Exhibit 10.4


                               LEASE AGREEMENT
                           (GROSS WITH ESCALATIONS)

 THIS LEASE AGREEMENT, dated  the 5th day  of May, 2005  entered into by  and
 between Memshalah Realty,  a Texas Limited  Partnership  ( "Landlord" ),  by
 Dalfen Dominion  Property Corp.,  a Texas  Corporation as  its sole  General
 Partner, with its principal offices at  4444 Ste-Catherine West, Suite  100,
 Westmount, Quebec, Canada, H3Z 1R2, and Venture Pacific Group, Inc., a Texas
 Corporation ("Tenant"), with  its principal offices  at 17304 Preston  Road,
 Suite 1280, Dallas, TX 75252.


 1.   LEASE PROVISIONS

      A.  DESCRIPTION OF PREMISES
          Suite Number(s):  1280
          Project Name:     Dominion Plaza
          County:           Dallas County and Collin County
          City:             Dallas
          State/Zip:        Texas, 75252

      B.  LEASED AREA OF PREMISES

          Rentable Area of the Premises stipulated to be 2,283 square feet.
          Rentable Area of the Building currently stipulated to be 318,695
          square feet.
          Tenant's Share currently stipulated to be:  0.72% (percent)

      C.  LEASE TERMS

          Initial Lease Term (Months): 36
          Lease Commencement Date:  August 1, 2005 or upon substantial
          completion of Landlord's work and completion of any Fixturing
          Period, whichever is earlier.
          Deferred Free Rent Period:  From  N/A to N/A = $_________ Per Month
          Fixturing Period:  From June 1, 2005 to July 31, 2005

          Expiration Date:  July 31, 2008

      D.  RENT

      D.1
        Monthly Base Rent for first 12 months: $3,519.63
        Monthly Increase in Operating Expenses (Estimated):  N/A
        Monthly Utility Fee (Estimated): $332.94
        Monthly Janitorial Services (Estimated):  N/A
        Monthly Parking Cost (# of spaces  x $ per month + 8.25% sales tax /
        ___% surcharge):  N/A
        Total Monthly Rent (Estimated): $3,852.57

      D.2
        Monthly Base Rent Commencing August 1, 2005
          to ending July 31, 2006:  $3,519.63
        Monthly Base Rent Commencing August 1, 2006
          to ending July 31, 2007:  $3,614.75
        Monthly Base Rent Commencing August 1, 2007
          to ending July 31, 2008:  $3,709.88

        Amount of Prepaid Rent:  $3,852.57
        Prepaid Rent to be applied to month one (1) of the Term.
        Supplementary Utility Fee:  $35.00 per hour, subject to increase for
        increases in utility charges to Landlord.

      D.3
        Yearly Percentage Rent:    N/A   % of Annual Sales.

      E.  DEPOSITS
        Security Deposit: $3,852.57

        Sign Deposit/Cost:  N/A


      F.  PAYMENTS
          Landlord:         Memshalah Realty
          Address:          Bank of America
                            Post Office Box 552040
          City/State/Zip:   Tampa, FL 33655-2040

      G.  NOTICES

          Tenant:           Venture Pacific Group, Inc.
          Address:          17304 Preston Road, Suite 1280
          City/State/Zip:   Dallas, TX 75252

          Copy to:
          Address:
          City/State/Zip:

          Landlord:         Memshalah Realty
          Address:          4444 Ste Catherine Street, West, Suite 100
          City/State/Zip:   Montreal, Quebec, Canada, H3Z 1R2

          Copy to:          Suite 600, Dominion Plaza
          Address:          17304 Preston Street
          City/State/Zip:   Dallas, Texas, 75252


      H.  BROKER
          Landlord's:       Name: Peloton Real Estate Partners
                            Address: 1616 Woodall Rodgers, Suite 600
                            City/State/Zip: Dallas, TX 75202

          Tenant's:         Name: Stream Realty
                            Address: 2200 Ross, Suite 5400
                            City/State/Zip: Dallas, TX 75201


      I.  GUARANTOR(S):  As per Exhibit 'F' Mr. Pat Custer


      J.  CERTAIN DEFINITIONS

          Lease: means this  Lease and  all Exhibits  and  Schedules
                 attached hereto.

          Landlord:  means  Memshalah  Realty,  a Texas  Limited  Partnership
                represented  by  Dalfen  Dominion  Property  Corp.,  a  Texas
                Corporation  as its General  Partner and shall  include  when
                applicable its assignees, successors and transferees.

          Tenant:    means Venture Pacific  Group, Inc.  a Texas  Corporation
                represented by  Mr. Pat Custer its  C.E.O. and shall  include
                its assignees, successors, transferees and sublessees.

          Guarantor:   means Mr. Pat Custer personally for the Cash Allowance
                in the amount of $10,273.50 if Tenant defaults on this  Lease
                Agreement. The  Personal Guaranty will be  for the period  of
                time limited to the first 7 months of the Term.

          Project:   means  the  Building  known  as  Dominion Plaza East and
                located at 17300  Preston Road, Dallas Texas and the Building
                known as Dominion Plaza West  located at 17304  Preston Road,
                and all parking and other  common areas on the land described
                on Exhibit B.

          Building:  means the building improvements located at 17300 Preston
                Road or  17304 Preston Road and any improvements,  equipment,
                furnishings   and  appurtenances  thereto   located  on   the
                Project.

          Common
          Areas:  means all areas,  roof  membrane,  improvements,  space  or
                equipment,  (owned or controlled  by Landlord) in  or at  the
                Project,  provided by Landlord  for the common  or joint  use
                and benefit of tenants and invitees.

          Rent:   means  all sums listed in  Clause 1(D)  and as they may  be
                adjusted from  time to time plus any  and all other sums  due
                under this  Lease and which begin  on the Lease  Commencement
                Date.

                (i)  Lease Commencement Date is described in Clause 1(C)  and
                     Exhibit E "Lease Commencement Date Certificate".

           Term:   means the Initial Lease Term described in  Clause (C) plus
                any Renewal Terms described in Clause 26.

                (i)  Initial Lease Term means the first 36 month period after
                     the Lease Commencement Date.

                (ii) Renewal Terms means the next  60 month period after  the
                     completion of  the Initial  Term or  prior Renewal  Term
                     whichever is applicable.

                (iii) Lease  Year  means  the  successive  twelve (12)  month
                     period beginning with  the Lease  Commencement Date  and
                     every successive twelve (12) month period thereafter and
                     will include any partial month at beginning of term.

        Base Year:    means the calendar year 2005.

        Consumer Price Index (C.P.I.):   means the Bureau of Labor Statistics
                           for all Urban Consumers with 1982-1984 as the base
                           of 100 for changes in prices over  the  prices for
                           the full  month immediately  preceding  the  Lease
                           Commencement  Date  paid  by  Urban  Consumers for
                           goods and services.

        Substantial Completion:   means  when  Landlord  has determined  that
                        the Landlord's  Work  is  sufficiently  complete,  in
                        accordance with   plans and  specifications that  the
                        Landlord may use, subject to minor items that  remain
                        of a punch list  nature, and a Temporary  Certificate
                        of Occupancy  or Certificate  of Occupancy  has  been
                        issued by the governing authority.

         Fixturing Period:    means  the period,  if permitted  by  Landlord,
                        when  Tenant  takes   possession   of  the   Premises
                        beginning after  Substantial Completion  but prior to
                        the  Lease Commencement Date  so Tenant  may  proceed
                        with completion of its decorations, Tenant's Work and
                        the installation  of  any  equipment  needed  for his
                        business.

        Expiration Date:  is described in  Clause 1(C) and  Exhibit E  "Lease
                        Commencement Date  Certificate"  and is  extended  to
                        the completion of any Renewal Term.


 2.   PREMISES:  Landlord leases to Tenant and Tenant takes from Landlord the
 premises ('Premises') shown on  Exhibit A and described  in Clause 1, to  be
 used exclusively by Tenant,  in the Building at  the Project located at  the
 address stated in Clause 1A under the terms and conditions contained in this
 Lease.

 3    COMMON AREAS:  Landlord may add to or reduce or otherwise modify Common
 Areas at any  time. Landlord shall  have the right  at all  times to  alter,
 renovate and repair portions of the  Building and the Common Areas which  do
 not include  the Premises,  notwithstanding any  temporary inconvenience  or
 disturbance caused to Tenant.

 4.   TERM AND POSSESSION:  The Term shall begin on the Commencement Date and
 end on  the last  day of  the  Term unless  expressly modified  under  other
 provisions in  this Lease.  Tenant  shall  sign  the  Exhibit "E"  within  5
 business days of receipt from Landlord.

 Landlord agrees to Substantial  Completion of Landlord's  Work on or  before
 Lease Commencement Date, subject to causes  or events beyond the  reasonable
 control of Landlord ('Unforeseen Causes').  Should there be a delay;  Tenant
 agrees to  accept possession  of the  Premises within  ten (10)  days  after
 receipt of written notice by Landlord  of Substantial Completion. The  Lease
 Commencement Date, shall be the first day of the calendar month  immediately
 following the date of  Substantial Completion, and the last day of the  Term
 shall be changed to maintain the  Lease Term in Clause  1(C).  If the  Lease
 Commencement Date is  not the first  day of the  month, then  rent shall  be
 prorated on a per diem basis.

 If Tenant  takes  possession  during the  Fixturing  Period  all  terms  and
 conditions of  the  Lease shall  be  in full  force  and effect  except  the
 obligation to pay Rent.

 5.   USE:   Tenant shall use  the Premises only for administrative  purposes
 and as general office and shall  not use or permit such  use  in any  manner
 which: (a) is unlawful; (b) may be dangerous; (c) may invalidate or increase
 the cost of any insurance policy held by Landlord affecting the Project; (d)
 may create a nuisance, disturb other tenants of the Project or the occupants
 of neighboring  property  or  injure the  reputation  of  the  Project;  (e)
 violates the "Rules and  Regulations" of the Project,  Exhibit D, which  are
 subject to change; (f) creates any  restriction, covenant or encumbrance  of
 record affecting the Project.

 Upon taking possession of the Premises, it shall be conclusive evidence  (a)
 that Tenant has  inspected the Premises  (and has  sufficient knowledge  and
 expertise to make such inspection or has caused the Premises to be inspected
 on its behalf by one or more persons with such knowledge and expertise), (b)
 that Tenant has  accepted the Premises  in "AS IS"  condition on such  date,
 suitable for the purposes  herein intended, (c) that  Tenant, to the  extent
 permitted by applicable law,  has  waived any warranty, express or  implied,
 as to the habitability,  suitability, quality, condition  or fitness of  the
 Premises or Building,  and (d) that the physical  condition of the  Premises
 comply  fully  with  Landlord's  covenants and  obligations  under the Lease
 with respect  to any construction  of leasehold improvements  that  was  the
 responsibility of Landlord under the Lease, except for any punch list  items
 agreed to  in  writing by  Landlord  and Tenant  with  respect to  any  such
 construction.

 During the Term, Tenant  shall continuously operate  its business and  shall
 not vacate nor abandon the Premises

 6.   RENT AND SALES/USE TAX:  Rent shall commence on the Lease  Commencement
 Date. Rent is due in advance on the first day of each calendar month of  the
 Term and will be delinquent on  the sixth day  of  the calendar month.  Rent
 shall be paid without  notice or demand and  without any  deduction.  Tenant
 agrees to pay to Landlord all Rent at the address specified in Clause  1(F),
 or at any  other place  designated in  writing by  Landlord.  Rent  for  any
 partial month shall be prorated.  Tenant's  obligation to pay Rent shall  be
 independent of every  other covenant  or obligation  under  the  Lease.  All
 delinquent Rent  shall bear  interest the  lesser of  18% per  year, or  the
 highest rate  allowed by  law, from  the delinquent  date until  paid,  plus
 Tenant shall pay a  late payment service charge  of $100.00, for each  month
 for which payment of Rent is not received by Landlord before the  delinquent
 date.  Tenant shall pay a charge equal to $75.00 for each returned check.

 In addition  to the Rent,  Tenant shall pay to  Landlord any sales, use,  or
 other tax, excluding Federal or State income taxes, now or hereafter imposed
 upon Rent due to Landlord under this Lease.

 Subject to Clause  D.2, Monthly  Base Rent  for each  successive Lease  Year
 subsequent to the First Lease Year shall  be increased by the greater of  5%
 or C.P.I. over  the previous twelve  months. In no  event shall the  Monthly
 Base Rent be less than the Monthly Rent of the previous month.


 7.   OPERATING EXPENSES AND REAL ESTATE TAXES:

 7.1  GENERAL:

      In addition to Monthly Base Rent,  beginning on the Commencement  Date,
 Tenant will pay Tenant's  Share of the Increase  in Operating Expenses  over
 the Base Year;

      (a)  As used in this Lease, the  term "Increase in Operating  Expenses"
 means, without limiting the generality of  the following, Tenant's Share  of
 the increase in aggregate over the Base Year for the Project of:

           (i)  the  total  actual  annual   charges  of  Landlord  for   the
      operation, management, maintenance, repair,  and administration of  the
      Project,  including  but   not  limited  to   Landlord's  charges   for
      replacements, additions,  alterations  and improvements,  fixtures  and
      equipment,  security  policing,  supervising,  sprinklering,  lighting,
      heating, air conditioning,  ventilating, plumbing drainage,  servicing,
      re-paving, resurfacing,  sealing, striping,  landscaping, reserves  for
      replacements, as well  as accounting,  audit, management,  professional
      and legal fees and all other  additional charges, all as the  foregoing
      relate or are allocated to the Project, together, when applicable, with
      depreciation  and/or  amortization  with  interest  hereinafter  called
      ("Controllable Operation Expenses").;  and

           (ii) real estate  taxes,  and  assessments  (ad  valorem,  non  ad
      valorem and charges  in substitution thereof)  liability, property  and
      other types of insurance, utilities, utility deposits, fuel and garbage
      removal hereinafter called ("Uncontrollable Operating Expenses").

      (b)  Landlord shall not charge Tenant for the following costs:  repairs
 to  the  roof  deck,  joists,  columns,  load  bearing  walls,  foundations;
 improvements made or any  costs related to the  premises of another  tenant;
 income taxes personal to  Landlord;  expenses  for repair, replacements  and
 general maintenance of portions of the  Building which are paid by  proceeds
 of insurance  or by  Tenant or  other  third parties;  leasing  commissions;
 ground rent in connection with its lease  of the land on which the  Building
 is situated; or expansion of the Project.

 7.2  ESTIMATED PAYMENTS:   Tenant  will  pay to Landlord  in advance on  the
 first day of  each month  during the  Term, one-twelfth  (1/12) of  Tenant's
 Share of Estimated Increase in Operating Expenses over the Base Year charged
 during the subject calendar  year or partial  calendar year (the  "Estimated
 Increase in  Operating  Expenses").  The  Estimated  Increase  in  Operating
 Expenses are subject to revision according to the further provisions of this
 Clause 7.2 and Clause 7.3. As  soon after December as practicable,  Landlord
 will give Tenant  written notice of  Landlord's reasonable  estimate of  the
 amounts payable  under Clause  7.1 for  the ensuing  calendar  year.  On  or
 before the first day of each month during the ensuing calendar year,  Tenant
 will  pay  to Landlord  in  advance one-twelfth  (1/12)  of  such  estimated
 amount; however, if such notice is not given, Tenant will continue to pay on
 the basis of the prior year's estimate until the month after such notice  is
 given.  In the month Tenant first pays Landlord's new estimate, Tenant  will
 pay to  Landlord the  difference between  the new  estimate and  the  amount
 payable under the  prior year's estimate  for each month  which has  elapsed
 since December.  If at any time  or times it reasonably appears to  Landlord
 that the amount payable under Clause 7.1 for the current calendar year  will
 vary from Landlord's estimate,  Landlord may, by  written notice to  Tenant,
 revise Landlord's estimate for such year, and subsequent payments by  Tenant
 for such year will be based upon Landlord's  revised estimate.

 7.3  ANNUAL SETTLEMENT:  For  each calendar year,  Landlord will deliver  to
 Tenant a statement of amounts payable under Clause 7.1.  Such statement will
 be final  and  binding upon  Tenant  unless  Tenant objects  in  writing  to
 Landlord within thirty (30)  days after the statement  is  given to  Tenant,
 provided Tenant is not in default.  If such statement shows an amount  owing
 by Tenant that is less than the estimated payments previously made by Tenant
 for such calendar year, the  excess will be refunded  by Landlord.  If  such
 statement shows an amount  owing by Tenant that  is more than the  estimated
 payments previously made by Tenant for  such calendar year, Tenant will  pay
 the deficiency to  Landlord within thirty  (30) days after  the delivery  of
 such statement.

 7.4  CALCULATION OF CHARGES:       Landlord  and  Tenant  agree  that   each
 provision of  this Lease  for determining  charges  and amounts  payable  by
 Tenant, including provisions related to the reconciliation of Tenant's Share
 of Operating  Expenses, as  set forth  in this  Article 7,  is  commercially
 reasonable and, as to each such charge or amount, constitutes a statement of
 the amount of the charge or a method by  which the charge is to be  computed
 for purposes of Section 93.012 of the Texas Property Code.

 8.   RULES AND REGULATIONS:  Tenant agrees for itself and for its employees,
 agents, and  invitees to  comply with  the "Rules  and Regulations"  of  the
 Project as outlined in Exhibit D.

 9.   SIGNS:    Tenant  shall place  no signs  or advertising  matter on  the
 exterior or interior of the Building or at any other location on the Project
 other than  within  the  Premises and  only  visible  therein,  without  the
 Landlord's prior written consent.  Tenant  must  abide  by the Sign  Exhibit
 "G" for the installation of any signs approved by Landlord.

 10.  SERVICES:       Landlord  shall  provide,  at  Landlord's  expense  and
 according  to  its  customary  standards  excluding  legal  and   nationally
 recognized  holidays:  (a)   water  for  regular   building  fixtures;   (b)
 electricity for normal  business usage excluding  any special  uses such  as
 computer rooms;  (c)  heating and  cooling  (HVAC) of  the  Premises  Monday
 through Friday, 8:00 a.m. to 6:00 p.m.,  9:00 a.m. to 1:00 p.m. on  Saturday
 (Normal Business Hours),   HVAC and/or  utilities may be  provided at  other
 times,  at  the  sole  cost  and   expense  of  Tenant,  according  to   the
 Supplementary Utility Fee  provided in  Clause 1D;  (d) janitorial  services
 provided five (5) days per week.

 Landlord shall not be liable for damages for failure to furnish any  service
 in a timely manner due to any Unforeseen Causes. Any failure or delay  shall
 not be  considered  a  constructive or  other  eviction  or  disturbance  of
 Tenant's quiet enjoyment,  use or  possession of  the Premises  nor will  it
 permit an abatement of rent, unless such cessation of services continues for
 over five (5) business days and  is within Landlord's control at which  time
 rents shall abate until building services are restored.

 11.  UTILITIES:    Landlord will pay  all utility deposits and fees and  all
 monthly service  charges  for  water,  electricity,  sewage,  oil  and  gas,
 furnished to the  Premises and the  Project during the  Term of this  Lease.
 Since such  services are  not separately  metered or  billed to  Tenant  but
 rather are billed  to and  paid by Landlord,  Tenant will  pay to  Landlord,
 Tenant's portion  of  the cost  of  such  services in  accordance  with  the
 proportion that the Premises bear to the total area serviced by said meters,
 or alternatively  it shall  be apportioned  based  on Tenant's  use  (during
 normal business hours) reasonably estimated  by Landlord. Failure by  Tenant
 to pay utility  charges promptly as  provided in this  Lease will result  in
 Landlord suspending  the  service.  Tenant  will  pay  directly  to  related
 companies for all telecommunications and any other utility service  required
 for the operation for its  business.  Landlord shall  not be liable for  any
 interruption, surge,  stoppage,  or any  other  failure of  the  quality  of
 utilities serving the Premises whether caused by the negligence of Landlord,
 its agents, employees, contractors or otherwise.

 12.  ALTERATIONS/TENANT'S REPAIRS:  Tenant accepts the Premises as being  in
 good state of repair and condition,  and Tenant shall maintain the  Premises
 in a good repair and condition, reasonable use, wear and tear excepted.

 Subject  to  Exhibit  C,  herein  enclosed,   Tenant  shall  not  make   any
 alterations, additions or improvements to the  Premises even if they are  in
 accordance with  all laws  and  government regulations,  without  Landlord's
 prior written consent and shall permit  no lien against the Project  arising
 out of work performed  by or on  behalf of Tenant.  Tenant shall obtain  all
 necessary permits before commencing Tenant's Work and shall do the  Tenant's
 Work in accordance with all applicable laws and governmental regulations.

 13.  RIGHT OF ENTRY:
      (a)       Landlord  and  its  agents  shall  have  the  right,  at  all
 reasonable times during the Term, to  enter and inspect the Premises  during
 normal business  hours, with  reasonable notice,  and  to make  repairs  and
 alterations, as Landlord deems necessary, with reasonable notice, except  in
 cases of an apparent emergency.  In such emergency cases, no notice shall be
 required.

      (b)       Landlord has the right, with  reasonable notice, to show  the
 Premises to prospective purchasers, lenders, tenants and/or brokers and post
 "for lease" signs within or outside the Premises during the last 9 months of
 the Term.

 14.  DESTRUCTION OF PREMISES:  If a fire or any other casualty  ("Casualty")
 which damages the Premises or the Building occurs and materially affects the
 use of  the Premises,  Landlord shall  determine  whether the  Premises  are
 rendered substantially untenantable and make an initial estimate of the time
 needed to complete necessary repairs  to  the Building and Premises.  Within
 thirty (30) business days after the  Casualty, Landlord shall notify  Tenant
 in writing of Landlord's determinations ("Landlord's Notice") as follows:

      (a)  If Landlord's Notice  states that the  Premises has been  rendered
 substantially untenantable by the  Casualty and Landlord's initial  estimate
 of the time  needed for repair  exceeds one hundred  and twenty (120)  days,
 Landlord or Tenant may,  by written notice, terminate  this Lease as of  the
 date of the Casualty. Written notice  of Landlord's or Tenant's election  to
 terminate the  Lease  pursuant to  14(a)  and 14(c)  will  be given  by  the
 thirtieth (30th) business day after the date of the Casualty.  If Landlord's
 Notice  states   that  the   Premises  have   been  rendered   substantially
 untenantable by the  Casualty but Landlord's  initial estimate  of the  time
 needed for repair is one hundred and twenty (120) days or less, Landlord may
 at its option proceed with the  restoration of the Premises and Building  as
 set forth in  14(d) below, and  this Lease shall  remain in  full force  and
 effect. If the  work is not  completed within one  hundred and twenty  (120)
 days, Tenant, within three (3) days thereafter, may terminate this Lease  as
 of the date of the Casualty by providing written notice to Landlord.

      (b)  If Landlord's  Notice pursuant  to its  Architect's report  states
 that the Premises  are still  substantially tenantable  after the  Casualty,
 then neither Landlord  nor Tenant  shall have  the right  to terminate  this
 Lease.

      (c)  Either party  may  terminate this  Lease  if the  Casualty  occurs
 within the last  6 months of  the Term or  Landlord's estimate  of the  time
 needed to repair the damage caused by the Casualty exceeds more than 20%  of
 the then remaining Term.

      (d)  Unless the Lease is terminated, Landlord will repair the  Premises
 and Building  (other than  leasehold improvements  installed by  Tenant  and
 Tenant's personal property) to substantially  the same condition as  existed
 immediately prior  to the  Casualty.  Tenant  shall  relocate,  at  Tenant's
 expense, all personal  property from the  Premises prior to  and during  the
 repairs.

      (e)  If the  Premises are  damaged by  Casualty and  the Lease  is  not
 terminated, the Rent shall  abate for that part  of the Premises which  have
 been rendered untenantable  and not  occupied by Tenant  on a  per diem  and
 proportionate area basis from the date of the Casualty until the date  which
 Landlord has Substantially Completed the required  work.  If Landlord  makes
 other space available to Tenant, Rent  for the substitute premises shall  be
 payable on an equitable basis as reasonably determined by Landlord.

 15.  CONDEMNATION:   If all or part of the Project is taken or condemned  by
 any authority for any public use or purpose (including a deed given in  lieu
 of condemnation), which renders  the Building or  the Premises not  suitable
 for its intended purpose in Landlord's reasonable opinion, this Lease  shall
 terminate as of the date title vests  in such authority, and the Rent  shall
 be apportioned as  of such date.  Otherwise,  this  Lease shall continue  in
 full force and effect, except,  the Rent shall  abate  for that part of  the
 Premises which is rendered untenantable and not occupied by Tenant on a  per
 diem and  proportionate area  basis from  the  date when  that part  of  the
 Premises is no longer  available for the use  of the Tenant. Landlord,  upon
 receipt and to the extent of the award in condemnation or proceeds of  sale,
 shall  make  necessary  repairs  and  restoration  (exclusive  of  leasehold
 improvements and  personal  property installed  by  Tenant) to  restore  the
 Premises remaining to as near their  former condition as circumstances  will
 permit and to the extent necessary to constitute the portion not so taken or
 condemned as complete.

 Landlord shall be entitled to receive the entire award from any sale, taking
 or  condemnation  without  any  payment  to  Tenant.  Tenant  shall have the
 right  separately  to  pursue against the condemning  authority, an award in
 respect of  Tenant's  business damages  and  relocation  expenses.  Under no
 circumstances shall Tenant seek or be  entitled to any compensation for  the
 value of its leasehold estate which Tenant hereby assigns to Landlord.

 16.  ASSIGNMENT:  As  long as  Tenant is not  in Default,  Tenant may,  with
 Landlord's prior written  consent, which consent  shall not be  unreasonably
 withheld, assign the Lease or sublet the Premises, or transfer or permit the
 transfer of this Lease or the interest of  Tenant in the Lease, in whole  or
 in part.   If Tenant  desires to assign  this Lease,  or to  enter into  any
 sublease of the Premises, Tenant shall deliver written notice of such intent
 to Landlord together with a copy of the proposed assignment or sublease,  at
 least 30 days  prior to  the effective date  of the  proposed assignment  or
 subletting together  with  the  latest  audited  and  the  latest  unaudited
 quarterly financial statements of  the Tenant and  the proposed assignee  or
 subtenant. Landlord may, within the thirty (30) day period after  submission
 of Tenant's  written request  for Landlord's  consent  to an  assignment  or
 sublease, in lieu of granting consent, elect to cancel this Lease (or, as to
 a subletting,  cancel as  to the  portion  of the  Premises proposed  to  be
 sublet)  as  of  the  date the  proposed transfer  was to  be effective.  If
 Landlord elects to cancel, then this  Lease shall cease for such portion  of
 the Premises on the date the  proposed assignment or subletting was to  have
 occurred.  Thereafter,  Landlord  may lease  the recaptured  portion of  the
 Premises to  the prospective  transferee (or  to any  other person)  without
 liability to Tenant.  The consent  by Landlord to an assignment or  sublease
 will not  be construed  to relieve  Tenant from  obtaining Landlord's  prior
 written  consent  in  writing  to  any  further  assignment.   Any  approved
 assignment shall be expressly  subject to the terms  and conditions of  this
 Lease.  In the  event of any  approved  assignment  or sublease, Tenant  and
 Guarantor shall not be  released or discharged  from any liability,  whether
 past, present or  future, under this  Lease, including any  Renewal Term  of
 this Lease.   If the  assignment or  sublease provides  for compensation  in
 excess of the  Rent payable to  Landlord under the  terms and conditions  of
 this Lease, 100% of the difference  between the compensation payable by  the
 assignee or sublessee and the Rent  payable to Landlord under the terms  and
 conditions of this Lease shall be paid to Landlord, in consideration of  its
 consent to the assignment or sublease.  An assignment shall be considered to
 include a change in the majority  ownership or control of Tenant, if  Tenant
 is a  corporation whose  shares of  stock are  not traded  publicly, or,  if
 Tenant is a partnership, a change in the general partnership or a change  in
 the persons holding more than 50%  interest in the partnership, or a  change
 in majority ownership or control of any general partner of the  partnership.
 Tenant shall  not mortgage,  pledge or  hypothecate its  leasehold  interest
 without Landlord's prior written consent.

 17.  SUBORDINATION, ATTORNMENT, AND ESTOPPEL:  This Lease and the rights  of
 Tenant are expressly subject and subordinate  to the lien and provisions  of
 any  mortgage,  deed  of trust,  deed to secure debt,  or ground lease,  now
 or hereafter  encumbering  the Premises,  Building  and  Project, ("Security
 Instrument")  or   any  part   thereof,   and  all   amendments,   renewals,
 modifications and extensions of and to  any such Security Instrument and  to
 all advances made  or hereafter to  be made upon  such Security  Instrument.
 Tenant shall, within  7 days after  receipt of written  notice by  Landlord,
 execute and  deliver  such further  instruments,  in  such form  as  may  be
 required by  Landlord or  any  holder of  a  proposed or  existing  Security
 Instrument, subordinating  this  Lease to  the  lien of  any  such  Security
 Instrument as may  be requested in  writing by Landlord  or security  holder
 from time to time.

 In the event of the foreclosure of any such Security Instrument by voluntary
 agreement or otherwise, or the commencement  of any judicial action  seeking
 such foreclosure, Tenant,  upon request,  shall attorn to such mortgagee  or
 purchaser in foreclosure.  Tenant agrees to execute and deliver at any  time
 upon  request  of  such  mortgagee,  purchaser,  or  their  successors,  any
 instrument to further evidence such attornment. This provision will be  self
 operative and no  further instrument of  subordination will  be required  in
 order to effect it.

 Tenant shall,  within 7  days  of receipt  of  written notice  by  Landlord,
 deliver  to  Landlord  a  statement  in  writing certifying that  this Lease
 is unmodified  and  in  full  force  and  effect,  or,  if there  have  been
 modifications, that this Lease,  as modified, is in  full force and  effect;
 providing a true, correct  and complete copy  of the Lease  and any and  all
 modifications of the Lease; the amount of each item of the Rent then payable
 under this Lease and the date to which the Rent has been paid; that Landlord
 is not in default under this Lease or, if in default, a detailed description
 of such default; that Tenant is or is not in possession of the Premises,  as
 the case may be; and containing such other information and agreement as  may
 be reasonably requested.

 If requested by Tenant, Landlord will use commercially reasonable efforts to
 obtain a Subordination and Non-Disturbance Agreement from the holder of  any
 Security Instrument.

 18.  WAIVER AND INDEMNIFICATION:   Landlord shall not be liable to Tenant or
 those claiming by, through, or under Tenant (and Tenant hereby waives claims
 against Landlord) for any  injury to or  death of any  person or persons  or
 damage to or theft,  destruction, loss, or  loss of use  of any property  or
 inconvenience (a "Loss") caused by casualty, theft, fire, third parties,  or
 any other matter (including a Loss arising through the repair or  alteration
 of any part of the Building, or the failure to make repairs), regardless  of
 whether the negligence of any party caused such Loss in whole or in part.

      Tenant shall  defend, indemnify,  and hold  harmless Landlord  and  its
 employees and  agents from  and against  all claims,  demands,  liabilities,
 causes of action, suits, judgments, and expenses (including attorneys' fees)
 for any  Loss  arising from  an  occurrence on  the  Premises caused  by  or
 resulting from  the  acts or  omissions  of Tenant  or  Tenant's  employees,
 agents, contractors or invitees, or from Tenant's failure to perform any  of
 its obligations under this Lease.


 19.  AMERICAN DISABILITIES  ACT  (ADA):   Any  Landlord's Work  outlined  in
 Exhibit  C  "Work  Letter  Agreement"  shall be in compliance with the  ADA.
 Any Tenant's  Work  performed  for  itself  including  its  interior  decor,
 installations and equipment shall be in compliance with ADA.  Both  Landlord
 and Tenant will  indemnify and hold  each other harmless  against any  legal
 action  initiated  by  a  third  party  relating  to  their  respective  ADA
 compliance obligations.  Such indemnification shall include all alterations,
 damages, costs and attorney fees related  to litigating and/or settling  any
 ADA legal action.

 20.  QUIET ENJOYMENT:   Landlord agrees  with Tenant that so long as  Tenant
 pays the Rent and observes and performs all the terms and conditions of this
 Lease, Tenant may peaceably and quietly enjoy the Premises.

 21.  INSURANCE:

 21.1  At all times during  the  Term, Tenant  will  carry and  maintain,  at
 Tenant's expense, on an  occurrence basis, the  following insurance, in  the
 amounts specified below or such other  amounts as Landlord may from time  to
 time reasonably request:

      (a)  Commercial General Liability Insurance covering bodily injury  and
 damage to property in an amount of not less than $1 million per  occurrence,
 with a General Aggregate limit per location of at least $2 million.

      (b)  Such other  insurance (including  without limitation  plate  glass
 insurance), in such  amounts and  increases in  the limits  of the  coverage
 required above, as Landlord or its  lender may reasonably require of  Tenant
 upon thirty (30) days' prior written notice.

 All the above types of   insurance will be written  on the most current  ISO
 forms, which insurance shall include a waiver of subrogation rights in favor
 of Landlord and Landlord's management company.

 21.2    Forms of Policies.  All policies of liability insurance which Tenant
 is obligated to maintain  according  to this Lease  will  name  Landlord  as
 additional insured, or  loss payee  as appropriate, and  will be  in a  form
 acceptable to  Landlord,  without modification.  Certificates  of  Insurance
 naming Landlord as  additional insured and  evidence of the  payment of  all
 premiums of  such  policies  reasonably satisfactory  to  Landlord  will  be
 delivered to Landlord prior to the earlier of the Lease Commencement Date or
 Tenant's Fixturing Period of the  Premises. Tenant shall provide  additional
 Certificate of Insurance from time to  time at least thirty (30) days  prior
 to the expiration of the term of  each such policy.  Tenant's insurer  shall
 have a Best Rating of at least "A" and be assigned a financial size category
 of at least "Class VIII" as rated in the most recent edition of "Best's  Key
 Rating Guide"  for  insurance companies.  All  such policies  maintained  by
 Tenant will provide that they may not be terminated or amended except  after
 thirty (30) days' prior written notice to Landlord.

 21.3      Environmental Insurance:  Should the activities of Tenant pose  an
 environmental risk  to  the  Project,  Landlord  may  require  Environmental
 Insurance from Tenant in amounts sufficient to cover the risk as  reasonably
 determined by Landlord.

 21.4      Should any  act in  or use  of  the Premises  by Tenant  cause  an
 increase in any Landlord insurance policy, Tenant will at Landlord's  option
 and demand by Landlord either cease such act or use, or pay to Landlord  any
 increase in cost of any Landlord's insurance policies.

 22.       RELOCATION: Landlord  shall  have  the right  at  any  time,  upon
 reasonable notice to Tenant (the "Relocation Notice"), to relocate Tenant to
 different premises in the Project (the "Substitute Premises"), provided that
 the Substitute  Premises are  of approximately  the same  size and  finished
 substantially similar to the Premises and provided that Landlord  reimburses
 Tenant for reasonable out-of-pocket expenses incurred by Tenant as a  result
 of the relocation. Tenant shall provide the details of such expenses  within
 ten (10) days  after the Relocation  Notice is furnished  to Tenant.  Tenant
 shall relocate to  the Substitute Premises  within the time  set out in  the
 Relocation Notice. Upon the date Tenant  takes possession of the  Substitute
 Premises, this Lease shall be deemed  amended to provide for the  Substitute
 Premises and all  other terms and  conditions of the  Lease shall remain  in
 full force and effect.  Tenant agrees  to  execute all documents  reasonably
 required by Landlord to reflect the relocation to the Substitute Premises.

 23.  DEFAULT: Each of the following shall constitute an event of default  by
 Tenant ("Default"):  (1) Tenant fails to pay any installment of Rent  within
 five days after  the date on  which the Rent  is  due;  (2) Tenant fails  to
 observe or perform any of the terms and conditions of this Lease (other than
 the payment of Rent) after written notice from Landlord and such failure  is
 not cured within fifteen  days from the  date of the  written notice; (3)  a
 petition is filed  by or against  Tenant or Guarantor  to declare Tenant  or
 Guarantor, as the case may be,  bankrupt or to seek  relief  from Tenant  or
 Guarantor under any chapter of the Bankruptcy Code, as amended, or under any
 other law imposing a moratorium on, or granting debtor's relief with respect
 to, the rights  of  creditors;  (4)  Tenant or any  Guarantor becomes or  is
 declared insolvent by law or Tenant or any Guarantor makes an assignment for
 the  benefit  of  creditors;  (5)  a  receiver is  appointed for  Tenant  or
 Tenant's property or for any Guarantor  or any of Guarantor's property;  or,
 (6) interest of Tenant in this Lease is levied upon under execution or other
 legal process. Any notice  periods provided for under  this Clause 23  shall
 run concurrently  with any  statutory notice  periods and  any notice  given
 hereunder may be  given simultaneously with  or incorporated  into any  such
 statutory notice.

 Upon the  occurrence of  an event  of Default  by Tenant,  Landlord, at  its
 option, without further notice or demand  to Tenant, may in addition to  all
 other rights and remedies provided herein, at law or in equity:

      (a)  Terminate this  Lease  and Tenant's  right  of possession  of  the
 Premises,  and  recover  all  damages to  which Landlord is entitled herein,
 at law  and  in  equity,  specifically  including,  without limitation,  all
 Landlord's  expenses   of   reletting   (including   repairs,   alterations,
 improvements, additions, decorations, legal fees and brokerage commissions),
 plus Rent accelerated to the end of the Term as liquidated damages; or

      (b)  Terminate Tenant's  right of  possession of  the Premises  without
 terminating this  Lease, in  which  event Landlord  may,  but shall  not  be
 obligated to, relet the  Premises, or any part  thereof, for the account  of
 Tenant, for rent, on terms and  conditions acceptable to Landlord.  For  the
 purposes of  any  reletting  of the  Premises,  Landlord  is  authorized  to
 redecorate, repair, alter and improve the  Premises to the extent  necessary
 or desirable  in Landlord's  judgement.  For  any  period during  which  the
 Premises have not been relet, Tenant shall pay Landlord monthly on the first
 day of each  month during the  period that Tenant's  right of possession  is
 terminated, a sum equal to the amount of Rent due under this Lease for  such
 month.  If  and when  the Premises are  relet and  a sufficient  sum is  not
 realized after payment  of all Landlord's  expenses of reletting  (including
 repairs, improvements,  additions,  decorations, legal  fees  and  brokerage
 commissions) to satisfy the payment of Rent due for any month, Tenant  shall
 pay to Landlord  any deficiency  monthly upon  demand.  Tenant  agrees  that
 Landlord may file suit to recover any sums due to Landlord and that suit  or
 recovery of  any  amount  due Landlord  shall  not  be any  defense  to  any
 subsequent action brought for any amount not previously reduced by judgement
 in favor of  Landlord.  If  Landlord elects to  terminate Tenant's right  to
 possession only,  without  terminating  this Lease,  Landlord  may,  at  its
 option, enter  into  the  Premises, remove  and/or  retain  Tenant's  signs,
 contents and other evidences of tenancy,  and take possession provided  that
 such entry and possession shall not terminate this Lease or release  Tenant,
 in whole or in part, from Tenant's obligation  to pay the Rent for the  full
 Term or from any other obligations of Tenant.

      (c)  In the case of failure to  observe or perform any of the  Tenant's
 obligations under the  Lease other than  the payment of  Rent, Landlord  may
 perform the same for  the account of  and at the  expense of Tenant  without
 notice in a case of apparent emergency and in any other case after the  cure
 period stated in the  Lease.  Such expenses  plus Landlord's 15% charge  for
 overhead shall be due and payable  by Tenant to Landlord as additional  Rent
 within five (5) days after written notice of  the same is sent to Tenant  by
 Landlord.

      (d)  Each right and remedy provided for in this Lease is cumulative and
 is in addition to every  other right or remedy  provided for in this  Lease,
 now or after the  date of this Lease,  existing in law  or  in equity.  Such
 exercise by Landlord will not preclude the simultaneous or later exercise by
 Landlord of any or all other rights  or remedies provided for in this  Lease
 or in law or in equity, and all  remedies shall be cumulative.  Landlord  is
 entitled without notice  to hearing,  if otherwise  appropriate, and  Tenant
 waives the  requirement of  a bond  in  excess of  $10.00, to  (i)  specific
 performance, injunctive or other equitable or declaratory relief in case  of
 any violation, or any attempted or threatened violation, of any provision of
 this Lease; (ii) an  order compelling the observance  or performance of  any
 such provision; and (iii)  one or more  accountings of Tenant's  obligations
 under this document.  Tenant  will  not plead in  defense of any  injunctive
 relief that there would be an adequate remedy at law.

      (e)  Landlord shall have, at  all times, a  valid security interest  in
 and upon the present and future receivables of Tenant and all goods,  wares,
 equipment, fixtures, furniture, improvements and other personal property  of
 Tenant presently or which may hereafter be situated on the Premises, and all
 proceeds therefrom, and all replacements thereto,  which is given to  secure
 payment of all rent  and other sums  of money becoming  due under the  Lease
 from Tenant and to secure payment of any damages or loss which Landlord  may
 suffer by  reason of  the breach  by Tenant  of any  covenant, agreement  or
 condition contained herein.

 24.  SURRENDER OF PREMISES:

      (a)  Upon Expiration, termination  or Default  of the  Lease, in  which
 Tenant's right  to  possession is  terminated,  Tenant shall  surrender  and
 vacate the Premises immediately and deliver vacant possession to Landlord in
 a clean,  good, and  tenantable condition,  except  for reasonable  use  and
 ordinary wear  and  tear.  Charges  incurred  by  Landlord  for  removal  of
 material and debris left in Premises shall be at the expense  of Tenant.  No
 personal property  shall be  removed from  the  Premises unless  Tenant  has
 fulfilled  all Lease obligations.  If there are  no amounts owed by  Tenant,
 any movable  trade  fixtures,  and personal  property shall  be  removed  by
 Tenant.  All  telephone, communication  and data  lines, cables,  electrical
 equipment, HVAC or other upgrades owned, installed or caused to be installed
 by Tenant in  the Premises or  in the plenum  of the Building  shall not  be
 removed by  Tenant  unless  otherwise  required  by  Landlord.  Upon  Tenant
 vacating the  Premises, Tenant  agrees at  Landlord's  option to  leave  all
 wiring  properly  identified.  All  items  authorized  to  be  removed   but
 subsequently not removed shall,  at Landlord's option,  be presumed to  have
 been abandoned  by Tenant,  and title  thereto shall  pass to  Landlord,  or
 Landlord may,  at its  option, either  store or  dispose of  these items  at
 Tenant's  expense.  If any improvements  have been made  by Tenant, with  or
 without Landlord's approval, Tenant will, at  its expense, and upon  request
 of Landlord, restore the Premises to their original condition.

      (b)   No  act or  thing done  or  omitted to  be  done by  Landlord  or
 Landlord's  agent  during  the  Term  of   this  Lease  will  constitute   a
 constructive eviction by Landlord,  nor will it be  deemed an acceptance  of
 surrender of the Premises,  and no agreement to  accept such termination  or
 surrender will be valid unless signed  in writing by Landlord. The  delivery
 of keys  to  any  employee or  agent  of  Landlord will  not  operate  as  a
 termination of  this  Lease or  a  surrender  of the  Premises  unless  such
 delivery of keys is done in connection with a written instrument executed by
 Landlord approving such termination or surrender.

 25.  HOLDING OVER:  If Tenant, shall  continue to occupy the Premises  after
 the termination  or  Expiration of  this  Lease without  the  prior  written
 consent of  Landlord, such  tenancy shall  be a  month to  month tenancy  at
 sufferance. During the period of any hold over tenancy by Tenant,  Landlord,
 by notice to Tenant, may increase the Rent by 50% over the last month's Rent
 of the Term.  Acceptance by Landlord of any Rent after termination shall not
 constitute a renewal of this Lease or a consent to such hold over occupancy,
 nor shall it waive Landlord's right of re-entry or any other right contained
 in this Lease or provided by law.

 26.   OPTION TO RENEW:   Provided that the Tenant has not been in Default of
 any of the  terms and conditions of this Lease, at anytime during the  Term,
 then  Landlord grants to  Tenant an  option to renew this Lease ("Option  to
 Renew") for a further period of 60 months commencing upon the expiration  of
 the immediately prior Term, under the  same terms and conditions as in  this
 Lease save and except  for  "Monthly Base  Rent" which shall  be 95% of  the
 Market Rental Rate for the  Premises.  To be  valid, Tenant must deliver  to
 the Landlord at  least one hundred  and eighty (180)  days prior the  Expiry
 Date of the prior  Term a written  notice of its  intention to exercise  the
 Option to Renew.

 27.  SECURITY DEPOSIT:   As security for the performance of its  obligations
 under this  Lease, Tenant  upon its  execution  of this  Lease will  pay  to
 Landlord a security  deposit ("Security Deposit")  in the  amount stated  in
 Clause 1E.  The  Security  Deposit may  be applied  by Landlord  to cure  or
 partially cure any Default  of Tenant under this  Lease, and upon notice  by
 Landlord of such application, Tenant shall replenish the Security Deposit in
 full by promptly  paying to  Landlord the  amount so  applied. The  Security
 Deposit shall not  be deemed  an advance  payment of  Rent or  a measure  of
 damages for any Default by Tenant under this Lease, nor shall it be a bar or
 defense to  any action  which  Landlord may  at  any time  commence  against
 Tenant. Should the Project be sold or transferred, the Security Deposit will
 be assigned to  the Purchaser  or Transferee  upon which  Landlord shall  be
 released from all responsibilities as they relate to the Security Deposit.

 28.  LIMITATION  OF  LANDLORD'S  LIABILITY:  No  entity  or  person  holding
 Landlord's interest under this Lease (whether  or not such entity or  person
 is named as "Landlord") shall have any liability after such entity or person
 ceases to hold such interest, except  for any liability accruing while  such
 entity or person held  such interest.  No  principal, officer, employee,  or
 partner (general or limited) of Landlord  shall have any personal  liability
 under any provision of this Lease.  If Landlord defaults in the  performance
 of any of its obligations under  this Lease or otherwise, Tenant shall  look
 solely to Landlord's interest in the Project and not to the other assets  of
 Landlord or  the assets,  interest, or  rights  of any  principal,  officer,
 employee or  partner  (general  or limited)  for  satisfaction  of  Tenant's
 remedies.

 29.  NO RECORDING OF LEASE: This Lease MUST NOT BE RECORDED in any  official
 Public Records, without Landlord's written consent. However, upon request of
 Landlord, Tenant  will execute  a short  form  of this  Lease which  may  be
 recorded which states that  the terms of this  Lease expressly prohibit  any
 liability to Landlord or its property for any improvements made by,  through
 or at the request of Tenant.

 30.  ENCUMBRANCES ON LANDLORD'S TITLE:  Tenant will not register nor  permit
 to be registered  any document that  will encumber Landlord's  title to  the
 Project in  any  way  at any  time  throughout  the Term.  Upon  request  of
 Landlord, Tenant will promptly release, or cause to be released at  Tenant's
 expense, any  such  encumbrance.  If  Tenant fails  to do  so, Landlord  may
 release or cause to  be released such encumbrance  at Tenant's expense  plus
 Landlord's 15% charge for overhead. Tenant's obligations in this Lease shall
 survive termination of this Lease.

 31.  NOTICES:  For the purpose of any notice or demand under this Lease, the
 parties shall be served  by hand delivery,  by overnight delivery,  personal
 delivery or certified mail, return receipt requested, addressed to the other
 party at the address in Clause 1(G) whether or not Tenant has departed from,
 abandoned or  vacated the  Premises or  such other  addresses designated  in
 writing  by  Landlord  or  Tenant.   Any  notice  shall  be  effective  when
 delivered. Refusal  to accept  any notice  shall  be considered  receipt  of
 notice.

 32.  SUCCESSOR AND ASSIGNS:  This Lease shall bind and inure to the  benefit
 of the  successors, assigns,  heirs,  executors, administrators,  and  legal
 representatives of the  Parties. In the  event of the  sale, assignment,  or
 transfer by Landlord of its interest in the Project or in this Lease  (other
 than a  collateral  assignment  to  secure  a  debt  of  Landlord  prior  to
 enforcement)  to  a  successor  in   interest  who  expressly  assumes   the
 obligations of Landlord, Landlord shall be released and discharged from  all
 of its covenants and obligations, except such obligations as Landlord  shall
 have accrued prior  to any  such sale,  assignment or  transfer; and  Tenant
 agrees to look solely to such successor of Landlord for performance of  such
 obligations. Landlord's assignment  of the  Lease or of  any or  all of  its
 rights shall in no manner affect Tenant's obligations.  Landlord shall  have
 the right to freely sell, assign  or otherwise transfer its interest in  the
 Project and/or this Lease.

 33.  NO OFFER:   This Lease is submitted to Tenant on the understanding that
 it will not be considered an offer by Landlord and will not bind Landlord in
 any way until (a) Tenant has duly executed and delivered four (4)  duplicate
 originals to Landlord  and (b) Landlord  has executed and  delivered one  of
 such originals to Tenant.

 34.  JOINT AND SEVERAL LIABILITY:  If there  is  more than one signatory  to
 this Lease those signatories  will be jointly and  severally liable for  the
 faithful  performance  of  all  the  terms  and  conditions  of  this  Lease
 throughout the Term .

 35.  TIME IS OF  THE ESSENCE:   Time is of  the essence for  each and  every
 provision of this Lease.

 36.  NO WAIVER OR ACCORD AND SATISFACTION:

      (a)  No waiver by Landlord of any breach or Default of the Tenant under
 this Lease shall constitute a continuing waiver and Landlord may at any time
 insist on compliance by the Tenant.

      (b)  Acceptance by Landlord of Rent  or other amounts due, in whole  or
 in part,  following a  Default will  not be  deemed to  be a  waiver of  any
 existing or preceding Default  by Tenant of any  term or condition, of  this
 Lease, regardless of Landlord's knowledge of  such preceding Default at  the
 time of acceptance of such Rent or other payment.

      (c)   No payment  by Tenant or  receipt by Landlord  of a lesser amount
 than the full amount of any installment  or payment of Rent or other  amount
 due, shall be deemed to be anything other  than a payment on account of  the
 amount due, and no endorsement or statement on any check or payment of  Rent
 or related to it shall be deemed  an accord and satisfaction.  Landlord  may
 accept such  check  or payment  without  prejudice to  Landlord's  right  to
 recover the balance of  such installment or payment  of Rent, or pursue  any
 other remedies available to Landlord.

 37.  WAIVER OF JURY TRIAL AND ATTORNEY'S  FEES: IN ORDER TO AVOID DELAYS  IN
 RESOLVING DISPUTES THAT MAY ARISE BETWEEN  THE PARTIES, LANDLORD AND  TENANT
 WAIVE TRIAL BY JURY  IN ANY ACTION, PROCEEDING,  OR COUNTERCLAIM BROUGHT  BY
 EITHER OF THE PARTIES TO THIS LEASE AGAINST  THE OTHER. IN THE EVENT OF  ANY
 LEGAL ACTION UNDER  THIS LEASE, THE  PREVAILING PARTY SHALL  BE ENTITLED  TO
 RECOVER ITS COSTS AND REASONABLE ATTORNEY'S FEES.

 38.  LANDLORD'S DEFAULT:  Should the Landlord fail to comply with a specific
 provision of this Lease,  Tenant shall give written  notice to Landlord  and
 Landlord shall have  thirty (30) days  to commence to  cure, failing  which,
 Tenant shall have, as its  sole remedy, the right  to seek judgement from  a
 court of competent jurisdiction to require specific performance by  Landlord
 to cure said  default.

 39.  BROKERS:  Landlord  and Tenant  respectively represent  and warrant  to
 each other that neither of them has consulted or negotiated with any  broker
 or finder with regard to the  Premises except the Broker(s) named in  Clause
 1H, if any. Landlord and Tenant  each will indemnify the other against,  and
 hold the other harmless from, any claims for fees or commissions from anyone
 with whom either  of them  has consulted or  negotiated with  regard to  the
 Premises . Landlord will pay any fees or commissions due only to the Brokers
 named in Clause  1H as Landlord's  Broker, unless  Landlord shall  expressly
 agree to be obligated to another broker.

 40.  FORCE MAJEURE:  Landlord  will have no liability  to Tenant because  of
 Landlord's failure to perform  any of its obligations  in this Lease if  the
 failure is due to Unforeseen Causes.

 41.  NOTICE CONCERNING RADON GAS: Radon is a naturally occurring radioactive
 gas that, when it has accumulated  in a structure in sufficient  quantities,
 may present health risks to persons who are exposed to it.  Levels of  radon
 that exceed federal and state guidelines have been found in buildings in the
 State of  Texas.. Additional information  regarding radon and radon  testing
 may be obtainable  from the county  public health unit.  Landlord  makes  no
 representation to Tenant concerning the presence or absence of radon gas  in
 the Premises or the Building at any time  or in any quantity.  By  executing
 this Lease,  Tenant  expressly  releases  Landlord  from  any  loss,  claim,
 liability, or  damage now  or  hereafter arising  from  or relating  to  the
 presence at any time of such substances in the Premises or the Building.

 42.  CONSENT: Whenever this Lease specifies that either party has the  right
 of consent, said consent shall be effective only if in writing and signed by
 the consenting party.

 43.  SURVIVAL OF OBLIGATIONS:  Any obligations  of Tenant accruing prior  to
 the date Tenant vacates or abandons the Premises shall survive the same, and
 Tenant shall promptly perform all such obligations whether or not this Lease
 has expired or been terminated.

 44. FINANCIAL  REPORTS:     Throughout the  Term, within  fifteen (15)  days
 after Landlord's request,  Tenant and/or Guarantor  will furnish their  most
 recent audited  annual  and  unaudited  quarterly  financial  statements  to
 Landlord, prepared by an independent Certified Public Accountant.

 The Tenant and/or  Guarantor hereby authorize  the Landlord, its  employees,
 officers and/or representatives  to obtain  any credit,  civil and  criminal
 information about the corporation and/or its principals.

 Landlord will  have  the  right  to  disclose  Tenant's  and/or  Guarantor's
 financial statements to lenders or prospective purchasers of the Project.

 45.  NO PENDING  CLAIMS  AGAINST  TENANT:      Tenant  hereby  warrants  and
 represents that within Tenant's  knowledge, there are  no claims, causes  of
 action or  other  litigation or  proceeding  or,  to the  best  of  Tenant's
 knowledge, threatened  in respect  to Tenant,  except for  claims which  are
 fully insured  and as  to which  the insurer  has accepted  defense  without
 reservation.

 46.  CASH TENANT IMPROVEMENT  ALLOWANCE: Upon occupancy  of the Premises  by
 Tenant, if  Tenant is  not in  default,  Landlord will  give Tenant  a  Cash
 Allowance in the  amount of  $10,432.00. This sum  is for  Tenant's use  for
 T.I.'s or Tenant Expenses. Said Cash Allowance will be payable to Tenant  in
 5 equal installments of  $2,054.70 once Tenant's  monthly rent check  clears
 the bank and upon receipt of an invoice from Tenant.

 47.  GOVERNING AUTHORITY:     The Lease shall be  construed and governed  in
 accordance with the laws of the State of Texas and Tenant agrees to abide by
 all relevant local, state and federal laws.

 48.  CAPTIONS: The captions in this Lease are for convenience only and in no
 way define,  limit,  construe  or  describe  the  scope  or  intent  of  the
 provisions of this Lease, unless otherwise determined by Landlord.

 49.  ENTIRE  AGREEMENT:  This  Lease,   the  Exhibits,  the  Schedules   and
 incorporated addenda  contain  the  entire agreement  between  Landlord  and
 Tenant and there  are no  other agreements, either  oral  or  written.  This
 Lease shall not be modified or  amended except by a written document  signed
 by Landlord  and Tenant  which specifically  refers to  this Lease.  If  any
 provision of this  Lease or  amendment is  invalid or  unenforceable in  any
 instance, such invalidity or unenforceability shall not affect the  validity
 or enforceability  of  any  other provision.  All  Exhibits,  Schedules  and
 addenda contained or attached to this Lease shall be deemed to be a part  of
 and are incorporated in this Lease by reference.

      Exhibit A-     The Leasing Plan
      Exhibit B-     Legal Description of the land
      Exhibit C -    Tenant Performs Work Letter
      Exhibit D-     Rules and Regulations
      Exhibit E-     Lease Commencement Date Certificate
      Exhibit F-     Guaranty, if attached
      Exhibit G-     Sign Criteria, if attached
      Exhibit H-     Substantial Completion Certificate, if attached
      Exhibit I-     Tenant Resolution and Corporate Charter
      Exhibit J-     Penalty Schedule, if attached
      Exhibit K-     Texas Provisions
      Exhibit L-     Parking
      Exhibit M-     Letter of Credit, if attached
      Exhibit N-     Landlord Performs Work Letter, if attached.

 THE PROVISIONS CONTAINED IN Clauses 1 through 49 are incorporated into and
 become a part of this Lease by reference.

 TENANT:                            LANDLORD:

 By:  Venture Pacific Group, Inc.   By:  Memshalah Realty,
      A Texas Corporation  (SEAL)        A Texas limited partnership   (SEAL)
                                    By:  Dalfen Dominion Property Corp., a
                                         Texas Corporation, as its sole
                                         general partner

 By:  /s/ Pat Custer                By:  /s/ Murray Dalfen
      Pat Custer, C.E.O.                 Murray Dalfen, President


 WITNESSES TO TENANT:               WITNESSES TO LANDLORD:

 Signed in the presence of:         Signed in the presence of:

 (1)  ___________________________   (1)  ______________________________

 Print Name: ____________________   Print Name: _______________________

 (2)  ___________________________   (2)  ______________________________

 Print Name: ____________________   Print Name: _______________________


 PERSONAL GUARANTOR (limited by Personal Guaranty Agreement attached hereto
 as Exhibit F, and incorporated herein):

 By: /s/ Pat Custer, individually
     ----------------------------
     Pat Custer

 Guarantor's home address:
 ____________________________________________
 ____________________________________________

 Guarantor's Driver's License No.____________
 Dated: _____________________, 200___________


 STATE OF TEXAS
 --------------------------------------------
 COUNTY OF DALLAS
 --------------------------------------------

 The foregoing instrument was acknowledged before me this 20th day of May,
 2005, by Pat Custer, who is personally known to me or who has produced
 driver's license as identification.

 OFFICIAL NOTARIAL SEAL:

                               /s/
                               --------------------------------------------

                               --------------------------------------------
                               (type, print, or stamp name)



                               Notary Public / Commissioner of Oaths:

                               Commission No._______________________________

                               My commission expires:_______________________



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