES.

     All notices and demands which may or are required to be given by either 
party to the other hereunder shall be deemed to have been fully given when 
made in writing and deposited in the United States mail, certified or 
registered, postage prepaid, and addressed as follows:  To Lessee, to ___  
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
or to the Premises; to Lessor, to Building Manager, 1875 Century Park East, 
Los Angeles, California 90067 with a copy to Lessor at 2716 Ocean Park 
Boulevard, P.O. Box 2114, Santa Monica, CA. 90406, Attention: General 
Counsel, and a copy to Teachers Insurance and Annuity Association of America, 
730 Third Avenue, New York, New York 10017, Attention: Mortgage Loan 
Department, or to such other place or places as Lessor may from time to time 
designate in a notice to Lessee.

     36. MISCELLANEOUS.

     36.1  If Lessee is a corporation, each individual executing this Lease 
on behalf of Lessee represents and warrants that he/she is duly authorized to 
execute and deliver this Lease on behalf of Lessee in accordance with a duly 
adopted resolution of Lessee's Board of Directors, and that this Lease is 
binding upon Lessee in accordance wit its terms, and Lessee shall, 
concurrently with execution of this Lease, deliver to Lessor a certified copy 
of a resolution of its Board of Directors authorizing the execution of this 
Lease. If Lessee is a partnership or trust, each individual executing this 
Lease on behalf of Lessee represents and warrants that he/she is duly 
authorized to execute and deliver this Lease on behalf of Lessee in 
accordance with the terms of such entity's partnership agreement or trust 
agreement, respectively; and that this Lease is binding upon Lessee in 
accordance with its terms, and Lessee shall, concurrently with execution of 
this Lease, deliver to Lessor such certificates or written assurances as 
Lessor may reasonably request authorizing the execution of this Lease.

     36.2  This Lease contains the entire agreement between the parties 
respecting the Lease of the Premises and all matters covered or mentioned 
herein. This Lease may not be altered, changed or amended except by an 
instrument in writing signed by both parties hereto.

     36.3  The illegality, invalidity or unenforceability of any provision of 
this Lease shall in no way impair or invalidate any other provision of this 
Lease, and such remaining provisions shall remain in full force and effect.

     36.4  All provisions, whether covenants or conditions, on the part of 
Lessee shall be deemed to be both covenants and conditions.

     36.5  Other than NONE ("Broker"), Lessee hereby warrants and represents 
that it has not employed or dealt with any other broker or finder in 
connection with this Lease. Lessee hereby agrees to hold Lessor harmless from 
any and all claims of any other broker or finder on account of a brokerage 
commission or finder's fee in connection with the negotiation or executions 
of this Lease.

     36.6  The words "Lessor" and "Lessee" as used herein shall include the 
plural as well as the singular. Words used in masculine gender include the 
feminine and neuter. If there be more than one Lessee, the obligations 
hereunder imposed upon Lessee shall be joint and several. The paragraph 
headings of this Lease are not a part of this 



                                    13

<PAGE>

Lease and shall have no effect upon the construction or interpretation of any 
part hereof. The terms, covenants, conditions and agreement herein contained 
shall, subject to the provisions of Paragraphs 12 and 27, above, apply to and 
bind the heirs, successors, legal representatives and assigns of the parties 
hereto. This Lease shall be governed by and construed pursuant to the laws of 
the State of California.

     36.7  All exhibits attached to this Lease are hereby incorporated by 
this reference and made of a part hereof. In the event of variation or 
discrepancy, the duplicate original hereof (including exhibits, if any) held 
by Lessor shall control.

     36.8  Lessor and Lessee agree that in all events this Lease shall not be 
recorded by Lessee.

     36.9  Subject to the provisions of Paragraph 29, above, time shall be of 
the essence of this Lease and of each of the provisions hereof.

     36.10  No remedy or election given by any provision of this Lease shall 
be deemed exclusive unless so indicated, but it shall, whenever possible, be 
cumulative with all other remedies in law or equity.

     36.11  Any obligation of Lessor under this Lease may be fulfilled by an 
agent, employee or independent contractor of Lessor.

     IN WITNESS WHEREOF, the parties have executed this Lease on the day and 
year first above written.

"LESSEE" COMMUNICATIONS AND ENTERTAINMENT CORPORATION, 
           a Nevada corporation

By: 
    ------------------------------
     Its:     CEO
          ------------------------

By:     /s/   JAY GEHLIN
    ------------------------------

     Its:     CFO
          ------------------------

"LESSOR"
1875/1925 CENTURY PARK EAST COMPANY,
a California general partnership

By: Watt Family Properties, Inc. dba
    Watt Management Company
    Its Agent

    By:   /s/  AUSTIN M. REYNOLDS
        --------------------------
        Vice President

                                     14



<PAGE>

This entire rider ("Rider") is attached to and made a part of that Lease 
Agreement and Exhibits A-F (the "Lease") dated the 9th day of May, 1996 by 
and between 1875/1925 CENTURY PARK EAST COMPANY ("Lessor") and COMMUNICATIONS 
AND ENTERTAINMENT CORPORATION ("Lessee"). In the event of any inconsistencies 
between the terms and provisions of the Riders and those of the Lease, the 
Rider shall control.

                                    RIDER A
                              LEASE SUBSTITUTION

This Lease is subject to Lessor and SeraCare, Inc. executing a lease for 
Suite 1970 at 1925 Century Park East which subsequently shall cancel the 
lease for Suite 2130 at 1875 Century Park East by and between American Blood 
Institute, Inc. and Lessor. In the event that Lessor and SeraCare, Inc. do 
not execute a lease for Suite 1970 then this Lease for Suite 2130 by and 
between Communications and Entertainment Corporation shall be null and void.

                                  15
<PAGE>
                                1875 Century Park East




                                     [FLOOR PLAN]




                                      21ST FLOOR



                                      EXHIBIT A


COMMUNICATIONS AND ENTERTAINMENT CORPORATION
1875 Century Park East
Suite 2130

2,948 Net Rentable square feet
(3,272 rentable square feet)
<PAGE>

                                      EXHIBIT B
                                 DESCRIPTION OF LAND


PHASE I PARCEL

That portion of Parcel B in the City of Los Angeles, County of Los Angeles,
State of California, as shown on Parcel Map L.A. No. 3247 filed in Book 69,
Pages 93 and 94 of Parcel Maps in the Office of the County Recorder of said
County, and those portions of Lots 4 and 5 of Tract No. 30364, in said City,
County and State, as per Map recorded in Book 803 pages 63 and 64 of Maps, in
said County Recorder's Office.



PHASE II PARCEL

Those portions of Lots 4 and 5 of Tract No. 30364, in the City of Los Angeles,
County of Los Angeles, State of California, as per Map recorded in Book 803
Pages 63 and 64 of Maps, in the Office of the County Recorder of said County,
lying northeasterly of the southeasterly prolongation of that certain course in
the southwesterly boundary of Parcel B of Parcel Map L.A. No. 3247, in said
City, County and State, filed in Book 69 Pages 93 and 94 of Parcel Maps in said
County Recorder's Office.










                                      EXHIBIT B
<PAGE>

                                 EXHIBIT "C"

                     STANDARDS FOR UTILITIES AND SERVICES

     The following are the Standards for Utilities and Services.  Lessor 
reserves the right to adopt such reasonable non-discriminatory modifications 
and additions hereto as it deems appropriate.

     As long as Lessee is not in default under any of the terms, covenants, 
conditions, provisions or agreements of this Lease, Lessor shall, subject to 
limitations and provisions hereinafter set forth in this Exhibit C:

          (a)   Provide automatic elevator facilities.

          (b)   Provide to the Premises, on Monday through Friday from 8 A.M. 
to 6 P.M., and on Saturdays from 8 A.M. to 1 P.M., (and at other times for a 
reasonable additional charge to be fixed by Lessor), heating, ventilation, 
and air conditioning (HVAC), when in the judgment of Lessor it may be 
required for the comfortable occupancy of Premises for general office 
purposes.  Lessor shall not be responsible for room temperatures if the 
Premises are used for other than general office purposes.

          (c)   Furnish to the Premises, during the times specified in 
Paragraph (b) hereof, electric current for routine lighting and the operation 
of general office machines such as typewriters and computers, which use 110 
volt electric power, not to exceed the reasonable capacity of Building 
standard office lighting and receptacles, and not in excess of limits imposed 
by governmental authority.  Lessee agrees, should its electrical installation 
or electrical consumption be in excess of the aforesaid use or extend beyond 
the times specified in Paragraph (b), to reimburse Lessor for the excess 
utilities as provided in Paragraph 11.2 of the Lease.

          (d)  Furnish water for drinking fountains and restrooms provided by 
Lessor.

          (e)   Provide janitorial services to the Premises Monday through 
Friday (except state and federal holidays), provided the same are used 
exclusively as offices, and are kept reasonably in order by Lessee.  If 
Premises are not used exclusively as offices, they shall be kept clean and in 
order by Lessee, at Lessee's expense, and to the satisfaction of Lessor, and 
by persons approved by Lessor.  Lessee shall pay to Lessor the cost of removal 
of any of Lessee's refuse and rubbish, to the extent that the same exceeds 
the refuse and rubbish usually attendant upon the use of the Premises for 
general office purposes.

          No electrical equipment, air conditioning or heating units, or 
plumbing additions shall be installed, nor shall any changes to the Building 
HVAC, electrical or plumbing systems be made without prior written approval 
of Lessor, which consent shall be subject to Lessor's sole and absolute 
discretion.  Lessee shall pay any additional cost on account of any increased 
support to the floor load or additional equipment required for such 
installations, and such installations shall otherwise be made in accordance 
with Paragraph 7.2 of the Lease.

         Lessee will not, without prior written consent of Lessor, use any 
apparatus, machine or device in the Premises, including, without limitation, 
duplicating machines, electronic data processing machines, punch card 
machines and machines using current in excess of 110 volts, which will in any 
way increase the amount of electricity or water usually furnished or supplied 
for use of the Premises as general office space.

          Lessee agrees to abide by all regulations and requirements which 
Lessor may prescribe for the proper functioning of the Building HVAC, 
electrical and plumbing systems. Lessee shall comply with all laws, statutes, 
ordinances and governmental rules and regulations now in force or which may 
hereafter be enacted or promulgated in connection with building services 
furnished to the Premises.

          Lessor reserves the right to reduce, interrupt or cease service of 
the heating, air conditioning, ventilation, elevator, plumbing, and electric 
systems, when necessary, by reason of accident, emergency or governmental 
regulations or for repairs, additions, alterations or improvements to the 
Premises or the Building until said repairs, additions, alterations or 
improvements shall have been completed, and shall further have no 
responsibility or liability for failure to supply elevator facilities, 
plumbing, ventilating, air conditioning, or utility services, when prevented 
from so doing by strike, lockout or accident, or by any cause whatever beyond 
Lessor's reasonable control, or by laws, rules, orders, ordinances, 
directions, regulations or requirement of any federal, state, county or 
municipal authority or any other cause whatsoever, or failure of fuel supply.

                                       C


<PAGE>

                                EXHIBIT "D"
                          RULES AND REGULATIONS

     1.  The sidewalks, entrances, parking areas, elevators, stairways, 
corridors, lobbies or halls shall not be obstructed or used for any purpose
other than ingress and egress.

     2.  No curtains, blinds or shades shall be attached to or hung in, or used
in connection with, any window of the Premises other than Lessor's standard 
blinds. The interior of any windows shall not be coated or otherwise 
sunscreened.

     3.  No sign, advertisement, notice or handbill shall be exhibited, painted
or affixed by any Lessee on any part of the Premises, the Building or the 
Property. The directory is provided exclusively for the display of the name 
and location of Lessees only and Lessor reserves the right to exclude any 
other names therefrom. Nothing may be placed on corridor walls or corridor 
doors other than Lessor's standard lettering.

     4.  No Lessee shall mark, paint, drill into, or in any way deface any 
part of the Premises, Building or Property.

     5.  No bicycles, vehicles, birds or animals except for Seeing Eye dogs, 
of any kind shall be brought into or kept in or about the Premises or the 
Building, and no cooking (except micro wave) shall be permitted by Lessee on 
the Premises, except that the preparation of coffee, tea, hot chocolate and 
similar items for Lessee and Lessee's Employees shall be permitted provided 
power shall not exceed that amount which can be provided by a 30 amp circuit. 
No Lessee shall cause or permit any unusual or objectionable odors to be 
produced or to permeate the Premises or the Building.

     6.  The Premises shall not be used for manufacturing or for the storage 
of merchandise except as such storage may be incidental to the use of the 
Premises for general office purposes. No Lessee shall occupy or permit any 
portion of the Premises to be occupied as a medical office, or as a barber or 
manicure shop, or as an employment bureau without the express written consent 
of Lessor.

     7.  No Lessee shall make, or permit to be made, any disturbing noises or 
interfere with occupants of this Building or those having business there, 
whether by the use of any musical instrument, radio, phonograph, unusual 
noise, or in any other way.

     8.  No Lessee nor any of Lessee's Employees shall at any time bring or 
keep within the Premises or the Building any inflammable, combustible or 
explosive fluid, chemical or substance.

     9.  No additional locks or bolts of any kind shall be placed upon any of 
the doors by Lessee, nor shall any changes be made in existing locks or the 
mechanism thereof. Lessee must, upon the termination of its tenancy, restore 
to Lessor all keys of stores, offices, and toilet rooms, either furnished to, 
or otherwise procured by, Lessee and in the event of the loss of keys so 
furnished, Lessee shall pay to Lessor the cost of replacing the same or of 
changing the lock or locks opened by such lost key if Lessor shall deem it 
necessary to make such changes.

     10.  The carrying in or out of any safes, freight, furniture, or bulky 
matter of any description must take place during the hours which the Lessor 
may determine and the moving of safes or other fixtures or bulky or heavy 
matter of any kind must be done upon previous notice to the Lessor and under 
his supervision, and the persons employed by any Lessee for such work must be 
acceptable to the Lessor, but such persons shall not be agents of the Lessor, 
and Lessee shall be responsible for all acts of such persons. The Lessor 
reserves the right to inspect all safes, freight or other bulky of heavy 
articles to be brought into the Building and to exclude from the Building all
safes, freight or other bulky or heavy articles which violate any of these Rules
and Regulations or the Lease of which these Rules and Regulations are a part. 
The Lessor reserves the right to prescribe the weight and position of all safes,
freight, furniture or bulky or heavy matter, which must be placed upon supports
approved by Lessor to distribute the weight.

     11.  No Lessee shall purchase water, ice, janitorial or other like 
services, from any person or persons not approved by Lessor.

     12.  Lessor shall have the right to prohibit any advertising by any 
Lessee which, in Lessor's reasonable opinion, tends to impair the reputation 
of the Building or its desirability as an office building and upon written 
notice from Lessor, Lessee shall discontinue such advertising.

     13.  Lessor reserves the right to exclude from the Building between the 
hours of 7 P.M. and 6 A.M. and at all hours on Sundays and state and federal 
holidays all persons who are not authorized by Lessee. Such authorization 
shall be in accordance with procedures established by Lessor. Lessor shall in 
no case be liable for damages for any error with regard to the admission to 
or exclusion from the Building of any person.

     14.  Any person employed by Lessee to do any work in or about the 
Premises shall, while in the Building and outside of the Premises, be subject 
to and under the control and direction of the Lessor (but not as an agent or 
servant of Lessor), and Lessee shall be responsible for all acts of such 
persons.

     15.  All doors opening onto public corridors shall be kept closed, 
except when in use for ingress and egress.

     16.  Canvassing, soliciting and peddling in the Building are prohibited 
and each Lessee shall cooperate to prevent the same.

     17.  All office equipment of any electrical or mechanical nature shall 
be placed by Lessee in the Premises in settings approved by Lessor, to absorb 
or prevent any vibration, noise and annoyance.


                                        D
<PAGE>    
                                       EXHIBIT "E"

                                   ESTOPPEL CERTIFICATE


Date:

Teachers Insurance and Annuity
Association of America
730 Third Avenue
New York, New York 10017

Re:  Address:

                  Your Appl. # CAL--2588
                  Century Park East Offices
                  Los Angeles, California

Gentlemen:

It is our understanding that you have committed to place a mortgage upon and 
to acquire an interest in the subject premises and as a condition precedent 
thereof have required this certification by the undersigned.

The undersigned, as Lessee, under that certain lease dated            , made 
with 1875/1925 Century Park East Company, as Lessor, hereby ratifies the said 
lease and certifies that the undersigned has entered into occupancy of the 
premises described in said lease on              and the minimum Rental in 
the monthly amount of           was payable from that date; that said lease 
is in full force and effect and has not been assigned, modified, supplemented 
or amended in any way (except by agreement(s) dated                ); that 
the same represents the entire agreement between the parties as to this
leasing; that the term of said lease expires on            ; that 
all conditions under said lease to be performed by the Lessor have been 
satisfied, including, but without limitation, all cotenancy requirements 
thereunder, all required contributions by Lessor to Lessee on account of 
Lessee's improvements have been received, and on this date there are no 
existing defenses or offsets which the undersigned has against the 
enforcement of said lease by the Lessor; that no rent has been paid in 
advance and no security (or in the amount of $           ) has been deposited 
with Lessor; and that rental for            ,19  , has been paid.

Very truly yours,

                                   E
<PAGE>

                                  EXHIBIT "F"

                              PARKING FACILITIES

     So long as the Lease dated May 9, 1996 between 1875/1925 Century Park 
East Company ("Lessor") and Communications and Entertainment Corporation 
("Lessee") pertaining to Premises located at 1875 Century Park East, Los 
Angeles, California remains in effect and Lessee is not in default 
thereunder, Lessee and Lessee's designated employees shall be entitled during 
the Term thereof upon reasonable prior notice to acquire monthly parking 
licenses, privileges or leases for up to 10 automobiles, in the aggregate, at 
the monthly rates or charges from time to time applicable to monthly parking 
for the particular class of parking.  In each case, Lessee (or its designated 
employee) shall enter into parking license or rental agreement or other 
arrangement then in use by Lessor (or its operator) with respect to such 
monthly parking.

A condition of any parking shall be compliance by the parker with garage 
rules and regulations and all non-discriminatory modifications and additions 
thereto from time to time put into effect by Lessor (and its operator), 
including any sticker or other identification system established by Lessor 
(and its operator).  Lessor (and its operator) shall not be responsible to 
Lessee for the non-performance of any of said rules and regulations by any 
other parker.  The proposed rules for the Parking Facilities are as follows:


                             RULES AND REGULATIONS

     1.  Garage hours shall be 6:00 A.M. to 9:00 P.M., Monday through Friday 
and 6:00 A.M. to 4:00 P.M. on Saturday, State and federal holidays excepted.

     2.  Automobiles must be parked entirely within the stall lines on the 
floor.

     3.  All directional signs and arrows must be observed.

     4.  The speed limit shall be 5 miles per hour.

     5.  Parking is prohibited in areas not striped for parking.

     6.  Parking stickers or any other device or form of identification 
supplied by Lessor (or its operator) shall remain the property of Lessor (or 
its operator).  Such parking identification device 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.  Devices are not 
transferable or assignable and any device in the possession of an 
unauthorized holder will be void.  There will be a replacement charge to the 
Lessee or person designated by Lessee for loss of any parking card.

     7.  The monthly rate for parking is payable one (1) month in advance and 
must be paid by the third business day of each month.  Failure to do so will 
automatically cancel parking privileges and a charge at the prevailing daily 
rate will be due.  No deductions or allowances from the monthly rate will be 
made for days parker does not use Parking Facilities.

     8.  Lessee may validate vistor parking by such method or methods as the 
Lessor may approve, at the validation rate from time to time generally 
applicable to visitor parking.

     9.  Lessor (and its operator) may refuse to permit any person who 
violates the within rules to park in the garage, and any violation of the 
rules shall subject the autombile to removal from the garage at the parker's 
expense.  In either of said events, Lessor (or its operator) shall refund a 
prorata portion of the current monthly parking rate and the sticker or any 
other form of identification supplied by Lessor (or its operator) will be 
returned to Lessor (or its operator).

     10.  Garage managers or attendants are not authorized to make or allow 
any exceptions to these Rules and Regulations.

     11.  Every parker is required to park and lock his own autombile.  All 
responsibility for any loss or damage to automobiles or any personal property 
therein is assumed by the parker.

     12.  Loss or theft of parking identification devices from autombiles 
must be reported to the garage manager immediately, and a lost or stolen 
report must be filed by the parker at that time.

     13.  The Parking Facilities are for the sole purpose of parking one 
automobile per space.  Washing, waxing, cleaning or servicing of any vehicle 
by the parker or his agents is prohibited.

     14.  Lessor (and its operator) reserves the right to refuse the issuance 
of monthly stickers or other parking identification devices to any Lessee 
and/or its employees who refuse to comply with the above Rules and 
Regulations and all posted and unposted City, State or Federal ordinances, 
laws or agreements.

     15.  Lessee agrees to acquaint all employees with these Rules and 
Regulations.






                                        F