TABLE OF CONTENTS
                                                            PAGE
Article 1 - Basic Lease Provisions                           1
Article 2 - Term                                             2
Article 3 - Basic Monthly Rent                               3
Article 4 - Tax Rent                                         3
Article 5 - Operating Expense Rent                           4
Article 6 - Capital Expense Rent                             5
Article 7 - Security Deposit                                 5
Article 8 - Use                                              6
Article 9 - Utilities and Services                           6
Article 10 - Parking License                                 7
Article 11 - Repairs                                         7
Article 12 - Condition of Premises                           8
Article 13 - Entry by Landlord                               8
Article 14 - Alterations                                     9
Article 15 - Hazardous Materials                             9
Article 16 - Liens                                           9
Article 17 - Brokers                                        10
Article 18 - Insurance                                      10
Article 19 - Indemnification                                11
Article 20 - Limitation of Liability                        11
Article 21 - Damage or Destruction                          12
Article 22 - Eminent Domain                                 13
Article 23 - Subordination                                  13
Article 24 - Offset Statement                               13
Article 25 - Assignment and Subletting                      13
Article 26 - Bankruptcy and Involuntary Assignment          15
Article 27 - Financial Statements                           15
Article 28 - Holding Over                                   15
Article 29 - Defaults                                       15
Article 30 - Remedies                                       16
Article 31 - Attorney's Fees                                16
Article 32 - Arbitration                                    16
Article 33 - Notices                                        17
Article 34 - General Provisions                             17
Article 35 - Addendum                                       19
Exhibit A - Premises Location Plan                          20
Exhibit B - Legal Description                               21
Exhibit C - Rules and Regulations                           22
Exhibit D - Work Letter                                     25
Exhibit E - Guaranty of Lease                               28
Schedule 1 - Preliminary Space Plans                        30
Addendum No. 1                                              31

                                        
                                      LEASE

     By this Lease dated March 7, 1996 for reference purpose only, Landlord
hereby leases to Tenant the Premises, together with the non-exclusive right to
use the Common Areas, upon and subject to the following terms, covenants and
conditions:

ARTICLE L-BASIC LEASE PROVISIONS

    1.1   For purposes of this Lease and addenda, exhibits and other attachments
thereto, and as subject to modification, revision or amendment by other terms
and conditions of this Lease, addenda exhibits and other attachments thereto
mutually agreed by Landlord and Tenant, these certain provisions are defined as
follows:

               (a)                   Landlord: Mani Brothers LLC

               (b)                   Tenant:   New Horizons Computer Learning
                                     Centers, Inc. a Delaware Corporation

               (c)                   Building: 100 Corporate Pointe, Culver
                                     City; California

               (d)                   Premises: Suite 180 (consisting of
                                     approximately 10,779 rentable square
                                     feet), Suite 195 (consisting of
                                     approximately 4,127 rentable square feet)
                                     and a portion of Suite 105 (consisting of
                                     approximately 261 rentable square feet),
                                     totaling approximately 15,167 rentable
                                     square feet. The exact location and square
                                     footage shall be subject to space
                                     planning, architectural measurements and
                                     the relocation of the tenant currently
                                     located in Suite 195. Tenant shall have
                                     the right to have the space planner verify
                                     the square footage calculation prior to
                                     lease execution. The Premises shall be
                                     computed in accordance with the BOMA
                                     standards. Tenant's primary entrance shall
                                     be from the exterior of the building to
                                     the right hand side of the existing lobby.

               (e)                   Commencement Date:  June 1, 1996, subject
                                     to the Paragraph 2.1.(a).

               (f)                   Termination Date:   One hundred twenty
                                     (120) months after the Commencement Date.

               (g)                   Permitted Use: General office use for the
                                     purpose of conducting a computer learning
                                     center.

               (h)                      Basic Monthly Rent: The Basic Monthly
                                        Rent shall be Eighteen Thousand Nine
                                        Hundred Fifty Eight and 75/100 Dollars
                                        ($18,958.75) for the first (1st) through
                                        the sixtieth (both) month of the lease
                                        term. The Basic Monthly Rent shall be
                                        Twenty Five Thousand Twenty five and
                                        55/100 Dollars ($25,025.55) for the
                                        period from the sixty-first (61st) month
                                        through the one hundred and twentieth
                                        (120th) months. Said Basic Monthly Rent
                                        shall be net of utilities.

               (i)                   Security Deposit:   Eighteen Thousand Nine
                                     Hundred Fifty Eight and 75/100 Dollars
                                     ($18,958.75) and shall be increased on the
                                     sixty first (61st) month to Twenty Five
                                     Thousand Twenty Five and 55/100 Dollars
                                     ($25,025.55).

               (j)                   Proportional Share: 13.85%

               (k)                   Base Year:1996

               (l) Procuring Broker: CB Commercial Real Estate Group, Inc. -
                                     Hunt Barnett and Taylor Ing, as Tenant's
                                     representative and CB Commercial Real
                                     Estate Group, Inc. - Jeffrey S. Pion, as
                                     Landlord's representative. In the event CB
                                     Commercial Real Estate Group, Inc.
                                     represents both parties herein, Landlord
                                     and Tenant acknowledge that each has been
                                     notified of said dual representation and
                                     both Landlord and Tenant consent hereto to
                                     said dual representation.

               (m)                   Parking Allotment:  See Addendum.

               (n)                   Business Hours:8:00 AM to 6:00 PM Monday
                                     through Friday; and 9:00 AM to 1:00 PM
                                     Saturday, excluding holidays generally
                                     recognized in the State of California.
                                     Landlord acknowledges that Tenant will
                                     conduct its business at times other than
                                     the Building's normal hours.

               (o)                   Land:The site upon which the Building,
                                     Common Areas and other related
                                     improvements, facilities, service areas
                                     and equipment are located (as legally
                                     described in Exhibit "B" attached herein).

               (p)                   Common Areas:  Those interior and exterior
                                     portions of the Building and such other
                                     areas, facilities and equipment serving
                                     the Building, which are designated by
                                     Landlord for the common use and benefit of
                                     tenants, tenants' employees, customers and
                                     invitees, and/or members of the general
                                     public. Such areas, facilities and
                                     equipment shall include, without
                                     limitation: entrances; exits; lobbies;
                                     elevators; stair-ways; corridors;
                                     passageways; public washrooms, parking
                                     facilities; loading areas; plazas, private
                                     sidewalks; landscaped areas; walkways;
                                     mechanical, electrical and telephone
                                     rooms; utilities and related facilities;
                                     electrical, mechanical, sprinkler, fire
                                     detection and fire prevention and security
                                     equipment and related facilities; duct
                                     shafts; operating, maintenance and storage
                                     areas; and service areas, equipment and
                                     facilities.

ARTICLE 2-TERM

    2.1   The Term of this Lease shall commence on the Commencement Date.

          (a)  Initial Term. The Term of the Lease shall be for the period shown
               in Article 1 of the Summary of Basic Terms commencing, subject to
               the provisions of the "Work Letter" attached hereto as Exhibit
               "D", on the date the Premises shall be tendered to Tenant ready
               for occupancy or such earlier date or later date as Tenant takes
               possession or commences use of the Premises for any purpose
               including construction (the "Commencement Date"). The Premises
               shall be deemed ready for occupancy and Rent shall commence on
               the date of issuance of a Certificate of Occupancy, Temporary
               Certificate of Occupancy or other equivalent approval by the City
               of Culver City of the improvements required by this Lease to be
               constructed by Landlord. Landlord acknowledges that the premises
               may be built in stages and Tenant's obligation to pay rent shall
               commence upon completion of each stage of construction. Landlord
               agrees to use its best efforts to give Tenant estimates of the
               schedule for completion of the improvements and to give Tenant
               ten (10) days prior notice of the anticipated date the Premises
               will be ready for occupancy. The Commencement Date is a date
               which Landlord has projected for occupancy, based upon its
               present estimates of construction schedules. Subject to "Force
               Majeure" (as that term is defined below), Tenant shall have the
               right to cancel this Lease in the event Landlord has not
               delivered the Premises to Tenant within one hundred twenty (120)
               days after the Commencement Date, as such date may be modified by
               the provisions of the "Work Letter" attached hereto as Exhibit
               "D", which right is exercisable by Tenant by delivering written
               notice to Landlord within five (5) business days following
               expiration of said one hundred twenty (120) day period. "Force
               Majeure" is hereby defined to mean any cause beyond the
               reasonable control of Landlord, including but not limited to,
               strikes, acts of God, war, governmental laws and regulations or
               restrictions, including delays in the issuance of permits (not to
               exceed one hundred twenty (120) days), inspections and approvals,
               shortages of labor or materials, or delays caused by acts of
               Tenant as more particularly set forth in paragraph "7" of the
               "Work Letter" attached hereto as Exhibit "D". In the event
               permission is given to Tenant to enter or occupy all or a portion
               of the Premises prior to the Commencement Date, such occupancy
               shall be subject to all of the terms and conditions of this
               Lease. When the Lease Commencement Date has been determined, the
               parties shall execute an amendment to this Lease in the form of
               Exhibit "B" attached hereto and incorporated herein by this
               reference, stating the actual Lease Commencement Date and the
               date for expiration of the Term (the "Expiration Date") and
               setting forth an acknowledgment by Tenant that Landlord has
               completed all improvements to the Premises in accordance with
               this Lease and to the satisfaction of Tenant, subject to the
               items listed in a punch list, if any, delivered to Landlord
               pursuant to Article "2(b)" Acceptance and Suitability below.
          
          (b)  Acceptance and Suitability. Within thirty (30) days following the
               date Tenant takes possession of the Premises, Tenant may provide
               Landlord with a punch list which sets forth any corrective work
               to be performed by Landlord with respect to work performed by
               Landlord as set forth in the Work Letter; provided, however, that
               Tenant's obligation to pay Basic Monthly Rent as provided below
               shall not be affected thereby. If Tenant fails to submit a punch
               list to Landlord within such thirty (30) day period, Tenant
               agrees that by taking possession of the Premises, it will
               conclusively be deemed to have inspected the Premises and found
               the Premises in satisfactory condition except for subsequently
               discovered latent defects. Tenant acknowledges that neither
               Landlord, nor any agent, employee or servant of Landlord, has
               made any representation with respect to the Premises, or the
               Building, or with respect to the suitability of them to the
               conduct of Tenant's business, nor has Landlord agreed to
               undertake any modifications, alternations, or improvements of the
               Premises, or Building, except as specifically provided in this
               Lease.


    2.2   This Lease shall terminate on the Termination Date, unless terminated
sooner as may be provided elsewhere herein.

ARTICLE 3-BASIC MONTHLY RENT

    3.1   The first Installment of Basic Monthly Rent is due on or before the
Commencement Date.  All other installments of Basic Monthly Rent are payable in
advance on the first day of each calendar month, together with any monthly
Installments of estimated Tax Rent, Operating Expense Rent and Capital Expense
Rent (collectively "Total Monthly Rent"). Except as provided in Article 28, if
the Commencement Date is not the first day of the calendar month or the
Termination Date is not the last day of the calendar month, then Total Monthly
Rent shall be prorated based upon a thirty (30) day month.

    3.2   All amounts due or relating to Tenant's occupancy under this Lease,
other than Total Monthly Rent, are due and payable within thirty (30) days of
receipt of Landlord's Invoice for same. Such amounts include, without
limitation: annual reconciliations and retroactive charges of Tax Rent,
Operating Expense Rent or Capital Expense Rent; Orders for Extra Work; charges
for extra utilities and services; and late Charges (collectively "Additional
Rent"). All amounts due under this Lease or relating to Tenant's occupancy are
deemed to be rent, receivable as such, and subject to all remedies of Landlord
for nonpayment of rent. Tenant's obligation to pay all amounts owing under this
Lease shall survive Tenant's relinquishment of possession to Landlord, or the
expiration or early termination of this Lease.

    3.3   Tenant agrees that Tenant's late payment of any sum due under this
Lease will cause Landlord to Incur cost not contemplated hereunder, the exact
amount of which is impracticable or extremely difficult to fix. Therefore, if
all or any portion of any installment of Total Monthly Rent is not received by
Landlord by the tenth (10th) day of the month for which it is due, or if all or
any portion of any item of Additional Rent is not received by Landlord when due
pursuant to Article 3.5, then Tenant shall pay to Landlord a "Late Charge of ten
percent (10%) of the overdue amount. Landlord and Tenant agree that the Late
Charge represents a fair and reasonable estimate of costs that Landlord will
incur by reason of any late payment by Tenant. Landlord's acceptance of a Late
Charge shall not constitute a waiver of Tenant's default with respect to the
overdue amount, or prevent Landlord from exercising any of the other rights and
remedies available to Landlord under this Lease or pursuant to law. The Late
Charge shall be in addition to, and not in lieu of, any interest which may
accrue pursuant to Article 34.11 of this Lease.

    3.4   All amounts due Landlord shall be paid by Tenant, without deduction or
offset, in lawful money of the United States of America, which shall be legal
tender at the time of payment. Payments shall be made at the office of Landlord
or to such other person or at such other place as Landlord notifies Tenant.
Landlord reserves the right to require that payments be made by certified check
or cash.

ARTICLE 4-TAX RENT

    4.1   For each successive calendar year of the Term after the Base Year
("Comparison Year"), Tenant shall pay to Landlord "Tax Rent", which shall be the
Proportional Share of the amount, if any, which the aggregate annual Property
Taxes for the Comparison Year exceeds the Property Taxes for the Base Year. Tax
Rent is payable in the manner set forth in Article 4.3. If this Lease terminates
on a day other than the last day of the Comparison Year, then Tax Rent for the
Comparison Year shall be prorated.

    4.2   (A)  "Property Taxes" is defined for purposes of this Lease as: all
costs and expenses which Landlord or Landlord's managing agent has incurred or
will incur for real and personal property taxes, or any other assessment upon
Landlord's legal or equitable interest in the Land, Building, Common Areas and
all or any related facilities and improvements (including, without limitation,
leasehold taxes or other taxes or assessments levied in lieu thereof or in
addition thereto), whether imposed by a government authority or agency, or by a
special assessment district; any taxes resulting from a reassessment of the
Building occasioned by any cause whatsoever, including, without limitation, any
reassessment resulting from a conveyance of Landlord's interest in the Land,
Building or Common Areas (whether of not such transfer occurs before or after
the Commencement Date), or by the determination by a court that any law,
regulation, statute, or constitutional provision purporting to limit tax
increases is invalid in whole or in part: any non-progressive tax on or measured
with respect to gross receipts from the rental of space in the Building; any
user fees or charges assessed for any government services which were provided
without cost prior to the imposition of Proposition 13; any assessment, tax, fee
charge or levy for any transportation plan, fund or system within the general
geographic area of the Building; and, any actual, reasonable and documented
expenses of Landlord in contesting any of the foregoing or the assessed
valuation of the Land, Building or Common Areas. Notwithstanding the foregoing,
the definition of "Property Taxes" excludes any net income, franchise, capital
stock, estate or inheritance taxes.

          (B)  Upon request by Tenant, Landlord shall provide Tenant with copies
of all tax bills, assessments and charges received from any local taxing
agencies. Shall Landlord sell or convey the property of which the leased
premises are a part, Tenant shall not be obligated to pay any increase in
property taxes resulting from said sale or conveyance (Proposition 13).

    4.3   As soon as practical after the beginning of each Comparison Year,
Landlord shall provide Tenant with Landlord's estimate of Property Titles and
Tax Rent for the Comparison Year. During the Comparison Year, Tenant shall pay
Landlord estimated Tax Rent in equal monthly installments on the first day of
each month. If the estimated Tax Rent for the Comparison Year is not determined
until after the beginning of the Comparison Year, the Tenant shall continue to
pay the monthly installments for the prior Comparison Year, if any, and shall
retroactively pay any underpayment of estimated Tax Rent payable for the period
from the beginning of the Comparison Year until the estimate was provided.  As
soon as practical after the end of each Comparison Year, Landlord shall
determine the Property Taxes incurred in the Comparison Year. If Tenant has
underpaid its Tax Rent for the Comparison Year, then Tenant shall pay to
Landlord the full amount of such deficiency as Additional Rent. If Tenant has
overpaid its Tax Rent for the Comparison Year, then Landlord shall either credit
the overpayment toward Tenant's next installment(s) of Total Monthly Rent or, if
this Lease has terminated and Landlord has not applied the overpayment to a
default of Tenant, refund the overpayment to Tenant within thirty (30) days of
determination.

    4.4   Tenant shall directly pay the taxing authority any tax levied against
the personal property or trade fixtures of Tenant in or about the Premises. If
Tenant fails to pay such tax before delinquency, then Landlord may pay such tax
on behalf of Tenant, and the amount paid shall constitute Additional Rent due
Landlord. Landlord shall upon request of Tenant, deliver to Tenant copies of any
tax bills paid by Landlord for and on behalf of Tenant.

    4.5   The calculation and payment of Tax Rent is separate, distinct and
shall not be affected by the calculation and payment of either Basic Monthly
Rent, Operating Expense Rent, Capital Expense Rent or Consumer Price Index
Adjustment, if any. Any item of cost or expense included as Property Taxes shall
not be included as either Operating Expenses or Capital Expenses.

ARTICLE 5-OPERATING EXPENSE RENT

    5.1   For each Comparison Year, Tenant shall pay to Landlord Operating
Expense Rent, which shall be the Proportional Share of the amount, if any, by
which the aggregate annual Operating Expenses for the Comparison Year exceeds
the Operating Expenses for the Base Year. Operating Expense Rent is payable in
the manner set forth in Article 5.4. If this Lease terminates on a day other
than the last day of the Comparison Year, then Operating Expense Rent for the
Comparison Year shall be prorated.

    5.2   "Operating Expenses" is defined for purposes of this Lease as all
costs and expenses, calculated in both the Base Year and any Comparison Year as
if the Building were ninety-five percent (95%) occupied and all services were
provided to the entire Building, which Landlord or Landlord's managing agent has
incurred or will incur (without offset for any revenue derived from any source
whatsoever) in the operation, maintenance, repair, improvement, management and
administration of the Land, Building and Common Areas, plus a management fee not
to exceed four percent (4%) of gross Building and Common Areas revenue.

    5.3   "Operating Expenses" includes, without limitation, costs and expenses
for: all wages, salaries, benefits, payroll taxes, other similar government
charges and other direct costs of personnel rendering services to the Building,
whether or not situated in the Building, including, without limitation, Building
managers and their assistants and supervisors, clerical, accounting, and
technical services personnel; costs to comply with all laws, ordinances, rules
and regulations; utility charges and surcharges; janitorial, mechanical,
security, landscaping, elevator, waste disposal, alarm maintenance and other
Building services; parking facility operation, maintenance and management;
labor; lighting; air conditioning; heating; ventilating; water and sewage
charges; supplies; material; tools; equipment; uniforms; operation, maintenance
and repair of systems and facilities; structural and non-structural repair;
business licenses or similar licenses or taxes; insurance premiums, deductibles
and related charges, whether required pursuant to this Lease or by any
lienholder or encumbrancer; professional fees and other expenses; and the
expenses of maintaining a building management office (not to exceed 2,500 usable
square feet), with rent imputed at the effective market rate for the building
containing the office.

    5.4   As soon as practical after the beginning of each Comparison Year,
Landlord shall provide Tenant with Landlord's estimate of Operating Expenses and
Operating Expense for the Comparison Year. During the Comparison Year, Tenant
shall pay Landlord's estimated Operating Expense Rent in equal monthly
installments on the first day of each month. If the estimated Operating Expense
Rent for the Comparison Year is not determined until after the beginning of the
Comparison Year, then Tenant shall continue to pay the monthly installments for
the prior Comparison Year, if any, and shall retroactively pay any underpayment
of estimated Operating Expense Rent payable for the period from the beginning of
the Comparison Year until the estimate was provided. As soon as practical after
the end of each Comparison Year, Landlord shall determine the Operating Expenses
incurred in the Comparison Year. If Tenant has underpaid its Operating Expense
Rent for the Comparison Year, then Tenant shall pay to Landlord the full amount
of such deficiency as Additional Rent. If Tenant has overpaid its Operating
Expense Rent for the Comparison Year, then Landlord shall either credit the
overpayment toward Tenant's next installment(s) of Total Monthly Rent or, if
this Lease has terminated and Landlord has not applied the overpayment to a
default of Tenant, refund the overpayment to Tenant within thirty (30) days of
determination.

    5.5   The calculation and payment of Operating Expense Rent is separate,
distinct and shall not be affected by the calculation and payment of either
Basic Monthly Rent, Tax Rent, Capital Expense Rent or Consumer Price Index
Adjustment, if any. Any item of cost or expense included as Operating Expenses
shall not be included as either Property Taxes or Capital Expenses.


ARTICLE 6-CAPITAL EXPENSE RENT

    6.1   During the Term, Tenant shall pay to Landlord "Capital Expense Rent",
which shall be the Proportional Share (or any other proportion in Landlord's
sole discretion, which equitably distributes either Capital Expenses or Capital
Expense Rent among tenants) of any Capital Expenses either incurred in the
calendar year, allocated by Landlord in its sole discretion to the calendar
year, or which Landlord has in its sole discretion elected to amortize in the
year. Capital Expense Rent is payable in the manner set forth in Article 6.3. If
this Lease commences or terminates on a day other than the first or last day of
a calendar year, Capital Expense Rent for the year shall be prorated.

    6.2   "Capital Expenses" is defined for purposes of this Lease as all costs
and expenses which Landlord or Landlord's managing agent has incurred or will
incur (without offset for any revenue derived from any source whatsoever) in the
making or installation of capital improvements, modifications or additions to
the Land, Building, Common Areas and/or the machinery, equipment and facilities
related thereto, either:

          (a)  Required by directive of a government, quasi-government or
               regulatory agency or authority, but only those Capital Expenses
               which are so required either:

                    (i)  Pursuant to either a law or statue newly enacted after
                    the execution of this Lease or

                    (ii) Pursuant to an interpretation of a law or statue
                    existing as of the execution of this Lease, which
                    interpretation is newly promulgated after the execution of
                    this Lease

          (b)  Made with the intent of reducing Operating Expenses.

    6.3   As soon as practical after the beginning of each calendar year (or the
Term, as the case may be), Landlord shall provide Tenant with Landlord's
estimate of the Capital expenses and Capital Expense Rent for the calendar year.
During the calendar year, Tenant shall pay Landlord's estimated Capital Expense
Rent in equal monthly installments on the first day of each month. If the
estimated Capital Expense Rent for the calendar year is not determined until
after the beginning of the calendar year, then Tenant shall continue to pay the
monthly installments for the prior calendar year, if any, and shall
retroactively pay any underpayment of estimated Capital Expense Rent payable for
the period from the beginning of the calendar year until the estimate was
provided. Landlord shall amortize the cost of any capital item over its usual
life. As soon as practical after the end of each calendar year, Landlord shall
determine the Capital Expenses incurred, allocated or amortized in the calendar
year. If Tenant has underpaid its Capital Expense Rent for the Calendar year,
then Tenant shall pay to Landlord the full amount of such deficiency as
Additional Rent. If Tenant has overpaid its Capital Expense Rent for the
calendar year, then Landlord shall either credit the overpayment toward Tenant's
next installment(s) of Total Monthly Rent or, if this Lease has terminated and
Landlord has not applied the overpayment to a default of Tenant, refund the
overpayment to Tenant within thirty (30) days of determination.

    6.4   The calculation and payment of Capital Expense Rent is separate,
distinct and shall not be affected by the calculation and payment of either
Basic Monthly Rent, Tax Rent, Operating Expense Rent or Consumer Price Index
Adjustment, if any. Any item of cost or expense included as Capital Expenses
shall not be included as either Property Taxes or Operating Expenses.

ARTICLE 7-SECURITY DEPOSIT

    7.1   On or before execution of this Lease, Tenant shall deposit with
Landlord the initial Security Deposit. The Initial Security Deposit and any
other sums deposited with Landlord pursuant to this Article (collectively
"Security Deposit") shall be held by Landlord as security for the faithful
performance by Tenant of all of the terms, covenants and conditions of this
Lease to be kept or performed by Tenant. If Tenant acquires additional Premises,
Tenant shall deposit additional sums with Landlord so that the Total Security
Deposit held by Landlord is equal to Tenant's then current Basic Monthly Rent.
Landlord shall not be required to SEGREGATE THE Security Deposit from its
general funds, refund any Security Deposit except as provided in Article 7.3, or
pay Tenant any interest thereon.

    7.2   If Tenant defaults on any obligation hereunder, Landlord may (but
shall not be required to) use, apply or retain all or any part of the Security
Deposit for the payment of rent or any other sum in default, or to compensate
Landlord for any loss or damage which Landlord has suffered or may suffer due to
Tenant's default. Tenant shall, upon demand, restore any Security Deposit so
used, applied or retained to the amount held by landlord immediately prior
thereto.

    7.3   If Tenant fully and faithfully performs every provision of this Lease
to be performed by Tenant, then, within thirty (30) days of the later of the
termination of this Lease or the surrender of the Premises to Landlord, Landlord
shall return to Tenant (or, at Landlord's option, the last assignee of Tenant
hereunder) any Security Deposit which has not been so used, applied or retained.
Notwithstanding the foregoing, Landlord may retain such portion of the Security
Deposit as is necessary to secure any remaining obligations of Tenant hereunder
(including, without limitation, Tenant's obligations pursuant to Articles 4, 5
and 6, which Tenant acknowledges comet be fully ascertained until as soon as
practical after the end of the calendar year; and Tenant waives application of
the provisions of California Civil Code section 1950.7 in respect to such
retention).

    7.4   If Landlord transfers, assigns or conveys its interest in the
Premises, then Landlord shall be discharged from any liability for the return of
Tenant's Security Deposit, provided Landlord transfers to Landlord's successor
in interest that portion of the Security Deposit which has not been used,
applied or retained as per mined by this Lease.


ARTICLE 8-USE

    8.1   Tenant agrees that the Permitted use is a material provision of this
Lease. Tenant shall use the Premises solely for the Permitted Use and shall not
use or permit the Premises to be used for any other purpose without the prior
written consent of Landlord. Any consent by Landlord to a change of use by
Tenant shall not be deemed a waiver of Landlord's right to withheld its consent
to any subsequent proposed change of use. Tenant shall be responsible for
obtaining all necessary permits for the conduct of its business and for
verifying that Tenant's permitted use is acceptable to the City of Culver City.
Landlord makes no representations as to Tenant's ability to obtain necessary
permits for conduct of its business. Landlord shall be responsible for obtaining
building construction permits.

    8.2   Tenant shall, at Tenant's sole cost and expense, comply with all
certificates, rules, directives, orders and regulations of any public authority
(including Federal, State, County and Municipal authorities) caused by Tenant's
use of the premises which concern either the Premises or Tenant's use or
occupancy thereof. Tenant shall not use or occupy the Building, Common Areas or
Premises in violation of any law, certificate of occupancy, or covenant,
condition or restriction and shall discontinue the violating use upon Landlord's
demand.

    8.3   Tenant shall not do or permit to be done anything which will
invalidate or increase the cost of any insurance policy covering the Land,
Building, Common Areas, or equipment, property and facilities therein. Tenant
shall comply with all rules, orders, regulations and requirements of any
insurance fire rating bureau or any other organization performing a similar
function. Tenant shall, upon Landlord's demand, reimburse Landlord for any
additional insurance premium which may be incurred due to Tenant's failure to
Comply with this Lease.

    8.4   Tenant shall not do or permit to be done anything which will
constitute a nuisance, or obstruct, injure, annoy or interfere with the rights
of other tenants or occupants of the Building. The Premises shall not be used
for any lodging, sleeping, improper, immoral, unlawful or objectionable purpose.
Tenant shall not commit waste.


ARTICLE 9-UTILITIES AND SERVICES

    9.1   Landlord shall provide Tenant with:

          (a)  Twenty-four (24) hour access to the Premises;

          (b)  Reasonable quantities of electric current for receptacles, water
               for lavatory and drinking purposes, and automated elevator
               service;

          (c)  Standard fluorescent lighting and heat, ventilation or air
               conditioning as may be required for the comfortable use and
               occupation of the Premises during Business Hours; and

          (d)  Janitorial and security services to the extent and during such
               times as are determined by Landlord. (Tenant submits list.)

    9.2   Notwithstanding the provisions of Article 9.1, Landlord may: restrict
access to the Premises while making any repairs, alterations or improvements to
the Premises, Common Area or Building; make reasonable nondiscriminatory changes
to the access, utilities and services landlord is obligated to provide
hereunder; make such changes in the access, utilities and services Landlord is
obligated to provide hereunder as may be reasonable and necessary to comply with
any government restriction, requirement or standard relating thereto; or prevent
access or curtail utilities or services to the Land, Building, Common Areas or
Premises during any invasion, mob, riot, public excitement or other
circumstances rendering such action advisable, in Landlord's reasonable opinion.
In the absence of an emergency, Landlord and Tenant shall agree and schedule an
appropriate date and time for such actions to commence.

    9.3   If Tenant either:

          (a)  Requires or uses more utilities or services than generally used
               by another tenant in the Building;

          (b)  Requires utilities or services that are not generally provided to
               the Building during non-Business Hours; or

          (c)  Has special water, electric, cooling or ventilation needs due to
               concentration of personnel, or the use of office equipment,
               devices or machines which consume power or generate head in
               excess of personal computers or common office photocopiers (which
               may include, without limitation, communications equipment,
               main-frame or mini-computers).

then Tenant shall pay, as Additional Rent, the charge for such use, as
determined by Landlord. Landlord's current charge for after-hours heating,
ventilation and air conditioning is Thirty Five and No/100 Dollars ($35.00) per
hour, as such rate may be adjusted by Landlord from time-to-time. Landlord shall
install separate circuitry or meters to accommodate and/or measure Tenant's
demand and Tenant shall pay same directly to utility.

    9.4   Except as expressly provided elsewhere in this Lease, Landlord shall
not be liable for any loss or damage to Tenant or Tenant's employees, or their
respective property or business, and Tenant shall not be entitled to any
abatement or reduction of rent as a result if Landlord's failure is due to any
cause beyond Landlord's reasonable control (including, without limitation,
accident, breakage, repairs, shortage of materials or supplies, strike, lockout,
boycott, labor dispute, fire, earthquake, acts of God, rioting, insurrection,
war, Government action, and acts of pubic enemy), unless such access or services
are (i) not provided for more than thirty (30) consecutive days after receipt of
written notice from Tenant, and (ii) the Premises are incapable during said
thirty (30) consecutive day period, then, commencing on the thirty-first (31st)
day following such thirty (30) day consecutive period, Total Monthly Rent shall
abate until the services and access are restored. If Tenant's access is
prohibited as a result of any activities set forth in this paragraph for a
period of 180 days or more, Tenant shall have the right to cancel this lease.

ARTICLE 10-PARKING LICENSE

          Tenant shall have a revocable license to park, in common with other
tenants, up to Tenant's Parking Allotment of automobiles in the parking
facilities of the Building, subject to the following:

          (a)  Tenant shall pay Landlord or Landlord's agent, the
               regularly-scheduled parking rates at such time and in such manner
               as Landlord or Landlord's agent may, from time to time, establish
               for tenants of the Building.

          (b)  Tenant shall not be in default under any term or condition of
               this Lease;

          (c)  Tenant shall abide by any reasonable rules and regulations for
               use of the parking facilities that Landlord or Landlord's agent
               establishes from time to time, and otherwise use the parking
               facility in a safe and lawful manner;

          (d)  Tenant and Tenant's employees, contractors and invitees may be
               required to use attended parking;

          (e)  No bailment shall be created hereunder or by any use of the
               parking facility;

          (f)  Tenant and Tenant's agents, servants, employees, successors or
               assigns each hereby releases Landlord's agents, servants,
               employees and independent contractors from all claims for loss or
               damage to (including, without limitation, vandalism and theft)
               arising out of or related to use of the parking facility; and

          (g)  Tenant shall have this revocable license, only, and no estate
               shall be conveyed to Tenant under this Article; and

          (h)  The location or relocation of the reserved parking spaces
               identified in Article 1.1, Paragraph (m) shall be reasonably
               agreed to by Landlord and Tenant.

If Tenant violates any of the terms and conditions of this Article, or fails to
use the parking facility in accordance with the terms of this Article and this
Lease, then landlord may revoke this license to the extent that landlord deems
reasonable and necessary, without liability to Tenant. Tenant's license shall
otherwise be revoked and tenement concurrently with the termination of this
Lease.

ARTICLE 11-REPAIRS

   11.1   Except as provided in Article 11.2, Tenant shall, at Tenant's sole
cost and expense, keep the Premises in good condition and repair; including,
without limitation, the maintenance and repair of all glass panels and
partitions, lavatories, showers, toilets, basins, kitchen facilities and
heating, ventilation and air-conditioning systems and each of their respective
mechanical, plumbing and electrical connections (whether such systems or
facilities are fully contained in the Premises, or exist outside the Premises,
but were installed or are maintained to exclusively serve the Premises). Tenant
shall exclusively use Landlord or Landlord's approved subcontractors for all
work related to the mechanical, plumbing, heating, ventilation,
air-conditioning, electrical, fire/life safety and lighting systems, which work
shall be coordinated by Landlord; and, if Landlord independently determines that
any such work is required, Landlord may arrange for such work to be performed
without prior demand upon Tenant (but with such notice as may be required
pursuant to Article 13). All charges for work coordinated by Landlord hereunder
shall be payable by Tenant to Landlord as Additional Rent.

   11.2   Landlord shall, at Landlord's initial cost and expense, repair and
maintain the Common Areas, structural portions of the Building, and all basic
mechanical, electrical, plumbing, heating, ventilation and air-conditioning
systems providing service to all tenants in the Building. Payment of such
expenses by Tenant to Landlord shall be subject to Article 5 and 6 of this
Lease. Notwithstanding the foregoing, but subject to the provisions of Article
18, if any such maintenance or repair is caused in part or in whole by the
negligence or willful misconduct of Tenant, its agents, servants, employees,
licensees invitees (which do not include unsolicited relationships with Tenant),
then Tenant shall directly pay to Landlord as Additional Rent the reasonable
charge for such maintenance and repairs. Furthermore, Tenant shall take all
reasonably necessary action to prevent any additional or future damage which
Landlord reasonably believes may be caused by Tenant, its agents, servants,
employees, licenses or invitees (which do not include unsolicited relationships
with Tenant), whether as an isolated incident or as a continuous course of
conduct, or whether individually or as a group.

   11.3   Provided Landlord uses commercially reasonable efforts to minimize
interference with Tenant's use of the Premises, Landlord reserves the right to:

          (a)  Install, repair, maintain, relocate or replace plumbing,
               electrical, HVAC and other mechanical systems above the ceiling,
               below the floor, within the walls and central core;

          (b)  Temporarily close the Common Areas or building for maintenance,
               repair, improvement or alteration of the Building or Common
               Areas, or make changes to the Common Areas, including, without
               limitation, changes affecting ingress, traffic flow, landscaping
               and parking facilities; and

          (c)  Perform such other acts or make such other changes to the
               Building and Common Areas that Landlord may deem appropriate
               (provided Tenant's use or access to the Premises or Common Areas
               is not unreasonably impaired).

   11.4   Landlord shall not be liable to Tenant for any failure by Landlord to
perform the repairs and maintenance required of Landlord hereunder, unless such
failure persists for an unreasonable time after Tenant notifies Landlord in
writing of the specific need for such repairs or maintenance. Except as
expressly provided elsewhere in this Lease, there shall be no abatement of rent
and no liability of Landlord by reason of any injury to, or interference with
Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building, Common Areas or Premises.
Tenant waives any right to make repairs at Landlord's expense pursuant to
California Civil Code section 1942 or any similar law, statue or ordinance.
Tenant acknowledges that the Premises do not constitute a "Dwelling Unit" or
"Dwelling" as the term is used in California Civil Code section 1940, et. seq.

ARTICLE 12-CONDITION OF PREMISES

   12.1   Subject to any provisions of this Lease concerning the making of
Leasehold Improvements in the Premise (if any), by taking possession of the
Premises hereunder, Tenant accepts the Premises as being in good order,
condition and repair (excepting only latent defects and items subject to
correction pursuant to Article 35) and otherwise as is, where is and with all
faults. All work required to bring the Premises into compliance with the
requirements of the ADA, other laws and ordinances as of the Commencement Date,
shall be the sole responsibility of Landlord, both as to performance and payment
of costs. Thereafter, Tenant shall be solely responsible to keep and maintain
its Premises in compliance with the requirements of the ADA, other laws and
ordinances. Except as may be expressly set forth in this Lease, Tenant
acknowledges that neither Landlord, nor any employee, agent or contractor of
landlord has made any representation or warranty concerning the Land, Building,
Common Areas or Premises, or the suitability of either for the conduct of
Tenant's business.

   12.2   Upon the expiration of the Term or earlier termination of this Lease,
Tenant shall relinquish possession of the Premises to Landlord in the same
condition as received, ordinary wear and tear excepted, free of all trash and
rubbish, and in broom clean condition. Landlord may dispose of any personal
property remaining in the Premises in accordance with California Civil Code
section 1980, et seq., and shall be entitled to recover all costs and expenses
provided therein, including landlord's reasonable attorneys' fees and costs.

ARTICLE 13-ENTRY BY LANDLORD

   13.1   Provided Landlord uses commercially reasonable efforts to minimize
interference with Tenant's business and advises Tenant an appropriate period in
advance of same, Landlord shall have the right to enter the Premises to inspect
the Premises, show the Premises to prospective purchasers, show the Premises to
prospective tenants (if Tenant has failed to exercise its option to re-lease or
in the last six (6) months of the extension terms, only), make alterations,
improvements or repairs (including construction required by the character of the
work), and environmental inspections. No advance notice shall be required for
Landlord to supply janitorial services or to post legal notices.

   13.2   Notwithstanding the provisions of Article 13.1, Landlord shall be
entitled to enter the Premises without advising Tenant in advance or making the
required effort to minimize interference with Tenant's business when Tenant is
in default of this Lease, or in an "Emergency" (which shall be any circumstance
which may threaten or endanger the building, or health or property of Landlord,
other tenants, occupants or the general public, or result in a liability or loss
to Landlord).

   13.3   Landlord shall at all times have a key with which to unlock all of the
doors in and to the Premises, excepting Tenant's vaults and safes. If Tenant
changes locks on any doors without Landlord's prior written consent, Landlord
shall have the right to enter the Premises, change, remove and/or replace such
locks, repair any damage and restore the Premises, and charge Tenant as
Additional Rent all expenses incurred in accomplishing the foregoing.

   13.4   Except as expressly provided elsewhere in this Lease, there shall be
no abatement of rent and no liability of Landlord by reason of any injury to, or
interference with Tenant's business arising from any entry performed by Landlord
in good faith attempt to comply with the terms of this Article. Any such good
faith entry shall not constitute an eviction, or a forcible or unlawful entry or
detainer of the Premises.

ARTICLE 14-ALTERATIONS

   14.1   All alterations, additions, decorations or improvements made by or on
behalf of Tenant in or to the Premises ("Alterations"), shall require Landlord's
prior reunion consent, which consent shall not be unreasonably withheld or
delayed. Tenant may make alterations, decoration or improvements of less than
$5,000 in any one instance without consent but with prior written notice to
Landlord.  Tenant shall give Landlord ten (10) days' prior written notice of
Tenant's desire to make Alterations. Landlord may impose any reasonable
condition upon issuing Landlord's consent (including, without limitation:
requiring Tenant to remove Alterations at the end of the Term and restore the
Premises to the condition prior to Alterations' having been made (reasonable
wear and tear excepted); obtaining the consent of any mortgagee, encumbrance,
lender or ground lessee; providing Landlord with working drawings,
specifications, and estimated costs; providing Landlord with verification of all
required permits or approvals; and, obtaining a lien and completion bond.

   14.2   Tenant shall use contractors reasonably acceptable to Landlord for all
Alterations effecting basic Building mechanical, electrical, plumbing, heating,
ventilation and air-conditioning systems; and, shall otherwise use licensed,
qualified contractors and subcontractors which shall carry course of
construction, products liability, completed operations, worker's compensation
and public liability insurance in amounts satisfactory to Landlord, naming
Landlord as an additional insured. Alterations shall be performed at the times
and in the manner specified by Landlord, and shall not interfere with access or
use of the Common Areas or other premises. Alterations shall be performed in
full compliance with all laws, rules and/or directives of any government or
regulatory agency or authority.

   14.3   All permanent improvements to the Premises, Leasehold Improvements and
Alterations (including, without limitation, floor and wall coverings, blind,
drapes, cabinets, shelving, doors, locks, paneling and the like) which Landlord
has not required Tenant to remove at the end of the Term shall become the
property of Landlord upon the termination of this Lease and shall be
relinquished with the Premises.

   14.4   Landlord may require Tenant to immediately remove any Alterations not
made in accordance with this Articles, and restore the Premises to the condition
immediately prior to the Alterations' having been made (reasonable wear and tear
excepted). If Tenant either fails to immediately remove Alterations not made in
accordance with this Article after Landlord's demand, or fails to remove
Alterations which Landlord required to be removed upon termination as a
condition of issuing Landlord's consent, then Landlord may perform such removal
and restore the Premises, at Tenant's sole cost and expense, to the condition
immediately prior to the Alterations' having been made (reasonable wear and tear
excepted).

   14.5   Except for initial tenant improvements performed by Landlord prior to
The Commencement Date, all Alterations, removal of Alterations and restoration
the Premises which Landlord is reasonably required to perform or supervise are
subject to Landlord's charge, as Additional Rent, for all costs and expenses of
such performance and supervision (including, without limitation, review of plans
or work by Landlord's architect, engineer or other consultant), plus a
supervision fee payable to Landlord in the amount of ten percent(10%) of the
cost of such work.

ARTICLE I5-HAZARDOUS MATERIALS

   15.1   Tenant shall neither create, bring into nor store in the Building,
Common Areas or Premises any "Hazardous Materials" (which shall be defined as
any substance, material, emission discharge or waste defined as "hazardous",
"toxic", or a "pollutant" or "contaminant" under any local, state or federal
government law, statue, code, order or regulation for the protection of health,
safety or the environment), excepting reasonable quantities of cleaning and
business supplies used in connection with the maintenance of the Premises or the
use of common office equipment. Tenant shall comply with all laws, regulations,
recommendations or orders promulgated by any government, quasi-government or
regulatory agency or authority, or the manufacturer of hazardous waste or
materials with regard to maintenance of records, and its handling, storage and
disposal. 'Upon Landlord's request, Tenant shall supply Landlord with a copy of
any record or certificates required to be maintained by Tenant concerning
hazardous materials or waste.

   15.2   Notwithstanding the provisions of Article 15.1, if such Hazardous
Materials were brought onto or generated upon the Land, Building, Common Areas
or Premises by Tenant, and if such materials pose a material risk to the health
of occupants of the Building or Common Areas or such Hazardous Materials are
required to be removed according to law, then Tenant shall be solely responsible
for the removal and abatement of same, at Tenant's sole cost and expense, and
Tenant shall indemnify and hold Landlord harmless from any action which might
occur as a result of the presence of such Hazardous Materials brought into or
incorporated into the Land, Building, Common Areas or Premises by Tenant, its
employees, subcontractors or consultants.

ARTICLE 16-LIENS

          Tenant shall keep the Land, Building and Premises free from any liens
resulting from work performed, materials furnished or obligations incurred by,
or on behalf of Tenant. Tenant shall promptly discharge any such lien by bond or
otherwise. If Tenant fails to promptly discharge any such lien after Landlord's
demand, then Landlord may discharge the lien and charge Tenant as Additional
Rent all costs and expense reasonably incurred by Landlord to do so, including
attorneys' fees and costs.

ARTICLE 17-BROKERS

          Each party warrants to the other that no broker, agent, finder, person
or entity, other than Procuring Broker, was instrumental in negotiating or
consummating this Lease, or might be entitled to a commission or compensation in
connection with the execution of this lease. Each party shall indemnify and hold
the other harmless from any claim, damages, cost and expenses, including
attorneys' fees and costs, resulting from any claim that may be asserted against
the other party by any broker, agent, finder, person or entity other than
Procuring Broker which is not disclosed by such party to the other in writing
prior to entering into this Lease, or who claims a right to compensation through
such party. Landlord shall pay all commission due to the Procuring Broker in
accordance with the agreement between Landlord and Procuring Broker.

ARTICLE 18-INSURANCE

   18.1   Subject to Article 5, Landlord shall, throughout the Term, provide,
maintain and keep in force: with the agreement between Landlord and Procuring
Broker.

          (a)  Comprehensive general liability insurance for personal injury,
               bodily injury (including death), and property damage in such
               amounts as Landlord from time to time determines such insurance
               shall be reasonably comparable to those maintained by other
               landlords on similar buildings in the area: with the agreement
               between Landlord and Procuring Broker.

          (b)  All risk insurance or fire insurance (with standard extended
               coverage and endorsement perils, leakage from fire protection
               devices and water damage) covering the Building and all fixed
               improvements therein, except those fixtures, improvements,
               furnishings, equipment and other property which Tenant is
               required to insure pursuant to Article 18.2, subparagraphs (b),
               (c), (d) and (e);

          (c)  Insurance for loss of rental income or insurable gross profits in
               such amount Landlord prudently elects to maintain;

          (d)  Such other insurance in such amounts as Landlord prudently elects
               to maintain shall be reasonably comparable to those maintained by
               other landlords on similar buildings in the area;

Insurance to be provided and maintained by Landlord herein may contain such
deductibles and exclusions and or such other terms and conditions as Landlord
prudently determines to be commercially reasonable and sufficient.

   18.2   Tenant shall, during the Term, provide, maintain and keep in force:

          (a)  Comprehensive general liability insurance for personal and bodily
               injury, including death and property damage, with respect to
               Tenant's use and occupancy of the Premises, Common Areas and
               Building, and the business carried on by Tenant therein, with
               limits of not less than Two Million Dollars (2,000,000.00) for
               any one accident or occurrence, with Landlord named as an
               additional insured:

          (b)  All risk or fire insurance (with standard extended coverage
               endorsement perils, theft, vandalism explosion, falling plaster,
               steam, gas, electricity, water, rain, elements of nature, water
               damage or dampness, and leakage from any part of the Building or
               Land, including fire protection devices, pipes, appliances and
               other plumbing) covering the full replacement cost of Tenant's
               trade fixtures, furnishings, equipment, inventory, stock-in-
               trade, Alterations and any improvement in and to the Premises
               which are above Building standards, whether such items existed in
               the Premises prior to Tenant's occupancy, or were installed in or
               to exclusively serve the Premises, and whether such items were
               installed by either Tenant or Landlord, and at either Tenant's or
               Landlord's expense;

          (c)  If the Premises is on the street level floor of the Building,
               insurance covering the full replacement value of any plate glass
               windows or doors;

          (d)  Any insurance which may be required pursuant to any local, state
               or federal government law, statue or regulation (including,
               without limitation, workers' compensation insurance).

Notwithstanding the above, Landlord reserves the right to reasonably and
prudently change the insurance requirements set forth herein (including, without
limitation, requiring such additional insurance which Landlord reasonably and
prudently determines to be sufficient).

   18.3   Tenant shall provide Landlord on or before the Commencement Date and
throughout the Term with copies of such certificates or other proof reasonably
necessary for Landlord to verify that the required insurance coverage has been
obtained, is in full force and effect and that the premiums have been paid
thereon. All policies shall contain an undertaking by the insurer to notify
landlord (and any mortgagees or ground lessors designated by Landlord) in
writing not less than thirty (30) days prior to any material change, reduction,
cancellation or other termination of coverage required hereunder. Replacement
certificates or other such proof shall be furnished to Landlord not less than
thirty (30) days prior to the expiration of any such policy or policies.
Landlord's failure to request evidence of coverage shall not constitute a waiver
of any of Landlord's rights hereunder or Tenant's obligation to so insure.

   18.4   Insurance to be provided and maintained by either party pursuant to
Article 18.1, subparagraphs (b), (c) and (d), and Article 18.2, subparagraphs
(b), (c) and (d) shall include a clause or endorsement whereby the insurer
waives its right of subrogation against the other party. Landlord and Tenant
waive any rights of recovery against the other for injury or loss due to hazards
covered y insurance (or required to be covered by insurance pursuant to Articles
18.1., subparagraphs (b), (c), and (d), and 18.2, subparagraphs (b), (c), and
(d) which contain (or are required to contain) such a waiver of subrogation, to
the extent of the injury or loss covered thereby.

ARTICLE 19-lNDEMNlFlCATlON

   19.1   Subject to the waivers of subrogation and liability set for thin
Article 18.4, Tenant shall defend, indemnify and hold Landlord harmless from and
against any and all liability, loss, claims, demand, damages or expenses,
including attorneys' fees, whether for personal injury, theft, property damage
or otherwise, due to or arising from:

          (a)  Any accident, act or omission (caused by Tenant's use of the
               Premises or conduct of business therein) occurring or emanating
               from the Premises, except as may be caused by the negligence or
               willful misconduct, or breach or non-performance described in
               Article 19.2. subparagraph (b) or (c);

          (b)  The negligence or willful misconduct of Tenant, its servants,
               employees, agents, contractors, concessionaires or licensees, or
               those over whom Tenant would normally be expected to exercise
               control, whether in or about the Land, Building, Common Areas,
               Premises, or parking facility; or

          (c)  Tenant's breach or non-performance of any material provision of
               this Lease.

If any action or proceeding is brought against Landlord by reason of any such
claim, Tenant, upon notice from the Landlord, shall defend the same at Tenant's
expense by counsel reasonably satisfactory to Landlord.

   19.2   Subject to the waivers of subrogation and liability set forth in
Article 18.4, Landlord shall defend, indemnify and hold Tenant harmless from and
against any an all liability, loss, claims, demand, damages or expenses,
including attorneys' fees, whether for personal injury, theft, property damage
or otherwise, due to or arising from:

          (a)  Any accident, act or omission in or about the Land, Building, and
               Common Areas, except as may be caused by any accident, act or
               omission, negligence or willful misconduct, or breach or
               non-performance described in Article 19.1, subparagraphs (a)
               through (c);

          (b)  The negligence or willful misconduct of Landlord, its servants,
               employees, agents, contractors, invitees, concessionaires or
               licensees, or those over whom Landlord has control, whether in or
               about the Land, Building, Common Areas, Premises, or parking
               facility; or

          (c)  Landlord's breach or non-performance of any material provision of
               this Lease.

If any action or proceeding is brought against Tenant by reason of any such
claim, then Landlord, upon notice for Tenant, shall defend the same at
Landlord's expense by counsel reasonably satisfactory to Tenant.

ARTICLE 20-LIMITATION OF LIABILITY

          Except as may be expressly provided in Article 21, and notwithstanding
anything to the contrary set forth in Article 19, Tenant assumes the risk of,
and Landlord shall not be liable or in any way responsible to Tenant or Tenant's
servant, employees, agents, contractors, concessionaires or licensees, or those
over whom Tenant would normally be expected to exercise control for any loss,
injury or damage to their respective.

          (a)  Required to be insured by Tenant pursuant to Article 18.2,
               otherwise actually insured by Tenant;

          (b)  Resulting from entrustment of property to Landlord, or Landlord's
               employees, contractors or agents ("Entrustment" to be defined to
               include, without limitation, attended parking, but exclude the
               nominal maintenance of Tenant's fixtures, furnishings and
               property in the Premises in connection with the Permitted Use);

          (c)  Resulting from the intentional or negligent acts or omissions
               (including, without limitation, theft and vandalism) by other
               tenants of the Building (and their employees, invitees,
               contractors or agents), unless caused by Landlord's failure,
               after receipt of written notice, to take reasonable action to
               enforce the Leases or Rules and Regulations with respect to such
               other tenants, or resulting from the intentional or negligent
               acts or omission of other persons or occupants in the building or
               Common Areas other than the parties hereto (and their respective
               employees, invitees, contract on or agents);

          (d)  Resulting from the construction of public work, whether in, on or
               about the Land, Building, Common Areas or Premises;

          (e)  Resulting from the failure of Landlord to perform or observe any
               of the terms, conditions or covenants of this Lease unless such
               failure has persisted for an unreasonable period of time after
               receipt of written notice by Landlord from Tenant specifying such
               failure; or

          (f)  Resulting from any occurrence not otherwise specifically set
               forth above, provided such occurrence is not caused by Landlord's
               negligence, willful misconduct, or breach of this Lease.

ARTICLE 21-DAMAGE OR DESTRUCTION

   21.1   If the interior of the Premises is damaged or destroyed by Tenant,
then Tenant shall, at Tenant's sole cost and expense, promptly repair, replace
and restore the Premises and the permanent improvements therein (including,
without limitation, any Leasehold Improvements and Alterations) to at least the
condition existing prior to the damage (reasonable wear and tear excepted)
during which time this Lease shall remain in full force and effect. If no damage
or destruction as described in Article 21.2 occurs in conjunction with the
damage or destruction to the interior of the Premises, then Tenant's rent shall
not abate as a result of same.

   21.2   If any portion of the Land, Building, Common Areas, or Premises
reasonably necessary for Tenant's access, use or occupancy of the Premises is
damaged or destroyed by any cause, then the rights and obligations of Landlord
and Tenant shall be as follows:

          (a)  If repairs can, in Landlord's reasonable opinion, be completed
               within one hundred twenty (120) days after commencement of such
               repairs, then Landlord shall repair the same (to the condition
               existing prior to the damage) after receipt of insurance
               proceeds, during which time this Lease shall remain in full force
               and effect except that Tenant's Total Monthly Rent shall abate to
               the extent provided in Article 21.4; or

          (b)  If repairs cannot, in Landlord's opinion, be completed within
               said one hundred twenty (120) day period, or if such damage or
               destruction is not insured by Landlord's insurance policies,
               Landlord may either:

                    (i)  Repair the same (to Building standards) after receipt
                    of insurance proceeds, during which time this Lease shall
                    remain in full force and effect, except that Tenant's Total
                    Monthly Rent shall abate to the extent provided in Article
                    21.4; or

                    (ii) Provided Landlord terminates the leases of all
                    similarly situated tenants, Terminate this Lease upon at
                    least thirty (30) days' prior written notice to Tenant, this
                    Lease to remain in full force and effect through the
                    specified termination date, except that Tenant's Total
                    Monthly Rent shall abate to the extent provided in Article
                    21.4.

          (c)  If Landlord has failed, within one hundred twenty (120) days from
               the date of damage or destruction to the Building or common areas
               to make the Premises available for Tenant's use, enjoyment and
               access, Tenant may terminate this Lease with thirty (30) days
               prior written notice, in which event this Lease shall terminate
               on the date set forth in Tenant's notice as if such date were the
               expiration date of the Term.

   21.3   If Landlord or Tenant elects to terminate this Lease pursuant to
Article 21.2(b)(ii) or Article 21.2 (c), respectively, and Tenant has maintained
the insurance required pursuant to Article 18.2 (b), then Tenant shall assign
its right to receive the benefits under such insurance for the repair and
restoration of the above-standard permanent improvements to the Premises. If
Tenant terminates, Tenant shall directly pay Landlord any deductible under such
policy.

   21.4   Any abatement of rent hereunder shall be limited to the extent that
Tenant's use or enjoyment of the Premises or necessary common area is materially
impaired or prevented.

   21.5   Notwithstanding anything to the contrary contained in this Article or
Lease; Landlord shall have no obligation to repair or restore damage or
destruction under Article 21.2 when it occurs during the last six (6) months of
he Term; however, if Landlord so elects and the damage or destruction either
prevents Tenant's reasonable access to the Premises or materially adversely
affects Tenant's use of all or a substantial part of the Premises, then Tenant
shall have the right to terminate this Lease upon thirty (30) days' prior
written notice to Landlord, which notice shall be given within fifteen (l5) days
after receipt of Landlord's election not to repair or restore.

   21.6   Tenant hereby waives the application of California Civil Code sections
1932(2)and 1933(4), which shall have no force or effect in governing the
termination of this Lease.

ARTICLE 22-EMINENT DOMAIN

   22.1   If all or any portion of the Land, Building, Common Areas or Premises
is taken for any public or quasi-public purpose by any lawful power or authority
by exercise of the right of appropriation, condemnation or eminent domain (or
sold in lieu of such taking), then:

          (a)  If such taking or sale substantially interferes with Tenant's use
               and occupancy of the Premises, then Tenant may elect to terminate
               this Lease on the date of surrender or sale to said authority; or

          (b)  If such taking or sale does not substantially interfere with
               Tenant's use and occupancy of the Premises and any restoration of
               the Premises is covered by insurance carried or maintained by
               Landlord, then Landlord shall restore the Premises to the same
               condition prior to such partial taking, otherwise, Landlord may
               elect to terminate this Lease; however, in either case, Tenant's
               Total Monthly Rent shall be abated with respect to that portion
               of the Premises rendered unusable for the conduct of Tenant's
               business therein as a result of the taking or sale, for the
               period of time that such portion is so rendered unusable.

   22.2   Tenant shall not assert any claim for the taking of any interest in
this Lease, the Land, Building, Common Areas or Premises and Landlord shall be
entitled to receive the entire amount of any award without deduction or offset
for any estate or interest of Tenant; however, Tenant shall be entitled to bring
a separate action for relocation expense, and damages to Tenant's personal
property, trade fixtures and goodwill. Tenant hereby waives the application of
California Code of Civil Procedure section 1265.130 to the extent that its
provision are contrary to the provision of this Article.

ARTICLE 23-SUBORDINATION

   23.1   Without the necessity of the execution and delivery of any further
instruments on the part Or Tenant to effectuate such subordination, this lease
shall at all times be subject and subordinate to any liens of any mortgages or
deed of trust, or ground or underlying leases which not exist or may hereafter
be executed or placed effecting the Land and/or Building, or upon landlord's
interest or estate therein. If any ground lease or underlying lease is
terminated for any reason, any mortgage deed of trust or lien is foreclosed, or
the Land or Building is conveyed in lieu of foreclosure, then Tenant shall
attorn to and become the tenant of Landlord's successor in interest and Tenant's
right to possession of the Premises shall; not be disturbed, provided Tenant is
not in default and continues to perform; and observe all of the terms,
conditions and covenants of this Lease.

   23.2   Notwithstanding the foregoing, Tenant shall execute and deliver such
reasonable instrument which may be required by any such ground lessor, lender,
mortgagee, lien holder or encumbrancer evidencing such subordination, and the
failure or refusal to do so within ten (10) business days after receipt of
Landlord's written request shall constitute a default of this Lease.

   23.3   Landlord shall use its best efforts to obtain a non-disturbance
agreement from Landlord's lender in a form acceptable to Landlord's lender.

ARTICLE 24-OFFSET STATEMENT

          Upon Landlord's request, Tenant shall execute, acknowledge and deliver
to Landlord a statement in writing setting forth Tenant's certification of the
following: that this Lease is unmodified (or, if modified, the nature of such
modification) and is in full force and effect; the extent to which rental or
other charges have been prepaid; and that Landlord, to Tenant's knowledge, has
not failed to cure any default of Landlord of this Lease (or specifying such
uncured defaults, if any are claimed). Tenant's failure or refusal to execute
and deliver such a statement within ten (10) business days after receipt of
Landlord's written request shall be conclusive upon Tenant that: this Lease is
in full force and effect, without modification (except as may be represented by
Landlord); except as provided in this Lease, not more than one month of rent has
been paid in advance, and not more than one month of security deposit is being
held by Landlord: and, there are no uncured defaults of Landlord. Tenant
acknowledges that such statement may be relied upon by a prospective purchaser
or encumbrancer of all or any portion of the Land, Building or Premises.

ARTICLE 25-ASSIGNMENT AND SUBLETTING

   25.1   Unless Tenant has obtained the prior written consent of Landlord
(which shall not be unreasonably withheld, subject to the provisions of Article
25.3), Tenant shall not pledge, sell, transfer, hypothecate, encumber or assign
this Lease or Tenant's interest therein, sublet all or any part of the Premises,
or permit occupancy or the conduct of business in any or all of the Premises by
anyone other than Tenant. Any assignment, sublease, sale, mortgage, pledge,
encumbrance or transfer by Tenant or such other party made in contravention of
this Article shall be void and of no force or effect.

             25.2   If Tenant proposes to assign this Lease or to sublet all or
any portion of the Premises, then Tenant shall give Landlord written notice of
Tenant's intent to so assign or sublet at least fifteen (15) days prior to the
proposed effective date of the assignment or sublease. The notice shall include,
with respect to each proposed assignee or subtenant; name and address; terms and
conditions of the proposed assignment or sublease; a detailed statement of facts
about the nature of the proposed use of the Premises and the proposed assignee's
or subtenant's business experience; a balance sheet showing financial condition
as of a date within ninety (90) days prior to the date of the notice; for any
proposed sublease or assignment of an area greater than four thousand rentable
square feet, statements of income, profit and loss for the last two (2) complete
fiscal years; bank and credit references; and, such other and further
information as Landlord may reasonably require.

   25.3   (A)  Landlord shall, within such fifteen (15) days following receipt
of Tenant's notice pursuant to Article 25.1, notify Tenant that Landlord either
grants or denies its consent for Tenant to proceed to assign or sublet on the
terms and conditions contained in Tenant's notice. Landlord's failure to timely
deny consent shall be deemed approval to assign or sublet on the terms and
conditions contained in Tenant's notice, but only to the extent that the
represented terms and conditions do not conflict with the terms and conditions
of this Lease. Landlord may deny consent to assign or sublet upon any
commercially reasonable ground (which Landlord shall specify in notifying Tenant
of such denial of consent), including, but not limited to, the following:

          (a)  The financial condition of the proposed assignee or subtenant, in
               Landlord's reasonable opinion, is insufficient to enable it to
               meet its proposed financial obligations;

          (b)  If Tenant is to relocate, the financial condition of Tenant after
               the proposed assignment or sublease and relocation would be
               insufficient to enable it to meet its financial obligations under
               this Lease:

          (c)  The proposed use, or reputation or character of the proposed
               assignee or subtenant is not in keeping with the nature of the
               Building or may adversely affect the operation or reputation of
               the Building;

          (d)  The proposed use of the Premises is not for general of office
               uses compatible, in Landlord's reasonable opinion, to the other
               tenants' uses (regardless of the Permitted Use); or

          (e)  The proposed use of the Premises conflicts with any other
               existing agreements between Landlord and other tenants concerning
               the Land, Building, Common Areas or Premises.

If Landlord denies consent to sublet, Tenant waives the right to terminate this
Lease pursuant to California Civil Code section 1995.310 (b). Such consent shall
not be unreasonable withheld or delayed.

          (B)  In the event Tenant informs Landlord of its desire to sublease
               the Premises, Landlord shall have fifteen (15) days to recapture
               the Premises and terminate the Lease.

   25.4   One half (1/2) of any consideration, including rents, received by or
on behalf of Tenant from such assignment or sublease in excess of total Monthly
Rent shall be payable to Landlord upon receipt by Tenant as Additional Rent.
Notwithstanding the foregoing, Tenant shall be entitled to recapture from any
such excess consideration Tenant's costs and expenses for brokerage commissions,
permanent improvements, excused rent, attorneys' fees, lease takeovers, and
other common commercial lease concessions, advertising to sublet or assign and
shared services (including, without limitation, expenses of shared receptionist,
library, telephone system, photocopier, or other similar office expense); but,
expressly excluding from recapture any "down time" for non-use of any portion of
the Premises prior to such assignment or sublease.

   25.5   Any allowances, rights to acquire additional Premises, rights to
extend or renew, options or any other similar concessions or consideration set
forth in this Lease and any addenda or amendments thereto are expressly
understood to be solely for the benefit of the original Tenant and shall be
null, void and of no force or effect, at Landlord's option, as of the effective
date of any assignment or subletting; however, this shall not be deemed to
retroactively nullify or void any allowances, concessions, rights or options
actually disbursed, made or exercised prior to such effective date.

   25.6   Any advertisement, publicity or other public solicitation of any
assignment or subletting of the Premises shall require Landlord's prior written
consent, which shall not be unreasonably withheld or delayed.

   25.7   Any permitted assignment or subletting of the Premises shall not act
to release Tenant or any subsequent assignor or sub lessor from any liability
under this Lease, and Tenant shall cause any assignee to execute an agreement
with Landlord upon a form furnished by Landlord binding the assignees or
sublease to all the terms of this Lease without relieving Tenant of any
liability hereunder. As security for Tenant's obligations under this Lease,
Tenant assigns to Landlord the right to collect all rent resulting from any
assignment or sublease of the Premises in the event of Tenant's default; and
Landlord (as assignee and attorney-in-fact for Tenant, or as a receiver for
Tenant appointed on Landlord's application, may upon written notice to Tenant
and subtenant or assignee, thereafter collect and apply such rent toward the
satisfaction of Tenant's obligations under this Lease. Tenant shall pay a
reasonable processing fee to Landlord for each assignment or sublease to
Landlord, not to exceed Five Hundred Dollars ($500.00).

   25.8   Unless Tenant is a corporation or a wholly owned subsidiary of a
corporation whose stock is traded through a recognized United States exchange,
any of the following shall be deemed to be a voluntary assignment requiring
Landlord's consent: a change in business status or organization, dissolution,
merger, consolidation or other reorganization of Tenant (either voluntarily or
pursuant to any provision of the Bankruptcy Act); the sale or other transfer of
a controlling share of the voting capital stock of Tenant; or, the sale of
fifty-one percent (51%) or more of the interests of Tenant. However, if Tenant
is a corporation or a wholly owned subsidiary of a corporation whose stock is
traded through a recognized United States exchange, then, provided Tenant is not
in default hereunder, Tenant may assign this Lease or sublet the Premises to a
corporation into or with which Tenant is merged or consolidated, or to which all
or substantially all of Tenant's assets are transferred, or to any corporation
or other entity which controls or is controlled by the Tenant or is under common
control or affiliated with the Tenant. Tenant shall notify Landlord of any such
assignment or sublease in accordance with Article 33 of this Lease and
concurrently provide Landlord with the same financial information as required in
Article 25.2 with respect to any proposed assignee or sublease.

ARTICLE 26- BANKRUPTCY AND INVOLUNTARY ASSIGNMENT

   26.1   Any of the following acts or occurrences with respect to either Tenant
or any guarantor of this Lease shall constitute an involuntary assignment;
filing a petition under Chapter 7, 10, 11 or any other provision of the
Bankruptcy Act now or hereafter in effect; making an assignment for the benefit
or creditors; being adjudicated bankrupt in involuntary bankruptcy proceedings,
unless the judgment is vacated within sixty (60) days from entry; becoming
insolvent (reflected by either a written admission of inability to meet current
obligations, actual inability to meet current obligations, or liabilities
exceeding assets); appointment of a receiver or trustee for any property
(including, without limitation, this Lease) unless the attachment or execution
is removed within sixty (60) days after levy; or transfer or assignment of this
Lease by operation of law (including, without limitation, transfer by will or
intestacy).

   26.2   An involuntary assignment shall constitute a default by Tenant and
Landlord shall have the right to terminate this Lease. This Lease shall not be
treated as an asset of Tenant and neither Tenant nor any person claiming through
or under Tenant (or by virtue of any statue or order of any court) shall be
entitled to possession of the Premises, which shall be forthwith surrendered to
Landlord. Landlord shall be entitled to recover damages at least in the amounts
set forth in Article 30 of this Lease; however, nothing herein shall limit or
prejudice the right of Landlord to seek any other damages allowed by any
applicable statue or rule of law.

ARTICLE 27-FINANCIAL STATEMENTS

          If Tenant is not in default of this Lease, and Landlord is proposing
to convey, finance or refinance Landlord's interest in the land, Building or
Common Areas, then Landlord shall have the right to require Tenant to furnish
Landlord, at Landlord's sole cost and expense, with financial statements
prepared by a Certified Public Accountant according to generally recognized
accounting principles showing Tenant's financial condition as of a date not more
than ninety (90) days prior to submission to Landlord.

ARTICLE 28-HOLDING OVER

   28.1   Tenant shall not hold over after the expiration of the Term or earlier
termination of this Lease without the prior written consent of Landlord (which
shall not be subject to Article 34.1). Tenant agrees that Tenant's failure to
surrender possession of the Premises at the end of the Term can and will cause
actual damage to Landlord which is impracticable or extremely difficult to
ascertain (including, without limitation, lost opportunities to lease the
Premises, increase in the cost of improvements, lost rent and liability for
Landlord's inability to deliver timely possession of the Premises to another
tenant). Therefore, if Tenant holds over after the Term without the prior
written consent of Landlord, then Tenant shall become a Tenant at sufferance
only and shall continue to perform each and every term, condition and covenant
of this Lease during any such period of holding over; except that, in lieu of
damages to which Landlord may be entitled hereunder, Landlord may elect to have
Tenant pay Landlord liquidated damages in an amount equal to one hundred fifty
percent (l50%) of the Total Monthly Rent payable by Tenant to Landlord in the
last complete month of the Term, for each month or portion thereof which Tenant
so holds over.

   28.2   If Landlord consents to Tenant's holding over after the expiration of
the Term or earlier termination of this Lease, then the tenancy shall continue
from month-to-month upon the same terms, conditions and covenants contained in
this Lease, except that for each month or portion thereof that Tenant so hold
over, Tenant shall pay to Landlord rent equal to one hundred fifty percent
(150%) of the Total Monthly Rent payable by Tenant in the last complete month of
the Term.

   28.3   The foregoing provisions of this Article are in addition to any other
rights of Landlord hereunder, or as otherwise provided by law, including,
without limitation, the right to bring an action for unlawful detainer.
Landlord's acceptance of rent after expiration or earlier termination of this
Lease, or during any such period of holding over shall not be construed as a
renewal or extension of this Lease. Notwithstanding anything to the contrary
contained in this Lease, Tenant shall not be entitled to any parking discounts
or specified modes of parking during any such period of holding over.

ARTICLE 29-DEFAULTS

   29.1   The occurrence of any one or more of the following events shall
constitute a default of this Lease by Tenant:

          (a)  Tenant's failure to pay any Basic Monthly Rent, Tax Rent,
               Operating Expense Rent, Capital Expense Rent, Additional Rent or
               any other payment due Landlord under this Lease;

          (b)  Any default set forth in Article 26 of this Lease; or

          (c)  Tenant's failure to observe to perform any express or implied
               covenant or provisions of this Lease, other than those specified
               in subparagraphs (a) and (b), above, within ten ( 10) days after
               receipt of notice from Landlord; however, if more than ten (10)
               days are reasonably required to so observe or perform, then
               Tenant shall not be in default so long as Tenant commences
               observance or performance within said ten (10) day period and
               diligently prosecutes same to completion.

   29.2   Any notice of default Landlord is required to give Tenant hereunder
and any notice Landlord may be required to give pursuant to California Code of
Civil Porcedure Section 1161 etseq. (or any similar law now or hereafter in
effect) may be satisfied by a single notice inclusive of the requirements of
both this Article and statutory law. Tenant shall have five (5) days from
notification by Landlord to cure any such default.

ARTICLE 30- REMEDIES

   30.1   If Tenant is in default of this Lease, then Landlord may avail itself
of any remedies under law. Landlord may elect (without obligation under Article
35.1) to avail itself of the remedy described in California Civil Code Section
1951.4, in which case this Lease shall continue in full force and effect after
Tenant's breach and abandonment, and notwithstanding anything to the contrary
contained in Article 25, Tenant shall thereafter have the right to sublet or
assign this Lease subject only to reasonable limitations. If Landlord does not
elect to avail itself of the remedy described in California Civil Code Section
1951.4 and Tenant either breaches this Lease and abandons the Premises before
the end of the Term, or Tenant's right to possession is terminated by the
Landlord because of a breach of this Lease, then this Lease shall terminate, and
Landlord shall recover from Tenant the following:

          (a)  The worth at the time of award of the unpaid rent which had been
               earned at time of termination:

          (b)  The worth at the time of award of the amount by which the unpaid
               rent which would have been earned after termination until the
               time of award exceeds the amount of such rental loss that Tenant
               proves could have been reasonably avoided;

          (c)  The worth at the time of award of the amount by which the unpaid
               rent for the balance of the Term after the time of award exceeds
               the amount of such rental loss that Tenant proves could be
               reasonably avoided: and

          (d)  Any other amount necessary to compensate Landlord for all the
               detriment proximately caused by Tenant's failure to perform
               Tenant's obligations under this Lease, or which in the ordinary
               course of things would be likely to result therefrom (including,
               without limitation, any costs of obtaining mitigating rental
               income, such as excused rent, brokerage commissions, Tenant
               Improvements, parking concessions, lease takeovers, cash
               payments, advertising, moving costs or any other cost or Tenant
               concession related to the re-leasing of the Premises upon the
               default of Tenant).

The "worth at the time of award" of the amounts referred to in subparagraphs (a)
and (b) above shall be computed by allowing interest at the rate specified in
Article 34.11 of this Lease; and the "worth at the time of award" of the amounts
referred to in subparagraph (c) above shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award, plus one percent (1%).

   30.2   Tenant waives any equity of redemption and any right to relief form
forfeiture as provided by California Code of Civil Procedures Section 1179 (or
any other similar applicable statute, regulation or law nor or hereafter in
effect).

ARTICLE 31- ATTORNEYS' FEES

   31.1   If either Landlord or Tenant brings suit to interpret or enforce any
provision of this Lease or any rights of either party hereto, then the
prevailing party shall recover from the other party all costs and expenses,
including reasonable attorneys' fees. Notwithstanding the provisions of
California Civil Code Section 1717, the term "prevailing party" as used herein
shall include, without limitation, both a party as to whom a lawsuit is
dismissed (with or without prejudice) without the written consent of that party
and, if the lawsuit is one for declaratory relief, that party whose contentions
are substantially upheld as to the interpretations of this Lease. Any attorneys'
fees payable pursuant to this Article may be claimed either as court costs or in
a separate suit.

   31.2   If Landlord is named as a defendant in any suit brought against Tenant
as a result of the tenancy created hereunder and not due to any alleged fault or
breach of this Lease on the Part of Landlord, then Tenant shall pay to Landlord
all costs and expenses incurred by Landlord in such suit, including attorneys'
fees.

ARTICLE 32- ARBITRATION

          Any controversy or claim arising out of or relating to this Lease, or
the breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof. The costs and fees of the arbitrator shall be
shared equally between the parties. Any award may also include an allocation of
reasonable attorneys' fees to the prevailing party. The agreement to arbitrate
will be specifically enforceable under the prevailing law of any court having
jurisdiction. by Landlord in such suit, including attorneys' fees.

ARTICLE 33- NOTICES

   33.1   Notice shall be given to Tenant by sending the originals to: Chief
Financial Officer of New Horizons Computer Learning Centers, Inc. at 1231 East
Dyer Road, Suite 140, Santa Ana, CA 92705 and to the General Counsel at 500
Campus Drive, Morganville, NJ 07751. Notice shall be given to Landlord at 100
Corporate Pointe, Suite 160, Culver City, California 90230. Either party may, by
written notice to the by Landlord in such suit, including attorneys' fees.

   33.2   In order to prevent disputes concerning the giving of notice, if any
provision of this Lease (or addenda or amendments thereto) requires "notice" to
be given by either party to "notify" the other, or otherwise refers to
"notification", then such notice shall be made in writing and be given by either
personal delivery, certified mail or a nationally-recognized overnight courier
service, in each case delivery to be evidenced by a signed receipt therefor.
Notice may also be given by facsimile transmission, provided the party to whom
the transmission is addressed acknowledges actual, legible receipt by existing a
copy of the transmission (or a receipt for same) and returning a copy of same to
the sender, by facsimile transmission or otherwise. Notices shall be deemed
effective at the time of delivery, as confirmed by said signed receipts. If
either party fails or refuses to accept delivery by certified mail or overnight
courier service, or refuses to execute a receipt evidencing delivery, then
notice may be given by first-class mail and shall be deemed effective two (2)
business days after mailing.


   33.3   The term "notice " shall not include any bills, invoices, rent
statements or statement of any other charges or sums due from Tenant to
Landlord, or any notice required or permitted to be given pursuant to any law or
statute.

ARTICLE 34- GENERAL PROVISIONS

   34.1   Discretion Consent. Except as may be otherwise specifically provided
in this Lease, to the contrary, wheresoever and whenever Landlord or Tenant's
discretion or consent is required under this Lease, Landlord and Tenant agree
that such discretion will be exercised in a commercially reasonable manner and
that such consent will not be unreasonably withheld or delayed.

   34.2   Rules and Relations. Tenant shall faithfully observe and comply with
the Rules and Regulations attached hereto as Exhibit "C", and all reasonable and
nondiscriminatory modifications or additions thereto made by Landlord from time
to time, except as modified by this Lease and Addendum hereto.

   34.3   Conflict of Laws. This Lease shall be governed by and construed under
the laws of the State of California.

   34.4   Venue. Any lawsuit brought by Tenant against Landlord shall be filed
in a court of competent jurisdiction in the County of Los Angeles.

   34.5   Identification of Tenant. The term "Tenant" as used in this Lease
shall mean and include each person or entity that executes this Lease as Tenant,
who shall be jointly and severally liable for the keeping, observing and
performing of all of the terms, covenants, conditions, provisions and agreements
of this Lease to be kept, observed and performed by Tenant. Notice from or to
any single person or entity executing this Lease as Tenant shall be deemed to be
effective notice from or to each and every person or entity executing this Lease
as Tenant, with the same force or effect as if each such person or entity had so
given or received such notice. Any act or signature by any single person or
entity executing this Lease as Tenant concerning this tenancy or Lease
(including without limitation, any renewal, extension, expiration, termination
or modification of this Lease) shall be binding upon each person or entity
executing this Lease as Tenant with the same force and effect as if each person
or entity had so acted or signed. Any refund to any single person or entity
executing this Lease as Tenant shall be deemed to be a refund to each person or
entity executing this Lease as Tenant, as if each such refund had been
collectively made to all such persons or entities.

   34.6   Successors and Assigns. Except as otherwise provided in this Lease,
each covenant, condition and provision of this Lease shall be binding upon and
shall insure to the benefit of the parties hereto, their respective heirs,
personal representatives, successors and permissible assigns.

   34.7   Relinquishment of Possession. The voluntary or involuntary
relinquishment of possession of the Premises by Tenant to Landlord, or a mutual
cancellation of this Lease by both Tenant and Landlord, shall at the option of
Landlord operate as a assignment to Landlord of any or all subleases or
subtenancies and no marker shall be affected.

   34.8   Performance by Tenant. If Tenant fails to perform any act to be
performed by Tenant hereunder other than payment of money to Landlord and such
failure continues for ten(10)days after Tenant's receipt of notice thereof from
Landlord, Landlord may, without waiving or releasing Tenant from any obligation,
perform any such at and all costs incurred by Landlord, together with interest
thereon at the rate specified in Article 35.11 of this Lease from the date of
such payment.

34.9 Definition of Landlord. The term "Landlord" as used in this Lease shall be
limited to mean and include only the owner at the time in question of the fee or
leasehold interest under a ground lease of the Land. If Landlord transfers
assigns or otherwise conveys any such title or leasehold, Landlord shall be
automatically freed and relieved of all liability with respect to the
performance of any covenants or obligations in this Lease to be performed from
and after the date of such transfer, assignment or conveyance, except as may be
provided in Article 7.3

   34.10  Waiver. The waiver by Landlord of any breach of any term, covenant or
condition of this Lease shall neither be deemed a waiver of any concurrent or
subsequent breach of the same or any other term, covenant or condition of this
lease, nor shall any custom or practice which may develop between the parties in
the administration of the term hereof be deemed a waiver of, or in any way
affect the right of Landlord to require strict performance by Tenant.  The
acceptance of rent or any sum hereunder by Landlord shall not be deemed to be a
waiver of any breach by Tenant of any term, covenant or condition of this lease
other than the failure of Tenant to pay such rent or sum, regardless of
Landlord's knowledge of such breach at the time of acceptance.

   34.11  Interest.  Whatsoever required in this Lease, and in lieu of the legal
rate to be used in the computation of any interest owed Landlord in any judgment
or award of the court, interest shall be charged at a rate equal to the higher
of:

          (a)  Ten percent (10%) per annum; or

          (b)  Five percent (5%) per annum, plus the rate established by the
               Federal Reserve Bank of San Francisco on advances to member banks
               under Sections 13 and 13(a) of the Federal Reserve Act (as now in
               effect, or hereafter from time to time amended or, if there is no
               such single terminable rate of advances, the closest counterpart
               of such rate as shall be designated by the Superintendent of
               Banks of the Sate of California, unless some other person or
               agency is delegated such authority by the legislature) which is
               prevailing on the twenty-fifth (25th) day of the month preceding
               the "Accrual Date".

The "Accrual Date" shall be defined as follows: for purposes of Article 29, as
the initial date of default; for purposes of Article 6, the date of final
payment by Landlord for the Capital Expense; and for all other purposes, the
date of execution of this Lease. Tenant hereby agrees that the use of such
interest rate herein shall not be deemed to be interest upon a loan or
forbearance of money, for goods or things in action for use primarily for
personal, family or household purposes within the meaning of the California
Constitution, Article 15, Section 1.

   34.12  Terms, Headings, and Print. The words "Landlord" and "Tenant" as used
herein shall include the plural as well as the singular. Words used in any
gender include other genders. The article headings are not a part of this Lease,
and such headings and any use of boldface, italics or underlining are for
convenience only and shall have no effect upon the construction or
interpretation of this Lease.

   34.13  Time.  Time is of the essence with respect to the performance of every
provision of this Lease in which time of performance is a factor.

   34.14  Entire Agreement. This Lease contains the entire agreement of the
parties hereto with respect to any matter covered or mentioned in this lease and
no prior agreement or understanding oral or written, expressed or implied,
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing
executed by both Landlord and Tenant or their respective successors in interest.
The parties acknowledge that all prior agreements, representations and
negotiations concerning the subject matter of this Lease, or collateral thereto,
are deemed superseded by the execution of this Lease to the extent they are not
incorporated herein and that this agreement shall be deemed to be integrated.

   34.15  Severability. Any provision of this Lease which proves to be invalid,
void, or illegal shall in no way affect, impair or invalidate any other
provisions hereof, and such other provisions shall remain in full force and
effect.

   34.16  Recording.  Tenant shall not record this Lease or a short form
memorandum thereof without the written consent of Landlord. Any recording
without Landlord's written consent shall be a material breach of this Lease.

   34.17  Plats, Riders, and Clauses.  Any addenda, clauses, plats, riders and
provisions executed by both Landlord and Tenant which are inserted in, endorsed
on or affixed to this Lease are a part hereof. If there is any variations or
discrepancy between duplicate original documents held by Landlord and Tenant,
then the duplicate original held by Landlord shall be deemed controlling.

   34.18  Building Name.  Tenant shall not use the name of the Building for any
purpose other than the address of the business to be conducted by Tenant in the
Premises. Landlord shall have the right, without liability to Tenant, for any
damage or injury, whatsoever, to change the name or street address of the
Building.

   34.19  Quiet Possession.  Except as otherwise provided in this Lease, Tenant,
upon paying the rents reserved hereunder and observing and performing all of the
covenants, conditions and provisions on Tenant's part to be observed and
performed hereunder, shall have quiet possession of the Premises for the entire
Term.

   34.20  Cumulative Remedies.  No remedy or election hereunder shall be deemed
exclusive and, wherever possible, each remedy shall be cumulative with all other
remedies.

   34.21  Examination and Delivery of Lease. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of, or
option to Lease and is not effective as a Lease or otherwise, or a binding legal
instrument until execution and delivery by all parties. Prior to such execution
and delivery, this Lease shall neither be legally binding nor effective.

   34.22  Confidentiality.  Tenant agrees to keep the terms of this Lease
confidential and shall not disclose same to any other person not a party hereto
without the prior written consent of Landlord; however, Tenant may disclose the
terms hereof to Tenant's real estate broker, accountants, attorneys, managing
employees, and other in privity with Tenant to the extent reasonably necessary
for Tenant's business purposes. Tenant agrees that a breach of this Article will
cause irreparable injury to Landlord and Landlord shall be entitled, together
with all other remedies in law or equity available to Landlord, to injunctive
relief to restrain such breach.

   34.23  Agreed Figures. All figures set forth in this Leases represent
negotiated sums and percentages and are conclusive as between Landlord and
Tenant.

ARTICLE 35- ADDENDUM

          Addendum No. 1 attached hereto is hereby incorporated in and forms a
part of this Lease


WHEREUPON, THE PARTIES HERE TO HAVE EXECUTED THIS LEASE ON THE DATE INDICATED.

                                             TENANT:
                                             New Horizons Computer
                                             Learning Centers, Inc.

Date: 3/15/96                                By:  /s/ Charles Kinch
     ----------                                 ---------------------
                                             Name:     Charles Kinch
                                                  --------------------
                                             Title:        President
                                                   -------------------

                                             ATTESTED:
Date: 3/15/96                                By:  /s/ Gary T. Gann
     ----------                                 -----------------------
                                             Name:      Gary T. Gann
                                                  ---------------------
                                             Title:        Secretary
                                                   --------------------


                                             LANDLORD:
                                             Mani Brothers, LLC

Date:                                        By:
     ---------                                  ----------------------
                                             Name:
                                                   -------------------
                                             Title:
                                                   -------------------




                                        
                                   EXHIBIT "A"
                                        
                             PREMISES LOCATION PLAN
                     ---------------------------------------
                                        
                                        
                                        
                                   EXHIBIT "B"

                                LEGAL DESCRIPTION
                    ----------------------------------------

The real Properly commonly known as 100 Corporate Pointe, Culver City,
California, and more particularly described as:

That certain real property located in the County of Los Angeles, State of
California, described as follows:

                    Lots 20 and 23 of Tract 33152 in the City of
                    Culver City, County of Los Angeles, State of
                    California, as per map recorded in Book 1020,
                    Pages 31 to 35 inclusive of Maps, in the office
                    of the County Recorder of said County.





                                   EXHIBIT "C"
                                        
                              RULES AND REGULATIONS
         --------------------------------------------------------------


          Except as specifically provide to the contrary in the Lease to which
these Rules and Regulations are attached, the following Rules and Regulations
shall be applicable for purposes of this Lease.

    1.    No sign, placard, picture, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside of the Building
without the prior consent of the Landlord. Landlord shall have the right to
remove, at Tenant's expense and without Notice any sign placard, picture,
advertisement, name or notice installed or displayed in violation of this rule.
All approved signs or lettering on doors and walls shall be printed, painted,
affixed or inscribed at the expense of Tenant using materials and in a style and
format approved by Landlord.

    2.    Tenant must use Landlord's Building Standard window coverings in all
exterior and atrium window offices. If Landlord objects in writing to any
curtains, blinds, shades, screens or hanging plants or other objects attached or
used in connection with any balcony, window or door of the Premise, or placed on
any windowsill, which is visible from the exterior of the Premises, Tenant shall
immediately discontinue such use. Tenant shall not place anything against or
near glass partitions or doors or windows which may appear unsightly from
outside the Premises. Landlord shall have a right of prior written approval with
respect to any matter placed by Tenant on or near Tenant's windows or balcony.

    3.    Subject to the provisions of Rule 8. below, Tenant shall not obstruct
any sidewalks, halls, passages, exits, entrances, elevators, escalators or
stairways of the Building. The halls, passages, exits, entrances, walls,
elevators, escalators and stairways are not open to the general public; but are
open, subject to reasonable regulations, to Tenants' business invitees. Landlord
shall in all cases retain the right to control and prevent access thereto of all
persons whose presence, in the judgment of Landlord, would be prejudicial to the
safety, character, reputation and interest of the Building and its tenants.
Neither Tenant nor its contractors, employees or invitees shall go upon the
roof(s) of the Building.

    4.    The directory of the Building will be provided exclusively for the
display of the names and location of tenants only and Tenant shall be entitled
to display one name per thousand rentable square feet in the Premises on the
directory. Tenant's initial listing shall be at Tenant's cost and expense, and
any revision thereto shall be made at Tenant's cost and expense.

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

    6.    Landlord will furnish Tenant, free of charge, with up to one key for
each parking space leased by Tenant. Thereafter, Landlord will make a reasonable
charge of any additional or replacement keys. Tenant shall not make or have made
additional keys other than those provided by Landlord, and Tenant shall not
alter any lock or install a new or additional lock or bolt on any door of its
Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord
the keys to all door locks which have been furnished to Tenant, and in the event
of loss of any keys so furnished, shall pay Landlord therefor.

    7.    Electric wires, telephones, telegraphs, burglar alarms or other
electric apparatus, other than those installed by Landlord at the time Tenant
occupies the Premises, shall not be installed in the Premises except with the
approval and under the direction of Landlord, and no such installation shall be
made without first obtaining written permission from Landlord to do such work.
The location of telephones, call boxes and any other equipment affixed to the
Premises shall be subject to the approval of Landlord. Any installation of
telephones, telegraphs, electric wires or other electric apparatus made without
permission shall be removed by Tenant at Tenant's own expense. Landlord
understands the nature of Tenant's business necessitates the use of movable
cables and wires for computers and consents to their installation and
re-installation thereof.

    8.    Freight elevator(s) shall be available for use by all tenants in the
Building, subject to such reasonable scheduling as Landlord, in its discretion,
deems appropriate. No equipment, materials, furniture, packages, supplies,
merchandise or other property will be received in the Building or carried in the
elevators except between such hours and in such elevators as may be designated
by Landlord. Tenant's initial move-in and subsequent deliveries of bulky items
(e.g., furniture, safes and similar items) shall, unless otherwise agreed in
writing by Landlord, be made during non-Business Hours. Deliveries during
Business Hours shall be limited to normal office supplies, reasonable quantities
of food and beverage supplies and other small items. No deliveries shall be made
which impede or interfere with other tenants or the operation of the Building.

    9.    Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by law.  Landlord shall have the right to prescribe the weight,
size and position of all equipment, materials, furniture or other property
brought into the Building.  Heavy objects shall, if considered necessary by
Landlord, stand on such platforms as determined by Landlord to be necessary to
properly distribute the weight, which platforms shall be provided at Tenant's
expense.  Business machines and mechanical equipment belonging to Tenants which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space therein to such a degree as to be objectionable to
Landlord or to any tenants in the Building, shall be placed and maintained by
Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to eliminate noise or vibration. The persons employed to move such
equipment in or out of the Building must be acceptable to Landlord.

   10.    Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used in a manner which is
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors or vibrations.

   11.    Tenant shall not use any method of heating or air conditioning other
than that supplied by Landlord.

   12.    Tenant shall not waste electricity, water or air conditioning and
agrees to cooperate fully with Landlord to assure the most effective operation
of the Building's heating and air conditioning and compliance with any
governmental energy saving rules, laws or regulations relating thereto. Tenant
shall not adjust thermostats. Tenant shall keep corridor doors closed. Tenant
shall close window coverings, shut off all water faucets (or other water
apparatus), and electricity, and turn off appliances and exhaust fans at the end
of each business day.

   13.    During non-Business Hours Landlord reserves the right to exclude from
the Building any person, unless that person is known to the person or employee
in charge of the Building and has a pass or is properly identified.

   14.    The toilets, urinals, wash basins and other restroom or janitorial
closet apparatus shall not be used for any purpose other that for which they
were constructed, and no foreign substance of any kind whatsoever shall be
thrown therein. Tenant shall bear any expense of breakage, stoppage or damage
resulting from the violation of this rule by Tenant 's employees or invitees.

   15.    Tenant shall not install any radio or television antenna, loudspeaker
or other devices on the roof or exterior walls of the Building. Tenant shall not
interfere with radio or television broadcasting or reception from or in the
Building or elsewhere.

   16.    Tenant shall not unreasonably mark, drive nails, screw or drill into
the partitions, workwood or plaster or in any way deface the Premises or any
part thereof, except in accordance with the provisions of the Lease pertaining
to alterations. Landlord reserves the right to direct electricians as to where
and how telephone and telegraph wires are to be introduced to the Premises.
Except as otherwise provided herein, Tenant shall not cut or bore holes for
wires.  Tenant shall not affix any floor covering in any manner, except as
approved by Landlord.

   17.    Tenant shall not install, maintain or operate in the Premises any
vending machine without the written consent of Landlord.

   18.    Canvassing, soliciting and distribution of handbills or any other
written material and peddling in the Building or Common Areas are prohibited,
and Tenant shall cooperate to prevent such activities.

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

   20.    Tenant shall store all its trash and garbage within its Premises or in
other facilities provided by Landlord. Tenant shall not place in any trash box
or receptacle any hazardous or medical wastes, or any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with direction
issued from time to time by Landlord.

   21.    Tenant shall not use in any space or in the public halls of the
Building any hand trucks, except those equipped with rubber tires and side
guards or such other material-handling equipment as Landlord may approve. Tenant
shall not bring any other vehicles of any kind into the Building.

   22.    Without the written consent of Landlord, Tenant shall not use the name
of the Building in connection with or in promoting or advertising the business
of Tenant except as Tenant's address.

   23.    Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency,
and shall participate in drills for same.

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

   25.    Tenant shall not park its vehicles in any parking areas designated by
Landlord as areas for parking by visitors to the Building. Tenant shall not
leave vehicles in the Building parking areas overnight (except in reserved
spaces) nor park any vehicles in the Building parking areas which would exceed
height requirements, or the size of the spaces provided therefor. Landlord may,
in its sole discretion, designate separate areas for bicycles and motorcycles.

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

   27.    Landlord reserves the right to amend or waive any rules or regulations
with respect to any other tenant, but no such waiver by Landlord shall be
construed as a amendment or waiver in favor of Tenant with respect to such Rules
and Regulations.

   28.    These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease.





                                   EXHIBIT "D"
                                   WORK LETTER


          This Exhibit "D" is attached to and made a part of that certain Lease
dated February 1, 1996 by and between Mani Brothers LLC (Landlord) and New
Horizons Learning Center Santa Ana, a Delaware Corporation ("Tenant") for the
Premises located at 100 Corporate Pointe. Suites 180 and 195, Culver City.
California.


     1.   APPLICATION OF EXHIBIT

          Capitalized terms used and not otherwise defined herein shall have the
same definitions as set forth in the Lease. The provisions of this Work Letter
shall apply to the planning and completion of leasehold improvements requested
by Tenant (the "Tenant Improvements") for the fitting out of the initial
premises, as more fully set forth herein.

    2.    LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS

                    a)   Preliminary Space Plans. Attached to this Work Letter
               as Schedule "1" are preliminary space plans for the Tenant
               Improvements (the "Preliminary Space Plans"), which include
               without limitation, sketches and/or drawings showing locations of
               doors, partitioning, electrical fixtures, outlets and switches,
               plumbing fixtures and other requirements, mutually agreed upon by
               Landlord and Tenant and determined by Tenant as required for its
               use of the Premises. Tenant acknowledges that the Preliminary
               Space Plans have been prepared by Landlord's Architect after
               consultation and cooperation between Tenant and Landlord's
               Architect regarding the proposed Tenant Improvements and Tenant's
               requirements and that the Preliminary Space Plans are complete
               with respect thereto. Landlord and Landlord's Architect shall be
               entitled, in all respects, to rely upon all information supplied
               by Tenant regarding the Tenant Improvements.

                    b)   Working Drawings. Within twenty-one (21) days following
               full execution of this Lease by both Landlord and Tenant,
               Landlord's Architect shall prepare working drawings (the "Working
               Drawings") for the Tenant Improvements based upon the approved
               Preliminary Space Plans. The Working Drawings shall include
               architectural drawings for the Tenant Improvements based on the
               Preliminary Space Plans. Notwithstanding the Preliminary Space
               Plans, in all cases the Working Drawings (I) shall be subject to
               Landlord's final approval, which approval shall not be
               unreasonably withheld, (ii) shall not be in conflict with
               building codes for the City or County or with insurance
               requirements for a fire resistive Class A office building, and
               (iii) shall be in a form satisfactory to appropriate governmental
               authorities responsible for issuing permits and licenses required
               for construction.

                    (c)  Approval of Working Drains. Landlord or Landlord's
               Architect shall submit the Working Drawings to Tenant for
               Tenant's review to confirm it is consistent with the Preliminary
               Space Plan, and Tenant shall notify Landlord and Landlord's
               Architect within five (5) business days after delivery thereof of
               any requested revisions. Within five (5) days after receipt of
               Tenant's notice, Landlord's Architect shall make all approved
               revisions to the Working Drawings and submit two (2) copies
               thereof to Tenant for its final review and approval, which
               approval shall be given within three (3) business days
               thereafter. Concurrently with the above review and approval
               process, Landlord may submit all plans and specifications to City
               or other governmental agencies in an attempt to expedite City
               approval and issuance of all necessary permits and Licenses to
               construct the Tenant Improvements as shown on the Working
               Drawings. Any changes which are required by City or other
               governmental agencies shall be immediately submitted to Landlord
               for Landlord's review and reasonable approval, and Landlord shall
               promptly notify Tenant of such changes.

                    (d)  Schedule of Critical Dates. Set forth below is a
               schedule of certain critical dates relating to Landlord's and
               Tenant's respective obligations for the design and construction
               of the Tenant Improvements. Such dates and the respective
               obligations of Landlord and Tenant are more fully described
               elsewhere in this Work Letter. The purpose of the following
               schedule is to provide a reference for Landlord and Tenant and to
               make certain the Final Approval Date occurs as set forth herein.
               Following the Final Approval Date, Tenant shall be deemed to have
               released Landlord to commence construction of the Tenant
               Improvements as set forth in Section 4 below.

             Reference             Date Due            Responsible
                                                       Party
             A.  "Prelimary        Contemporaneously   Tenant &
               Space Plan          with Lease          Landlord
               Approval"           execution
                                   
             B.  "Working          Twenty-one(21) days Landlord
               Drawings            after full
               Completion"         execution of the
                                   Lease
                                   
             C.  "Working          Five (5) business   Tenant
               Drwaing Review"     days after Landlord 
                                   submits Working
                                   Drawings to Tenant
                                   
             D.  "Working          Five (5) business   Landlord
               Drawing             days after Tenant
               Revisions"          returns Working
                                   Drawings to
                                   Landlord
                                   
             E.  "Final Approval   Three (3) business  Tenant
               Date"               days after Landlord
                                   submits revised
                                   Working Drawings to
                                   Tenant

    3.    BUILDING PERMIT

          After the Final Approval Date has occurred, Landlord shall, if
Landlord has not already done so, submit the Working Drawings to the appropriate
governmental body or bodies for final plan checking and a building permit.
Landlord, with Tenant's cooperation, shall cause to be made any change in the
Working Drawings necessary to obtain the building permit; provided, however,
after the Final Approval Date, no changes shall be made to the Working Drawings
without the prior written approval of both Landlord and Tenant, and then only
after agreement by Tenant to pay any excess costs resulting from such changes.
Tenant may terminate this lease if any unapproved modifications to working
drawings substantially effect the space, floor plan or intended use of Tenant
provided that Tenant shall reimburse Landlord for one-half (1/2) the cost of the
Landlord's expenditure to date.

    4.    CONSTRUCTION OF TENANT IMPROVEMENTS

          After the Final Approval Date has occurred and a building permit for
the work has been issued, Landlord shall, through a construction contract
("Construction Contract") with a reputable, licensed contractor selected by
Landlord ("Contractor"), cause the construction of the Tenant Improvements to be
carried out in substantial conformance with the Working Drawings in a good and
workmanlike manner using first-class materials, The costs associated with the
construction of the Tenant Improvements shall be paid as set forth in Section 5
and 6 of this Work Letter. Landlord shall see that the construction complies
with all applicable building, fire, health, and sanitary codes and regulations,
the satisfaction of which shall be evidenced by a certificate of occupancy for
the Premises. Landlord or Contractor shall maintain a comprehensive general
liability insurance policy with a limit of not less than One Million Dollars
($l,000,000.00) to insure against bodily injury and property damage during the
construction work prior to the Lease Commencement Date.

    5.    TENANT IMPROVEMENT ALLOWANCE

          Landlord shall provide Tenant with a Tenant Improvement Allowance
towards the cost of the design, purchase and construction of the Tenant
Improvements, including without limitation design, engineering and consulting
fees (collectively, the "Tenant Improvement Costs") . The Tenant Improvement
Allowance shall be used for payment or the following Tenant Improvements Costs:

                    (i)  Preparation by Landlord's Architect of the Preliminary
               Space Plans and the Working Drawings as provided in Section 2 of
               this Work Letter, including without limitation all fees charged
               by City (including without limitation fees for building permits
               and plan checks) in connection with the Tenant Improvements work
               in the Premises;

                    (ii) Construction work for completion of the Tenant
               Improvements as reflected in the Construction Contract:

                    (iii)     All contractor's charges, general conditions,
               performance bond premiums and construction fees; and:

                    (iv) Tenant Improvements as shown on the approved
               Preliminary Space Plans dated _________, attached hereto as
               Schedule "1".

          In the event that Tenant does request modifications, changes or
alterations of the Tenant Improvements from what is shown on said approved
Preliminary Space Plans, or causes any Tenant Delays as defined in Section 7 of
this Work Letter, then all associated costs shall be borne by Tenant. If Tenant
does seek to modify change or alter the Tenant Improvements from the approved
Preliminary Space Plans, or does cause a Tenant Delay, Tenant shall pay to
Landlord any excess costs resulting therefrom in accordance with Section 6 of
this Work Letter.

    6.    CHANGE ORDERS

          Tenant may from time to time request and obtain change orders before
or during the course of construction provided that: (1) each such request shall
be reasonable, shall be in writing and signed by or on behalf of Tenant, and
shall not result in any structural change in the Building, as reasonably
determined by Landlord, (ii) all additional charges and costs, including without
limitation architectural and engineering costs, construction and material costs,
and processing costs of any governmental entity shall be the sole and exclusive
obligation of Tenant, and (iii) any resulting delay in the completion of the
Tenant Improvements shall be deemed a Tenant Delay and in no event shall extend
the Commencement Date of the Lease. Upon Tenant's request for a change order,
Landlord shall as soon as reasonably possible submit to Tenant a written
estimate of the increased or decreased cost and anticipated delay, if any,
attributable to such requested change. Within three (3) business days of the
date such estimated costs adjustment and delay are delivered to Tenant, Tenant
shall advise Landlord whether it wishes to proceed with the change order, and if
Tenant elects to proceed with the change order, Tenant shall remit, concurrently
with Tenant's notice to proceed, the amount of the increased costs, if any,
attributable to such change order. Unless Tenant includes in its initial change
order request that the work in process at the time such request is made be
halted pending approval and execution of a change order, Landlord shall not be
obligated to stop construction of the Tenant Improvements, whether or not the
change order relates to the work then in process or about to be started.

    7.    TENANT DELAYS

          In no event shall the Commencement Date of the Lease be extended or
delayed due or attributable to delays due to the fault of Tenant ("Tenant
Delays") . Tenant Delays shall include, but are not limited to, delays caused by
or resulting from any one or more of the following:

                    a)   Tenant's failure to timely review and reasonably
               approve the Working Drawings or to furnish information to
               Landlord or Landlord's Architect for the preparation by Landlord
               or Landlord's Architect of the Working Drawings;

                    b)   Tenant's request for or use of special materials,
               finishes or installations which are not readily available,
               provided that Landlord shall notify Tenant in writing that the
               particular material, finish, or installation is not readily
               available promptly upon Landlord's discovery of same; c) Change
               orders requested by Tenant; d) Interference by Tenant or by
               Tenant's Agents with Landlord's construction activities;

                    e)   Tenant's unreasonable failure to approve any other item
               or perform any other obligation in accordance with and by the
               dates specified herein or in the Construction Contract;

                    f)   Tenant's requested changes in the Working Drawings or
               any other plans and specifications after the approval thereof by
               Tenant or submission thereof by Tenant to Landlord; g) Tenant's
               failure to approve written estimates of costs in accordance with
               this Work Letter; and

                    h)   Tenant's obtaining or failure to obtain any necessary
               governmental approvals or permits for Tenant's intended use of
               the Premises.

If the Commencement Date of this Lease is delayed by any Tenant delays, subject
to force majeure as defined in the Lease, then the commencement date of the
Lease and the payment of rent shall be accelerated by the number of days of such
delay, determined at the time the certificate of occupancy is issued. Landlord
shall provide Tenant written notice within a reasonable time of any circumstance
that Landlord believes constitute a Tenant delay. If the Premises is not ready
by the Commencement Date, adjusted by and for the Tenant's delay, the Tenant
shall be relieved from the payment of any rent under the Commencement Date.

    8.    TRADE FIXTURES AND EQUIPMENT

          Tenant acknowledges and agrees that Tenant is solely responsible for
obtaining, delivering and installing in the Premises all necessary and desired
furniture, trade fixtures, equipment and other similar items, and that Landlord
shall have no responsibility whatsoever with regard thereto. Tenant further
acknowledges and agrees that neither the Commencement Date of the Lease nor the
payment of Rent shall be delayed for any period of time whatsoever due to any
delay in the furnishing of the Premises with such items.

    9.    FAILURE OF TENANT TO COMPLY

          Any failure of Tenant to comply with any of the provisions contained
in this Work Letter within the times for compliance herein set forth shall be
deemed a default under the Lease. In addition to the remedies provided to
Landlord in this Work Letter upon the occurrence of such a default by Tenant,
Landlord shall have all remedies available at law or equity to a landlord
against a defaulting tenant pursuant to a written lease, including but not
limited to those set forth in the Lease.




                                    EXHIBIT E
                                GUARANTY OF LEASE


This Guaranty of Lease (the "Guaranty") is attached to and made part of that
certain real estate Lease (the "Lease") dated March 7, 1996 between Mani
Brothers L.L.C. as Landlord, and New Horizons Computer Learning Centers, Inc. as
Tenant, covering the Property commonly known as 100 Corporate Pointe, Culver
City. California, Suite 180.  The terms used in this Guaranty shall have the
same definitions as set forth in the Lease. In order to induce Landlord to enter
into the Lease with Tenant, New Horizons Education Corporation, a Delaware
Corporation ("Guarantors"), have agreed to execute and deliver this Guaranty to
Landlord. Each Guarantor acknowledges that Landlord would not enter into the
Lease if each Guarantor did not execute and deliver this Guaranty to Landlord.

1.   GUARANTY. In consideration of the execution of the Lease by Landlord and as
a material Inducement to Landlord to execute the Lease, each Guarantor hereby
irrevocably, unconditionally, jointly and severally guarantees the full, timely
and complete (a) payment of all rent and other sums payable by Tenant to
Landlord under the Lease, and any amendments or modifications thereto by
agreement or course of conduct, and (b) performance of all covenants,
representations and warranties made by Tenant and all obligations to be
performed by Tenant pursuant to the Lease, and any amendments or modifications
thereto by agreement or course of conduct. The payment of those amounts and
performance of those obligations shall be conducted in accordance with all
terms, covenants and conditions set forth in the Lease, without deduction,
offset or excuse of any nature and without regard to the enforceability or
validity of the Lease, or any part thereof, or any disability of Tenant.

2.   LANDLORD'S RIGHTS. Landlord may perform any of the following acts at any
time during the Lease Term, without notice to or assent of any Guarantor and
without in any way releasing, affecting or impairing any of Guarantor's
obligations or liabilities under this Guaranty: (a) alter, modify or amend the
Lease by agreement or course of conduct, (b) grant extensions or renewals of the
Lease, (c) assign or otherwise transfer its interest in the Lease, the Property,
or this Guaranty, (d) consent to any transfer or assignment of Tenant's or any
future tenant's interest under the Lease, (e) release one or more Guarantor, or
amend or modify this Guaranty with respect to any Guarantor, without releasing
or discharging any other Guarantor from any of such Guarantor's obligations or
liabilities under this Guaranty, (f) take and hold security for the payment of
this Guaranty and exchange, enforce, waive and release any such security, (g)
apply such security and direct the order or manner of sale thereof as Landlord,
in its sole discretion, deems appropriate, and (h) foreclose upon any such
security by judicial or nonjudicial sale, without affecting or impairing in any
way the liability of Guarantor under this Guaranty, except to the extent the
indebtedness has been paid.

3.   TENANT'S DEFAULT. This Guaranty is a guaranty of payment and performance,
and not of collection. Upon any breach or default by Tenant under the Lease,
Landlord may proceed immediately against Tenant and/or any Guarantor to enforce
any of Landlord's rights or remedies against Tenant or any Guarantor pursuant to
this Guaranty, the Lease, or at law or in equity without notice to or demand
upon either Tenant or any Guarantor. This Guaranty shall not be released,
modified or affected by any failure or delay by Landlord to enforce any of its
rights or remedies under the Lease or this Guaranty, or at law or in equity.

4.   GUARANTOR'S WAIVERS. Each Guarantor hereby waives (a) presentment, demand
for payment and protest of non-performance under the Lease, (b) notice of any
kind including, without limitation, notice of acceptance of this Guaranty,
protest, presentment, demand for payment, default, nonpayment, or the creation
or incurring of new or additional obligations of Tenant to Landlord, (c) any
right to require Landlord to enforce its rights or remedies against Tenant under
the Lease, or otherwise, or against any other Guarantor, (d) any right to
require Landlord to proceed against any security held from Tenant or any other
party, (e) any right of subrogation and (f) any defense arising out of the
absence, impairment or loss of any right of reimbursement or subrogation or
other right or remedy of Guarantors against Landlord or any such security,
whether resulting from an election by Landlord, or otherwise. Any part payment
by Tenant or other circumstance which operates to toll any statute of
limitations as to Tenant shall operate to toll the statute of limitations as to
Guarantor.

5.   SEPARATE AND DISTINCT OBLIGATIONS. Each Guarantor acknowledges and agrees
that such Guarantor's obligations to Landlord under this Guaranty are separate
and distinct from Tenant's obligations to Landlord under the Lease. The
occurrence of any of the following events shall not have any effect whatsoever
on any Guarantor's obligations to Landlord hereunder, each of which obligations
shall continue in full force or effect as though such event had not occurred:
(a) the commencement by Tenant of a voluntary case under the federal bankruptcy
laws, as now constituted or hereafter amended or replaced, or any other
applicable federal or state bankruptcy, insolvency or other similar law
(collectively, the "Bankruptcy Laws"), (b) the consent by tenant to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official of Tenant or for any
substantial part of its property, (c) any assignment by Tenant for the benefit
of creditors, (d) the failure of Tenant generally to pay its debts as such debts
become due, (e) the taking of corporate action by Tenant in the furtherance of
any of the foregoing; or (f) the entry of a decree or order for relief by a
court having jurisdiction in respect of Tenant in any involuntary case under the
Bankruptcy Laws, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Tenant or for any substantial
part of its property, or ordering the winding-up or liquidation of any of its
affairs and the continuance of any such decree or order city and in effect for a
period of sixty (60) consecutive days. The liability of Guarantors under this
Guaranty is not and shall not be affected or impaired by any payment made to
Landlord under or related to the Lease for which Landlord is required to
reimburse Tenant pursuant to any court order or in settlement of any dispute,
controversy or litigation in any bankruptcy, reorganization, arrangement,
moratorium or other federal or state debtor relief proceeding. If, during any
such proceeding, the Lease is assumed by Tenant or any trustee, or thereafter
assigned by Tenant or any trustee to a third party, this Guaranty shall remain
in full force and effect with respect to the full performance of Tenant, any
such trustee or any such third party's obligations under the Lease. If the Lease
is terminated or rejected during any such proceeding, or if any of the events
described In Subparagraphs (a) through (fl of this Paragraph 5 occur, as between
Landlord and each Guarantor, Landlord shall have the right to accelerate all of
Tenant's obligations under the Lease and each Guarantor's obligations under this
Guaranty. In such event, all such obligations shall become immediately due and
payable by Guarantors to Landlord. Guarantors waive any defense arising by
reason of any disability or other defense of Tenant or by reason of the
cessation from any cause whatsoever of the liability of Tenant.

6.   SUBORDINATION. All existing and future advances by Guarantor to Tenant, and
all existing and future debts of Tenant to any Guarantor, shall be subordinated
to all obligations owed to Landlord under the Lease and this Guaranty.

7.   SUCCESSORS AND ASSIGNS. This Guaranty binds each Guarantor's successors and
assigns.

8.   ENCUMBRANCES. If Landlord's interest in the Property or the Lease, or the
rents, issues or profits therefrom, are subject to any deed of trust, mortgage
or assignment for security, any Guarantor's acquisition of Landlord's interest
in the Property or Lease shall not affect any of Guarantor's obligations under
this Guaranty. In such event, this Guaranty shall nevertheless continue in full
force and effect for the benefit of any mortgagee, beneficiary, trustee or
assignee or any purchaser at any sale by judicial foreclosure or under any
private power of sale, and their successors and assigns. Any married Guarantor
expressly agrees that Landlord has recourse against any Guarantor~s separate
property for all of such Guarantor's obligations hereunder.

9.   GUARANTOR'S DUTY. Guarantors assume the responsibility to remain informed
of the financial condition of Tenant and of all other circumstances bearing upon
the risk of Tenant's default, which reasonable inquiry would reveal, and agree
that Landlord shall have no duty to advise Guarantors of information known to it
regarding such condition or any such circumstance.

10.  LANDLORD'S RELIANCE. Landlord shall not be required to inquire into the
powers of Tenant or the officers, employees, partners or agents acting or
purporting to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed under
this Guaranty.

11.  INCORPORATION OF CERTAIN LEASE PROVISIONS. Each Guarantor hereby represents
and warrants to Landlord that such Guarantor has received a copy of the Lease,
has read or had the opportunity to read the Lease, and understands the terms of
the Lease. The provisions in the Lease relating to the execution of additional
documents, legal proceedings by Landlord against Tenant, severability of the
provisions of the Lease, interpretation of the Lease, notices, waivers, the
applicable laws which govern the interpretation of the Lease and the authority
of the Tenant to execute the Lease are incorporated herein in their entirety by
this reference and made a part hereof. Any reference in those provisions to
"Tenant" shall mean each Guarantor and any reference in those provisions to the
"Lease" shall mean this Guaranty, except that (a) any notice which any Guarantor
desires or is required to provide to Landlord shall be effective only if signed
by ali Guarantors and (b) any notice which Landlord desires or is required to
provide to any Guarantor shall be sent to such Guarantor at such Guarantor's
address indicated below, or if no address is indicated below. at the address for
notices to be sent to Tenant under the Lease.


Signed on March 14, 1996                          New Horizons
          ----------------------                  Education Corporation,
                                                  a Delaware Corporation
1231 E. Dyer Road, Suite 110                      By:/s/ Robert McMillan
--------------------------------                     -----------------------
     Santa Ana, CA  92705                         Its:   Secretary
--------------------------------                      ----------------------
            Address


Signed on ---------------------, 19               ----------------------------
                                                  ----------------------------
-------------------------------                   By:
                                                      ------------------------
-------------------------------                   Its:
            Address                                   ------------------------


CONSULT YOUR ATTORNEY - This document has been prepared for approval by your
attorney. No representation or recommendation is made by CB Commercial Real
Estate Group, Inc. or the Southern California Chapter of the Society of
Industrial Realtors, Inc., or the agents or employees of either of them as to
the legal sufficiency, legal effect, or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.


                                  SCHEDULE "1"
                             PRELIMINARY SPACE PLANS




                                  ADDENDUM NO.1

          This Addendum dated March 7, 1996 is made a part of and is attached to
that certain Lease dated March 7, 1996 between Mani Brothers LLC ("Landlord")
and New Horizons Computer Learning Centers, Inc. ("Tenant"), concerning Suites
105 and 195 located at 100 Corporate Pointe, Culver City, California.

ARTICLE 36-LEASEHOLD IMPROVEMENTS

   36.1   Landlord agrees to provide Tenant with a build-to-suit in accordance
with mutually approved preliminary space plans and working drawings ("Leasehold
Improvements") provided that the total cost relating to said remodeling and
construction does not exceed Three Hundred Ninety Two Thousand Two Hundred Fifty
and No/100 Dollars ($392,250.00) (calculated by the usable square feet of 13,075
multiplied by Thirty and No/100 Dollars ($30.00) per usable square foot ("Tenant
Improvement Allowance")). Tenant, at Tenant's sole cost, shall bear all costs
relating to the remodeling and construction of the Premises which Landlord
estimates to be in excess of the Tenant allowance ("Excess Costs"). Tenant
shall, on demand by Landlord, deposit with Landlord the excess costs. Landlord
agrees to promptly refund to Tenant any unused excess costs.

   36.2   Within thirty (30) days after the Commencement Date, Tenant shall give
Landlord written notice of any claimed deficiencies in the Leasehold
Improvements. Within thirty (30) days after receipt of such notice, Landlord
shall begin any corrective work that is required and diligently prosecute same
to completion. Except with respect to any latent defects in said work, if Tenant
fails to give Landlord notice of any deficiency as provided herein, then Tenant
shall be deemed to have accepted the Leasehold Improvements inclusive of such
deficiency, and Landlord shall have no further obligation to make any corrective
work that may be required.

   36.3   There shall be no abatement of rent and no liability of Landlord by
reason of any injury to or interference with Tenant's business, fixtures,
appurtenances or equipment which commonly occurs as a result of the normal
making of any of the repairs, alterations or improvements contemplated herein.
Any delay in the completion of the Leasehold Improvements that is caused by
Tenant (including delay as a result of changes in the approved space plans
requested by Tenant, specification of products or finishes not readily
available, and delay in choosing finishes) shall constitute a "Tenant Delay".
(Open for discussion.)

   36.4   "Force Majeure Delay" shall mean and be defined as delay in the
substantial completion of the Leasehold Improvements due to any cause beyond the
reasonable control of the Party, including, without limitation: acts of God;
fire and other casualties; the elements of nature; wars; black-outs or other
interruptions of utilities; strikes or other labor troubles (provided same are
not caused by illegal acts of the Party); changes in government codes or
regulations (or the interpretation of same); availability of permits; or
shortages of materials or supplies.

ARTICLE 37-LIMITATION ON LIABILITY

          Notwithstanding anything in this Lease to the contrary, and excluding
insurance proceeds, it is agreed that the liability of Landlord in connection
with any matter related to this Lease will in no event exceed the fair market
value of the Property as of the date of this Lease.

ARTICLE 38-OPERATING EXPENSE EXCLUSIONS

          (a)  Costs incurred in connection with the original construction of
               the Building or in connection with any major change in the
               Building, such as adding or deleting floors;

          (b)  Costs of alterations or improvements to the Premises or the
               Premises of other tenants;

          (c)  Depreciation, interest and principal payments on mortgages, and
               other debt costs, if any;

          (d)  Costs correcting defects in or adequacy of the initial design or
               construction of the Building;

          (e)  Expenses directly resulting from the negligence of Landlord, its
               agents, servants or employees;

          (f)  Legal fees, planner's fees, real estate broker's leasing
               commissions, and advertising expenses incurred in connection with
               the original development or original leasing of the Building or
               future leasing of the Building;

          (g)  Costs for which Landlord is reimbursed by its insurance carrier
               or any tenant's insurance carrier;

          (h)  Any bad debt loss, rent loss, or reserves for bad debts or rent
               loss;

          (i)  The expense of extraordinary services provided to other tenants
               in the Building;

          (j)  Costs associates with the operation of the business of the
               partnership or entity which constitutes Landlord, as the same are
               distinguished from the costs of operation of the Building,
               including partnership accounting and legal matters, costs of
               defending any lawsuits with any mortgagee (except as the actions
               of Tenant may be in issue), costs of selling, syndicating,
               financing, mortgaging or hypothecating any of Landlord's interest
               in the Building, costs of any disputes between Landlord and its
               employees (if any) not engaged in Building operation, disputes of
               Landlord with Building management, or outside fees paid in
               connection with disputes with other tenants;

          (k)  The wages of any employee who does not devote substantially all
               of his or her time to the Building;

          (l)  Fines, penalties, and interest;

          (m)  Amounts paid as ground rental by Landlord;

          (n)  Any Building system maintenance contracts, Earthquake or any
               other type of insurance, unless such maintenance costs and/or
               insurance coverage was carried during the base year or, in the
               alternative, the base year Operating Costs have been "grossed-up"
               to include what such maintenance and/or insurance coverage would
               have cost had it been carried during the base year.

          (o)  Wages and fees incurred in connection with the ownership,
               management and operation of the parking structure;

          (p)  Any Operating Costs in connection with the ground floor and
               mezzanine levels, or any other floor in the Building devoted to
               retail operation; and

          (q)  Any recalculation of or additional Operating Costs actually
               incurred more than two (2) years prior to the year in which
               Landlord proposed that such costs be included.

ARTICLE 39-COMMENCEMENT DATE

          The Lease shall commence upon completion of tenant improvement work
which shall be targeted for June 1, 1996. Tenant, along with its contractors and
agents, shall be permitted to enter the Premises without the obligation to pay
rent thirty (30) days prior to substantial completion of the Premises provided
that said occupancy does not disturb or delay the tenant improvement work being
done by Landlord's contractor. The Lease shall commence fourteen (14) days
following substantial completion of the Premises in order to give Tenant time to
move in. Landlord is prepared to phase Tenant's occupancy and construction to
accommodate any potential delays associated with relocating the existing tenant
from Suite 195. Since Tenant is occupying the Premises in two different phases,
rent commencement shall reflect such delayed occupancy.


ARTICLE 40-PLANNING

          Tenant has chosen to have its space planner, 03 Design, complete all
space planning work for the Premises including preliminary space planning,
working drawings, engineering and related work. Landlord shall pay 03 Design for
the cost of said work in an amount not to exceed Ninety Cents ($0.90) per usable
square foot. Landlord, Landlord's space planner, and Landlord's contractor shall
have the right to review and approve Tenant's space plans and working drawings.

ARTICLE 41-PARKING

          Except as set forth below, Tenant shall have the right, but not the
obligation, to rent parking spaces in accordance with a ratio of four (4)
parking spaces for every one thousand (1,000) rentable square feet leased.
Parking shall be in the project's on-site parking areas at prevailing building
rates, which are currently Fifty and No/100 Dollars ($50.00) per space per month
for unreserved parking and Seventy Five and No/100 Dollars ($75.00) per space
per month for reserved parking. Tenant shall be entitled to two (2) reserved
parking spaces near the building entrance area for the purpose of loading and
unloading. The exact location of these parking spaces shall be mutually agreed
to by Landlord and Tenant. Monthly parking rates shall remain fixed for the
first three (3) years of the lease term. Thereafter, parking costs may increase
but shall not exceed the corresponding parking rates charged for comparable
parking in comparable buildings in the surrounding areas. However, the
prevailing rates shall be no less than those set forth above. Landlord shall
provide visitor parking for forty (40) cars on a monthly basis at the rate of
$0.50 per one-half (1/2) hour with a maximum of $4.00 per day for the first
three (3) years. Tenant shall guarantee income for said forty (40) visitor
parking spaces and thirty (30) standard parking spaces commencing June 1, 1997.
Landlord and Tenant shall work together to develop a parking validation system
to accommodate Tenant's visitors. In the event Tenant vacates the Premises,
Tenant shall not be obligated to guarantee the income from the forty (40)
visitor parking spaces on a monthly basis. Landlord shall provide Tenant with
free parking in accordance with a 4/1000 ratio during the first twelve (12)
months of the lease term. Said credit shall be granted to Tenant in the form of
a Basic Monthly Rent credit. Tenant shall receive a rent credit equal to Thirty
Six Thousand Six Hundred and No/100 Dollars ($36,600.00), which shall be applied
to Tenant's Basic Monthly Rent, commencing in the second (2nd) month of the
lease term. Tenant shall have the right to allocate all or part of its monthly
parking to visitors. Visitor parking on weekends and after 7:00pm during evening
shall be free, provided Landlord does not need a parking attendant to assist
Tenant's visitors


ARTICLE 42-SECURITY

          Tenant shall have the right to install its own security system,
subject to Landlord's approval, for the Premises. Landlord shall provide on-site
security Monday through Friday from 7:00am to 9:00pm and Saturdays from 8:00am
to 6:00pm.

ARTICLE 43-ADVANCE RENT AND SECURITY DEPOSIT

          Upon execution of the lease document by Tenant, Tenant shall pay to
Landlord the first month's rent in an amount equal to Eighteen Thousand Nine
Hundred Fifty Eight and 75/100 Dollars ($18,958.75) and a security deposit equal
to Eighteen Thousand Nine Hundred Fifty Eight and 75/100 Dollars ($18,958.75).

ARTICLE 44-RIGHT TO CANCEL

          Provided Tenant has not been in default under any of the terms and
conditions of this Lease, Tenant shall have the right to terminate the Lease
effective at the end of the sixtieth (60th) month of the lease term provided
Tenant gives to Landlord nine (9) months prior written notice of Tenant's intent
to cancel said Lease. As consideration for the right to cancel, Tenant shall pay
to Landlord, at the time Tenant delivers said cancellation notice, an amount
equal to the unamortized tenant improvements and brokerage commissions amortized
at ten percent (10%) per annum, plus three (3) months Basic Monthly Rent.

ARTICLE 45-OPTION TO RENEW

          Tenant shall have one (1), five (5) year option to renew the lease
provided that Tenant gives to Landlord at least nine (9) months prior written
notice of Tenant's intent to exercise said options. The rental rate for the
option period shall be at the then prevailing fair market rate for comparable
space in comparable buildings in the area. The definition of fair market shall
be negotiated in the lease document.

ARTICLE 46-RIGHT OF FIRST OPPORTUNITY

          Landlord shall grant to Tenant a Right of First Opportunity on any
space which may come available on the 1st Floor. In the event that Tenant
expands into Suite 105/160 during the first twelve (12) months of the initial
lease term, the terms and conditions shall be the same as the initial lease
provided that the cost of tenant improvements shall be reduced proportionately.
Thereafter, the terms and conditions shall be at the prevailing market rate.

ARTICLE 47-ROOF RIGHTS

          Tenant shall have the right to install no more than two (2) antennae
and/or satellite dishes on the roof in a location to be approved by Landlord.
The cost of installation shall be Tenant's expense and Tenant shall conform to
any and all applicable governmental requirements and approvals. Tenant shall be
responsible for the removal of said antennae and/or Satellite dish at the
expiration of the lease term and any required repair work necessary.

ARTICLE 48-DIRECTORY BOARD

          Landlord, at Landlord's expense, shall furnish Tenant with space in
the building directory board in accordance with one line per 1,000 rentable
square feet leased.

ARTICLE 49-SIGNAGE

          In the event Landlord creates a dedicated exterior entrance to the
Premises on the right side of the main building lobby, Tenant, at Tenant's sole
cost and expense, shall be allowed to install an eyebrow sign or monument sign
to be mutually agreed upon between Landlord and Tenant.  In addition, Landlord
and Tenant shall work together to create directional signage, subject to the
mutual approval of both parties, in the parking areas. Landlord shall create a
dedicated exterior entrance to the Premises on the right side of the main lobby.
Tenant will have identification signage on the building exterior near Tenant's
entrance to be mutually agreed upon between Landlord and Tenant. Tenant shall
present a rendering of the proposed signage to Landlord for Landlord's approval.

ARTICLE 50-EXCLUSIVITY

          Landlord shall not lease space to any other tenants in the Building
whose primary business shall be computer training or its equivalent or who are
competitors of New Horizons Computer Learning Center without the express written
consent of Tenant.

ARTICLE 51 - TEMPORARY SPACE

          In the event the tenant improvement cost exceed $30 per usable square
foot, Landlord shall amortize the overage over the initial term at an interest
rate of ten percent (10%) per annum.  However, Tenant shall receive rent credit
on temporary space on the 2nd floor on a dollar per dollar basis predicated on
$1.00 FSG per rentable square foot per month.  Tenant expects to lease temporary
space on the second floor at $1.00 full service gross per rentable square foot
per month.  If a tenant improvement overage exists for the premises, Tenant
shall receive a rent credit on the temporary space equal to the T1 overage. If
the tenant improvement is less than $30 per square foot, Tenant shall lease
temporary space on the second floor for $1.00 per rentable square foot full
service gross per month, commencing June 1, 1996.

In the event of a conflict between this Addendum and the Lease, the provisions
of this Addendum shall prevail.

THE WHEREUPON, THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM ON THE DATES
INDICATED.


                                             TENANT:
                                             New Horizons Computer
                                             Learning Centers, Inc.

Date: 3/15/96                                By:  /s/ Charles Kinch
    ------------                                 ----------------------
                                             Name:     Charles Kinch
                                                  ----------------------
                                             Title:        President
                                                   --------------------

                                             ATTESTED:
Date: 3/15/96                                By:  /s/ Gary T. Gann
     --------------                             ------------------------
                                             Name:      Gary T. Gann
                                                   ---------------------
                                             Title:        Secretary
                                                   ---------------------


                                             LANDLORD:
                                             Mani Brothers, LLC

Date:                                        By:
     --------------                             -----------------------
                                             Name:
                                                  ---------------------
                                             Title:
                                                  ---------------------