SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934  For  the  fiscal year  ended  December  31,  1996
                                                          -------------------

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from                    to
                                            ------------------

             Commission File No.  017833

                              GREENLAND CORPORATION
             (Exact name of Registrant as specified in its charter)

             NEVADA                                       87-0439051
 (State or other jurisdiction of                       (I.R.S. Employer 
  incorporation or organization)                     Identification Number)

   7084 Miramar Road, Fourth Floor
       SAN DIEGO, CALIFORNIA                               92121
(Address or principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (619) 566-9604

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [[root]] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

As of March 14, 1997, the aggregate market value of the voting stock (15,914,460
shares) held by  non-affiliates  of the registrant was 5,900,862,  based on $.34
per share trading price for that day.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

$.001 PAR VALUE CLASS A COMMON STOCK              19,167,091
------------------------------------     --------------------------
         Class                         Outstanding as of March 14, 1997

                       DOCUMENTS INCORPORATED BY REFERENCE
Certain  information  required  by Part III of this Form  10-KSB is  included by
reference to the Company's  difinitive  proxy statement filed in accordance with
rule 14a-101, Schedule 14A.

    Traditional Small Business Disclosure Format (check one): [X] Yes [ ] No



<PAGE>
PART I

Item 1.
Business
         Greenland  is a  corporation  formed on July 17, 1986 as Zebu,  Inc. On
September 11, 1994, the shareholders  approved  changing the name of the company
to  Greenland  Corporation.  In  September  of 1994,  the Company  acquired  GAM
Properties,  Inc. ("GAM") and has subsequently  acquired  additional real estate
properties in San Diego,  California and Tucson, Arizona. The principal place of
business and general  offices of the Company are located at 7480  Miramar  Road,
4th Floor, San Diego, California 92121, Phone (619) 566-9604, (800) 234- 4226.
     In  December   1995,   the  Company   acquired  the  assets  of  Integrated
Communications  Access Network,  Inc.  ("ICAN").  These assets included  certain
interactive television licenses granted by the Federal Communications Commission
("FCC")  identified as IVDS. In August 1996, the Company  filed,  on Form 8-K, a
disclosure that it had discovered certain information related to these licenses.
Management has determined that there may be irregularities related to the proper
transfer of ownership of the licenses,  including irregularities on the transfer
of the licenses from the original  licensees to  Integrated.  In March 1997, the
Company entered into a settlement agreement whereby it rescinded the purchase of
the IVDS  licenses  through the  cancellation  of the common stock paid for said
licenses. (See "Legal Proceedings.")
         The principal  business of the Company is the development and marketing
of advanced  communications  technology known as automate meter reading ("AMR"),
which will  enable  utilities  to  automated  meter  reading  functions  via the
Company's  AirLink(TM)  system. The technology was developed  initially by Ariel
Systems, Inc. ("Ariel"), which was an 80%-owned subsidiary company of ICAN. This
ownership was acquired by Greenland in the December 1995 acquisition of assets.
         As  reported  on Form  8-K,  Greenland  and  Ariel  entered  into a new
Exchange Agreement,  dated May 1, 1996, executed on June 4, 1996, which provided
for the transfer of the AMR technology to Greenland, including the assignment of
associated patents applied for by Ariel engineers to Greenland.  In exchange for
the technology,  Greenland  returned 75% of Ariel equity to Ariel  shareholders.
Additionally,  the Company entered into a consulting  agreement with Ariel for a
period of three (3) years,  under which  Greenland will pay certain monthly fees
for  engineering  services  and  facilities  and  equipment  use.  However,  key
engineering personnel originally employed by Ariel were hired by Greenland.
         The Company,  through its  wholly-owned  GAM  subsidiary,  has acquired
ownership and operates a number of residential and commercial real estate rental
properties.  Most units are rented on a  month-to-month  basis. GAM acquired the
real estate  properties  on the basis that the San Diego real estate market will
become a stronger  market for rentals and resales in the future.  GAM advertises
in the San Diego area and the Company has maintained high levels of occupancy.
         GAM's  operations are largely  dependent upon its ability to manage and
rent real estate  properties  on a positive  cash flow basis to service its debt
(principally real estate  mortgages).  There is strong competition in the rental
market.  Many of these competitive  companies have greater  financial  resources
than  GAM,  and  therefore,  GAM  may be at a  disadvantage  in  effecting  such
transactions.  Management  is  currently  reviewing  its real estate  operations
related to restructuring and/or sale of the GAM portfolio.

<PAGE>
AIRLINK(TM) AUTOMATED METER READING
         In  1991,   engineers  employed  by  the  Company  began  research  and
development on a device that could read utility meters and transmit the data for
use by utility companies in customer billing and load/resource management.
         Greenland's strategy is grounded in bringing a new class of information
gathering  and  communications  systems to the utility  industry.  Our  products
provide  significant  added  value to  utility  service  through  cost  savings,
resource management, security, and management intelligence.
         The Company  provides  products that can easily be adapted to address a
number of different  utilities  while  simultaneously  providing for  individual
customer requirements. The Company's principal target market consists of utility
providers in the U.S. and abroad.  The 1990 U.S.  Census  reports  approximately
3,100 counties in the U.S. encompassing over 101 million homes and approximately
238 million meters. There are several competitors in the automated meter reading
("AMR")  industry,  and there is  increasing  industry  demand for meter reading
automation.
         The technology  used in the AirLink system (the Company has applied for
two patents;  it is preparing a third  application)  is a combination of digital
hardware,  radio transmission,  and software,  that, when attached to a standard
water, electric, gas, or other traditional utility meter, will "read" the meter,
store  the data,  and  transmit  it back to a  computer  for use by the  utility
company. The device requires virtually no maintenance. The need for personnel to
physically  read these meters is  eliminated.  Additionally,  the AirLink system
will enable  utilities to monitor  resource  usage by consumers and to institute
differential billing based upon use of the resource and the time of use.

The Market
         Like telecommunications companies, utilities are going through a period
of rapid  change.  While the real race may be to  develop  unique  products  and
services to capture the  customer,  the bottom line is the urgency for utilities
to capitalize on the interactive services that technology is making possible.
         Energy  utilities,  like  telecommunications  service  providers,  face
massive  regulatory change that is reshaping the business  landscape.  There are
many  parallels  to be  drawn  between  the  two  industries  as they  make  the
transformation from monopoly utility to competitive service-oriented businesses.
         For the power industry, the Energy Policy Act of 1992 began the process
of creating wholesale competition.  As with telecommunication  reform,  however,
the exact shape and timing of that competition is largely being crafted by state
regulators.

<PAGE>
         With competition  comes a two-headed  monster:  Utility  companies must
learn to drive cost out of their operations while improving  service quality and
adding new features.
         Meters, which measure the flow of resources (electricity,  natural gas,
water)  are a  utility's  lifeline.  It is also  an  expensive  process  that is
labor-intensive and error-prone.  Furthermore, this process is generally limited
to daylight  hours. It results in only a single data point of the total resource
consumed.   This  method   provides   practically  no   statistical   management
information.
         Automated  meter  reading of  electric,  gas,  and water meters has the
near-term potential of significantly reducing utility company costs.  Additional
benefits include utility load control  management,  theft and tamper  detection,
service interruption detection, and automation of some parts of the distribution
system.  A "smart" network can be developed that will enable utilities to manage
costs and service quality most efficiently and effectively.
         Greenland has developed such a network - Airlink, a completely wireless
system designed as a communications  link between a utility and every individual
user of resources in its service area.
         The major issues facing the utility metering process are: (1) access to
the meter (which may be in the basement of the home,  or in a remote  location);
(2) having enough qualified  personnel to handle the work load; (3) assurance of
the accuracy of the  information  (hand writing the information in the field and
then  transferring  it  to  billing  computers  breeds  inaccuracy);  (4)  costs
(including salaries, fringe benefits,  insurance, fleet maintenance,  etc.); (5)
cash flow  (some  utilities  can send bills to its  customers  only once every 2
months;  automation  can decrease the length of the billing cycle because meters
can be read  more  frequently);  and (6)  resource  management  (utilities  need
information  at the  point  of use in  order  to get  better  information  as to
resource  usage,  including  time,  amount  of use  and,  in some  cases,  power
interruption status).
         Most AMR solutions  rely on either a hard-wired  solution or a wireless
solution that requires the collection device to be in relatively close proximity
to the meter.  Other  wireless  systems  require meter  reading  personnel to be
deployed  in  the  field  to  accomplish  data  collection.   Advanced  wireless
technology is a major differentiating  characteristic of the AirLink system. The
system  enables a utility to read meters,  regardless  of location,  without the
need  to use  hard-wired  connections  or to send  reading  personnel  near  the
location.  The system is an entirely  remote-controlled  network, with collector
stations  strategically  placed  in the  general  area of the  meters.  A single
collection station can accommodate thousands of meters,  polling each many times
daily.  Data is collected in  real-time,  without the need for field  personnel.
Additionally,  the  system  automatically  informs  the  main  office  of  power
interruption  at the meter site - power failure or tampering  with the system is
immediately detected.
         As one would  expect,  the United  States  represents  the most sizable
market for delivery of essential  utility  services such as water,  electricity,
and natural gas. Accordingly,  the U.S. represents the largest single market for
meter systems and services - over 100 million homes  comprising over 300 million
meters.
<PAGE>
         Market surveys show that automated meter-reading devices can be grouped
into three basic types with increasing levels of sophistication:  (1) hand-held,
(2) hard-wired, and (3) radio telemetry.
         Hand held  devices are used by meter  reading  personnel  that  replace
hand-written  data through key entry. The individual meter reader keys the meter
reading into a hand-held  recorder  that places the data onto  recording  media,
such as tape, for later loading into a computer  program.  This tool  eliminates
one or more  steps in the  transcription  process,  but does  nothing to improve
meter  reading  productivity.  This  technology is currently  being  employed by
water, gas, and electric utility companies. Meter reading personnel must be able
either to see the meter face and  transfer  the reading  into a recorder,  or to
touch its face or a  special  plate  with a wand or other  reading  device.  The
primary  benefit of hand held devices is that they  eliminate  the  hand-written
recording  of meter data and  subsequent  manual  data entry into the  utility's
billing  computer.  Wand-type  devices,  however,  require a special  meter that
contains  electronic  circuitry  for the system to  function.  While this may be
viable  for  new  housing  developments,   it  is  not  practical  for  existing
communities due to the high cost associated with replacement of existing meters.
         Hard-wired  devices include  automated  meter-reading  devices that are
interfaced to existing  telephone  circuits (or other wired  connections).  This
method  represents  a  relatively  high  capital  investment  and the need for a
telephone or other  hard-wired  connection.  Devices  currently in use have been
implemented with telephone circuits to transmit data directly to a utility.  One
device uses a dial-in  technique whereby the meter dials the telephone number of
a computer  system and transmits the reading.  An  alternative  system employs a
dial-out  method whereby the utility's host computer dials the telephone  number
of the meter in order to acquire the meter data. In both systems, telephone line
charges apply.  Another system  currently in use implements a hard-wired  system
for  metering  electric  usage.  The  system  uses  a  distributed   network  of
microcomputers  to collect data from a group of  instrumented  meters.  Existing
power  lines  are  used  for  data  communications  until  the  line  reaches  a
transformer.  There are physical limitations  associated with the amount of data
that can be passed  through power lines.  However,  the system will allow remote
reading and control  functions for an electric  utility.  These systems are very
capital  intensive and require a significant  level of technical support related
to  installation  and  maintenance.   Nevertheless,   hard-wired   systems  have
advantages  over hand-held  devices since they are automated and can be accessed
at any time to obtain meter readings in support of load  management  activities.
It is potentially  very costly for a utility to install these systems due to the
complex communications, networking, and interface electronics required for meter
sensing.  In addition to the high  capital  costs,  these  systems are  somewhat
limited by the inherent  physical  constraints of the telephone system (or other
hard-wired  connection)  band width.  Timing becomes  critical in an environment
with a large  population  of  meters.  The  time  required  to  dial,  establish
communications,  transmit  data,  and close  communications  is  critical to the
effectiveness of these devices. Although they provide a potentially long service
life, they are inherently limited due to the time required to complete a reading
cycle.
         Radio  telemetry  devices,   until  recently,   have  been  limited  to
collection  of data by a mobile  platform to collect the data from meter sensing
devices  via radio  telemetry.  The basic  requirements  of these  systems to be
successful  are that (1) the system must  provide more than a single data point;
(2)  the  system  must be  non-intrusive  and  capable  of  retrofitting  to the
installed base of meters; (3) the operator interface must be designed so that it
can be easily used by existing meter reading  personnel;  (4) the system must be
reliable,  inexpensive, and capable of operating in harsh environments;  and (5)
the meter  reading unit must be capable of being  mounted to the meter in such a
way as to allow

<PAGE>
for the manual  reading of the meter in case of system  failure.  Unfortunately,
such systems have not met such  requirements  in total. A major  disadvantage is
that meter reading personnel must still be used for the data collection process.
Notwithstanding the reduction in personnel requirements, staff must be retrained
and re-deployed to serve the system from vehicles  designed to interact with the
communication of data from each meter to the collection point(s). A second major
disadvantage is that these systems have not been designed to adequately function
in all conditions (i.e. in sunlight,  or harsh weather  conditions).  Additional
technical  challenges  have yet to be  solved to a  reasonable  degree to insure
total system  reliability.  These include  transmission  inconsistencies,  route
coordination, etc.
         It is important to note that traditional meter reading methodology does
not provide  utilities  the ability to implement  incremental  billing to enable
differential  charges for usage based upon usage  patterns that impact  resource
management.
         In an  increasingly  automated  age,  utility  companies  must adapt to
technologies that have the potential to increase their productivity and level of
customer  service.  Automating meter reading is one of the principle  methods by
which utilities can positively transform their operations.
         The following table  illustrates  the market  potential for the AirLink
system  in the U.S.  Over the next few  years,  the  Company's  objective  is to
achieve  at least 5% market  penetration,  based  upon  these  statistics  (U.S.
Census, 1990).
<TABLE>
<CAPTION>

                     Units                           Total Sales Value     County Sales Value
<S>                <C>                <C>              <C>                     <C>      
Water              85,548,158         27,659           6,843,852,629           2,212,691
Natural Gas        51,651,942         16,700           4,132,155,335           1,335,970
Electric          100,628,493         32,534           8,050,279,406           2,602,741
Total             237,828,593         76,893           19,026,287,370          6,151,402

---------------- -------------- ------------------- -------------------- ----------------------
</TABLE>

AirLink Technology and Product
         The discussion of  Greenland's  AirLink  network is best  introduced by
asking the  reader to ignore  some  pre-conceived  notions  related to  wireless
communications  and  networking.  The key to the AirLink  network is Greenland's
patent-pending radio frequency (RF) technology.
         The AirLink  wireless  meter reading  network is made up of essentially
two parts:  (1) the meter reading  device that is installed on the utility meter
itself, and collection computers,  which are located at intervals throughout the
service area. The system takes a "picture"  (electronically or optically) of the
meter's  output,  creates a digital  "packet" of the actual meter  reading,  and
transmits the data to the collection computer. The data is then available to the
utility company to incorporate into their existing  computer systems for billing
and  statistical  analysis.  (A database  software  interface  is  provided  for
virtually  any  system.)  The meter  reading  device is easy to  install  and to
maintain. Most installations are estimated at 10 minutes in duration.  Greenland
recommends a project  management  change-out  approach,  which calls for a meter
shop "bench" retrofit installation. 
<PAGE>
Meter Reading Device.
         AirLink  meter  reading  devices are  available for any kind of utility
meter.  Circuitry is provided to capture data from the meter and to translate it
for digital  transmission.  The major  components  include a transmitter  with a
specialized,   horizontally  polarized  antenna;  receiver;  power  supply  with
supercapacitor (battery); an internal computer to translate data; and memory for
storage of data.  One version of the device also includes  optics and associated
circuitry to take a digital picture of the meter face for transmission.
         Electric and gas meters are read via sensors, which detect the rotation
of moving parts inside the meter or the  register of the meter  (depending  upon
the type of meter to be  automated).  The most common  AirLink  application  for
electric  meters  includes a sensor  circuit that  includes a  photo-transistor,
which  consists of an optical  detector and a light  emitting  diode (LED).  The
emitter is mounted  above the meter disk,  and the  detector  below.  The output
voltage  decreases  in the absence of light,  and  increases  in the presence of
light,  caused by the  alignment  hole in the meter disk passing in front of the
sensor. Output is fed into an automatic level control (ALC). This circuit offers
automatic  adjustment of its trigger level to accommodate various light sources,
changes in ambient light, or optical sensor misalignment.  When a hole passes in
front of the  sensor,  an abrupt  change in  voltage  occurs,  which  triggers a
"read".  If the ambient light slowly  changes (sun coming up, going down,  cloud
passing over, etc., the detector's input will change with it, without triggering
the output. A system of measurement  established by the International  System of
Units is the basis by which the AirLink device is calibrated.
         The  AirLink  meter  reading  device is designed to last for many years
without the need for repair or replacement.  It is powered by line voltage and a
supercapacitor.  Water meter reading  devices use power derived from  inductance
through the water pipes upon which a home's electricity is grounded.  The device
uses  its  own  battery  (recharged  by the  inductive  loop)  to  power  signal
transmission.  Natural gas meters are powered with a long-life  lithium  battery
that must be changed every three to five years.
         The meter  reading  device has its own  computer  circuitry,  including
memory,  in order to save data for up to 42 days to provide  redundancy of data,
and to insure against data loss due to vandalism, power outage, etc.
Communications.
         The AirLink system addresses two main  technological  issues related to
automating  the process of meter  reading:  (1) meter  reading  accuracy and (2)
communications integrity.
         Greenland's   patent-pending   communications   protocol   and  antenna
technology  will enable  utilities  to receive  data from  millions of meters in
short periods of time.  Issues related to data  compression and signal integrity
have been  solved.  At present,  the  following  communications  parameters  are
provided  with the  AirLink  transmitter  located at each meter:  The  Company's
patent  applications  relate to the modulation and filtering of digital signals,
more particularly binary data signals. AirLink is a 2-way system.
         The AirLink system provides for  communications  both to each meter and
from each meter back to its local collection station. The system

<PAGE>
polls  each  meter and each  meter  scans  for a clear,  open  channel  prior to
transmission of data to collection units.  AirLink's proprietary  communications
protocol  enables the system to function  efficiently and  effectively,  even in
high density RF traffic.
         There are a number  of  additional  benefits  to this  2-way  solution.
Value-added  enhancements  can be added to the AirLink system as it communicates
bi-directionally.  These  might  include  the  ability to  remotely  activate or
deactivate nodes on the system, reading multiple meters at each location, etc.
         A data signal  consists of elements  whose  amplitudes are not suitable
for  transmission  via a  radio  channel.  This is the  reason  why,  in  common
practice,  "modems" are used to transform these data signals for transmission on
a modulated carrier wave and demodulated  after reception.  While it is possible
to transmit this data via radio with  standard  modulation  techniques,  a large
amount of bandwidth is required. For example, FSK technique requires 1 megahertz
of bandwidth to send 500 kilobytes per second of digital data.
         The  AirLink  system  provides  for digital  transmission  over a radio
channel that will NOT require a modem and requires  only ONE TENTH the bandwidth
over other well-known  modulation  techniques.  Furthermore,  AirLink provides a
digital modulation system where none existed before at a cost considerably below
other techniques. 
Cell Site Data Collection/Transmission.
         Collection computers are arrayed strategically as "cell sites" in order
to receive data from each meter and to transmit the data to the central computer
at the utility's billing office.
         Each  stop in the data  network  has its own  requirements  in order to
provide accurate,  redundant information on resource usage.  Utilities will find
the  system  useful in saving  reading  costs  and in the  increased  management
reporting capabilities provided by an AirLink network.
         A data  accumulator  is built-in to the system to enable the collection
of load  management  information.  The system can provide  separate  daily usage
levels for each of up to 5 previous  days and stores data related to highest and
peak demand data. The system allows  utilities to incorporate  time-differential
billing by segregating data into hourly (or sub-hourly) periods.
         The AirLink  device at the meter also includes  circuitry  that detects
power  interruption.  In the event of a power  failure or tampering at the meter
site,  the system will  immediately  transmit such status  within  seconds of an
event. A number of safeguards and security  features are incorporated to enhance
performance,  reliability,  and maintenance.  Internal diagnostic circuitry will
detect  low power and  communications  errors.  Each  receiver  cell site may be
linked to transfer the collected data to the main billing  office,  or collected
data may be  transferred  by other methods such as telephone  link,  memory card
swap, or mobile RF links, as illustrated: Water and Gas.
         Greenland's  AirLink  system can be  deployed  for use in water and gas
meter applications. The technology is designed to meet the special technological
and  environmental  challenges that are faced by water and gas utilities.  Water
meters, in particular, are generally located below ground, in dark, inhospitable
conditions,  without  readily  available  power or  communications  links.  This
presents  unique  difficulties  in automating  data transfer.  Gas meters do not
provide an accessible power source;  battery power is the only available option,
which requires the use of advanced technology to eliminate the need for frequent
change out of batteries.
         The  AirLink  solution  for water and gas is, at  present,  incomplete;
several  options are  available and under study.  The Company is also  exploring
joint ventures with meter  companies in order to marry AirLink  technology  with
existing industrial solutions to metering of water and gas utilities.
     Greenland's  AirLink  system  can  be  deployed  for  use  in  water  meter
applications.  The technology is designed to meet the special  technological and
environmental challenges that are faced by water utilities.

Competition
         The AirLink wireless meter reading network will significantly  increase
a utility's ability to manage its resource consumption by providing  information
that is not readily  available  through existing  metering  technology.  AirLink
technology provides improved resource management, time-of-use (TOU) information,
better peak-demand monitoring, and security. Its ability to provide differential
billing,  and providing  real-time usage information for public (PUC) reporting,
has the potential of further reducing overall costs for the utility.

<PAGE>
         The competitive matrix below is provided to measure AirLink against its
most significant competition.
<TABLE>
<CAPTION>
                                                AIRLINK             ITRON             CELLNET

<S>                                          <C>                <C>               <C>
Fixed network RF system                           YES                YES                YES
Price per data point (estimated)                  $60                $80+               N/A
Terms of sale                                     Sale               Sale          Per Read Only
2-way communications to end-point [meter]         YES                 NO                 NO
Integration of electric, gas, water               YES                YES              PARTIAL
Maximum signal distance - point to point        18 MILE          1/2 MILE          1/2 MILE
Data throughput (maximum)                     100,000 bps         9,600 bps          9,600 bps
FCC Part 15 (low power)                           YES                YES                 NO
FCC Part 90 (high power - licensed)               YES                 NO                 NO
FCC licensed frequency (utility-owned)         AVAILABLE              NO                YES
Retrofit of "existing" installed meters           YES                 NO                 NO
Reading accuracy                                Min. 99%           UNKNOWN            UNKNOWN
Wide area network compatibility                   YES              UNKNOWN              YES
Database software requirements                OPEN SYSTEM        PROPRIETARY        PROPRIETARY
Network management software requirements        INCLUDED            EXTRA             INCLUDED
Distribution automation (SCADA)                  ADD ON               NO              UNKNOWN
Remote connect disconnect                       PLANNED               NO                 NO
kWh metering                                      YES                 NO                YES
Time-of-use metering                              YES                YES                YES
Remote reconfiguration                            YES              UNKNOWN            UNKNOWN
Demand metering                                   YES                YES                YES
Real-time tamper detection                        YES                 NO              UNKNOWN
Outage detection                                  YES                YES                YES
Reactive kVARh                                    YES              UNKNOWN            UNKNOWN
1[phi] and 3[phi] meters                          YES              UNKNOWN            UNKNOWN
-----------------------------------------  ------------------ ------------------ ------------------
</TABLE>

Fixed Network RF System - Each of the systems listed in the  Competitive  Matrix
are fixed wireless  networks.  Comparisons  are made between AirLink and the two
most widely  discussed  competitors,  Itron and CellNet.
  Price Per Data Point -
AirLink  pricing,  at this  time,  is $60 per  meter in order to  retrofit  each
electric meter with AirLink electronic circuitry.  Itron sells units for $80 and
above,  most  requiring  a  new  meter  to be  installed  to  accommodate  Itron
electronic components.  CellNet does not quote pricing for sale as the system is
available only to utilities under long-term  (10-15 years) contracts under which
CellNet  bills the utility  for each  "read" of a meter in the system.
  Terms of Sale -
AirLink  is made  available  for sale to  utilities.  Greenland  charges
additional fees for ongoing technical and operations support.  Itron systems are
also  available  for  sale to  utilities.  CellNet  is  available  only  under a
pay-per-read billing structure. 
  Integration of Electric, Gas, and Water Meters -
The AirLink system will enable the integration of all utility meters, as well as
other sensing devices, in an integrated 2-way system.  Generally,  gas and water
meters,  which require  battery  power for AirLink,  can be configured to report
over short distances to the electric meter. In competitive  systems,  all meters
can be integrated;  but these systems require direct transmission from the water
and gas meter to a central  collection  point,  requiring more power consumption
and less efficiency.  
<PAGE>
  Signal Distance - Meter to Collection Station -
AirLink  is  installed  using  the  FCC  Part 90  communications  specification.
Frequencies under Part 90 are licensed by the FCC. These licenses are granted by
Regional  Coordinators  and only a small  filing fee is  required  to secure the
license  in any  particular  service  territory.  AirLink  is unique in that the
network can be "tuned" to most available frequencies.  Itron functions under FCC
Part 15 - a low power solution that is prone to severe signal  interference.  At
Itron's data rate, there are severe  limitations as to the number of data points
(meters) that can be served under this scheme. CellNet,  alternatively,  deploys
their  system  under a  licensed  frequency.  However,  the link  between  field
collection stations and the meters is FCC Part 15. AirLink, under Part 90, using
5 watts of power, is estimated to provide coverage of up to 18 miles radius from
data point to collection point. Competitive systems are limited to approximately
1/2 mile.  In  situations  in which  AirLink is  deployed  under Part 15 (due to
unavailability  of a licensed  frequency under Part 90), AirLink will provide up
to 3 miles of coverage.  The high data rates  (throughput) of the AirLink system
enables the system to accommodate large numbers of meters.
  Data  Throughput - 
The AirLink  system  sends data  packets at a maximum  rate of 100,000  bits per
second as  compared  to 9,600  bits per  second  for  competition.  The speed of
transmission  enables  AirLink to  accommodate a far greater number of meters in
the system. Under Part 15, this is particularly  important since FCC regulations
require that the user of the frequency  avoid  dominating the airwaves.  Under a
Part 15  deployment,  AirLink is designed to "read"  6,000 meters in 90 seconds.
Under Part 90,  AirLink is designed  to read 500 meters per second.  The Part 90
system will serve 450,000 meters if charged with reading meters every 15 minutes
(1.8  million if reading  once per hour).
  FCC Part 15/FCC Part 90 - 

FCC Part 15 mandates that devices accept interference from any other device and,
at the same time, avoid  interfering with other devices.  In order to meet these
requirements,  Part 15 devices use very low power levels for data  transmission.
Traditional,  slow transmission data rates complicate the challenge because only
small  amounts  of data can be  transferred  in  order  to  avoid  interference.
Additionally, data is often corrupted and the system must be designed to account
for inconsistencies and inaccuracies.  Part 15, therefore, presents considerable


<PAGE>
challenges  when  designing a system that must  accurately  read meters and then
transmit  such data to a central  station  for use by a utility  for billing and
analysis.  Part 90  enables  the use of higher  power,  which  provides  greater
transmission length. But the fundamental benefit of Part 90 over Part 15 is that
a dedicated,  licensed frequency is made available to the user, which eliminates
the challenges of  interference  of data. In a 2-way system such as AirLink,  it
allows for the system to poll each data point and to confirm  the  reception  of
information (including reads, status, etc.)
 FCC Licensed  Frequency - 
AirLink is deployed using a licensed  frequency under Part 90. These allocations
can be made by  Frequency  Coordinators  from the FCC and are  awarded for small
filing fees. CellNet uses alternative licensed  frequencies,  which are acquired
from the FCC under fee  arrangements  that can add up to  considerable  expense.
AirLink is deployed  entirely on the  allocated  frequency  as a polled  network
(point-to-multipoint,    multipoint-to-point,    and   point-to-point).   Other,
competitive AMR systems (such as CellNet) use the licensed frequency as a system
backbone, connecting collection cell sites to the main office. However, in these
deployments,  the individual  meters are connected to the collection  cell sites
via an unlicensed Part 15 signal.
  Retrofit  of Existing  Installed  Meters - 
The  AirLink  system is  designed to retrofit  most  existing  electric  meters.
Solutions  are in process for both water and gas meters.  The benefit to this is
that the utility's existing investment in meters is protected.  Moreover, all of
the standard  single phase  (residential)  meters in the system are  transformed
into time-of-use  meters  (generally  limited to industrial use). In competitive
systems,  special meters are required in order to provide network  connectivity,
which can add substantially to the cost of deploying an AMR network.
  Reading  Accuracy - 
Naturally,  reading accuracy is a critical component of an AMR system. AirLink's
delivery  specification  is to read meters with a minimum of 99% accuracy.  (The
industry  standard,  at this time, is approximately  98%.) Our  understanding is
that, today,  many AMR systems have problems in providing  accurate reads due to
design irregularities which may require re-calibration of meters, which would be
an unacceptable condition to most utilities.
   Wide Area Network (WAN) Compatibility -
AirLink is compatible with other systems via RS-232 serial  interface (input and
output).  In situations  where the network must be  interconnected  with others,
this interface is generally suitable and reliable.  Other,  competitive systems,
which have  proprietary  interfaces may not be compatible  with other  networks,
such as telephone, fiber-optic cable, cellular, etc.)
   Database Software Requirements -
AirLink is an "open"  system.  All data is fed to a flat-file  database  that is
accessible  to other  system  software  (such as billing  systems) in use by the
utility.  No special  software  interfaces  are  required  to access the AirLink
database.  Alternative  systems  generally  require a  custom-designed  database
structure.  Itron, for example,  charges an additional  $200,000 for software to
run their network.
<PAGE>
  Network Management Software Requirements - 
AirLink  provides,  as part of its overall  system,  software  to enable  system
management in conjunction with the database.  This software is primarily used to
create and transmit commands (read,  status, etc.) to each data point (meter) in
the  system.  It will also  manage the  protocol  that polls  meters and reports
anomalies in meter status (power interruption,  etc.) The basis of this protocol
is that there are 10,000 data  "slots" per second;  1,000 slots are reserved for
meter reads.  Other slots are available  for status  changes,  etc.  Competitive
systems charge large fees for software  interfaces that may also require special
billing and management report software.
  Distribution Automation (SCADA) - 
The AirLink  system enables  utilities to use its  components  for  distribution
automation (SCADA) applications,  including monitoring switching stations,  load
management,  etc. Each AirLink module that is deployed for this purpose  becomes
an  individual  data point in the system  and is managed by the  network  with a
specific protocol and command structure. Competitive systems do not provide this
feature as they are specific to meter reading only.
  Other  Features -
AirLink  provides a number of other  features and  functions;  some of which are
unique and others which are  competitive.  (See matrix).  These  include  remote
connect/disconnect  of  meters,  remote  configuration  of data  points,  demand
metering,  tamper  and outage  detection  and  advanced  metering  features  for
large-scale industrial users.

GAM Properties

         Greenland,  through its  wholly-owned  subsidiary,  GAM,  has  acquired
ownership and operates fifteen real estate  properties in the Pacific  southwest
part of the U.S. These properties  consist of residential and commercial  rental
units and undeveloped  land. Most of the Company's rental properties are located
in the San  Diego,  California  area,  and are  rented  on a  month-to-month  or
six-month  lease  basis.  The Company  acquired  one property in fiscal 1996 ( a
single-family  residence in Temecula,  California).  Other properties outside of
San  Diego are a  condominium  in  Mammoth  Lakes,  California  and 102 acres of
undeveloped commercial/industrial land in Tucson, Arizona.
         GAM owns and operates the following properties,  with average occupancy
of over 90%:

          3200  Adams  Avenue,  San  Diego,  California.   This  property  is  a
          professional  office  building  located  in the  heart  of the  Normal
          Heights  commercial  district.  Anchor tenants include a laundromat on
          the ground floor,  and a dental  office  upstairs.  Tenants  include a
          doctor,  restaurant,  hair salon, food store, and other professionals.
          The  building  has 5,329  square feet of office space and 2,052 square
          feet of  storefront.  The property is over 81%  occupied.  Most of the
          units are leased,  with some  expirations  ranging  from April 1997 to
          July 1997. Three small units are leased on a month-to-month basis. The
          interior of the building was renovated during fiscal 1996.

          Mammoth  Lakes,  California.  This  property  is a resort  condominium
          located in Mammoth  Lakes,  located in the high Sierras of California.
          The property is a  2-bedroom,  2-bath unit with a den that can also be
          used as a third bedroom.  Amenities  include  underground  parking and
          built-ins.  It is  located  within  walking  distance  of the main ski
          village.  Mammoth Lakes is a year-round resort destination for skiers,
          hikers,  backpackers and fishermen.  The property is rented at present
          on a month-to-month basis.

          2715 44th Street,  San Diego,  California.  This  property is a single
          building with eight (8) rental units, located in East San Diego. These
          are all  "studio"  rentals for  singles and couples and are  currently
          100% occupied.

<PAGE>
          4582 Bancroft Avenue,  San Diego,  California.  This property contains
          seven  apartment  units in a single  building of  approximately  5,600
          square feet. It is centrally  located near the Mission  Valley area of
          San Diego. It is 100% occupied at this time.

          2536 Third Avenue, San Diego, California [4 properties]. This property
          consists  of  four  townhome  units  in a  single  8,200  square  foot
          building,  located in an active  area for real  estate.  It is located
          close to downtown San Diego and major shopping  areas. It is currently
          100% occupied.

          2135-39 Grand Avenue,  San Diego,  California.  This property contains
          three units in two  buildings  containing  approximately  2,100 square
          feet.  This is a beach  property,  with plans for  redevelopment  into
          townhouse units. The property is 100% occupied.

          2016-18  Balboa and 2015-17  Hornblend,  San Diego,  California.  This
          property  consists of four units of  approximately  2,200 square feet,
          with  each  unit  having  its own  yard.  The  property  is zoned  for
          commercial  use with a 100 foot  frontage  on a main  traffic  artery,
          serving  the  Pacific  Beach area of San Diego.  The  property is 100%
          occupied.

          4808-10 Lantana Street, San Diego, California.  This property contains
          two apartment units of  approximately  1,300 square feet. The property
          can be further developed for an additional four units. At present, the
          property is 100% occupied.

          565 West  Chase,  El Cajon,  California.  This  property  contains  23
          apartment units of two bedrooms, two baths, in five buildings, ranging
          from 950 to 1,100 square feet with approximately 25,000 square feet of
          rental  space.  Each  unit  has a yard  and  off-street  parking.  The
          property has a swimming  pool,  laundry  facilities,  and a children's
          playground.  The  property is 93%  occupied.  One and one-half (1 1/2)
          units are provided,  rent-free, in exchange for services of a resident
          manager and assistant manager.

          4027-31 Hamilton Street, San Diego, California. This property contains
          a 3-bedroom,  2-bath house and seven apartment units with a mix of one
          and two bedrooms with a view of downtown San Diego,  in  approximately
          5,400  square feet.  An exterior  renovation  was  performed in fiscal
          1996.

          30070 Pechange Drive, Temecula,  California.  This property is an 1100
          square foot  single-family  residence (3 bedroom,  2 bath) with 2- car
          garage.   It  is   located  in  a   park-like   setting  in  a  newer,
          well-maintained neighborhood. The property is leased; the occupant has
          an option to purchase the home for $107,000.

          Tucson  Land.   The  Company   holds,   through  a  recorded   option,
          approximately  102  acres of  commercial/industrial  land  outside  of
          Tucson.  At  present,  management  is  working  on a plan to sell this
          property as it has determined that it will not pursue development. The
          property  is  booked  in  the   Company's   financial   statements  at
          approximately  45% of the net  value of the land as  reflected  in the
          most recent independent appraisal.
<PAGE>
          GAM's  business  is such that it's real  estate  holdings  change from
          time-to-time.  GAM  continues  to work on  optimizing  its  portfolio.
          Several of its existing  properties  operate at either break-even or a
          small  loss  depending  upon the  state  of the  market  in which  the
          properties are located. While GAM provides an important asset base for
          Greenland,  there can be no assurance that GAM will provide a positive
          income stream in the near future.  Management continues to explore its
          options as to the future of its real estate holdings.

Employees
         Including its officers,  the Company  presently employs seven full-time
employees,  five  (5) of  whom  are  primarily  engaged  in  administration  and
marketing; two (2) in engineering and AMR product development.  The Company uses
independent consultants for a variety of tasks, including shareholder relations,
property management, and engineering.

Item 2.
Description of Property
         Greenland and its  subsidiaries  currently occupy  approximately  7,500
square feet of office space  comprising the entire fourth floor of 7084 Miramar,
San Diego,  California  92121.  The Company  entered  into a  three-year  lease,
commencing  January 1, 1997,  with  three (3)  three-year  options to extend its
tenancy.  During the first  year of the  lease,  the  Company  has been  granted
reduced rent while it occupies only approximately 5,700 square feet.

<PAGE>
         The table below illustrates the value,  mortgages,  equity,  annualized
rental  income,  and occupancy of each of the GAM  properties as of December 31,
1996.
<TABLE>
<CAPTION>
                                         Current                                           Annual
Property                                  Value           Mortgage         Equity          Rental             Occupancy
--------                                  -----           --------         ------          ------             ---------
<S>                                     <C>               <C>            <C>             <C>                        <C>
3200 Adams Avenue                       $     946,500     $    742,000   $    204,500    $     93,900               81%
Mammoth Lakes                                 145,000          100,000         45,000          14,600              100%
2714 44th Street                              233,000          212,600         20,400          28,400              100%
4582 Bancroft                                 390,000          280,400        109,600          39,600              100%
3635 Third Avenue                             868,200          506,900        361,300          53,300              100%
2135-39 Grand Avenue                          355,000          245,500        109,500          24,800              100%
2016-18 Balboa + 2015-17 Hornblend            385,000          278,700        106,300          25,700              100%
4808-10 Lantana                               125,000           91,500         33,500          12,600              100%
565 West Chase                              1,350,000          853,100        496,900         160,800               93%
4027-31 Hamilton                              420,000          304,400        115,600          55,200              100%
30070 Pechanga                                107,000           73,000         34,000           9,000              100%
Tucson, Arizona property                    2,515,000          500,000      2,015,000             N/A
                                           ----------       ----------     ----------        --------               N/A
                                         $  7,839,700     $  4,188,100    $ 3,651,600     $   517,700
                                           ==========       ==========     ==========        ========
------------------------------------ ---------------- ---------------- --------------  --------------  ----------------
</TABLE>

The values above reflect management estimates of market value without accounting
for depreciation. See financial statements.
--------------------------------------------------------------------------------
Item 3.
Legal Proceedings
         The  Company's  officers and  directors  are aware of no  threatened or
pending  litigation which would have a material,  adverse effect on the Company.
(Also see, Notes to Consolidated Financial Statements.)

         The Company sued former  consultants  for fraud and  misrepresentation,
among other things, related to the transfer of IVDS licenses to the company; and
settled the suit in March 1997 by which the shares it paid for these assets, and
additional shares for other damages, were cancelled.  These consultants had also
filed suit  against the company  for $77,000 for monies they  believe  they were
owed.  The  settlement of the lawsuit did not call for the payment of any monies
by Greenland.

         As part of the above lawsuit,  the Company also sued Signature Leasing,
LLC ("Signature"),  a commercial leasing company, and its management.  Greenland
holds a 49% equity interest in Signature. The settlement agreement calls for the
cancellation of all shares issued to Signature  management.  Greenland continues
to pursue its  interests in Signature  and to determine  the status of Signature
operations and financial condition.
<PAGE>
         In  February  1997,  the  company  settled a lawsuit  filed by a former
consultant related to its abandoned (in 1995) beverage  operations.  The Company
issued 80,000 shares of its common stock,  which had been committed  previously;
and paid $6,500 in cash in settlement of all claims.

Item 4.
Submission of Matters to a Vote of Security Holders
         None.

PART II

Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters

         The Company's  common stock is traded in the  over-the-counter  market,
and quoted on the  Electronic  Bulletin  Board.  The Company's  common stock has
traded,  during the fiscal year ended  December 31, 1996 between $0.21 and $5.12
per share.  The number of shares of record of common stock,  $.001 par value, of
the Company was 15,214,460 at December 31, 1996. The Company has not yet adopted
any policy regarding payment of dividends.


                                       Low             High
Quarter ended Mar.31         $        4.20    $        5.12
Quarter ended Jun.30                  0.38             4.75
Quarter ended Sep.30                  0.22             0.50
Quarter ended Dec.31                  0.21             0.43
--------------------------  --------------  ---------------

<PAGE>
Item 6.
Management's Discussion and Analysis or Plan of Operation
         The  following   discussion   pertains  to  the  Company's  results  of
operations and financial condition as of the end of and for each of the years in
the two year period  ended  December  31,  1996.  The Company  consolidates  the
operations its GAM subsidiary.
         Greenland's strategy is grounded in bringing a new class of information
gathering  and  communications  systems to the utility  industry.  The Company's
products  provide  significant  added  value to  utility  service  through  cost
savings, resource management, security, and management intelligence. The AirLink
system is a highly  sophisticated  electronics  hardware and  software  product.
Completion of product  development and test has required  ongoing  investment in
engineering,  research  and  development,  market  research,  and initial  sales
efforts.
         The Company has invested considerable time and effort in development of
the concept,  assembling a development  team,  analyzing  the market  (including
field  research),   planning  the  business,  creating  prototype  devices,  and
contracting for the installation of pilot systems at utilities.
         Greenland's  marketing  strategy is based upon providing  products that
can  easily  be  adapted  to  address  a number  of  different  utilities  while
simultaneously providing for individual customer requirements.  The Company uses
a direct sales approach (as opposed to third-party  distribution)  in its effort
to place its  products in the  market.  Marketing  support is  provided  through
public relations and  participation in selected  industry  conferences and trade
shows.
         Initial sales strategy  relies heavily on building  relationships  with
utilities (especially electric utilities for whom an AirLink solution is readily
available)  and providing  100-unit  pilot  systems.  Initial  response has been
positive and the Company believes that this  promotional  strategy will serve to
reduce the time from initial contact to full deployment of systems.
         The Company  owns a 49% interest in  Signature  Leasing,  LLC, a Nevada
Corporation ("Signature"). Signature is a commercial leasing company The Company
does  not   consolidate  the  operations  of  Signature  as  it  is  a  minority
shareholder.  (Also see Legal Proceedings and Consolidated  Financial Statements
and Notes to Financial Statements.)

Results of Operations
AMR Sales
         Revenues from pilot projects  totaled $40,000 in fiscal 1996. There was
no such revenue in the previous fiscal year as AirLink was still in research and
development.

Rental and Other Income
     Rental and other income  totaled  $502,534 for the year ended  December 31,
1996 as compared to $452,315 for the prior  fiscal year,  an increase of $50,219
or 11%.  The  increase is  attributable  to an increase in the  occupancy of the
properties and the  reconfiguration  of its mix of properties  during the fiscal
year.
<PAGE>
Expenses
         General and  administrative  expenses  for the year ended  December 31,
1996 were  $790,573  as compared  to  $300,253  in fiscal  1995,  an increase of
$490,320 or 163%.  This increase is  attributable  to increased costs related to
management and operations of the Company, particularly in support of its AirLink
technology and products.
         Depreciation  expense  was  $147,878  for fiscal  1996 as  compared  to
$188,828 in the previous  fiscal  year,  a decrease of $40,950 or 28%,  which is
directly attributable to changes in the composition of the Company's real estate
portfolio.
         Interest  expense  increased by $49,800 to $333,938 in fiscal 1996 over
the $284,138 of interest expense in fiscal 1995; an increase of 17.5%,  which is
attributable to changes in the Company's real estate operations and the terms of
mortgages payable on its properties.
         Property  taxes for the year  ended  December  31,  1996  were  $96,639
compared to $23,259 in the previous fiscal year; an increase of $73,380 or 315%.
The  increase is directly  attributable  to the  Company's  acquisition  of real
estate properties,  particularly the Tucson land, upon which value the taxes are
assessed.
         The  Company  has bad debts of  $59,668  in fiscal  1996 as a result of
determining  that Notes  Receivable,  which were  acquired in its December  1995
acquisition of ICAN, were judged as uncollectible.

AirLink Operations
         The  Company  continues,  as its main  business  activity,  the ongoing
development  and marketing of its AirLink  automated  meter  reading  system for
utilities.  The Company introduced  AirLink,  for the first time, in June at the
American Meter Reading Conference ("NMRC") in Sacramento, California. During the
course of fiscal 1996, the Company  entered into  agreements to install  AirLink
pilot systems in Oregon,  Utah, and Connecticut.  One installation  (Oregon) was
completed,   using  interim  technology,  to  generally  positive  results.  The
technology has since been upgraded and  installation is planned for April,  1997
in Utah and Connecticut.  Additionally,  the Company has subsequently contracted
for a second Oregon test to take place in April or May, 1997.  AirLink  revenues
are offset by expenses of parts, travel, and administration.

Real Estate Operations
         Rental  revenues  increased  moderately  over  the  previous  year  due
primarily to increased  occupancy rates in fiscal 1996. The Company  experienced
near break-even cash flow, on a monthly basis, from its rental properties during
fiscal 1996.  Notwithstanding  management's  belief that its gross rental income
will  increase in fiscal 1997,  the Company  continues to reduce its debt on its
properties and looks to continue to restructure its portfolio.

<PAGE>
         During fiscal 1996, the Company  continued to upgrade and renovate some
of its properties, including Adams Avenue, and Hamilton Street.
         In fiscal 1996,  the Company  acquired one  property,  a  single-family
residence in Temecula, California. The transaction was accomplished with created
notes. At close of escrow, the Company received  approximately  $68,000 in cash,
which was used for general corporate purposes.

Liquidity and Capital Resources
         The Company's total assets  decreased by $739,796 or 8.4% to $8,054,316
in the year ended  December 31,  1996.  This  decrease was due  primarily to the
rescission  of the December 1995  acquisition  of IVDS  licenses.  The Company's
total liabilities decreased $206,084 or 4.6% during fiscal 1996 due primarily to
the  transaction  related  to  the  IVDS  licenses.   Stockholders'  equity  was
$3,766,998  at December  31,  1996,  a decrease  of $533,712 or 12.4%,  also due
primarily to the above IVDS rescission.
         The Company had  negative  working  capital of $370,501 at December 31,
1996.  The  Company,  through a private  placement of its common  stock,  raised
approximately  $719,481  during fiscal 1996,  which was used for  operations and
general  corporate   purposes.   The  Company  continues  to  pursue  additional
capitalization  through private placement and other activities in order to raise
funds for ongoing  operations.  Discussions are ongoing with several  companies,
which could provide additional working capital for Greenland. However, there can
be no assurance  that the Company will be successful in  negotiations  to obtain
such assistance.


Item 7.
Financial Statements  and  Supplementary  Data 

          See index to financial statements included herein.

Item 8.
Change  in and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure
                                      None.

PART III

Item 9.
Directors,  Executive Officers,  Promoters and Control Persons,  Compliance with
Section 16(a) of the Exchange Act
<PAGE>
Item 9A.
Executive Officers of the Company
<TABLE>
<CAPTION>

Name                         Age    Position                                   Period of Service
----                         ---    --------                                   -----------------
<S>                         <C>     <C>                                       <C>

Eric W. Gaer                  48    President, Chief Executive Officer,
                                    and Director                               Since December 22, 1995
Kevin Smith                   38    Chairman of the Board, Chief
                                    Financial Officer, and Director            Since September 30, 1994
Michael deDomenico            52    Vice President, Secretary, and
                                    Director                                   Since September 30, 1994
-------------------------  -------- -----------------------------------------  ------------------------------
</TABLE>

         The biographies of the Directors and Officers are set forth below.  All
Directors hold office until the next annual shareholders  meeting or until their
death,  resignation,  retirement or until their successors have been elected and
qualified.  Vacancies in the existing Board are filled by a majority vote of the
remaining Directors.
         Eric W. Gaer, 48, is President, Chief Executive Officer, and a Director
of  Greenland.  He  additionally  serves  as a  Director  of GAM.  He has  broad
experience in the general development and promotion of high-technology  products
and  services.  Mr. Gaer has more than 25 years of  professional  experience  in
high-technology  management and marketing. He has served in executive capacities
for  high-technology  firms such as Merisel,  Inc.,  Venture Software,  Daybreak
Technologies,  Inc.,  and  Personal  Computer  Products,  Inc.  Prior to joining
Greenland, Mr. Gaer was President and Chief Executive Officer of Integrated.  He
earned  his  Bachelor's  degree in Mass  Communications  from  California  State
University at Northridge.
     Kevin Smith, 38, is Chairman of the Board, Chief Financial  Officer,  and a
Director of  Greenland  Corporation.  Mr.  Smith is the past  President of Exten
Industries, a publicly traded company (OTC) in the biomedical industry. In 1992,
Mr.  Smith  founded  National  Air and Energy,  Inc.,  which is the marketer and
manufacturer  of a patented  thermal engine known as the Sunchaser  System.  Mr.
Smith spends predominantly all of his time with Greenland.
         Michael DeDomenico, 52, is Vice President,  Secretary and a Director of
Greenland Corporation and President of its GAM subsidiary.

<PAGE>
Mr.  DeDomenico has been in the real estate  business as a developer  since 1977
and is the founder and President of GAM. Mr. DeDomenico is a full-time  employee
of the Company.  He received his Bachelor's  degree from Cal Western  University
and his Master of Arts degree from Northern Arizona University.

Item 9B.
Compliance with 16(a) of the Exchange Act
         The Securities Exchange Act of 1934 requires all executive officers and
directors to report any changes in the  ownership of common stock of the Company
to the Securities and Exchange Commission and the Company. The management review
and representations indicates no reports were required to be filed in 1996.

Item 10.
Executive Compensation
         The  following  table shows the amount of all  compensation  earned for
services in all  capacities to the Company for the last two fiscal years for the
executive  officers at December 31, 1996.  Eric W. Gaer was appointed  President
and Director on December 22, 1995 and did not receive any compensation  from the
Company in fiscal 1995.  Additional  information is included by reference to the
Company's  definitive  proxy  statement  filed in accordance  with rule 14a-101,
Schedule 14A.
<TABLE>
<CAPTION>

Name and Position                            Year      Salary        Other         Total
-----------------                            ----      ------        -----         -----
<S>                                          <C>       <C>          <C>           <C> 
Eric Gaer, President, and Chief
Executive Officer                            1996         -         $ 46,950      $ 46,950
Kevin Smith, Chairman,                       1996         -         $ 39,500      $ 39,500
Chief Financial Officer, and Director        1995         -         $ 81,900      $ 81,900
Michael deDomenico,                          1996         -         $ 43,750      $ 43,750
Chief Financial Officer and Director         1995         -         $ 48,000      $ 48,000
-----------------------------------------  --------- -----------  ------------  ------------
</TABLE>

Item 11.
Security Ownership of Certain Beneficial Owners and Management
         At the closed of  business  on  December  31,  1996,  the  Company  had
15,214,460  shares  outstanding.  To the  best of the  Company's  knowledge,  no
persons are  beneficial  owners of five  percent  (5%) or more of the  Company's
shares. The ownership of the Company's common stock by management is included by
reference to the Company's  definitive  proxy statement filed in accordance with
rule 14a-101, Schedule 14A.
<PAGE>
Item 12.
Certain Relationships and Related Transactions
Kevin  Smith,  Chairman  and Chief  Financial  Officer has  advanced the Company
working capital.
(Also see Notes to Consolidated Financial Statements.)

Item 13.
Exhibits and Reports on Form 8-K List of documents filed as part of this report.

     Financial Statements
         Reference is made to the index to Financial  Statements under Item 7 in
Part II hereof, where these documents are listed.
     Financial Statement Schedules
         Reference is made to the Index to Financial  Statements under Item 7 in
         Part II hereof,  where these  documents  are listed.  All schedules not
         listed in the Index to Financial Statements under Item 7 in Part II are
         inapplicable   or  the   required   information   is  included  in  the
         consolidated financial statements or the notes thereto.
     Exhibits
     On June 26, 1996,  the Company  filed Form 8-K (and  associated  exhibits),
     related to acquisition  of automated  meter reading  technology  from Ariel
     Systems,  Inc., the divestiture of Ariel Systems as an 80%-owned subsidiary
     of  Greenland,  and the  engagement of Ariel Systems as a consultant to the
     Company. 

     On August 23,  1996,  the Company  filed Form 8-K  related to  management's
     discovery  of certain  information  related to  Interactive  Video and Data
     Services ("IVDS") telecommunications licenses.

     On  November  6, 1996,  the  Company  filed Form 8-K  containing  notice of
     certain changes in executive officers of the Company. Effective November 1,
     1996,  Eric Gaer  assumed the duties of chief  executive  officer and Kevin
     Smith assumed the duties of chief financial officer.
<PAGE>
     Offer of Settlement in letter to Manos Consulting from the Company counsel,
     Craig J.  Shaber,  dated August 9, 1995.  Incorporated  by reference to the
     Company's  Form 10-KSB  filed  February  7, 1996. 

     Agreement  for Exchange  related to the  acquisition  by the Company of the
     property  described in this Report as "Adams  Avenue",  between the Company
     and  G.M.E.  Properties,  Inc.,  dated  March  29,  1995.  Incorporated  by
     reference to the Company's Form 10-KSB filed February 7, 1996.

     Escrow  documents  with Mission  Valley Escrow for the  acquisition  by GAM
     Properties,  Inc. of properties  described in this Report as "Third Avenue"
     and "Mammoth",  between GAM Properties,  Inc. and G.M.E. Properties,  Inc.,
     dated  September 1, 1995.  Incorporated  by reference to the Company's Form
     10-KSB filed February 7, 1996.

     Option Agreement  related to the acquisition by the Company of the property
     described  in this Report as "Arizona  land",  between the Company and Loma
     Vista  Associates,  The Cali Group,  M.I.,  Limited,  Tucson,  B.P, John C.
     Federico, and Charlotte A. Bishop, dated December 28, 1995. Incorporated by
     reference to the Company's Form 10-KSB filed February 7, 1996.

     Settlement  Agreement  and  General  Release  between  the Company and John
     Mackay, dated December 29, 1995. Incorporated by reference to the Company's
     Form 10-KSB filed February 7, 1996.

     Notice of Special  Meeting of  Shareholders  held on December  22, 1995 and
     Proxy materials related thereto,  dated November 29, 1995.  Incorporated by
     reference to the Company's Form 10-KSB filed February 7, 1996.

     Recission Agreement related to the Company's  properties  described in this
     Report as "Yosemite", Hamilton Avenue", and "Bancroft", between the Company
     and  certain  principals  and  William R.  Bishop and Janet  Bishop,  dated
     December 4, 1995.  Incorporated  by reference to the Company's  Form 10-KSB
     filed February 7, 1996.

     Agreement  for Stock as  Compensation  for Pledged Note between the Company
     and Ronald Zinke and Phyllis Zinke, dated December 4, 1995. Incorporated by
     reference to the Company's  Form 10-KSB filed  February 7, 1996.  Letter of
     Agreement  between the Company and  Emerald  People's  Utility  District to
     install AirLink automated meter reading system, dated May 23, 1996.

     Letter of Agreement  between the Company and  Springville  City Electric to
     install AirLink automated meter reading system, dated September 2, 1996.

     Letter of Agreement between the Company and Third Taxing District,  City of
     Norwalk, to install AirLink automated meter reading system, dated September
     30, 1996.

     Escrow  documents  (Number  35473-A,  Mission  Valley  Escrow,  San  Diego,
     California)  related  to the  purchase  of  the  Company's  Pechanga  Drive
     property in Temecula, California, dated May 28, 1996.

     Standard  office lease between Shih Ching Chiang and the Company related to
     its principal office  facilities on Miramar Road in San Diego,  California,
     dated December 3, 1996.

     Settlement  Agreement  and Release  between  Gregory C. Manos and Greenland
     Corporation and Kevin G. Smith,  signed by the parties on March 4, 1997 and
     February 27, 1997, respectively.


     Settlement  Agreement  and Release of All Claims  between  Charles  Browne,
     HomeTech,  LLC, Superior Interactive Group, Inc.,  TechnoScape,  LLC, Susan
     Browne, Jay Shestak, Signature Leasing, LLC and Greenland Corporation, Eric
     Gaer, and Kevin Smith, dated March 20, 1997.
      (22)  List of subsidiaries of the Company

         The  Company  will  furnish  a copy  of  any  exhibit  to a  requesting
stockholder upon payment of the Company's reasonable expenses in furnishing such
exhibit.


<PAGE>
                                   EXHIBIT 10i

                          GREENLAND CORPORATION 4180 La
              Jolla Village Drive o Suite 315 o La Jolla, CA 92037
                     Phone: 619/458-4226 o Fax: 619/458-5947


May 23, 1996

Jeff Shields
General Manager
Emerald People's Utility District
33733 Seavey Loop Road
Eugene, OR 97405

Dear Jeff:

In response to our telephone  conversation  today,  the following  will serve to
outline an agreement  between Greenland and Emerald PUD for the field testing of
Greenland's AirLink(TM) automated meter reading system in your service area.

Below,  I have  listed  the  basic  points  of  agreement,  which  can  serve as
guidelines in developing a more specific protocol for the test.

Greenland will, with the assistance of Emerald staff, install its AirLink system
     to include up to 100  residential,  single-  phase  electric  meters in the
     Emerald PUD, which surrounds the city of Eugene, Oregon.

The  geographic  boundaries  (including  actual  meter site  selection)  will be
     determined during a site survey to be performed by Greenland and Emerald as
     soon as possible.  Greenland's preference would be to perform the test in a
     limited geographic configuration. However, our main interest is to exercise
     the  AirLink  system  so that  Emerald  can  determine  if the  system  can
     effectively be used to service its entire district.  We understand that the
     district  consists of approximately  550 square miles,  including area that
     includes hills and rural terrain as well as flat land.

Greenland's budget for the test is $10,000  without any requirement for payments
     to be made by Emerald. We believe that this will be sufficient to build and
     install  AirLink  components  and to support  staff  assigned to manage our
     contributions to the project.  Should Emerald requirements prove unusual or
     exceptional,  Greenland  will so inform  Emerald and Emerald shall have the
     option to offset additional  expenses or to adjust its requirements to suit
     the original budget.

Greenland will assign two (2) senior staff members to the project.  Robert Hunt,
     Greenland's  Director of Product Development will be assigned as manager in
     charge; Mike Morgan,  Greenland's  Director of Engineering will be assigned
     to deal with  technical  matters.  They can be  reached  directly  at Ariel
     Systems  (facilities  contracted for by Greenland) at (619)  598-7222;  Fax
     (619)  598-7227.  Eric  Gaer  will be the  principal  business  contact  at
     Greenland.  We will need a list of  personnel  to be assigned by Emerald to
     the project.
<PAGE>
It   is our collective  objective is to begin the  installation  and test of the
     system in  mid-July  of this year.  The test  should run for a period of 60
     days during  which meters will be read two (2) times daily (one during peak
     usage, one during off-peak usage).

Emerald will  provide all the  requisite  office  infrastructure  to  accomplish
     compilation of data provided by the AirLink system. We expect that a single
     desktop PC computer will be adequate.  Additional support includes, but may
     not be limited to, the following:

         Roof access at main office for  collection  antenna  Cable  access from
         roof to desktop computer
         Power pole access  (subject  to site  survey) to place  collectors  and
         transponders  Staff support to assist in meter installation and ongoing
         maintenance (if required)  Transportation  support during  installation
         and maintenance  Database support so that Greenland can provide data in
         "your" format

Emerald will provide certain pre-test support as follows, as soon as possible:

         Samples  of meters  to be  retrofitted  for the test Maps and  proposed
         meter and collector sites Suggested  management  reports using the test
         data to be developed Database design information (as required)

Greenland and Emerald  understand  that the data to be compiled  during the test
     period will be used in a Utility  Forum-  sponsored  workshop to be held in
     May, 1997, at which time Greenland will be presenting its findings.

AirLink system  components  will be the property of Greenland,  but will be made
     available to Emerald,  at their request,  for purchase at Emerald's option.
     Naturally, Greenland is interested in selling its AirLink system to Emerald
     for a system-wide build-out should the test period prove that the system is
     suitable for and desirable to Emerald.

                                  Exhibits - 1

<PAGE>
     However, Emerald will be under no obligation to purchase the AirLink system
from Greenland.

Jeff, I hope the above is a  satisfactory  outline for our test.  If so,  please
sign this in the space  provided below and fax it back to me. We have prepared a
press release for distribution  next week announcing the test, which is attached
for your review.  Should you have any changes,  please make them and return them
by fax as soon as possible.

All of us at Greenland  look forward to our start date and beginning the process
to deploy our system in your  district.  As soon as possible,  let's  arrange to
have  our  respective  staffs  begin  talking  so  that  we can  begin  planning
immediately.
Should you have any questions, please don't hesitate to call me.

Best regards,

ERIC W. GAER
President

EG:yt
Encl.

APPROVED:


[SIGNED]__________________________                   May 28, 1996____
Jeff Shields, General Manager                        Date
EMERALD PUD

                                  Exhibits - 2


<PAGE>
                                   EXHIBIT 10j



                          GREENLAND CORPORATION 4180 La
              Jolla Village Drive - Suite 315 - La Jolla, CA 92037
                     Phone: 619/458-4226 - Fax: 619/458-5947

September 2, 1996

Guy Chang
Springville City Electric
909 E. 400 S.
Springville, UT 84663

Dear Guy:

The  following  will  serve  to  outline  an  agreement  between  Greenland  and
Springville  City  Electric,  for the field testing of  Greenland's  AirLink(TM)
automated  meter reading  system in your service area.  Below, I have listed the
basic points of  agreement,  which can serve as  guidelines in developing a more
specific  protocol  for  the  test.  Greenland  will,  with  the  assistance  of
Springville staff, install its AirLink system to include up to
     100 residential, single-phase electric meters in Springville.
The  geographic  boundaries  (including  actual  meter site  selection)  will be
     determined   during  a  site  survey  to  be  performed  by  Greenland  and
     Springville as soon as possible. Greenland's preference would be to perform
     the test in a limited geographic configuration.  However, our main interest
     is to exercise the AirLink system so that  Springville can determine if the
     system can effectively be used to service its entire district.
Greenland's charge to Springville  for the test is $10,000,  payable in advance.
     Generally,  we require  payment in  advance  of our first  site  visit.  We
     believe  that  this  will  be  sufficient  to  build  and  install  AirLink
     components and to support staff assigned to manage our contributions to the
     project.   Should  Norwalk   requirements  prove  unusual  or  exceptional,
     Greenland  will so inform  Norwalk  and  Norwalk  shall  have the option to
     offset  additional  expenses  or to  adjust  its  requirements  to suit the
     original charges.
Greenland will assign two (2) senior staff members to the project.  Robert Hunt,
     Greenland's  Director of Product Development will be assigned as manager in
     charge; Mike Morgan,  Greenland's  Director of Engineering will be assigned
     to deal with  technical  matters.  They can be  reached  directly  at Ariel
     Systems  (facilities  contracted for by Greenland) at (619)  598-7222;  Fax
     (619)  598-7227.  Eric  Gaer  will be the  principal  business  contact  at
     Greenland.  We will need a list of personnel to be assigned by  Springville
     to the project.
It   is our  objective  is to begin the  installation  and test of the system no
     later than  September  of this  year.  The test will run for a period of 60
     days during which meters will be read a minimum of two (2) times daily (one
     during peak usage, one during off-peak usage).
Springville will provide all the requisite office  infrastructure  to accomplish
     compilation of data provided by the AirLink system. We expect that a single
     desktop PC computer will be adequate.  Additional support includes, but may
     not be limited to, the following:
         Roof access at main office for  collection  antenna  Cable  access from
         roof to desktop computer
         Power pole access  (subject  to site  survey) to place  collectors  and
         transponders  Staff support to assist in meter installation and ongoing
         maintenance (if required)  Transportation  support during  installation
         and maintenance  Database support so that Greenland can provide data in
         "your" format

                                  Exhibits - 3

<PAGE>
Springville  will  provide  certain  pre-test  support  as  follows,  as soon as
         possible:  Samples  of meters to be  retrofitted  for the test Maps and
         proposed meter and collector sites Suggested  management  reports using
         the test data to be developed Database design information (as required)
Springville  understands that the data to be compiled during the test period may
     be used by Greenland as part of its sales promotion data with the exception
     that no  proprietary  information  related  to  Springville  be  disclosed.
     Greenland will make every effort to insure that Springville is aware of any
     information to be used for general dissemination.
AirLink system  components will become the property of  Springville,  which will
     include 100 each AirLink 15P meter units, 1 each AirLink RPTR repeater, and
     1 each AirLink CC collection computer.  Naturally,  Greenland is interested
     in selling its AirLink system to Norwalk for a system-wide build-out should
     the test period  prove that the system is  suitable  for and  desirable  to
     Springville.  However,  Springville will be under no obligation to purchase
     the AirLink system from Greenland.
Guy, I hope the above is a satisfactory outline for our test. If so, please sign
this  letter in the  space  provided  below and fax it back to me. We  generally
prepare a press release for distribution announcing AirLink tests, which will be
sent  to you for  your  review  and  approval  prior  to  release.  All of us at
Greenland look forward to our start date and beginning the process to deploy our
system  in your  district.  As soon  as  possible,  let's  arrange  to have  our
respective  staffs  begin  talking  so that we can begin  planning  immediately.
Should you have any questions, please don't hesitate to call me.
Best regards,


ERIC W. GAER
President

APPROVED:


[SIGNED]______________________                       SEPT. 14, 1996_______
Cal Baxter                                           Date
SPRINGVILLE CITY ELECTRIC

                                  Exhibits - 4

<PAGE>
                                   EXHIBIT 10k

                          GREENLAND CORPORATION 4180 La
              Jolla Village Drive - Suite 315 - La Jolla, CA 92037
                     Phone: 619/458-4226 - Fax: 619/458-5947

September 30, 1996

Victor Tenore
General Manager & CFO
Third Taxing District
City of Norwalk
Electrical Department
PO Box 451
So. Norwalk, CT 06856

Dear Mr. Tenore:

The  following  will serve to outline an agreement  between  Greenland and Third
Taxing  District,   City  of  Norwalk  ("Norwalk")  for  the  field  testing  of
Greenland's  AirLink(TM)  automated  meter reading  system in your service area.
Below,  I have  listed  the  basic  points  of  agreement,  which  can  serve as
guidelines in developing a more specific protocol for the test.  Greenland will,
with the assistance of Norwalk  staff,  install its AirLink system to include up
to 100
     residential, single-phase electric meters in Norwalk.
The  geographic  boundaries  (including  actual  meter site  selection)  will be
     determined during a site survey to be performed by Greenland and Norwalk as
     soon as possible.  Greenland's preference would be to perform the test in a
     limited geographic configuration. However, our main interest is to exercise
     the  AirLink  system  so that  Norwalk  can  determine  if the  system  can
     effectively be used to service its entire district.
Greenland's  charge to Norwalk  for the test is  $10,000,  payable  in  advance.
     Generally,  we require  payment in  advance  of our first  site  visit.  We
     believe  that  this  will  be  sufficient  to  build  and  install  AirLink
     components and to support staff assigned to manage our contributions to the
     project.   Should  Norwalk   requirements  prove  unusual  or  exceptional,
     Greenland  will so inform  Norwalk  and  Norwalk  shall  have the option to
     offset  additional  expenses  or to  adjust  its  requirements  to suit the
     original charges.
Norwalk  shall  also  offset  travel  expenses  incurred  by  Greenland  for the
     installation  and maintenance of the test. These expenses are estimated and
     will not exceed $4,000 without the express advance approval of Norwalk.
Greenland will assign two (2) senior staff members to the project.  Robert Hunt,
     Greenland's  Director of Product Development will be assigned as manager in
     charge; Mike Morgan,  Greenland's  Director of Engineering will be assigned
     to deal with  technical  matters.  They can be  reached  directly  at Ariel
     Systems  (facilities  contracted for by Greenland) at (619)  598-7222;  Fax
     (619)  598-7227.  Eric  Gaer  will be the  principal  business  contact  at
     Greenland.  We will need a list of  personnel  to be assigned by Norwalk to
     the project.
It   is our  objective  is to begin the  installation  and test of the system no
     later than the end of October of this year.  The test will run for a period
     of 60 days  during  which  meters  will be read a minimum  of two (2) times
     daily (one during peak usage, one during off-peak usage).
Norwalk will  provide all the  requisite  office  infrastructure  to  accomplish
     compilation of data provided by the AirLink system. We expect that a single
     desktop PC computer will be adequate.

                                  Exhibits - 5

<PAGE>
     Additional support includes, but may not be limited to, the following: Roof
         access at main office for collection  antenna Cable access from roof to
         desktop  computer  Power pole access  (subject to site survey) to place
         collectors   and   transponders   Staff  support  to  assist  in  meter
         installation  and  ongoing  maintenance  (if  required)  Transportation
         support during  installation  and maintenance  Database support so that
         Greenland can provide data in "your" format
Norwalk  will provide certain pre-test support as follows,  as soon as possible:
         Samples  of meters  to be  retrofitted  for the test Maps and  proposed
         meter and collector sites Suggested  management  reports using the test
         data to be developed Database design information (as required)
Norwalk understands  that the data to be compiled  during the test period may be
     used by Greenland as part of its sales  promotion  data with the  exception
     that no proprietary information related to Norwalk be disclosed.  Greenland
     will make every effort to insure that  Norwalk is aware of any  information
     to be used for general dissemination.
AirLink system  components  will  become the  property  of  Norwalk,  which will
     include 100 each AirLink 15P meter units, 1 each AirLink RPTR repeater, and
     1 each AirLink CC collection computer.  Naturally,  Greenland is interested
     in selling its AirLink system to Norwalk for a system-wide build-out should
     the test period  prove that the system is  suitable  for and  desirable  to
     Norwalk.  However,  Norwalk  will be under no  obligation  to purchase  the
     AirLink system from Greenland.
Mr.  Tenore,  I hope the above is a  satisfactory  outline for our test.  If so,
please  sign this letter in the space  provided  below and fax it back to me. We
generally  prepare a press release for  distribution  announcing  AirLink tests,
which will be sent to you for your review and approval prior to release.  All of
us at  Greenland  look  forward to our start date and  beginning  the process to
deploy our system in your district.  As soon as possible,  let's arrange to have
our respective  staffs begin talking so that we can begin planning  immediately.
Should you have any questions, please don't hesitate to call me.
Best regards,

ERIC W. GAER
President

APPROVED:

[SIGNED]_______________________                           OCTOBER 4, 1996_____
Victor Tenore, General Manager                            Date
THIRD TAXING DISTRICT - NORWALK, CT

                                  Exhibits - 6

<PAGE>
                                   EXHIBIT 10l

                              MISSION VALLEY ESCROW
                            2565 Camino Del Rio South
                           San Diego, California 92108
                      (619) 295-7400 - FAX: (619) 295-2536

ESCROW NO. 35473-A                  ESCROW OFFICERS: AUDREE RAPP/MICHELE POPE
DATE: MAY 28, 1996
                                     PRIVATE LENDER - LOAN ESCROW INSTRUCTIONS
I/we, ARTHUR DICKMAN AND MAGDALEN A. DICKMAN, TRUSTEES UDT EXECUTED
2-21-79  ("Lender")  will  deposit  into  escrow  a  cashier's  check on a major
California  Bank (or wired  funds) in the  amount of  $73,000.00,  which you are
authorized to pay to Borrower, when you have for Lender the following:
         A    Promissory  Note in the  amount  of  $73,000.00,  executed  by GAM
              PROPERTIES,  INC.,  ("Borrower")  in favor of ARTHUR  DICKMAN  AND
              MAGDELEN  A.  DICKMAN,  TRUSTEES  UDT  EXECUTED  2-21-79,  bearing
              interest at the rate of 11.5%  commencing  from date of receipt of
              Lender's deposit of funds and Lender's signed escrow  instructions
              ("Lender's  deposit")  with  Escrow  Holder  (or  Jones  Mortgage,
              whichever  date is the  earliest).  If  interest is to accrue from
              date of said deposits with Jones Mortgage, then such deposits into
              escrow are to be  accompanied  by a written  statement  from Jones
              Mortgage  certifying  the date Lender  deposited  funds with Jones
              Mortgage,  and on which  statement  Escrow Holder and Borrower may
              rely.   Said   Promissory   Note   shall  be  payable  in  monthly
              installments  of  interest  only,  with the  first  interest  only
              monthly payment due 30 days from date of Lender's deposit,  and to
              so continue interest only monthly thereafter, until 37 months from
              date of Lender's deposit,  at which time the then unpaid principal
              balance plus all unpaid interest thereon, shall become immediately
              due and payable.  Said Promissory Note shall contain a late charge
              of 6% after 10 days. There shall be no acceleration  clause. There
              shall be no  prepayment  penalty.  Parties  hereby  approve  Jones
              Mortgage to insert the final dates in said  Promissory  Note after
              Borrowers sign,  according to these terms.  Escrow Holder is to be
              of no concern with such  insertion of dates.  The above  described
              Promissory  Note  and the Deed of Trust  securing  same,  shall be
              prepared by Jones  Mortgage.  Borrower's  signature  thereon shall
              constitute  that  Borrower  has read and approved all of the terms
              and conditions  contained therein, and without any further written
              instructions  required  from  any of the  parties  hereto  in this
              regard.
         Deed of trust securing said note to be recorded at close of escrow.
         A    Standard  form loan policy of title  insurance  insuring said loan
              with liability in the amount of $73,000.00 from ORANGE COAST TITLE
              COMPANY, with the usual company's exceptions, on the real property
              in the County of Riverside State of California, viz:
                    LOT 16 OF TRACT NO.20319 AS SHOWN BY MAP ON FILE IN
                    BOOK 181, PAGES 54 TO 58, OF MAPS, RECORDS OF RIVERSIDE
                    COUNTY, CALIFORNIA
 showing title vested in GAM PROPERTIES, INC., a California corporation SUBJECT
 TO:
 All General and Special real and personal taxes for the fiscal year 1996-97

                                  Exhibits - 7

<PAGE>
Covenants, conditions, reservations,  restrictions,  easements, rights and right
     of way of record
The  new FIRST  DEED OF TRUST  securing  said  Promissory  note in the amount of
     $73,000.00
A new SECOND DEED OF TRUST being given as  additional  collateral to secure a
     Promissory  Note in the amount of  $104,500.00  in favor of JONES  MORTGAGE
     PROFIT SHARING PLAN, WILLIAM L. O'NEILL AND AIMEE FLORENCE, TRUSTEES
You  are to add the Lender  herein on the fire  insurance  as a First  Mortgagee
     with coverage to be at least  $73,000.00 (or policy to contain  replacement
     cost  coverage).  Mortgagee  endorsement to show Lender's  address as : c/o
     Action Loan  Services,  #JM1111,  7817 Ivanhoe  Avenue,  No.300,  La Jolla,
     California 92037.
FURTHER INSTRUCTIONS:
The  consummation  of this escrow is contingent  upon the successful  concurrent
acquisition  of subject  Property by GAM  PROPERTIES,  INC. under Mission Valley
Escrow  transaction no. 35399-A (the  "acquisition  escrow").  This is a "broker
arranged"  loan.  Borrower and Lender  authorizes  Escrow  Holder to release any
information and certified copies of all documents to Jones Mortgage. Obtain Type
H tax  service  for three  years.  Such  reports  to be mailed to:  Action  Loan
Services,  Account No.JM111,  7817 Ivanhoe Avenue, No.300, La Jolla,  California
92037.  Escrow Holder is to record  documents when the within  described Deed of
Trust is in FIRST  position,  subject  only to:  Jones  Mortgage  to review  and
approve preliminary title policy. At close of escrow, send to Jones Mortgage:
         1 certified copy of the closing statement
         4 title company  certified  copies of the Trust Deed and other recorded
         documents 3 copies of the Title Policy
     1 copy of the fire policy with mortgage endorsement  Disbursement of Funds:
The following fees are to be deducted from Borrower's  gross loan proceeds,  for
payment of the following:


         TO JONES MORTGAGE:
         Loan Origination Fee               $2,920.00
         Processing                            150.00
         Document preparation                  300.00
                                          -----------
         TOTAL                              $3,370.00
Time is of the essence of these  instructions.  If for any reason  other than my
failure to comply with the foregoing instructions,  this Escrow cannot be closed
on or before May 31,  1996.  Lender may, by written and  satisfactory  notice to
you,  demand the return of money and/or  instruments  that I have placed herein;
otherwise  complete this Escrow as soon as possible.  Order title search at once
from the above Title Company, and send a copy of the preliminary title report to
the Beneficiary, upon your receipt thereof.

               ADDITIONAL LOAN ESCROW CONDITIONS AND INSTRUCTIONS
Escrow  Holder  is not to be  concerned  with  and  not  to be  responsible  for
compliance by any person

                                  Exhibits - 8

<PAGE>
with the  TRUTH  IN  LENDING  ACT or  REGULATION  "Z" in  connection  with  this
transaction,  nor are you to be concerned with or responsible for the necessity,
sufficiency, or correctness of any disclosure statement or Notice under such Act
or Regulation.  Should any such disclosure statement or notice be deposited into
this escrow,  your sole  function  shall be to obtain  signatures  thereon or to
transmit the same as instructed in writing.  If  Beneficiary  offset  statements
from  prior  trust  deed  holders  are  waived,  escrow  holder  shall  have  no
responsibility and/or liability for the balance,  terms, or status of such loan.
It is mutually understood and agreed by all parties to this escrow,  jointly and
severally, all funds
     received in this escrow  shall be  deposited  with a State or Federal  bank
     with other escrow funds and all disbursements  shall be made by your check.
     You are hereby  authorized  to deposit  any funds or  documents  handed you
     under these escrow  instructions or cause the same to be deposited with any
     duly  authorized  sub-escrow  agent,  subject  to your order at or prior to
     close of escrow in the event such deposit  shall be necessary or convenient
     for the consummation of this escrow.
It   is agreed by the parties hereto that so far as your rights and  liabilities
     are  involved,  this  transaction  is an  escrow  and not any  other  legal
     relation  and you are an  escrow  holder  only on the  foregoing  expressed
     terms, and you shall have no  responsibility  of notifying me or any of the
     parties  of this  escrow  of any sale,  resale,  loan,  exchange,  or other
     transaction  involving any property  herein  described or any profit by any
     person,  firm or  corporation  (broker,  agent,  and parties to this escrow
     and/or any other escrow  included) in connection  therewith,  regardless of
     the fact that such  transaction(s)  may be handled by you in this escrow or
     in another  escrow.  You shall not be  responsible  or liable in any manner
     whatsoever  for the  sufficiency  or  correctness  as to  form,  manner  of
     execution or validity of any documents  deposited in escrow,  nor as to the
     identity,  authority or rights of any person executing the same,  either as
     to  document  of  records  or those  handled in this  escrow.  Your  duties
     hereunder  shall be limited to the  safekeeping of such money and documents
     received  by you as  escrow  holder  and  for  the  disposition  of same in
     accordance  with the written  instructions  accepted by you in this escrow.
     You  shall  not be  required  to take any  action  in  connection  with the
     collection,  maturity or apparent  outlaw of any  obligations  deposited in
     this escrow, unless otherwise  instructed.  You shall not be liable for any
     of your acts or omissions done in good faith, nor for any claims,  demands,
     losses or damages  made,  claimed or suffered by any party to this  escrow,
     excepting such as may arise through or be cause by your willful  neglect or
     gross misconduct.
Borrower guarantees and you shall be fully  protected in assuming that as to any
     insurance  policies  handed  you,  each policy is in force and has not been
     hypothecated  and that all necessary  premiums  therefor have been paid. In
     the event existing fire  insurance is not acceptable to any new lender,  or
     should Borrower elect to provide new insurance, you are instructed to cause
     any  existing  fire  policy,  if  delivered  to escrow,  to be  returned to
     insured.
Deliver assurances of title, if requested,  and insurance  policies,  if any, to
     Lender or his order.  Mail,  unregistered,  all  documents and funds to the
     respective  parties.  Our  signatures  on any  documents  and  instructions
     pertaining to this escrow indicate our unconditional approval of same.
In   the event  conditions  of this  escrow have not been  complied  with at the
     expiration   of  the  time  provided  for  herein,   you  are   instructed,
     nevertheless,  to  complete  same  at any  time  thereafter  as soon as the
     conditions  (Except as to time) have been complied  with,  unless any of us
     shall  have  made  written  demand  upon  you for the  return  of  money or
     documents  deposited by him. We, jointly and  severally,  agree that in the
     event of  cancellation we shall pay you a sum sufficient to pay you for any
     expense which you have incurred pursuant to the foregoing instructions, and
     a reasonable  cancellation fee for services  rendered by you. Said expenses
     and fee to be placed in escrow before cancellation is effective.
All  notices,  demands  and  instructions  must  be in  writing.  In  the  event
     conflicting  demands are made or served upon you, or any controversy arises
     between  the parties  hereto,  or with any third  person  growing out of or
     relating to this escrow,  you shall have the absolute right to withhold and
     stop all further  proceedings in and performance of this escrow,  until you
     receive written  notification  satisfactory to you of the settlement of the
     controversy by agreement of the parties hereto, or by the final judgment of
     a court of competent jurisdiction. All of the parties to this

                                  Exhibits - 9

<PAGE>
     escrow hereby  jointly and  severally  promise and agree to pay promptly on
     demand  as well as to  indemnify  you and to hold  you  harmless  from  and
     against  all  litigation  and  interpleader  costs,   damages,   judgments,
     attorney's fees, expenses, obligations and liabilities of every kind which,
     in good faith you may incur or suffer in connection  with or arising out of
     this escrow, whether said litigation, interpleader, obligation, liabilities
     or expenses  arise  during the  performance  of this  escrow or  subsequent
     thereto, directly or indirectly. In the event of conflicting demands on the
     escrow holder, by the principals, this escrow may, at their option, deposit
     any and all funds in question  with the court that would have  jurisdiction
     over  the  matter,  and  the  escrow  holder  is  relieved  of any  further
     responsibility in connection with the escrow.
1.   These instructions may be executed in counterparts,  each of which shall be
     deemed an original  regardless  of the date of its  execution and delivery.
     All such counterparts together shall constitute one and the same documents.
     You are hereby given a lien upon all the rights, title and interest of each
     of the parties hereto in all escrowed documents,  funds and other property,
     and all  monies or  property  for any and all  expenses,  attorney's  fees,
     losses  and other  liabilities  caused  you in this  escrow in the event of
     failure to pay fees or expenses due you  hereunder,  on demand,  I agree to
     pay a reasonable fee for any  attorney's  services which may be required to
     collect such fees or expenses.
2.   Make all adjustments and prorations on the basis of a 30 day month.  "Close
     of escrow" is the day instruments are recorded,  or as otherwise instructed
     herein.
3.   Each party to this escrow  hereby  acknowledges  receipt of a copy of these
     instructions.
4.   The parties to these escrow  instructions  authorized  you to destroy these
     instructions, and all other subsequent instructions,  regardless of date of
     same,  and all records of this escrow at any time after five (5) years from
     date of these  instructions,  without  liability  on you part or of further
     notice from us.
5.   You are hereby  authorized and instructed to transfer any monies due either
     of the  parties  of this  escrow to any other  escrow you may be holding in
     order to complete  said escrow,  or to pay any charges due you in any other
     matter.  It  is  understood  that  such  transfers  may  take  place  after
     recordation  of all documents in said escrows,  if such escrow is to record
     concurrent herewith.
6.   As may be required and/or demanded by lender, you may make monthly payments
     to  lender  at the  close  of  escrow,  without  further  authorization  or
     instruction,  by making proper charges to Borrower's account as applicable.
     License disclosure:  Mission Valley Escrow is licensed by the Department of
     Corporations, State of California.
THE FOREGOING TERMS,  CONDITIONS,  AND/OR  INSTRUCTIONS ARE HEREBY CONCURRED IN,
APPROVED AND ACCEPTED.  I will hand you all  instruments and money necessary for
me to comply therewith,  which you are authorized to deliver,  provided you hold
in  this  escrow  for  the  account  of the  parties  executing  said  note  and
instruments  deliverable to me under these instructions.  Pay at close of escrow
any  encumbrances  necessary  to place  title  in the  condition  called  for as
required by lender.  Borrower  agrees to pay all charges in connection with this
escrow.
BORROWER SIGNATURE:
GAM PROPERTIES, INC.
BY:  [SIGNED]______________________________
        MICHAEL D. deDOMENICO, PRESIDENT
        Address: 4180 La Jolla Village Drive, No.315, La Jolla, California 92037
         Phone: 458-4226/Fax 458-9082

The above instructions are hereby approved,  and I, Lender herein, will cause to
be handed you the sum of  $73,000.00,  which you are to use when you have for me
the title  insurance  set out above  and any other  documents  as may be set out
herein. Lender is to be at no expense hereof.

LENDER SIGNATURE:

                                  Exhibits - 10

<PAGE>

[SIGNED]_________________________        [SIGNED]__________________________
ARTHUR DICKMAN                           MAGDALEN A. DICKMAN
TRUSTEES UDT EXECUTED 2-21-79

Address: c/o Jones Mortgage, 8580 La Mesa Boulevard, No.105, La Mesa, California
         91941 
Phone: 460-4644/Fax 460-1783

                                  Exhibits - 11

<PAGE>
JM111                                                              Loan #96-805

                                 JONES MORTGAGE
                          NOTE SECURED BY DEED OF TRUST
                             INTEREST ONLY PAYMENTS

$73,000.00             La Mesa, California                         May 22, 1996

In installments as herein stated, for value received, the undersigned promise to
pay to Arthur Dickman and Magdalen A. Dickman,  Trustees UDT executed 2-21-79 or
order, at designated  address,  the sum of  Seventy-Three  Thousand  Dollars and
00/100, with interest from  ___________________  on unpaid principal at the rate
of 11.5% per  annum,  Interest  only,  payable  monthly on the _____ day of each
consecutive  month,  beginning on __________ and continuing  monthly  thereafter
until _____________________, at which time the balance of principal and interest
will be due and payable. Privilege is reserved of making additional payments not
exceeding  20% of the  original  balance  of this  Note in any 12  month  period
without  penalty,  and of making  payments in excess of 20% upon  payment of any
amount  equal to Zero month's  interest on the amount so prepaid.  In any event,
there will be no  prepayment  fee  charged  during the last three  months of the
loan.  Payor agrees that on any installment not paid or tendered within ten days
of its due date,  to pay a later  charge of 6% of the past due  installment,  or
$5.00,  whichever is greater; no charge imposed more than once for the same late
payment of installment shall be considered to have been made for payment of such
installment.  Nothing herein  provided shall be construed as a waiver of payee's
right to enforce payment or commence foreclosure upon any default.  Each payment
shall be credited first on interest then due and the remainder on principal, and
interest shall thereupon cease upon the principal so credited. Should default be
made in payment of any  installment  when due,  the whole sum of  principal  and
interest shall become  immediately due at the option of the holder of this Note.
Principal  and  interest  is payable in lawful  money of the United  States.  If
action be instituted on this Note,  the  undersigned  promise to pay such sum as
the court may fix as  attorney's  fees.  This Note is  secured by Deed of Trust.
This Note is subject to Section 2966 of the Civil Code which  provides  that the
holder  of this Note  shall  give  notice to the  Trustor  or his  successor  in
interest of prescribed information at least 90 and not more than 150 days before
any balloon payment is due.

[SIGNED]_________________________
GAM Properties, Inc.
By: Michael H. deDomenico



                                  Exhibits - 12

<PAGE>
                                   EXHIBIT 10m

                          STANDARD OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Basic Lease Provisions ("Basic Lease Provisions")

1.1. Parties:  This Lease,  dated,  for reference  purposes only,  December 3rd,
     1996, is made by and between Shih Ching Chiang (herein called "Lessor") and
     Greenland   Corporation,   doing  business  under  the  name  of  Greenland
     Corporation.

1.2. Premises:  Suite Number(s) Fourth Floor,  consisting of approximately 7,500
     square feet,  more or less,  as defined in paragraph 2 and shown on Exhibit
     "A" hereto (the "Premises").

1.3. Building:  Commonly described as being located at 7084 Miramar Road, in the
     City of San  Diego,  County  of San  Diego,  State of  California,  as more
     particularly described in the Exhibits hereto.

1.4. Use: General and administrative offices, subject to paragraph 6.

1.5. Term:  Thirty-six  (36) months  commencing  January 1, 1997  ("Commencement
     Date") and ending December 31, 1999, as defined in paragraph 3.

1.6. Base Rent:  $4,686.00 per month,  payable on the 1st day of each month, per
     paragraph 4.1 (see Paragraph 50 for base rent increases.

1.7. N/A

1.8. Rent Paid Upon Execution: $4,686.00 for first month's rent.

1.9. Security Deposit: Equal to one (1) month's rent ($4,686.00).

1.10.Lessee's Share of Operating Expense  Increase:  N/A as defined in paragraph
     4.2.

2.   Premises, Parking and Common Areas.

          2.1.  Premises:  The  Premises  are a portion  of a  building,  herein
sometimes referred to as the "Building" identified in paragraph 1.3 of the Basic
Lease Provisions.  "Building" shall include adjacent parking  structures used in
connection  therewith.  The Premises,  the Building,  the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon  or  thereunder,  are herein  collectively  referred  to as the  "Office
Building  Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental,  and upon all of the  conditions  set forth herein,
the real property referred to in the Basic Lease  Provisions,  paragraph 1.2, as
the "Premises" including rights to the Common Areas as hereinafter specified.

          2.2. Vehicle Parking: So long as Lessee is not in default, and subject
to the rules and regulations  attached hereto, and as established by Lessor from
time to time,  Lessee shall be entitled to rent and use 30 parking spaces in the
Office  Building  Project at the monthly rate  applicable  from time to time for
monthly parking as set by Lessor and/or its licensee.
<PAGE>
          2.2.1.  If Lessee  commits,  permits or allows  any of the  prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right,  without  notice,  in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to lessee, which cost shall be immediately payable upon demand by Lessor.

          2.2.2.  The monthly  parking  rate per  parking  space will be N/A per
month at the  commencement  of the term of this  Lease and is  subject to change
upon five (5) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.

          2.3. Common Areas - Definition.  The term "Common Areas" is defined as
all areas and facilities  outside the Premises and within the exterior  boundary
line of the Office  Building  Project that are provided  and  designated  by the
Lessor from time to time for the general non-exclusive use of Lessor, Lessee and
of other lessees of the Office Building Project and their respective  employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances,  lobbies,  corridors,  stairways and  stairwells,  public  restrooms,
elevators,  escalators,  parking areas to the extent not otherwise prohibited by
this Lease,  loading and  unloading  areas,  trash areas,  roadways,  sidewalks,
parkways, ramps, driveways, landscaped areas and decorative walls.

          2.4. Common Areas - Rules and  Regulations.  Lessee agrees to abide by
and  conform  to the rules and  regulations  attached  hereto as  Exhibit B with
respect to the  Office  Building  Project  and  Common  Areas,  and to cause its
employees, suppliers, shippers, customers, and invitees to so abide and conform.
Lessor or such other  person(s) as Lessor may appoint  shall have the  exclusive
control and  management of the Common Areas and shall have the right,  from time
to time, to modify,  amend and enforce said rules and regulations.  Lessor shall
not be  responsible  to  Lessee  for the  non-compliance  with  said  rules  and
regulations by other lessees, their agents, employees and invitees of the Office
Building Project.

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

          To make  changes to the  Building  interior  and  exterior  and Common
Areas,  including,  without  limitation,  changes in the location,  size, shape,
number,  and  appearance  thereof,  including  but not  limited to the  lobbies,
windows,  stairways, air shafts, elevators,  escalators,  restrooms,  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction of traffic,  decorative walls, landscaped areas and walkways;
provided,  however,  Lessor  shall at all times  provide the parking  facilities
required by applicable law;

<PAGE>
          To close temporarily any of the Common Areas for maintenance  purposes
so long as reasonable access to the Premises remains available;

          To designated  other land and  improvements  outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

          To add additional buildings and improvements to the Common Areas;

          To  use  the  Common   Areas  while   engaged  in  making   additional
improvements,  repairs or alterations  to the Office  Building  Project,  or any
portion thereof;

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

 3.      Term.

     3.1.  Term.  The  term  and  Commencement  Date of this  Lease  shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

          3.2. Delay in Possession.  Notwithstanding  said Commencement Date, if
for any reason  Lessor  cannot  deliver  possession of the Premises to Lessee on
said date and subject to  paragraph  3.2.2,  Lessor  shall not be subject to any
liability,  nor shall  such  failure  affect the  validity  of this Lease or the
obligations  of Lessee  hereunder or extend the term hereof;  but, in such case,
Lessee  shall not be obligated  to pay rent or perform any other  obligation  of
Lessee  under the terms of this Lease,  except as may be  otherwise  provided in
this  Lease,  until  possession  of the  Premises  is  tendered  to  Lessee,  as
hereinafter defined; provided,  however, that if Lessor shall not have delivered
possession of the Premises  within sixty (60) days following  said  Commencement
Date, as the same may be extended  under the terms of a Work Letter  executed by
Lessor by Lessee, Lessee may, at Lessee's option, by notice in writing to Lessor
within ten (10) days  thereafter,  cancel this Lease, in which event the parties
shall be discharged from all obligations hereunder;  provided, however, that, as
to Lessee's  obligations,  Lessee first reimbursed Lessor for all costs incurred
for  Non-Standard  Improvements  and, as to Lessor's  obligations,  Lessor shall
return any money previously deposited by Lessee (less any offsets due Lessor for
Non-Standard Improvements); and provided further, that if such written notice by
Lessee is not received by Lessor within said ten (10) day period, Lessee's right
to cancel this Lease  hereunder  shall  terminate  and be of no further force or
effect.

             3.2.1.  Possession  Tendered - Defined.  Possession of the Premises
shall be  deemed  tendered  to  Lessee  ("Tender  of  Possession")  when (1) the
improvements  to be  provided  by Lessor  under  this  Lease  are  substantially
completed,  (2) the Building  utilities are ready for use in the  Premises,  (3)
Lessee has reasonable  access to the Premises,  and (4) ten (10) days shall have
expired  following  advance  written  notice to Lessee of the  occurrence of the
matters described in (1), (2) and (3), above of this paragraph 3.2.1.

             3.2.2.  Delays  Caused by Lessee.  There shall be no  abatement  of
rent, and the sixty (60) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended  to the extent of any  delays  caused by acts or  omissions  of Lessee,
Lessee's agents, employees and contractors.

          3.3. Early  Possession.  If Lessee occupies the Premises prior to said
Commencement  Date,  such  occupancy  shall be subject to all provisions of this
Lease,  such occupancy shall not change the  termination  date, and Lessee shall
pay rent for such occupancy.

          3.4.  Uncertain  Commencement.  In the event commencement of the Lease
term is defined as the completion of the  improvements,  Lessee and Lessor shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph  3.2.1) or the actual  taking of  possession by Lessee,
whichever first occurs, as the Commencement Date.
<PAGE>
 4.      Rent.

          4.1.  Base Rent.  Subject to  adjustment  as  hereinafter  provided in
paragraph 4.3, and except as may be otherwise  expressly provided in this Lease,
Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph
1.6 of the Basic Lease Provisions, without offset or deduction. Lessee shall pay
Lessor upon execution hereof the advance Base Rent described in paragraph 1.8 of
the Basic Lease Provisions.  Rent for any period during the term hereof which is
for less than one month shall be prorated  based upon the actual  number of days
of the  calendar  month  involved.  Rent shall be payable in lawful money of the
United States to Lessor at the address stated herein or to such other persons or
at such other places as Lessor may designate in writing.

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

                   "Lessee's  Share" is defined,  for purposes of this Lease, as
the percentage set forth in paragraph 1.10 of the Basic Lease Provisions,  which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office  Building  Project.  It is  understood  and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor  and Lessee  agree are  reasonable  and shall not be subject to  revision
except in  connection  with an actual  change in the size of the  Premises  or a
change in the space available for lease in the Office Building Project.

     "BaseYear"  is  defined  as the  calendar  year in  which  the  Lease  term
commences.

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

<PAGE>
Years of the Lease  Term shall be  prorated  according  to that  portion of such
Comparison Year as to which Lessee is responsible for a share of such increase.

                   "Operating  Expenses" is defined, for purposes of this Lease,
to  include  all  costs,  if any,  incurred  by  Lessor in the  exercise  of its
reasonable discretion, for:

     The operation,  repair, maintenance, and replacement, in neat, clean, safe,
good order and  condition,  of the Office  Building  Project,  including but not
limited to, the following:

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

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

                Trash disposal, janitorial and security services;

     Any other  service to be provided by Lessor that is elsewhere in this Lease
stated to be an "Operating Expense";

     The cost of the premiums for the liability and property  insurance policies
to be maintained by Lessor under paragraph 8 hereof;

     The amount of the real property taxes to be paid by Lessor under  paragraph
10.1 hereof;

     The cost of water,  sewer,  gas,  electricity,  and other publicly mandated
services to the Office Building Project;

     Labor,  salaries  and  applicable  fringe  benefits  and costs,  materials,
supplies and tools,  used in  maintaining  and/or  cleaning the Office  Building
Project and accounting and a management fee attributable to the operation of the
Office Building Project;

     Replacing and/or adding  improvements  mandated by any governmental  agency
and any repairs or removals  necessitated thereby amortized over its useful life
according to Federal  income tax  regulations  or  guidelines  for  depreciation
thereof (including  interest on the unamortized balance as is then reasonable in
the judgment of Lessor's accountants;

     Replacements  or  equipment  or  improvements  that have a useful  life for
depreciation  purposes  according to Federal  income tax  guidelines of five (5)
years or less, as amortized over such life.
<PAGE>
                   Operating   Expenses   shall   not   include   the  costs  of
replacements  of equipment or  improvements  that have a useful life for Federal
income  tax  purposes  in  excess  of five (5)  years  unless  it is of the type
described in paragraph 4.2(d)(viii),  in which case their cost shall be included
as above provided.

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

                   Lessee's Share of Operating Expense Increase shall be payable
by Lessee within ten (10) days after a reasonably  detailed  statement of actual
expenses is  presented  to Lessee by Lessor.  At Lessee's  option,  however,  an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of Operating  Expense  Increase for any  Comparison  Year, and the same shall be
payable monthly or quarterly, as Lessor shall designate,  during each Comparison
Year of the Lease term,  on the same day as the Base Rent is due  hereunder.  In
the event that Lessee pays  Lessor's  estimate  of Lessee's  Share of  Operating
Expense Increase as aforesaid,  Lessor shall deliver to Lessee within sixty (60)
days  after  the  expiration  of  each  Comparison  Year a  reasonably  detailed
statement  showing  Lessee's  Share of the  actual  Operating  Expense  Increase
incurred  during such year. If Lessee's  payments  under this  paragraph  4.2(g)
during  said  Comparison  Year  exceed  Lessee's  Share  as  indicated  on  said
statement,  Lessee  shall be entitled  to credit the amount of such  overpayment
against  Lessee's  Share of  Operating  Expense  Increase  next  falling due. If
Lessee's payment under this paragraph during said Comparison Year were less than
Lessee's  Share as indicated on said  statement,  Lessee shall pay to Lessor the
amount of the deficiency within ten (10) days after delivery by Lessor to Lessee
of said statement. Lessor and Lessee shall forthwith adjust between them by cash
payment any balance determined to exist with respect to that portion of the last
Comparison  Year  for  which  Lessee  is  responsible  as to  Operating  Expense
Increases,  notwithstanding  that the Lease term may have terminated  before the
end of such Comparison Year.

          4.3.    Rent Increase. [Deleted from original]

          5. Security  Deposit.  Lessee shall deposit with Lessor upon execution
hereof  the  security  deposit  set forth in  paragraph  1.9 of the Basic  Lease
Provisions as security for Lessee's faithful performance of Lessee's obligations
hereunder.  If  Lessee  fails to pay  rent or other  charges  due  hereunder  or
otherwise defaults with respect to any provision of this Lease,  Lessor may use,
apply or retain all or any  portion of said  deposit for the payment of any rent
or other charge in default for the payment of any sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit,  Lessee shall within ten (10) days after written demand
therefor  deposit  cash with  Lessor in an amount  sufficient  to  restore  said
deposit to the full amount then required of Lessee. Lessor shall not be required
to keep said  security  deposit  separate from its general  accounts.  If Lessee
performs all of Lessee's obligations hereunder, said deposit, or so much thereof
as has not heretofore been applied by Lessor, shall be returned, without payment
of interest or other  increment for its use, to Lessee (or, at Lessor's  option,
to the last assignee,  if any, of Lessee's interest hereunder) at the expiration
of the term  hereof,  and  after  Lessee  has  vacated  the  Premises.  No trust
relationship  is created  herein  between Lessor and Lessee with respect to said
Security Deposit.




<PAGE>
 6.      Use.

     6.1. Use. The Premises  shall be used and occupied only for the purpose set
forth in paragraph  1.4 of the Basic Lease  Provisions or any other use which is
reasonably comparable to that use and for no other purpose.

          6.2.    Compliance with Law.

                   Lessor  warrants  to Lessee that the  Premises,  in the state
existing  on the date that the  Lease  term  commences,  but  without  regard to
alterations  or  improvements  made by Lessee or the use for which  Lessee  will
occupy the Premises,  does not violate any covenants or  restrictions of record,
or any applicable building code, regulation or ordinance in effect on such Lease
term  Commencement  Date. In the event it is  determined  that this warranty has
been  violated,  then it shall be the  obligation  of the Lessor,  after written
notice from Lessee, to promptly, at Lessor's sole cost and expense,  rectify any
such violation.

                   Except as provided  in  paragraph  6.2(a)  Lessee  shall,  at
Lessee's  expense,  promptly  comply with all applicable  statutes,  ordinances,
rules,   regulations,   orders,   covenants  and  restrictions  of  record,  and
requirements of any fire insurance underwriters or rating bureaus, now in effect
or which may hereafter come into effect, whether or not they reflect a change in
policy from that now  existing,  during the term or any part of the term hereof,
relating in any manner to the Premises and the  occupation  and use by Lessee of
the Premises. Lessee shall conduct its business in a lawful manner and shall not
use or permit the use of the  Premises  or the Common  Areas in any manner  that
will tend to create waste or a nuisance or shall tend to disturb other occupants
of the Office Building Project.

             6.3. Condition of Premises.

                   Lessor  shall  deliver  the  Premises  to  Lessee  in a clean
condition  on  the  Lease   Commencement  Date  (unless  Lessee  is  already  in
possession)  and Lessor  warrants to Lessee  that the  plumbing,  lighting,  air
conditioning,  and heating  system in the  Premises  shall be in good  operating
condition.  In the  event  that it is  determined  that this  warranty  has been
violated,  then it shall be the  obligation of Lessor,  after receipt of written
notice from Lessee setting forth with  specificity  the nature of the violation,
to promptly, at Lessor's sole cost, rectify such violation.

                   Except as  otherwise  provided in this Lease,  Lessee  hereby
accepts the Premises and the Office Building Project in their condition existing
as of the Lease  Commencement  Date or the date that Lessee takes  possession of
the Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws,  ordinances and regulations  governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters  disclosed  thereby and by
any exhibits attached hereto.  Lessee  acknowledges that it has satisfied itself
by its own  independent  investigation  that the  Premises  are suitable for its
intended use, and that neither  Lessor nor Lessor's agent or agents has made any
representation  or  warranty  as to the  present  or future  suitability  of the
Premises,  Common Areas, or Office Building  Project for the conduct of Lessee's
business.
<PAGE>
 7.      Maintenance, Repairs, Alterations and Common Area Services.

          7.1.  Lessor's  Obligations.  Lessor  shall keep the  Office  Building
Project,  including the Premises,  interior and exterior walls, roof, and common
areas, and the equipment  whether used exclusively for the Premises or in common
with other premises,  in good condition and repair;  provided,  however,  Lessor
shall not be obligated to paint, repair or replace wall coverings,  or to repair
or replace any  improvements  that are not  ordinarily a part of the Building or
are above then Building  standards.  Except as provided in paragraph  9.5, there
shall be no abatement of rent or liability of Lessee on account of any injury or
interference   with  Lessee's   business  with  respect  to  any   improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any stature now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to  terminate  this Lease  because  of  Lessor's  failure to keep the
Premises in good order, condition and repair.

          7.2.    Lessee's Obligations.

                   Notwithstanding  Lessor's  obligation to keep the Premises in
good condition and repair,  Lessee shall be responsible  for payment of the cost
thereof  to  Lessor  as  additional  rent  for that  portion  of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises,  to the extent such cost is  attributable to
causes beyond normal wear and tear.  Lessee shall be responsible for the cost of
painting,  repairing or replacing wall  coverings,  and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then  Building  standards.  Lessor  may, at its  option,  upon  reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

                   On the  last  day  of  the  term  hereof,  or on  any  sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as received,  ordinary  wear and tear  excepted,  clean and free of debris.  Any
damage or  deterioration  of the Premises shall not be deemed  ordinary wear and
tear if the same could have been  prevented  by good  maintenance  practices  by
Lessee.  Lessee  shall  repair  any  damage to the  Premises  occasioned  by the
installation or removal of Lessee's trade fixtures, alterations, furnishings and
equipment.  Except as otherwise stated in this Lease, Lessee shall leave the air
lines, power panels,  electrical  distribution systems,  lighting fixtures,  air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

          7.3.    Alterations and Additions.

                   Lessee shall not, without Lessor's prior written consent make
any alterations,  improvements,  additions, Utility Installations or repairs in,
on or about  the  Premises,  or the  Office  Building  Project.  As used in this
paragraph 7.3 the term "Utility  Installation" shall mean carpeting,  window and
wall  coverings,   power  panels,   electrical  distribution  systems,  lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and equipment.  At the expiration of the term, Lessor may require the removal of
any or all of said alterations, improvements, additions or

<PAGE>
Utility  Installations,  and the  restoration  of the  Premises  and the  Office
Building Project to their prior condition,  at Lessee's  expense.  Should Lessor
permit Lessee to make its own  alterations,  improvements,  additions or Utility
Installations,  Lessee  shall use only  such  contractor  as has been  expressly
approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
sole cost and expense,  a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the work. Should Lessee make any alterations, improvements, additions or Utility
Installations  without the prior  approval of Lessor,  or use a  contractor  not
expressly  approved  by Lessor,  Lessor may, at any time during the term of this
Lease, require that Lessee remove any part or all of the same.

                   Any   alternations,   improvements,   additions   or  Utility
Installations  in or about the  Premises  or the Office  Building  Project  that
Lessee shall desire to make shall be presented to Lessor in written  form,  with
proposed  detailed  plans.  If Lessor shall give its consent to Lessee's  making
such alteration,  improvement,  addition, or Utility  Installation,  the consent
shall be deemed  conditioned  upon  Lessee  acquiring a permit to do so from the
applicable  governmental agencies,  furnishing a copy thereof to Lessor prior to
the  commencement  of the work,  and compliance by Lessee with all conditions of
said permit in a prompt and expeditious manner.

                   Lessee shall pay, when due, all claims for labor or materials
furnished  or alleged to have been  furnished  to or for Lessee at or for use in
the  Premises,  which  claims  are or  may  be  secured  by  any  mechanic's  or
materialmen's  lien against the Premises,  the Building,  or the Office Building
Project, or any interest therein.

                   Lessee  shall give Lessor not less than ten (10) days' notice
prior to the  commencement  of any work on the  Premises  by Lessee,  and Lessor
shall have the right to post notices of non-responsibility in or on the Premises
or the Building as provided by law. If Lessee shall, in good faith,  contest the
validity  of any such lien,  claim or demand,  then  Lessee  shall,  at its sole
expense  defend itself and Lessor against the same and shall pay and satisfy any
such  adverse  judgment  that may be  rendered  thereon  before the  enforcement
thereof against the Lessor or the Premises,  the Building or the Office Building
Project,  upon the condition that if Lessor shall require,  Lessee shall furnish
to Lessor a surety  bond  satisfactory  to  Lessor  in an  amount  equal to such
contested lien claim or demand  indemnifying  Lessor  against  liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay  Lessor's  reasonable  attorneys'  fees and costs in  participating  in such
action if Lessor shall decide it is to Lessor's best interest so to do.

                   (a)All  alterations,   improvements,  additions  and  Utility
Installations  (whether  or not  such  Utility  Installations  constitute  trade
fixtures of Lessee), which may be made to the Premises by Lessee,  including but
not limited to, floor coverings,  panelings, doors, drapes, built-ins, moldings,
sound attenuation, and lighting and telephone or communication systems, conduit,
wiring and outlets,  shall be made and done in a good and workmanlike manner and
of good and sufficient quality and materials and shall be the property of Lessor
and remain upon and be  surrendered  with the Premises at the  expiration of the
Lease term,  unless Lessor requires their removal pursuant to paragraph  7.2(a).
Provided  Lessee  is not in  default,  notwithstanding  the  provisions  of this
paragraph  7.3(e),  Lessee's  personal  property and equipment,  other than that
which is affixed to the Premises so that it cannot be removed  without  material
damage to the Premises or the Building, and other Utility  Installations,  shall
remain  the  property  of Lessee  and may be  removed  by Lessee  subject to the
provisions of paragraph 7.2.
<PAGE>
                   (b)Lessee  shall  provide  Lessor  with  as-built  plans  and
specifications   for  any  alterations,   improvements,   additions  or  Utility
Installations.

          7.4.  Utility  Additions.  Lessor reserves the right to install new or
additional  utility  facilities  throughout the Office Building  Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building project,
including, but not by way of limitation, such utilities as plumbing,  electrical
systems,  communication  systems,  and fire protection and detection systems, so
long as such  installations do not  unreasonably  interfere with Lessee's use of
the Premises.

 8.      Insurance; Indemnity

          8.1. Liability Insurance - Lessee.  Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of Comprehensive
General Liability Insurance utilizing an Insurance Services Office standard form
with Broad Form general Liability  Endorsement  (GL0404),  or equivalent,  in an
amount of not less than  $1,000,000 per occurrence of bodily injury and property
damage  combined or in a greater  amount as reasonably  determined by Lessor and
shall  insure  Lessee with Lessor as an  additional  insured  against  liability
arising out of the use,  occupancy or  maintenance  of the Premises.  Compliance
with the above requirement shall not, however, limit the liability of the Lessee
hereunder.

          8.2.  Liability  Insurance - Lessor.  Lessor  shall obtain and keep in
force  during the term of this Lease a policy of Combined  Single  Limit  Bodily
Injury and Broad Form Property  Damage  Insurance,  plus  coverage  against such
other risks Lessor deems advisable from time to time,  insuring Lessor,  but not
Lessee,  against  liability  arising out of the  ownership,  use,  occupancy  or
maintenance of the Office Building Project in an amount not less than $5,000,000
per occurrence.

          8.3. Property  Insurance - Lessee.  Lessee shall, at Lessee's expense,
obtain  and keep in force  during  the term of this  Lease  for the  benefit  of
Lessee,  replacement cost fire and extended coverage  insurance,  with vandalism
and malicious  mischief,  sprinkler  leakage and  earthquake  sprinkler  leakage
endorsements,  in an amount  sufficient  to cover not less than 100% of the full
replacement  cost,  as the same may exist from time to time,  of all of Lessee's
personal property, fixtures, equipment and tenant improvements.

          8.4.  Property  Insurance - Lessor.  Lessor  shall  obtain and keep in
force during the term of this Lease a policy or policies of  insurance  covering
loss or damage to the Office  Building  Project  improvements,  but not Lessee's
personal property, fixtures, equipment or tenant improvements,  in the amount of
the full  replacement  cost  thereof,  as the same may exist  from time to time,
utilizing  Insurance  Services  Office  standard form, or equivalent,  providing
protection  against  all  perils  included  within the  classification  of fire,
extended coverage,  vandalism,  malicious mischief,  plate glass, and such other
perils as Lessor deems advisable or may be required by a lender having a lien on
the Office

<PAGE>
Building Project. In addition, Lessor shall obtain and keep in force, during the
term of this Lease, a policy of rental value insurance  covering a period of one
year,  with loss  payable  to  Lessor,  which  insurance  shall  also  cover all
Operating  Expenses  for  said  period.  Lessee  will  not be  named in any such
policies  carried by Lessor and shall have no right to any  proceeds  therefrom.
The  policies  required  by these  paragraphs  8.2 and 8.4  shall  contain  such
deductibles as Lessor or the aforesaid  lender may determine.  In the event that
the Premises shall suffer an insured loss as defined in paragraph 9.1(f) hereof,
the deductible  amounts under the applicable  insurance policies shall be deemed
an Operating  Expense.  Lessee shall not do or permit to be done anything  which
shall invalidate the insurance policies carried by Lessor.  Lessee shall pay the
entirety  of any  increase  in the  property  insurance  premium  for the Office
Building Project over what was immediately prior to the commencement of the term
of this Lease if the  increase is  specified  by Lessor's  insurance  carrier as
being  caused by the nature of  Lessee's  occupancy  or any act or  omission  of
Lessee.

          8.5.  Insurance  Policies.  Lessee shall  deliver to Lessor  copies of
liability  insurance  policies  required  under  paragraph  8.1 or  certificates
evidencing  the  existence and amounts of such  insurance  within seven (7) days
after the Commencement Date of this Lease. No such policy shall be cancelable or
subject to reduction of coverage or other modification  except after thirty (30)
days prior written  notice to Lessor.  Lessee  shall,  at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with renewals thereof.

          8.6. Waiver of Subrogation.  Lessee and Lessor each hereby release and
relieve the other,  and waive their entire right of recovery  against the other,
for direct or  consequential  damage  arising  out of or  incident to the perils
covered  by  property  insurance  carried  by  such  party,  whether  due to the
negligence of Lessor or Lessee or their agents,  employees,  contractors  and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

          8.7.  Indemnity.  Lessee shall  indemnify and hold harmless Lessor and
its agents,  Lessor's  master or ground lessor,  partners and lenders,  from and
against any and all claims for damage to the person or property of anyone or any
entity  arising from Lessee's use of the Office  Building  Project,  or from the
conduct  of  Lessee's  business  or from  any  activity,  work or  things  done,
permitted or suffered by Lessee in or about the Premises or elsewhere  and shall
further  indemnify and hold harmless Lessor from and against any and all claims,
costs and expenses  arising from any breach or default in the performance of any
obligation  on Lessee's part to be performed  under the terms of this Lease,  or
arising  from  any  act or  omission  of  Lessee,  or any  of  Lessee's  agents,
contractors,  employees, or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred reasonably therewith,  including but not
limited to the  defense  or  pursuit  of any claim or any  action or  proceeding
involved therein; and in case any action or proceeding be brought against Lessor
by reason of any such  matter,  Lessee upon notice from lessor  shall defend the
same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so  indemnified.  Lessee,  as a  material  part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
<PAGE>
          8.8.  Exemption of Lessor from  Liability.  Lessee  hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of income
therefrom  or for loss of or damage to the goods,  wares,  merchandise  or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the  Premises or the Office  Building  Project,  nor shall Lessor be
liable  for  injury  to the  person of  Lessee,  Lessee's  employees,  agents or
contractors,  whether  such damage or injury is caused by or results from theft,
fire,  steam,  electricity,  gas, water or rain, or from the breakage,  leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances,  plumbing,
air  conditioning or lighting  fixtures,  or from any other cause,  whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office  Building  Project,  or from other sources or places,  or
from new  construction  or the repair,  alteration or improvement of any part of
the Office  Building  Project,  or of the equipment,  fixtures or  appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is  inaccessible,  Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building  Project,  nor from the failure of Lessor to enforce
the  provisions  of any other lease of any other  lessee of the Office  Building
Project.

     8.9. No Representation of Adequate Coverage. Lessor makes no representation
that the limits or forms of coverage of insurance  specified in this paragraph 8
are adequate to cover Lessee's property or obligations under this Lease.

 9.      Damage or Destruction.

          9.1.    Definitions.

     "Premises  Damage"  shall mean if the  Premises are damaged or destroyed to
any extent.

                   "Premises Building Partial Damage" shall mean if the Building
of which the  Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then  Replacement Cost of
the Building.

                   "Premises  Building  Total  Destruction"  shall  mean  if the
Building of which the  Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent  (50%) or more of the then  Replacement
Cost of the Building.

                   "Office  Building  Project  Buildings"  shall mean all of the
buildings on the Office Building Project Site.

                   "Office Building Project Buildings Total  Destruction"  shall
mean if the Office  Building  Project  Buildings are damaged or destroyed to the
extent that the cost of repair is fifty  percent  (50%) of the then  Replacement
Cost of the Office Building Project Buildings.

                   "Insured  Loss"  shall mean damage or  destruction  which was
caused  by an  event  required  to be  covered  by the  insurance  described  in
paragraph  8. The fact that an Insured  Loss has a  deductible  amount shall not
make the loss an uninsured loss.


<PAGE>
                   "Replacement Cost" shall mean the amount of money to be spent
in order to repair or rebuild the damaged  area to the  condition  that  existed
immediately  prior to the damage  occurring,  excluding all improvements made by
lessees, other than those installed by Lessor at Lessee's expense.

          9.2.    Premises Damage; Premises Building Partial Damage.

                   Insured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time  during the term of this Lease  there is damage  which is an
Insured Loss and which falls into the  classification  of either Premises Damage
or Premises  Building  Partial Damage,  then Lessor shall, as soon as reasonably
possible  and to the  extent  the  required  materials  and  labor  are  readily
available through usual commercial  channels,  at Lessor's expense,  repair such
damage (but not Lessee's fixtures,  equipment or tenant improvements  originally
paid for by Lessee) to its  condition  existing at the time of the  damage,  and
this Lease shall continue in full force and effect.

                   Uninsured  Loss:  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time  during the term of this lease there is damage  which is
not an Insured Loss and which falls within the classification of Premises Damage
or Premises Building Partial Damage, unless caused by a negligent or willful act
of Lessee (in which event  Lessee  shall make the repairs at Lessee's  expense),
which damage  prevents  Lessee from making any  substantial use of the Premises,
Lessor  may at  Lessor's  option  either  (i)  repair  such  damage  as  soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue in full force and effect,  or (ii) give written notice to Lessee within
thirty  (30) days after the date of the  occurrence  of such  damage of Lessor's
intention to cancel and terminate this Lease as of the date of the occurrence of
such  damage,  in which event this Lease shall  terminate  as of the date of the
occurrence of such damage.

          9.3.  Premises  Building Total  Destruction;  Office Building  Project
Total  Destruction.  Subject to the  provisions of paragraphs 9.4 and 9.5, if at
any time during the term of this Lease there is damage,  whether or not it is an
Insured  Loss,  which  falls into the  classifications  of either  (i)  Premises
Building Total  Destruction,  or (ii) Office Building Project Total Destruction,
then Lessor may at Lessor's  option either (i) repair such damage or destruction
as soon as reasonably  possible at Lessor's  expense (to the extent the required
materials  are readily  available  through  usual  commercial  channels)  to its
condition  existing  at the  time  of the  damage,  but not  Lessee's  fixtures,
equipment or tenant  improvements,  and this Lease shall  continue in full force
and effect,  or (ii) give written notice to Lessee within thirty (30) days after
the date of  occurrence  of such  damage of  Lessor's  intention  to cancel  and
terminate this Lease, in which case this Lease shall terminate as of the date of
the occurrence of such damage.

          9.4.    Damage Near End of Term.

                   Subject to paragraph  9.4(b),  if at any time during the last
twelve (12) months of the term of this Lease there is substantial  damage to the
Premises,  Lessor may at Lessor's  option cancel and terminate  this lease as of
the date of occurrence of such damages by giving written notice to the Lessee of
Lessor's  election to do so within thirty (30) days after the date of occurrence
of such damage.
<PAGE>
                   Notwithstanding  paragraph  9.4(a),  in the event that Lessee
has an option to extend or renew  this  Lease,  and the time  within  which said
option may be exercised has not yet expired,  Lessee shall exercise such option,
if it is to be  exercised  at all,  no later  than  twenty  (20) days  after the
occurrence  of an Insured Loss  falling  within the  classification  of Premises
Damage  during the last twelve (12) months of the term of this Lease.  If Lessee
duly exercises such option during said twenty (20) day period,  Lessor shall, at
Lessor's expense,  repair such damage, but not Lessee's  fixtures,  equipment or
tenant  improvements,  as soon as  reasonably  possible  and  this  Lease  shall
continue  in full force and  effect.  If Lessee  fails to  exercise  such option
during said twenty (20) day period, then Lessor may at Lessor's option terminate
and cancel  this Lease as of the  expiration  of said  twenty (20) day period by
giving  written  notice to Lessee of Lessor's  election to do so within ten (10)
days after the  expiration of said twenty (20) day period,  notwithstanding  any
term or provision in the grant of option to the contrary.

          9.5.    Abatement of Rent; Lessee's Remedies.

                   In the event  Lessor  repairs or  restores  the  Building  or
Premises  pursuant to the  provisions  of this  paragraph 9, and any part of the
Premises  are not  usable  (including  loss of use  due to  loss  of  access  or
essential  services),  the rent payable hereunder  (including  Lessee's Share of
Operating Expense  Increase) for the period during which such damage,  repair or
restoration  continues  shall be  abated,  provided  (1) the  damage was not the
result of  negligence  of Lessee,  and (2) such  abatement  shall only be to the
extent the operation and profitability of Lessee's business as operated from the
Premises is  adversely  affected.  Except for said  abatement  of rent,  if any,
Lessee shall have no claim against  Lessor for any damage  suffered by reason of
any such damage, destruction, repair or restoration.

                   (a)If  Lessor  shall be  obligated  to repair or restore  the
Premises  or the  Building  under the  provisions  of  paragraph 9 and shall not
commence  such  repair  or  restoration  within  ninety  (90)  days  after  such
occurrence,  or if Lessor shall not complete the  restoration  and repair within
six (6) months after such  occurrence,  Lessee may at Lessee's option cancel and
terminate this Lease by giving Lessor written notice of Lessee's  election to do
so at any time prior to the  commencement or completion,  respectively,  of such
repair or  restoration.  In such event this Lease shall terminate as of the date
of such notice.

                   (b)Lessee  agrees to cooperate with Lessor in connection with
any such  restoration  and repair,  including  but not  limited to the  approval
and/or execution of plans and specifications required.

          9.6.  Termination - Advance  Payments.  Upon termination of this Lease
pursuant to this paragraph 9, an equitable  adjustment  shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
theretofore been applied by Lessor.

     9.7.  Waiver.  Lessor and Lessee waive the  provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.


<PAGE>
 10.     Real Property Taxes.

          10.1.  Payment of Taxes.  Lessor shall pay the real  property  tax, as
defined in paragraph 10.3,  applicable to the Office Building Project subject to
reimbursement  by Lessee of Lessee's Share of such taxes in accordance  with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

          10.2.  Additional  Improvements.  Lessee shall not be responsible  for
paying any increase in real  property  tax as  specified  in the tax  assessor's
records and work sheets as being caused by additional  improvements  placed upon
the  Office  Building  Project by other  lessees or by Lessor for the  exclusive
enjoyment of any other lessee.  Lessee shall, however, pay to Lessor at the time
that Operating  Expenses are payable under paragraph  4.2[c] the entirety of any
increase  in real  property  tax if  assessed  solely by  reason  of  additional
improvements placed upon the Premises by Lessee or at Lessee's request.

          10.3.  Definition  of "Real  Property  Tax." As used herein,  the term
"real  property  tax" shall  include any form of real estate tax or  assessment,
general,  special,  ordinary or extraordinary,  and any license fee,  commercial
rental tax,  improvement  bond or bonds,  levy or tax (other  than  inheritance,
personal income or estate taxes) imposed on the Office  Building  Project or any
portion  thereof by any  authority  having the direct or indirect  power to tax,
including  any  city,  county,  state  or  federal  government,  or any  school,
agricultural,  sanitary,  fire, street,  drainage or other improvement  district
thereof,  as against  any legal or  equitable  interest  of Lessor in the Office
Building Project or in any portion thereof, as against Lessor's right to rent or
other income  therefrom,  and as against Lessor's business of leasing the Office
Building Project.  The term "real property tax" shall also include any tax, fee,
levy,  assessment or charge (i) in substitution  of,  partially or totally,  any
tax, fee, levy,  assessment or charge hereinabove included within the definition
of "real  property tax," or (ii) the nature of which was  hereinbefore  included
within the  definition of "real  property  tax," or (iii) which is imposed for a
service or right not charged prior to June 1, 1978,  or, if previously  charged,
has been increased since June 1, 1978, or (iv) which is imposed as a result of a
change in ownership,  as defined by applicable  local  statutes for property tax
purposes,  of the Office  Building  Project or which is added to a tax or charge
hereinbefore  included  within the  definition of real property tax by reason of
such change of ownership, or (v) which is imposed by reason of this transaction,
any modifications or changes hereto, or any transfers hereof.

          10.4. Joint Assessment. If the improvements or property, the taxes for
which are to be paid  separately by Lessee under  paragraph 10.2 or 10.5 are not
separately assessed,  Lessee's portion of that tax shall be equitably determined
by Lessor from the respective  valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

          10.5.    Personal Property Taxes.

                   Lessee  shall pay  prior to  delinquency  all taxes  assessed
against and levied upon trade  fixtures,  furnishings,  equipment  and all other
personal property of Lessee contained in the Premises or elsewhere.

                   If any of Lessee's said personal  property  shall be assessed
with Lessor's real property,  Lessee shall pay to Lessor the taxes  attributable
to Lessee  within ten (10) days after  receipt  of a written  statement  setting
forth the taxes applicable to Lessee's property.
<PAGE>
 11.     Utilities.

          11.1.  Service  Provided  by Lessor.  Lessor  shall  provide  heating,
ventilation,  air conditioning,  and janitorial services as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballast for standard overhead fixtures.  Janitorial
service two (2) times  weekly  until  added  occupancy  or second  year  begins,
whichever  occurs first at which time janitorial  service would then be five (5)
days per week.

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

          11.3. Hours of Service.  Said services and utilities shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities and services required at other times shall
be subject to advance request and  reimbursement by Lessee to Lessor of the cost
thereof.

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

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

 12.     Assignment and Subletting.

     12.1.  Lessor's  Consent  Required.  Lessee  shall  not  voluntarily  or by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber all or any part of Lessee's  interest in the Lease or in the  Premises,
without  Lessor's  prior written  consent,  which Lessor shall not  unreasonably
withhold. Lessor shall respond to Lessee's


<PAGE>
request for consent  hereunder in a timely manner and any attempted  assignment,
transfer,  mortgage,  encumbrance  or  subletting  without such consent shall be
void, and shall  constitute a material  default and breach of this Lease without
the need for  notice to Lessee  under  paragraph  13.1.  "Transfer"  within  the
meaning  of  this   paragraph  12  shall   include  the  transfer  or  transfers
aggregating: (a) if Lessee is a corporation, more than twenty-five percent (25%)
of the voting stock of such corporation, or (b) if Lessee is a partnership, more
than  twenty-five  percent  (25%) of the profit and loss  participation  in such
partnership.

          12.2.  Lessee Affiliate.  Notwithstanding  the provisions of paragraph
12.1 hereof,  Lessee may assign or sublet the Premises,  or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  all of which are referred to as :Lessee  Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and  assumption.  Any such assignment
shall not, in any way,  affect or limit the  liability of Lessee under the terms
of this Lease  even if after such  assignment  or  subletting  the terms of this
Lease are  materially  changed or altered  without  the  consent of Lessee,  the
consent of whom shall not be necessary.

          12.3.    Terms and Conditions Applicable to Assignment and Subletting.

                   Regardless of Lessor's  consent,  no assignment or subletting
shall  release  Lessee of Lessee's  obligations  hereunder  or alter the primary
liability  of  Lessee  to pay the  rent and  other  sums  due  Lessor  hereunder
including Lessee's Share of Operating Expense Increase, and to perform all other
obligations to be performed by Lessee hereunder.

                   Lessor may  accept  rent from any  person  other than  Lessee
pending approval or disapproval of such assignment.

                   Neither  a  delay  in the  approval  or  disapproval  of such
assignment or subletting,  nor the acceptance of rent, shall constitute a waiver
or estoppel of Lessor's  right to exercise its remedies for the breach of any of
the terms or conditions of this paragraph 12 or this Lease.

                   If Lessee's obligations under this Lease have been guaranteed
by third parties, then an assignment or sublease,  and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

                   The consent by Lessor to any  assignment or subletting  shall
not constitute a consent to any subsequent assignment or subletting by Lessee or
to any  subsequent  or successive  assignment  or  subletting by the  sublessee.
However,  Lessor may consent to subsequent  sublettings  and  assignments of the
sublease or any amendments or modifications  thereof without notifying Lessee or
anyone else liable on the Lease or sublease and without  obtaining their consent
and such action shall not relieve such persons from  liability  under this Lease
or said sublease;  however,  such persons shall not be responsible to the extent
any such amendment or modification  enlarges or increases the obligations of the
Lessee or sublessee under this Lease or such sublease.
<PAGE>
                   In the event of any  default  under  this  Lease,  Lessor may
proceed directly against Lessee,  any guarantors or any one else responsible for
the performance of this Lease, including the sublessee, without first exhausting
Lessor's  remedies  against any other person or entity  responsible  therefor to
Lessor, or any security held by Lessor or Lessee.

                   Lessor's  written  consent to any assignment or subletting of
the Premises by Lessee shall not  constitute an  acknowledgment  that no default
then exists  under this Lease of the  obligations  to be performed by Lessee nor
shall such consent be deemed a waiver of any then  existing  default,  except as
may be otherwise stated by Lessor at the time.

                   The discovery of the fact that any financial statement relied
upon by Lessor  in  giving  its  consent  to an  assignment  or  subletting  was
materially false shall, at Lessor's election,  render Lessor's said consent null
and void.

          12.4.  Additional  Terms  and  Conditions  Applicable  to  Subletting.
Regardless of Lessor's  consent,  the following terms and conditions shall apply
to any  subletting  by  Lessee of all or any part of the  Premises  and shall be
deemed  included  in all  subleases  under this Lease  whether or not  expressly
incorporated therein.

                   Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals  and income  arising  from any  sublease  heretofore  or
hereafter made by Lessee,  and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a default  shall occur in the  performance  of Lessee's  obligations  under this
Lease,  Lessee may  receive,  collect  and enjoy the rents  accruing  under such
sublease.  Lessor shall not, by reason of this or any other  assignment  of such
sublease to Lessor nor by reason of the collection of the rents from a sublease,
be deemed  liable to the  sublessee  for any  failure of Lessees to perform  and
comply with any of Lessee's  obligations to such sublessee  under such sublease.
Lessee  hereby  irrevocably  authorizes  and  directs any such  sublessee,  upon
receipt of a written  notice from Lessor  stating  that a default  exists in the
performance of Lessee's obligations under this Lease, to pay to Lessor the rents
due and to become due under the  sublease.  Lessee  agrees  that such  sublessee
shall have the right to rely upon any such  statement  and request  from Lessor,
and that such sublessee shall pay such rents to Lessor without any obligation or
right to inquire as to  whether  such  default  exists and  notwithstanding  any
notice from or claim from Lessee to the contrary.  Lessee shall have no right or
claim  against  said  sublessee  or  Lessor  for any such  rents so paid by said
sublessee to Lessor.

In the event Lessee  subleases  said Premises at a base rent that is higher than
Lessee's  current Base Rent, all profits shall be split 50/50 between Lessor and
Lessee. Lessee has the right to sublet any time during the course of this Lease.

     No sublease  entered into by the Lessee shall be effective unless and until
it has been approved in writing by Lessor. In entering into any sublease, Lessee
shall use only such form of  sublease  as is  satisfactory  to Lessor,  and once
approved  by lessor,  such  sublease  shall not be changed or  modified  without
Lessor's prior written consent. Any

<PAGE>
sublease  shall,  by reason of entering  into a sublease  under this  Lease,  be
deemed,  for the  benefit of Lessor,  to have  assumed and agreed to conform and
comply with each and every  obligation  herein to be  performed  by Lessee other
than  such  obligations  as are  contrary  to or  inconsistent  with  provisions
contained in a sublease to which Lessor has expressly consented in writing.

             In  the  event  Lessee  shall  default  in the  performance  of its
obligations under this Lease, Lessor at its option and without any obligation to
do so, may  require any  sublessee  to attorn to Lessor,  in which event  Lessor
shall  undertake the  obligations of Lessee under such sublease from the time of
the  exercise  of said option to the  termination  of such  sublease;  provided,
however,  Lessor shall not be liable for any prepaid  rents or security  deposit
paid by such sublessee to Lessee or for any other prior defaults of Lessee under
such sublease.

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

             With  respect to any  subletting  to which  Lessor  has  consented,
Lessor  agrees to  delivery  a copy of any  notice of  default  by Lessee to the
sublessee.  Such  sublessee  shall  have the right to cure a  default  of Lessee
within  three  (3) days  after  service  of said  notice  of  default  upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

        12.5. Lessor's Expenses.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then  Lessee  shall pay  Lessor's  reasonable  costs and  expenses  incurred  in
connection  therewith,  including attorneys',  architects',  engineers' or other
consultants' fees.

           12.6.  Conditions to Consent.  Lessor reserves the right to condition
any  approval  to assign  or sublet  upon  Lessor's  determination  that (a) the
proposed  assignee or  sublessee  shall  conduct a business on the Premises of a
quality  substantially  equal to that of Lessee and consistent  with the general
character  of the other  occupants  of the Office  Building  Project  and not in
violation of any  exclusives or rights then held by other  tenants,  and (b) the
proposed assignee or sublessee be at least as financially  responsible as Lessee
was  expected  to be at the  time  of the  execution  of this  Lease  or of such
assignment or subletting, whichever is greater.

13.       Default; Remedies.

     13.1.  Default.  The occurrence of any one or more of the following  events
shall constitute a material default of this Lease by Lessee:

                   The  vacation  or  abandonment  of the  Premises  by  Lessee.
Vacation of the Premises  shall include the failure to occupy the Premises for a
continuous period of sixty (60) days or more, whether or not the rent is paid.

                   The breach by Lessee of any of the  covenants,  conditions or
provisions of paragraphs 7.3(a),  (b) or (d) (alterations),  12.1 (assignment or
subletting),  13.1(a) (vacation or abandonment),  13.1(e) (insolvency),  13.1(f)
(false  statement),  16(a) (estoppel  certificate),  30(b)  (subordination),  33
(auctions), or 41.1 (easements),  all of which are hereby deemed to be material,
non-curable  defaults  without the  necessity  of any notice by Lessor to Lessee
thereof.
<PAGE>
                   The  failure  by  Lessee to make any  payment  of rent or any
other payment  required to be made by Lessee  hereunder,  as and when due, where
such failure shall  continue for a period of three (3) days after written notice
thereof  from Lessor to Lessee.  In the event that Lessor  serves  Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statues such
Notice to Pay Rent of Quit shall also  constitute  the notice  required  by this
subparagraph.

                   The  failure  by  Lessee to  observe  or  perform  any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee other than those  referenced in subparagraphs  [b] and [c], above,  where
such  failure  shall  continue  for a period of thirty  (30) days after  written
notice thereof from Lessor to Lessee;  provided,  however, that if the nature of
Lessee's  noncompliance  is such that more than thirty (30) days are  reasonably
required  for its cure,  then  Lessee  shall not be deemed to be in  default  if
Lessee  commenced  such cure within  said thirty (30) day period and  thereafter
diligently pursues such cure to completion. To the extent permitted by law, such
thirty (30) day notice shall  constitute the sole and exclusive  notice required
to be given to Lessee under applicable Unlawful Detainer statutes.

                   (i) The  making  by  Lessee  of any  general  arrangement  or
general assignment for the benefit of creditors; (ii) Lessee becoming a "debtor"
as defined in 11 U.S.C.  [delta]101 or any successor stature thereto (unless, in
the case of a petition filed against Lessee,  the same is dismissed within sixty
(60) days;  (iii) the appointment of a trustee or receiver to take possession of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days. In the event that any provision of this  paragraph  13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

                   The discovery by Lessor that any financial statement given to
Lessor by Lessee,  or its  successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.

          13.2. Remedies. In the event of any material default or breach of this
Lease by Lessee,  Lessor may at any time  thereafter,  with or without notice or
demand and without  limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default:

                   Terminate Lessee's right to possession of the Premises by any
lawful means,  in which case this Lease and the term hereof shall  terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor  shall be entitled to recover  from Lessee all damages  incurred by
Lessor by reason of Lessee's default including,  but not limited to, the cost of
recovering  possession  of  the  Premises;  expenses  of  reletting,   including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission actually paid; the


<PAGE>
worth at the  time of award by the  court  having  jurisdiction  thereof  of the
amount by which the  unpaid  rent for the  balance of the term after the time of
such award exceed the amount of such rental loss for the same period that Lessee
proves could be reasonably avoided;  that portion of the leasing commission paid
by Lessor  pursuant to paragraph 15  applicable  to the  unexpired  term of this
Lease.

                   Maintain  Lessee's  right to  possession  in which  case this
Lease  shall  continue  in effect  whether or not Lessee  shall have  vacated or
abandoned the Premises. In such event Lessor shall be entitled to enforce all of
Lessor's  rights and remedies  under this Lease,  including the right to recover
the rent as it becomes due hereunder.

                   Pursue any other remedy now or hereafter  available to Lessor
under the laws or  judicial  decisions  of the state  wherein the  Premises  are
located.  Unpaid  installments of rent and other unpaid monetary  obligations of
Lessee  under the terms of this Lease shall bear  interest  from the date due at
the maximum rate then allowable by law.

          13.3. Default by Lessor.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no event later than thirty  (30) days after  written  notice by Lessee to Lessor
and to the holder of any first  mortgage or deed of trust  covering the Premises
whose  name and  address  shall have  theretofore  been  furnished  to Lessee in
writing,  specifying  wherein  Lessor  has failed to  perform  such  obligation;
provided,  however,  that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for  performance  then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.

          13.4. Late Charges.  Lessee hereby  acknowledges  that late payment by
Lessee to Lessor of Base Rent,  Lessee's Share of Operating  Expense Increase or
other sums due hereunder  will cause Lessor to incur costs not  contemplated  by
this Lease, the exact amount of which will be extremely  difficult to ascertain.
Such costs include,  but are not limited to, processing and accounting  charges,
and late charges  which may be imposed on Lessor by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall  pay to  Lessor a late  charge  equal to 6% of such  overdue  amount.  The
parties  hereby  agree that such late charge  represents  a fair and  reasonable
estimate  of the costs  Lessor  will incur by reason of late  payment by Lessee.
Acceptance  of such late  charge by  Lessor  in no even  constitute  a waiver of
Lessee's  default with respect to such overdue  amount,  nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.
<PAGE>
14. Condemnation.  If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease  shall  terminate  as to the part so  taken as of the date the  condemning
authority takes title or possession, whichever first occurs; provided that if so
much  of the  Premises  or  the  Office  Building  Project  are  taken  by  such
condemnation  as would  substantially  and  adversely  affect the  operation and
profitability  of Lessee's  business  conducted from the Premises,  Lessee shall
have the option,  to be exercised  only in writing within thirty (30) days after
Lessor shall have given Lessee  written notice of such taking (or in the absence
of such notice,  within thirty (30) days after the  condemning  authority  shall
have taken  possession),  to terminate  this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises  remaining,  except that the rent and Lessee's
Share of Operating  Expense Increase shall be reduced in the proportion that the
floor area of the Premises  taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded  from the Common Areas usable by Lessee and
no  reduction  of rent shall occur with  respect  thereto or by reason  thereof.
Lessor shall have the option in its sole  discretion to terminate  this Lease as
of the taking of  possession  by the  condemning  authority,  by giving  written
notice to Lessee of such  election  within  thirty  (30) days  after  receipt of
notice of a taking by  condemnation  of any part of the  Premises  or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office  Building  Project  under the power of eminent  domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation  for diminution in value of the
leasehold  or for the  taking of the fee,  or as  severance  damages;  provided,
however,  that Lessee  shall be entitled  to any  separate  award for loss of or
damage to Lessee's trade fixtures,  removable  personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such  improvements  shall be amortized  over the original  term of this Lease
excluding any options.  In the event that this Lease is not terminated by reason
of such  condemnation,  Lessor shall to the extent of severance damages received
by Lessor  in  connection  with  such  condemnation,  repair  any  damage to the
Premises  cause by such  condemnation  except to the extent that lessee has been
reimbursed therefor by the condemning authority.  Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15.       Broker's Fee.

                   The brokers  involved in this transaction are Voit Commercial
Brokerage as "listing broker" and GAM Properties,  Inc. as "cooperating broker,"
licensed real estate broker(s).  A "cooperating broker" is defined as any broker
other than the  listing  broker  entitled to a share of any  commission  arising
under this Lease. Upon execution of this Lease by both parties, Lessor shall pay
to said  broker(s)  jointly,  or in such  separate  shares as they may  mutually
designate in writing,  a fee as set forth in a separate agreement between Lessor
and said  broker(s),  or in the event  there is no  separate  agreement  between
Lessor and said  broker(s),  the sum of per commission  schedule,  for brokerage
services rendered by said broker(s) to Lessor in this transaction.

                   Lessor  further  agrees  that  (i) if  Lessee  exercises  any
Option,  as defined in paragraph 39.1 of this Lease,  which is granted to Lessee
under this Lease,  or any  subsequently  granted  option which is  substantially
similar to an Option  granted  to Lessee  under  this  Lease,  or (ii) if Lessee
acquires  any rights to the Premises or other  premises  described in this Lease
which are substantially similar to what Lessee would have acquired had an Option
herein  granted to Lessee been  exercised,  or (iii) if said  broker(s)  are the
procuring  cause of any other  lease or sale  entered  into  between the parties
pertaining to the Premises  and/or any adjacent  property in which Lessor has an
interest,  or (v) if the  Base  Rent  is  increased,  whether  by  agreement  or
operation of an escalation clause contained herein, then as to any of said


<PAGE>
transactions  or rent  increases,  Lessor  shall  pay  said  broker(s)  a fee in
accordance  with  the  schedule  of said  broker(s)  in  effect  at the  time of
execution  of this  Lease.  Said fee  shall be paid at the time  such  increased
rental is determined.

                   Lessor  agrees  to pay said fee not only on  behalf of Lessor
but also on behalf of any  person,  corporation,  association,  or other  entity
having an ownership  interest in said real  property or any part  thereof,  when
such fee is due hereunder.  Any  transferee of Lessor's  interest in this Lease,
whether such transfer is by agreement or by operation of law, shall be deemed to
have  assumed  Lessor's  obligation  under this  paragraph  15. Each listing and
cooperating  broker shall be a third party beneficiary of the provisions of this
paragraph 15 to the extent of their  interest in any  commission  arising  under
this  Lease and may  enforce  that  right  directly  against  Lessor;  provided,
however,  that all brokers  having a right to any part of such total  commission
shall be a necessary party to any suit with respect thereto.

                   Lessee and Lessor  each  represent  and  warrant to the other
that neither has had any dealings with any person, firm, broker or finder (other
than the person(s), if any, whose names are set forth in paragraph 15(a), above)
in connection with the negotiation of this Lease and/or the  consummation of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction  and Lessee and Lessor do each hereby  indemnify  and hold the other
harmless from and against any costs, expenses,  attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker,  finder
or other similar party by reason of any dealings or actions of the  indemnifying
party.

16.       Estoppel Certificate.

                   Each party (as "responding party") shall at any time upon not
less than ten (10) days prior written  notice from the other party  ("requesting
party") execute,  acknowledge and deliver to the requesting party a statement in
writing  (i)  certifying  that this  Lease is  unmodified  and in full force and
effect (or, if modified,  stating the nature of such modification and certifying
that this Lease,  as so  modified,  is in full force and effect) and the date to
which  the  rent  and  other  charges  are  paid in  advance,  if any,  and (ii)
acknowledging  that there are not,  to the  responding  party's  knowledge,  any
uncured  defaults  on the  part of the  requesting  party,  or  specifying  such
defaults if any are claimed.  Any such statement may be conclusively relied upon
by any prospective  purchaser or encumbrancer of the Office Building  Project or
of the business of Lessee.

                   At the requesting party's option, the failure to deliver such
statement  within  such time  shall be a  material  default of this Lease by the
party who is to respond,  without any further notice to such party,  or it shall
be  conclusive  upon such party that (i) this Lease is in full force and effect,
without  modification except as may be represented by the requesting party, (ii)
there are no uncured defaults in the requesting party's  performance,  and (iii)
if Lessor is the requesting  party, not more than one month's rent has been paid
in advance.
<PAGE>
                   If Lessor desires to finance,  refinance,  or sell the Office
Building  Project,  or any part thereof,  Lessee hereby agrees to deliver to any
lender or purchaser  designated by Lessor such financial statements of Lessee as
may be reasonably  required by such lender or purchaser.  Such statements  shall
include  the past  three (3) years'  financial  statements  of Lessee.  All such
financial statements shall be received by Lessor and such lender or purchaser in
confidence and shall be sued only for the purposes herein set forth.

17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean only the
owner  or  owners,  at the time in  question,  of the fee  title  or a  lessee's
interest  in a ground  lease of the  Office  Building  Project,  and  except  as
expressly  provided in paragraph  15, in the event of any transfer of such title
or interest,  Lessor herein named (and in case of any subsequent  transfers then
the grantor)  shall be relieved  from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed,  provided
that any funds in the hands of  Lessor  or the ten  grantor  at the time of such
transfer,  in which Lessee has an interest,  shall be delivered to grantee.  The
obligations  contained in this Lease to be performed by Lessor shall, subject as
aforesaid,  be binding on Lessor's  successors  and  assigns,  only during their
respective periods of ownership.

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

19. Interest on Past-Due Obligations.  Except as expressly herein provided,  any
amount due to Lessor not paid when due shall bear  interest at the maximum  rate
then allowable by law or judgments  from the date due.  Payment of such interest
shall not excuse or cure any  default  by Lessee  under  this  Lease;  provided,
however,  that interest shall not be payable on late charges  incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20. Time of Essence.  Time is of the essence with respect to the  obligations to
be performed under this Lease.

21.  Additional  Rent.  All monetary  obligations  of Lessee to Lessor under the
terms of this lease,  including  but not limited to Lessee's  Share of Operating
Expense  Increase and any other expenses  payable by Lessee  hereunder  shall be
deemed to be rent.

22.  Incorporation  of Prior  Agreements;  Amendments.  This Lease  contains all
agreements of the parties with respect to any matter mentioned  herein. No prior
or  contemporaneous  agreement or  understanding  pertaining  to any such matter
shall be effective.  This Lease may be modified in writing  only,  signed by the
parties in interest at the time of the modification.  Except as otherwise stated
in this Lease,  Lessee hereby  acknowledges  that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility  regarding the Occupational Safety Health
Act, the legal use and  adaptability or the Premises and the compliance  thereof
with all  applicable  laws and  regulations  in effect  during  the term of this
Lease.

23. Notices.  Any notice required or permitted to be given hereunder shall be in
writing and may be given by  personal  delivery or by  certified  or  registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address  noted below or  adjacent  to the  signature  of the
respective  parties,  as the case may be.  Mailed  notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following

<PAGE>
deposit in the mail, postage prepaid,  whichever first occurs.  Either party may
by notice to the other specify a different  address for notice  purposes  except
that upon  Lessee's  taking  possession  of the  Premises,  the  Premises  shall
constitute Lessee's address for notice purposes.  A copy of all notices required
or permitted to be given to Lessor  hereunder shall be concurrently  transmitted
to such  party or  parties  at such  addresses  as Lessor  may from time to time
hereafter designate by notice to Lessee.

24.  Waivers.  No waiver by Lessor  of any  provision  hereof  shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by Lessee of
the same or any other  provision.  Lessor's  consent to, or approval of, any act
shall not be deemed to render  unnecessary the obtaining of Lessor's  consent or
approval of any  subsequent  act by Lessee.  The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding  breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  Lessor's  knowledge  of such  preceding  breach  at the  time of
acceptance of such rent.

25.  Recording.  Either  Lessor or Lessee  shall,  upon  request  of the  other,
execute,  acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part  thereof  after the  expiration  of the term  hereof,  such
occupancy shall be a tenancy from month to month upon all the provisions of this
lease  pertaining  to the  obligations  of Lessee,  except that the rent payable
shall be two hundred  percent (200%) of the rent payable  immediately  preceding
the termination date of this Lease,  and all Options,  if any, granted under the
terms of this  lease  shall be deemed  terminated  and be of no  further  effect
during said month to month tenancy.

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

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect;  Choice of Law. Subject to any provisions hereof restricting
assignment or  subletting  by Lessee and subject to the  provisions of paragraph
17,  this  Lease  shall  bind  the  parties,  their  personal   representatives,
successors  and  assigns.  This Lease shall be governed by the laws of the State
where the Office Building Project is located and any litigation  concerning this
Lease  between the parties  hereto shall be initiated in the county in which the
Office Building Project is located.
<PAGE>
30.       Subordination.

                   This Lease,  and any Option or right of first refusal granted
hereby, at Lessor's option, shall be subordinate to any ground lease,  mortgage,
deed of trust, or any other  hypothecation  or security now or hereafter  placed
upon  the  Office  Building  Project  and to any  and all  advances  made on the
security   thereof   and  to  all   renewals,   modifications,   consolidations,
replacements  and  extensions  thereof.   Notwithstanding   such  subordination,
Lessee's  right to quiet  possession  of the Premises  shall not be disturbed if
Lessee is not in default  and so long as lessee  shall pay the rent and  observe
and perform all of the provisions of this Lease,  unless this Lease is otherwise
terminated  pursuant to its terms.  If any  mortgagee,  trustee or ground lessor
shall elect to have this lease and any Options  granted hereby prior to the lien
of its mortgage,  deed of trust or ground lease,  and shall give written  notice
thereof to Lessee,  this Lease and such  Options  shall be deemed  prior to such
mortgage,  deed of trust or ground lease, whether this Lease or such Options are
dated prior or subsequent to the date of said mortgage,  deed of trust or ground
lease or the date of recording thereof.

                   Lessee agrees to execute any documents required to effectuate
an  attornment,  a  subordination,  or to make this Lease or any Option  granted
herein prior to the lien of any mortgage,  deed of trust or ground lease, as the
case may be.  Lessee's  failure to execute such  documents  within ten (10) days
after written  demand shall  constitute a material  default by Lessee  hereunder
without  further notice to Lessee or, at Lessor's  option,  Lessor shall execute
such  documents  on behalf of Lessee as Lessee's  attorney-in-fact.  Lessee does
hereby   make,   constitute   and   irrevocably   appoint   Lessor  as  Lessee's
attorney-in-fact  and in  Lessee's  name,  place  and  stead,  to  execute  such
documents in accordance with this paragraph 30(b).




31.       Attorneys' Fees.

          31.1. If either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights  hereunder,  the prevailing  party in
any such action,  trial or appeal  thereon,  shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or a separate  suit,  and  whether or not such  action is pursued to decision or
judgment.  The  provisions of this  paragraph  shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

          31.2.  The  attorneys'  fee award shall not be computed in  accordance
with any  court  fee  schedule,  but  shall be such as to  fully  reimburse  all
attorneys' fees reasonably incurred in good faith.

          31.3.  Lessor shall be entitled to reasonable  attorneys' fees and all
other costs and expenses  incurred in the  preparation  and service of notice of
default  and  consultations  in  connection  therewith,  whether  or not a legal
transaction is subsequently commenced in connection with such default.

32.       Lessor's Access.

          32.1.  Lessor and  Lessors'  agents  shall have the right to enter the
Premises at reasonable times for the purpose of inspecting the same,  performing
any services  required of Lessor,  showing the same to  prospective  purchasers,
lenders, or lessees,  taking such safety measures,  erecting such scaffolding or
other necessary structures,  making such alterations,  repairs,  improvements or
additions  to the  Premises  or to the  Office  Building  Project  as Lessor may
reasonably  deem necessary or desirable and the erecting,  using and maintaining
of facilities,  services,  pipes and conduits  through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of

<PAGE>
the  Premises.  Lessor  may at any time  place on or about the  Premises  or the
Building  any  ordinary  "For Sale"  signs and Lessor may at any time during the
last 120 days of the term hereof  place on or about the  Premises  any  ordinary
"For Lease" signs.

          32.2.  All activities of Lessor  pursuant to this  paragraph  shall be
without abatement of rent, nor shall Lessor have any liability to Lessee for the
same.

          32.3.  Lessor  shall have the right to retain keys to the Premises and
to unlock  all doors in or upon the  Premises  other  than to files,  vaults and
safes,  and in the case of  emergency  to enter the  Premises by any  reasonably
appropriate means, and any such entry shall not be deemed a forcible or unlawful
entry or detainer of the Premises or an eviction.  Lessee waives any charges for
damages or  injuries  or  interference  with  Lessee's  property  or business in
connection therewith.

33.  Auctions.  Lessee shall not  conduct,  nor permit to be  conducted,  either
voluntarily or involuntarily,  any auction upon the Premises or the Common Areas
without first having obtained  Lessor's prior written  consent.  Notwithstanding
anything  to the  contrary  in this  lease,  Lessor  shall not be  obligated  to
exercise any standard of  reasonableness  in  determining  whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34.  Signs.  Lessee  shall not place any sign upon the  Premises  of the  Office
Building Project without Lessor's prior written consent.  Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project.

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

36.  Consents.  Except for  paragraphs  33  (auctions)  and 34  (signs)  hereof,
wherever  in the Lease the  consent  of one party is  required  to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37.  Guarantor.  In the event  that there is a  guarantor  of this  Lease,  said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants,  conditions and provisions on Lessee's part
to be observed and performed  hereunder,  Lessee shall have quiet  possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease.  The individuals  executing this Lease on behalf of Lessor  represent and
warrant  to  Lessee  that they are  fully  authorized  and  legally  capable  of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.
<PAGE>
39.       Options.

          39.1. Definition.  As used in this paragraph the word "Option" has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to renew  this  lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (2) the  option  of right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal  to lease  other  space  within  the  Office  Building  Project or other
property of Lessor or the right of first  offer to lease other space  within the
office Building Project or other property of Lessor;  (3) the right or option to
purchase the Premises or the Office Building Project,  or the right or option to
purchase  other  property of Lessor,  or the right of first  refusal to purchase
other  property of Lessor or the right of first offer to purchase other property
of Lessor.

          39.2. Options Personal. Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who does so without  the  intent of  thereafter
assigning this Lease or subletting the Premises or any portion thereof,  and may
not be exercised  or be assigned,  voluntarily  or  involuntarily,  by or to any
person or entity other than  Lessee;  provided,  however,  that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease.  The Options,  if any,  herein  granted to Lessee are not assignable
separate and apart from this Lease,  nor may any Option be  separated  from this
lease in any manner, either by reservation or otherwise.

39.3.  Multiple  Options.  In the event that Lessee has any multiple  options to
extend or renew this Lease as later option cannot be exercised  unless the prior
option to extend or renew this Lease has been so exercised.

          39.4.    Effect of Default on Options.

                   Lessee   shall   have  no  right  to   exercise   an  Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the time  commencing  from the date  Lessor  gives to Lessee a notice of default
pursuant to paragraph  13.1[c] or 13.1(d) and continuing until the noncompliance
alleged in said  notice of default is cured,  or (ii)  during the period of time
commencing  on the day after a monetary  obligation to Lessor is due from Lessee
and unpaid  (without any necessity for notice  thereof to Lessee) and continuing
until the  obligation  is paid,  or (iii) in the event that  Lessor has given to
Lessee three or more notices of default under  paragraph  13.1[c],  or paragraph
13.1(d),  whether or not the defaults  are cured,  during the 12 month period of
time immediately  prior to the time that lessee attempts to exercise the subject
Option, (iv) if Lessee has committed any non-curable  breach,  including without
limitation those described in paragraph  13.1(b),  or is otherwise in default of
any of the terms, covenants or conditions of this Lease.

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

                   All rights of Lessee under the  provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely  exercise of the Option,  if, after such  exercise and during the term of
this lease,  (i) Lessee fails to pay to Lessor a monetary  obligation  of Lessee
for a period of thirty (30) days after such obligation  becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to


<PAGE>
commence to cure a default  specified in paragraph  13.1(d)  within  thirty (30)
days after the date that Lessor gives  notice to Lessee of such  default  and/or
Lessee fails  thereafter to diligently  prosecute  said cure to  completion,  or
(iii) Lessor gives to lessee  three or more notices of default  under  paragraph
13.1[c], or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if
Lessee has committed any non-curable breach,  including without limitation those
described in paragraph 13.1(b),  or is otherwise in default of any of the terms,
covenants and conditions of this Lease.

40.       Security Measures - Lessor's Reservations.

          40.1. Lessee hereby  acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other  security  measures for the benefit
of  the  Premises  or  the  Office   Building   Project.   Lessee   assumes  all
responsibility  for the protection of Lessee,  its agents,  and invitees and the
property  of Lessee  and of  Lessee's  agents  and  invitees  from acts of third
parties.  Noting herein contained shall prevent Lessor, at Lessor's sole option,
from providing  security  protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

          40.2.    Lessor shall have the following rights:

                   To change the name,  address or title of the Office  Building
Project or building in which the Premises are located upon not less than 90 days
prior written notice;

                   To,  at  Lessee's  expense,   provide  and  install  Building
standard  graphics on the door of the Premises  and such  portions of the Common
Areas as Lessor shall reasonably deem appropriate;

                   To permit  any  lessee the  exclusive  right to  conduct  any
business as long as such exclusive  does not conflict with any rights  expressly
given herein;

                   To place  signs,  notices or  displays  as Lessor  reasonably
deems  necessary or advisable  upon the roof,  exterior of the  buildings or the
Office Building Project or on pole signs in the Common Areas.

          40.3.    Lessee shall not:

                   Use a  representation  (photographic  or  otherwise)  of  the
Building or the Office  Building  Project or their  name(s) in  connection  with
Lessee's business;

                   Suffer or permit anyone, except in emergency,  to go upon the
roof of the Building.

41.       Easements.

          41.1. Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and to cause the  recordation of Parcel Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned  documents  upon  request  of Lessor  and  failure to do so shall
constitute  a  material  default of this  Lease by Lessee  without  the need for
further notice to Lessee.

          41.2. The obstruction of Lessee's view, air, or light by any structure
erected in the  vicinity of the  Building,  whether by Lessor or third  parties,
shall in no way affect this Lease or impose any liability upon Lessor.
<PAGE>
42.  Performance  Under Protest.  If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary  payment,  and there shall survive the right on the part
of said  party  to  institute  suit for  recovery  of such  sum.  If it shall be
adjudged  that  there was no legal  obligation  on the part of said party to pay
such sum or any part  thereof,  said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

43.  Authority.  If  Lessee is a  corporation,  trust,  or  general  or  limited
partnership,  Lessee, and each individual executing this Lease on behalf of such
entity  represent and warrant that such individual is duly authorized to execute
and deliver  this Lease on behalf of said  entity.  If Lessee is a  corporation,
trust or partnership,  Lessee shall,  within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

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

45.  No  Offer.  Preparation  of this  lease by  Lessor  or  Lessor's  agent and
submission  of same to  lessee  shall not be deemed an offer to Lessee to lease.
This Lease shall become  binding upon Lessor and Lessee only when fully executed
by both parties.

46. Lender Modification.  Lessee agrees to make such reasonable modifications to
this  lease  as  may  be  reasonably  required  by an  institutional  lender  in
connection  with the obtaining of normal  financing or refinancing of the Office
Building Project.

47.  Multiple  Parties.  If more  than one  person  or entity is named as either
Lessor or Lessee herein,  except as otherwise  expressly  provided  herein,  the
obligations  of the  Lessor or  Lessee  herein  shall be the  joint and  several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter.  This Lease is supplemented by that certain Work Letter of even
date  executed  by  Lessor  and  Lessee,  attached  hereto  as  Exhibit  C,  and
incorporated herein by this reference.

49. Attachments.  Attached hereto are the following documents which constitute a
part of this Lease:
         Exhibit A - Floor Plan
         Exhibit B - Rules and Regulations

50. Rent.

         $4,686.00 + utilities per month (months 1-12) on 5,680 square feet


<PAGE>
         $6,375.00 + utilities  per month  (months  13-24) on 7,500  square feet
         $6,630.00 + utilities  per month  (months  25-36) on 7,500  square feet
         Lessor  will abate  months 2 and the first two (2) weeks of month 13 is
         free of rent

51. Option.  Lessee shall be granted three (3) individual three (3) year options
at a rate equal to the previous year's rent, plus an eight percent (8%) increase
per three (3) year term.  Lessee  shall be  granted a first  right of refusal to
expand to an additional floor.

52. Early Termination.  Lessee shall have the right to terminate this Lease with
three (3) months advance  written notice to Lessor no later than then end of the
twenty-first  (21st) month of the Lease term (minimum term of  twenty-four  (24)
months).  This is a one time right to cancel  and Lessee  agrees to pay a Twenty
Thousand and no/100 Dollars ($20,000.00) cancellation fee.

53.  Signage.  Lessee  shall have the  signage on the upper  level of the South,
East, and West face of the Premises.  Lessee shall also be given the top portion
of any existing or future planned monument sign on Miramar Road,  subject to the
allowable  footage and city  specifications  pursuant to said property.  Signage
shall be mutually agreed upon by Lessor and Lessee.

54.  Lessor  shall have the right to enter  unused  portion of space  during the
first 12 months of the lease term.

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

         IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
         YOUR ATTORNEY FOR HIS APPROVAL.  NO REPRESENTATION OR RECOMMENDATION IS
         MADE BY THE AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
         ESTATE  BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL  SUFFICIENCY,
         LEGAL  EFFECT,  OR TAX  CONSEQUENCES  OF THIS LEASE OR THE  TRANSACTION
         RELATING  THERETO;  THE  PARTIES  SHALL RELY  SOLELY UPON THE ADVICE OF
         THEIR OWN LEGAL  COUNSEL AS TO THE LEGAL AND TAX  CONSEQUENCES  OF THIS
         LEASE.



LESSOR



[SIGNED]_________________________

By: Shih Ching Chiang, Owner

7256 Rock Canyon Drive
San Diego, CA 92126


LESSEE

GREENLAND CORPORATION



[SIGNED]_________________________

By: Eric W. Gaer, President

4180 La Jolla Village Drive, #315
La Jolla, CA 92037


<PAGE>
                              STANDARD OFFICE LEASE
                                   FLOOR PLAN
                                    Exhibit A


[GRAPHIC OMITTED]



         Carpet throughout.

         Paint all walls except for lobby where mural exists (touch-up).

         Replace all wallpaper except in existing main hallway.

         Install  electrical  outlets,  switches and phone jacks as  diagrammed.
                  Minor adjustments may be required per layout.

         It       is  agreed  and  understood  that  there  may  be  some  minor
                  adjustments made by either the contractor and/or the Lessee as
                  to  the   exact   location   of  all  new  walls  at  time  of
                  installation.  However, it is agreed that the above floor plan
                  is generally acceptable to all parties.



<PAGE>
                                   EXHIBIT 10n



               SETTLEMENT AGREEMENT AND RELEASE BETWEEN PLAINTIFF,
                                GREGORY C. MANOS
                                       AND
           DEFENDANTS, GREENLAND CORPORATION, A NEVADA CORPORATION AND
                          KEVIN G. SMITH, AN INDIVIDUAL



         WHEREAS,  plaintiff,  Gregory C. Manos  (hereinafter  "plaintiff")  has
filed a Complaint.  (the "Action") which is pending before the Superior Court of
the State of California for the County of San Diego against defendants GREENLAND
CORPORATION,   a  Nevada  Corporation,   and  KEVIN  G.  SMITH,  and  individual
("defendants").

         WHEREAS,   plaintiff  has  alleged  in  his  Compliant  that  defendant
GREENLAND  CORPORATION  breached  a  contract,  and  both  defendants  committed
fraudulent deceit and negligent misrepresentation in connection with plaintiff's
right to receive common stock in defendant  GREENLAND  CORPORATION  for services
rendered in connection with a beverage  product known as "Absolutely  American";
and

         WHEREAS,  the parties agree and  acknowledge  that on May 18, 1995, the
parties  executed a  modification  to the  contract  which is the subject of the
Action. This modification gave plaintiff the right to 80,000 shares common stock
in defendant GREENLAND  CORPORATION,  the resale of which is restricted pursuant
to 17 C.F.R.  [delta]  230.144,  or "Rule 144" of the Federal  Securities Act of
1933.

         WHEREAS,  defendants,  denying  wrongdoing of any kind whatsoever,  and
without  admitting  liability,  nevertheless  have  agreed  to enter  into  this
Settlement  Agreement  and  Release  ("Agreement")  to  avoid  further  expense,
inconvenience and the distraction of burdensome and protracted litigation;

         NOW,  THEREFORE,  it is agreed by and between the undersigned that this
Action be settled  and  compromised  as between  plaintiff  and  defendants  and
further:

            1. This Agreement and any  proceedings  taken hereunder shall not in
any event be construed or be deemed to be a concession on the part of defendants
of any fact, liability or wrongdoing whatsoever.  Neither this Agreement nor any
of its provisions, or evidence of any negotiations or proceedings leading to the
settlement,  shall be offered or received in this Action, or in any other action
or  proceeding,  as an  admission  or  concession  of  any  fact,  liability  or
wrongdoing  of any nature on the part of  defendants  or anyone  acting on their
behalf.

            2. The parties  hereto and their  counsel  agree to undertake  their
best  efforts and  mutually  cooperate,  including  taking all steps and efforts
contemplated  by this Agreement and any other lawful steps and efforts which may
become  necessary  by  order of the  Court  or  otherwise,  to  effectuate  this
Agreement and the  settlement  set forth herein.  As soon as  practicable  after
execution of this Agreement, plaintiff will take all necessary steps to secure a
dismissal of this Action, with prejudice, as to all defendants.

 3.      In full and complete  settlement  of all claims which have been,  might
         have been,  are nor or could be asserted  in this  Action by  plaintiff
         against  defendants,  and subject to the remaining  provisions  hereof,
         defendants shall"

                  a. Within three (3) days of the  execution  of this  Agreement
deliver to plaintiff's attorneys a cashier's check in the amount of six thousand
five hundred  dollars  ($6,500) and payable to "Kendrick Bonas Hancock & Nutley,
Client Trust Account."

                    b. Within three (3) days of the execution of this  Agreement
               deliver to

<PAGE>
plaintiff's  attorneys  certificates  representing 80,000 shares common stock in
defendant GREENLAND  CORPORATION,  the resale of which is restricted pursuant to
17 C.F.R. [delta] 230.144, or "Rule 144" of the Federal Securities Act of 1933.

                  c. On or before May 17th,  1997 provide all legal  requirement
to  effectuate  the  removal  of  the  restrictive   legends  appearing  on  the
certificates  referenced in part (b), above, including the provision of, but not
necessarily limited to:

                         (1)  An  attorney   opinion  letter  stating  that  all
                    Requirements for the removal of the restrictive legend under
                    Rule 144 have been met; and

                         (2) A letter from Greenland  Corporation  approving the
                    removal of the legends;

                         (3) A seller's representation letter; and

                         (4) A broker's representation letter; and

                         (5) Any required affidavits; and

                         (6) Copies of any  documentation  required  to be filed
                    with the Federal Securities and Exchange Commission in order
                    to effectuate the removal of the restrictive legends.

          4.  Plaintiff  agreement  to  act  in  good  faith  in  assisting  the
effectuation  of part [c] of paragraph 3 above,  including,  but not limited to,
following any steps  required for the delivery of the 80,000  shares  restricted
common  stock in GREENLAND  CORPORATION  to a  broker-dealer  as  designated  by
defendant GREENLAND CORPORATION,  on or about May 17, 1997. Until that time, the
shares shall be maintained at plaintiff's counsel's place of business,  and will
not be transferred, sold, hypothecated or conveyed in any way.

          5. If,  for any  reason,  the  removal  of the  restrictive  legend on
certificates  representing  80,000 shares  common stock in GREENLAND  CORPORATIN
cannot be effectuated, or if, for any reason, by the close of business June 6th,
1997,  plaintiff is not in possession of 80,000 shares common stock in GREENLAND
CORPORATION  bearing no  restrictive  legend,  defendant  GREENLAND  CORPORATION
agrees to repurchase all said 80,000 shares restricted common stock in GREENLAND
CORPORATION at the price appearing for common stock in GREENLAND  CORPORATION in
the "Local Stocks"  Business  Section of the San Diego  Union-Tribune on Friday,
May 16th,  1997.  If, for any  reason,  no such  price  appears in the San Diego
Union-Tribune on that day, then GREENLAND  CORPORATION  agrees to repurchase all
said 80,000  shares  restricted  common  stock in GREENLAND  CORPORATION  at the
latest  price of common stock in GREENLAND  CORPORATION  appearing  prior to May
16th,   1997  in  the  "Local  Stocks"   Business   Section  of  the  San  Diego
Union-Tribune.

          6. Plaintiff, in consideration of the forgoing, for himself and as his
respective  assigns,  representatives,   servants,  executors,   administrators,
descendants,  dependents,  and heir,  hereby fully release and forever discharge
defendants  along with all of the predecessors  and  successors-in-interest  and
their  respective  past  and  present  parents,  subsidiaries,  joint  ventures,
partnerships, related companies, affiliates, unincorporated entities, divisions,
groups, present or former directors,  officers,  agents and employees,  from any
and all injuries,  demands,  losses, damages, costs, loss of service,  expenses,
compensations, claims, suits, causes of action, attorneys' fees, obligations, or
liabilities of any nature, type or description, which plaintiff has, or has ever
had, or may claim to have, whether known, unknown, foreseen,  unforeseen, patent
or  latent,  from the  beginning  of time to the date  hereof  by  reason of any
dealings or matters  relating in any way to plaintiff's  claims for common stock
in GREENLAND CORPORATION, including without restricting the foregoing generally,
any and  all  injuries,  demands,  losses,  damages,  costs,  loss  of  service,
expenses,  compensations,  claims,  suits, causes of action,  rights,  disputes,
differences,  controversies,  debts, dues, sums of money, accounts,  reckonings,
expenses, attorneys' fees, obligations, or liabilities of any

<PAGE>
nature whatsoever, in law or in equity, which plaintiff has, or has ever had, or
will have,  or may claim to have  against the  defendants  by reason of any act,
cause, matter or thing whatsoever which is in whole or in part of the subject of
the aforesaid Action or in any way related to this Action.

          7. In executing this agreement,  the parties hereto, and each of them,
warrant and represent  that they do so with full knowledge of any and all rights
that  they  have and that  they do not  rely,  and  have  not  relied,  upon any
representation made by any other party with regard to this mutual release or the
basis thereof.  Each party hereby assumes the risk of any mistake of fact on its
part, in connection  with the true facts involved  herein and with regard to any
facts  which are known or unknown to it. In this  connection  each party  hereby
acknowledges that it has read section 1542 of the California Civil Code, that it
has been advised by counsel with regard to its meaning,  and that it understands
the same. Said statute provides as follows:

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

The parties hereto and each of them agree to and hereby waive and relinquish all
rights and  benefits  afforded  under the  provision  of section  1542 as stated
above.

          Each  party  warrants  that  he,  she or it has  the  full  right  and
authority  to enter into this  agreement  and make the  release  and  agreements
contained  herein,  and receive the  consideration  herein provided.  Each party
agrees to indemnify  and hold  harmless any other party from any  liability  and
expense incurred, including attorneys' fees and costs, as a result of any breach
of this warranty.

          Each party agrees,  represents and warrants that it has not heretofore
or  concurrently  assigned or transferred any claims,  rights,  or privileges it
has, or may have had with respect to claims released by this  agreement,  to any
other  person or entity and shall not do so in the future.  All  warranties  and
representations  contained  herein are continuing and survive  execution of this
agreement.

          Each  party  shall pay their own  attorneys'  fees and court  costs in
connection  with this  Action,  and neither  party shall seek  reimbursement  of
attorneys'  fees and court costs either by way of motion or cost  memorandum  or
any other manner, in this case.

          This Agreement contains the entire agreement among the parties hereto.
All terms of this Agreement are contractual and not mere recitals. The terms are
and shall be binding upon each of the parties hereto,  their agents,  attorneys,
employees,  successors,  and  assigns,  and upon all other  persons  claiming an
interest in the subject matter hereof.

          This  Agreement may be pleaded as a full and complete  defense to, and
may be used as the basis for an injunction  against,  any action,  suit or other
proceeding  which may be  instituted,  prosecuted or attempted in breach of this
Agreement.

          This Agreement shall become effective upon its execution by all of the
undersigned.

          The provisions of this Agreement shall be construed in accordance with
the laws of the State of California.

          Nothing  herein  shall be  construed  as  denying or  disparaging  any
party's right to enforce this Agreement by judicial proceeding.  In the event of
litigation arising out of this Agreement,  the prevailing party or parties shall
be entitled to its costs of litigation, including its reasonable attorneys' fees
which may be incurred as a result of such litigation.

          This Agreement may be amended only by a written modification  executed
by all parties.

     This  Agreement  may be  executed  in  counterparts,  each of  which  shall
constitute an original.


<PAGE>
          This  Agreement  has  been  approved  as to form  and  content  by the
parties, through their respective counsel of record in this Action.


Dated:  March 4th, 1997                     [SIGNED]_____________________
                                                     Gregory C. Manos, Plaintiff



Dated:  February 27th, 1997                [SIGNED]_____________________
                                           Kevin G. Smith, Defendant



Dated:  February 27th, 1997                   [SIGNED]_____________________
                                           Greenland Corporation, Defendant

                                           By: Eric W. Gaer, President


<PAGE>
                                   EXHIBIT 10o



                 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS


This Settlement Agreement and Release of All Claims (hereinafter  referred to as
"Release")  is  entered  into  this  20th  day of  March,  1997,  in San  Diego,
California,  by  and  between  CHARLES  BROWNE,  individually  and  representing
HOMETECH,  LLC, SUPERIOR  INTERACTIVE GROUP,  INC., and TECHNOSCAPE,  LLC; SUSAN
BROWNE, individually,  and JAY SHESTAK,  individually and representing SIGNATURE
LEASING,  LLC,  together  with  ERIC  GAER and  KEVIN  SMITH,  individually  and
representing  GREENLAND  CORPORATION,  in  consideration  of the mutual promises
herein contained.

            1. Subject Matter

The subject matter of this Release consists of all acts, events,  circumstances,
or  occurrences  relating  to a Compliant  filed by CHARLES and SUSAN  BROWNE as
against GREENLAND  CORPORATION,  a Nevada corporation,  on June 25, 1996, in San
Diego  Superior  Court;  followed  by  a  subsequent  Cross-Complaint  filed  by
GREENLAND  CORPORATION,  a Nevada  Corporation,  and individuals KEVIN SMITH and
ERIC GAER, on August 22, 1996, also filed in San Diego Superior Court; with both
actions filed and identified under San Diego Superior Court Case No. 00701318.

The undersigned  acknowledge  this is a full and complete  settlement of any and
all claims as they pertain to the Complaint  and/or  Cross-Complaint  identified
under San Diego Superior Court Case No.
00701318.

The parties  agree that a dispute  exists  with  respect to the  allegations  as
alleged in the Complaint and/or  Cross-Complaint,  as identified under San Diego
County Superior Court Case No. 00701318; but nonetheless,  the parties desire to
compromise said positions and claims.

            General Release

All parties on behalf of themselves, and all others bound by this Release hereby
remise,  release,  and  forever  discharge  each  other,  and  their  respective
officers, directors, agents, employees, attorneys, adjusters, successors, heirs,
personal  representatives,  assigns,  and anyone else claiming,  by, through, or
under them, from all rights,  claims,  demands,  actions,  cause of action,  and
liability  of  any  kind  and  nature  whatsoever,  whether  known  or  unknown,
contemplated or  uncontemplated,  present or future,  which the parties may have
individually,  and/or as a group, may now, or after the signing of this Release,
have arising from,  created by, or in any manner  related to the subject  matter
described above.

All  parties  hereto,  and  each of  them,  acknowledge  there  is a risk  that,
subsequent to the execution of this Agreement, that they may


<PAGE>
discover,  incur, or suffer from claims which were unknown or  unanticipated  at
the time this Agreement was executed, including, without limitation,  unknown or
unanticipated  claims  which  arise  from,  that may be based upon or related to
matters  referred to in this  Agreement and which,  if known by them on the date
this  Agreement was executed,  may have  materially  affected  their decision to
execute this Agreement.  The Parties  acknowledge  they are assuming the risk of
such unknown and unanticipated  claims and agree this Agreement applied thereto.
THE PARTIES EXPRESSLY WAIVE THE BEENFITS OF SECTION 1545 OF THE CALIFORNIA CIVIL
CODE, WHICH READS AS FOLLOWS:

                  "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

The Parties have been apprised of the  statutory  language of Civil Code section
1542 and having been so apprised  and fully  understand  the same,  nevertheless
elect to waive and  relinquish  all rights and  benefits  which they have or may
have had under  Section 1542 of the Civil Code of the State of California or the
law of any other state or  jurisdiction  to the same or similar fact to the full
extent they may lawfully  waive all such rights and benefits  pertaining  to the
subject matter of this Agreement.  The Parties, and each of them,  understand if
the facts with respect to which this Agreement is executed are found hereinafter
to be other than or  different  from the facts now  believed by them to be true,
this  Agreement  shall be and remain  effective  notwithstanding  such  material
difference.

         Persons Released and Bound

The  persons  released  and bound by the  signing of this  Release  include  the
parties  hereto,  their  respective  officer,   directors,   agents,  employees,
attorneys, adjusters, successors, heirs, personal representatives,  assigns, and
anyone else claiming, by, through, or under them.

         No Admission of Liability

In making and effecting this Release, it is acknowledged, understood, and agreed
by the parties hereto that this Settlement  Agreement and Release of All Claims,
is intended to be construed only as a resolution of a disputed claim and neither
of the parties  hereto,  or the persons  released  and bound by this  Agreement,
admit,  concede,  deny,  or  otherwise  maintain  any  lack of  merit  in  their
respective assertions, conditions, positions, or those of the others.

         Consideration

In consideration for settlement, the parties hereby agree as follows:


<PAGE>
                     CHARLES BROWNE shall return and relinquish ownership
of 549,599 shares of common stock in GREENLAND CORPORATION issued
to him pursuant to Stock Certificate No. 2260 to GREENLAND
CORPORATION.

                           SUSAN BROWNE shall return and relinquish ownership
of 549,599 shares of common stock in GREENLAND CORPORATION issued
to her pursuant to Stock Certificate No. 2261 to GREENLAND
CORPORATION.

                           CHARLES BROWNE, on behalf of HOMETECH, LLC, shall
return and relinquish ownership of 100,000 shares of common stock
in GREENLAND CORPORATION issued to HOMETECH, LLC, pursuant to Stock
Certificate No. 2360 to GREENLAND CORPORATION.

                     JAY SHESTAK shall return and relinquish ownership of
50.251 and 25,000 shares of common stock in GREENLAND CORPORATION
issued to him pursuant to Stock Certificate Nos. 2493 and 2494,
respectively, to GREENLAND CORPORATION.

                     The parties relinquishing stock further agree not to
initiate  any  derivative  or  other   shareholder   action  against   GREENLAND
CORPORATION for any reason, based on any present or future ownership interest in
GREENLAND CORPORATION.

                     GREENLAND CORPORATION, upon receipt of said Stock
Certificates identified in subsections (a) and (b) above, shall issue to CHARLES
BROWNE and SUSAN BROWNE the aggregate  sum of 275,000  shares of common stock in
GREENLAND   CORPORATINO  with  no  restrictions  other  than  those  statutorily
mandated,  including,  but not limited to, any provisions  under Rule 144 of the
Securities and Exchange Act of 1933, as amended.  GREENLAND  CORPORATION,  KEVIN
SMITH,  and ERIC GAER,  and all  officers,  directors,  and agents of  GREENLAND
CORPORATION,  further  agree  they  will  not act in any  manner  whatsoever  to
restrict or hinder the sale of the stock  referred to herein to any third person
or entity.

         6. Representations of the Undersigned

The parties hereto expressly warranted and agree as follows:

                     That no promise or inducement has been made to obtain
their signatures hereto except as set forth herein;

                     That this Release is executed without reliance upon
any statement or representation by any party or any of the persons released,  or
anyone  acting for them,  concerning  the damages  suffered  or legal  liability
therefore;

                     That they have relied fully and completely on their
own judgment and the advise of their attorneys in making this
settlement;

                     That they are of legal age and legally competent to
execute this Release and accept full responsibility therefore;


<PAGE>
                     That they have carefully read this Release, understood
its terms and have executed it voluntarily and with full knowledge
of its significance.

            7.             Definitions

The work "undersigned" includes the singular as well as the plural when only one
person has  executed  the  Release.  The word  "person"  includes  corporations,
partnerships,  and  other  legal  entities,  as well as  individuals.  The  word
"Release" means this Settlement Agreement and Release of All Claims.

            8.             Attorneys' Fees

In the event that any litigation,  action,  suit,  demand,  or other  proceeding
arising out of the matters referred to in this Release shall be commenced, made,
or pursued against another party hereto by any party, the prevailing party shall
be entitled  to  reasonable  attorney  fees,  costs,  and  expenses  incurred in
defending and/or contesting each such claim.

         9.       Counter-Parts

This  Settlement   Agreement  and  Release  of  All  Claims  may  be  signed  in
counterparts.

         10.      Mutuality of Drafting

The parties agree that they mutually  drafted said  document,  and that it shall
not be  construed  against  either on the  basis  that one  party  drafted  said
Agreement.



IN WITNESS  WHEREOF,  the parties have  executed this  Settlement  Agreement and
Release of All Claims as of the date and year first  above  written  pursuant to
the laws of the State of California.

Dated: March 20, 1997           [SIGNED]_____________________
                                CHARLES BROWNE, individually

Dated: March 20, 1997           [SIGNED]_____________________
                                CHARLES BROWNE, representing
                                HOMETECH, LLC

Dated: March 20, 1997           [SIGNED]_____________________
                                -----------------------------
                                CHARLES BROWNE, representing
                                SUPERIOR INTERACTIVE GROUP, INC.

Dated: March 20, 1997           [SIGNED]___________________
                                SUSAN BROWNE, individually

Dated: March 20, 1997           [SIGNED]___________________
                                JAY SHESTAK, individually

Dated: March 20, 1997           [SIGNED]___________________
                                JAY SHESTAK, representing




<PAGE>





                                SIGNATURE LEASING, LLC.

Dated: March 20, 1997           [SIGNED]___________________
                                KEVIN SMITH, individually

Dated: March 20, 1997           [SIGNED]___________________
                                KEVIN SMITH, acting as agent of
                                GREENLAND CORPORATION

Dated: March 21, 1997           [SIGNED]___________________
                                ERIC GAER, individually

Dated: March 21, 1997           [SIGNED]___________________
                                ERIC GAER, acting as agent of
                                GREENLAND CORPORATION




APPROVED AS TO FORM:

Dated: March 20, 1997              SHIFFLET WALTERS KANE & KONOSKE

                                   By:      [SIGNED]___________________
                                            ---------------------------
                                            DOC ANTHONY ANDERSON, III, or
                                            GREGORY P. KONOSKE, attorneys
                                            for CHARLES BROWNE, individually
                                            and representing HOMETECH, LLC,
                                            SUPERIOR INTERACTIVE GROUP,INC.
                                            and TECHNOSCAPE, LLC; SUSAN BROWNE,
                                            individually; and JAY SHESTAK,
                                            individually and representing
                                            SIGNATURE LEASING, LLC.



Dated: March 21, 1997

                                   By:      [SIGNED]___________________
                                            CRAIG J. SHABER, and JEFFREY A.

<PAGE>
                                            NICHOLS,    attorneys   for
                                            GREENLAND  CORPORATION,   a
                                            Nevada   corporation,   and
                                            individuals  ERIC  GAER and
                                            KEVIN SMITH.


<PAGE>
                                   EXHIBIT 22

                              GREENLAND CORPORATION
                              LIST OF SUBSIDIARIES


         GAM Properties, Inc., a California Corporation


<PAGE>





                                 C O N T E N T S


                                                                          Page
INDEPENDENT AUDITOR'S REPORT.............................................  F-2
CONSOLIDATED BALANCE SHEETS..............................................  F-3
CONSOLIDATED STATEMENTS OF OPERATIONS....................................  F-4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY...............  F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS....................................  F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...............................  F-7
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS............................F-10
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
     SUPPLEMENTARY FINANCIAL INFORMATION..................................F-11
SCHEDULE V - RENTAL PROPERTIES............................................F-12
SCHEDULE VI - ACCUMULATED DEPRECIATION
     ON RENTAL PROPERTIES.................................................F-13

See Notes to Consolidated Financial Statements.


                                       F-1
<PAGE>
                                 SMITH & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

Members of:
American Institute of                              10 West 100 South, Suite #700
    Certified Public Accountants                   Salt Lake City, Utah  84101
Utah Association of                                Telephone:   (801) 575-8297
    Certified Public Accountants                   Facsimile:   (801) 575-8306
-----------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Greenland Corporation

We have  audited  the  accompanying  consolidated  balance  sheets of  Greenland
Corporation  and  subsidiary  as of December 31, 1996 and 1995,  and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the years ended December 31, 1996, 1995, and 1994. These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  Greenland
Corporation  and subsidiary as of December 31, 1996 and 1995, and the results of
their operations,  changes in stockholders' equity, and their cash flows for the
years ended  December 31, 1996,  1995,  and 1994, in conformity  with  generally
accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial statements, the Company has a working capital deficiency of $(520,501)
at December 31, 1996, and a retained  deficit of  $(1,843,265).  The Company has
suffered losses from operations and has a substantial  need for working capital.
This raises  substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to these  matters are  described  in Note 2 to the
consolidated  financial  statements.  The  accompanying  consolidated  financial
statements  do not include any  adjustments  that may result from the outcome of
this uncertainty.


                                                       /s/ Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS


Salt Lake City, Utah
March 20, 1997


See Notes to Consolidated Financial Statements.


                                       F-2

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                       12/31/96           12/31/95
                                                                                       --------           --------
ASSETS
Current Assets
<S>                                                                                <C>                <C>             
         Cash in banks                                                             $          6,909   $          8,523
         Escrow accounts                                                                      7,518              1,969
         Notes receivable                                                                         0             59,668
         Accounts receivable - officers (Note 2)                                            130,398                  0
                                                                                   ----------------   ----------------

                                                       TOTAL CURRENT ASSETS                 144,825             70,160

Rental properties, net of depreciation
         (Note 1 and schedules V and VI)                                                  5,054,875          5,096,627

Other Assets
         Land option (Note 4)                                                             2,515,000          2,515,000
         Licenses (Note 5)                                                                        0            959,432
         Investments (Note 9)                                                               152,893            152,893
         Capitalized software costs (Note 1)                                                186,723                  0
                                                                                   ----------------   ----------------

                                                                                   $      8,054,316   $      8,794,112
                                                                                   ================   ================

LIABILITIES AND EQUITY
Current Liabilities
         Accounts payable                                                          $         74,550   $         28,321
         Tenant deposits                                                                     20,814             21,829
         Accrued wages payable                                                               49,800                  0
         Payroll taxes payable                                                               43,141                  0
         Property taxes payable                                                              83,782             22,364
         Accrued interest payable                                                            24,139              5,365
         Notes payable (Note 6)                                                               5,000             50,000
         Payable to stockholders (Note 7)                                                   150,000                  0
         Current portion of long-term debt (Note 6)                                         214,100            139,644
                                                                                   ----------------   ----------------

                                                  TOTAL CURRENT LIABILITIES                 665,326            267,523

         Contingent liabilities (Note 8)                                                          0                  0
         Payable to stockholders (Note 7)                                                   140,790            300,790
         Long-term debt (Note 7)                                                          3,481,202          3,925,089
                                                                                   ----------------   ----------------

                                                          TOTAL LIABILITIES               4,287,318          4,493,402

STOCKHOLDERS' EQUITY Common Stock $.001 par value:
            Authorized - 25,000,000 shares
            Issued and outstanding 15,214,460
            shares (13,190,253 in 1995)                                                      15,214             13,190
         Additional paid-in capital                                                       5,595,049          5,298,818
         Stock subscription receivable                                                            0            (54,195)
         Retained deficit                                                                (1,843,265)          (957,103)
                                                                                   ----------------   ----------------

                                                 TOTAL STOCKHOLDERS' EQUITY               3,766,998          4,300,710
                                                                                   ----------------   ----------------

                                                                                   $      8,054,316   $      8,794,112
                                                                                   ================   ================
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-3

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                         Year             Year              Year
                                                                         Ended            Ended             Ended
                                                                       12/31/96         12/31/95          12/31/94
                                                                       --------         --------          --------
REVENUES
<S>                                                                <C>                <C>              <C>           
         AMR Sales                                                 $        40,000    $           0    $            0
         Rental income                                                     437,519          409,655            83,661
         Other income                                                       65,015           42,660             6,545
                                                                   ---------------    -------------    --------------

                                                                           542,534          452,315            90,206

EXPENSES
         General and administrative                                        790,573          300,253           103,456
         Depreciation                                                      147,878          188,828            46,713
         Interest                                                          333,938          284,138            55,857
         Property taxes and other taxes                                     96,639           23,259            (5,482)
         Bad debts                                                          59,668                0                 0
                                                                   ---------------    -------------    --------------

                                                                         1,428,696          796,478           200,544
                                                                   ---------------    -------------    --------------

LOSS FROM OPERATIONS                                                      (886,162)        (344,163)         (110,338)

OTHER INCOME (LOSS)
         Decline in investments (Note 11)                                        0          (36,250)                0
         Gain on sale of properties                                              0           17,297                 0
         Loss on foreclosure                                                     0         (199,693)                0
                                                                   ---------------    -------------    --------------
                                                                                 0         (218,646)                0
                                                                   ---------------    -------------    --------------
                                 NET LOSS BEFORE INCOME TAXES             (886,162)        (562,809)                0

         Loss from discontinued operations                                       0          (24,344)                0
                                                                   ---------------    -------------    --------------
                                                                          (886,162)        (587,153)         (110,338)

PROVISION FOR INCOME TAXES                                                       0                0                 0
                                                                   ---------------    -------------    --------------

                                                     NET LOSS      $      (886,162)   $    (587,153)   $     (110,338)
                                                                   ===============    =============    ===============

Loss before discontinued operations                                $          (.13)   $        (.14)   $         (.07)
Loss from discontinued operations                                                0             (.01)              .00
                                                                   ---------------    -------------    --------------

                          NET LOSS PER WEIGHTED AVERAGE SHARE      $          (.13)   $        (.15)   $         (.07)
                                                                   ===============    =============    ==============

Weighted average number of common shares used to
         compute net income (loss) per weighted average share            6,637,617        4,003,478           1,578,037
                                                                     =============    =============     ===============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-4

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                         Common Stock                 Additional
                                                        Par Value $0.001               Paid - in         Retained
                                                    Shares             Amount           Capital           Deficit
                                                  -----------      ------------       ------------      ------------
<S>                                               <C>              <C>                <C>               <C>
Balances at 12/31/93                                1,000,000             1,000              1,000            (2,000)
     Issuance of common stock (restricted)
       at $.033 per share for cash                  1,200,000             1,200             38,800
       to acquire subsidiary at $3.04 per
       share at 10/1/94                               100,000               100            303,893          (257,612)
       to acquire additional rental properties
       at $2.92 per share at 10/1/94                  524,147               524          1,529,803
       at par 10/21/94 for services rendered          132,000               132
Net loss for year                                                                                           (110,338)
                                                  -----------      ------------       ------------      ------------

Balances at 12/31/94                                2,956,147             2,956          1,873,496          (369,950)
     Issuance of common stock (regulation S)
       at $.10 per share for stock subscription     1,100,000             1,100            108,900
     Issuance of common stock (restricted)
       at $4.83 per share to cancel debt               25,544                26            123,294
       at $.001 per share for services                209,400               209
       at $.09 per share for assets                 8,500,000             8,500            710,829
       at $2.00 per share for assets                    8,400                 8             16,800
       at $5.00 per share to cancel debt               20,000                20             99,980
       at $5.14 per share to cancel debt                5,000                 5             25,714
       at $6.03 per share for land option             408,512               409          2,464,591
     Cancellation of restricted common stock          (42,750)              (43)          (124,786)
Net loss for year                                                                                           (587,153)
                                                  -----------      ------------       ------------      ------------

Balances at 12/31/95                               13,190,253            13,190          5,298,818          (957,103)
     Issuance of common stock (restricted)
       correction to issue price of shares
         previously sold on subscription                                                   (14,195)
       at $.001 per share for assets                1,270,359             1,270             (1,270)
       at $.001 per share for services                118,856               119               (119)
       at $.50 per share for cash                     242,500               242            121,008
       at $.25 per share for cash                   1,438,505             1,438            358,188
       at $2.00 per share for cash                     54,500                55            108,945
       at $1.00 per share for cash                        600                 1                599
       at $5.00 per share for cash                        200                 0              1,000
       at $3.00 per share for cash                     28,000                28             83,972
       at $.82 per share for services                  60,000                60             48,940
       at $1.07 per share for cash                      2,888                 3              3,084
       at $.76 per share for services                   4,500                 5              3,396
       at $.31 per share for cash                     132,000               132             40,786
     Cancellation of restricted common stock       (1,328,701)           (1,329)          (458,103)
Net loss for year                                                                                           (886,162)
                                                  -----------      ------------       ------------      ------------

Balances at 12/31/96                               15,214,460    $       15,214     $    5,595,049    $   (1,843,265)
                                               ==============    ==============     ==============    ==============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       F-5

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                     Year               Year               Year
                                                                     Ended              Ended              Ended
                                                                   12/31/96           12/31/95           12/31/94
                                                              -----------------   ----------------   ----------------
OPERATING ACTIVITIES
<S>                                                           <C>                 <C>                <C>              
         Net loss                                             $        (886,162)  $       (587,153)  $       (110,338)
         Adjustments to reconcile net loss
           to cash required by operating activities:
             Stock issued for services/debt                                   0             42,736                132
             Depreciation                                               147,878            188,828             46,713
             Unrealized decline in investments                                0             36,250                  0
             Book value of disposed assets                                    0            200,374                  0
             Stock issued for services                                   52,401                  0                  0
         Changes in operating assets and liabilities:
             Accounts receivable                                        (70,730)               675               (675)
             Escrow accounts                                             (5,549)            (1,969)                 0
             Other assets                                                     0                490                  0
             Accounts payable                                            46,229            (23,879)            52,200
             Accrued expenses                                           111,715              5,365                  0
             Deposits                                                    (1,015)            (3,553)            25,382
             Bank overdraft                                                   0            (16,409)            16,461
             Property taxes payable                                      61,418            (42,016)           (48,142)
                                                              -----------------   ----------------   ----------------
                                      NET CASH REQUIRED BY
                                      OPERATING ACTIVITIES             (543,815)          (200,261)           (18,267)

INVESTING ACTIVITIES
         Capitalization of software costs                              (186,723)                 0                  0
         Purchase of stock                                                    0                  0            (55,000)
         Purchase of equipment                                           (1,626)           (15,932)                 0
                                                              -----------------   ----------------   ----------------
                                             NET CASH USED
                                   BY INVESTING ACTIVITIES             (188,349)           (15,932)           (55,000)

FINANCING ACTIVITIES
         Proceeds from sale of stock                                    719,481             55,805             40,000
         Collections of stock subscription                               40,000
         Cash received from subsidiary                                        0             23,227                188
         Amounts borrowed from (repaid to)  stockholders                (10,000)           248,290             52,500
         Repayment of loans                                             (91,931)           (86,197)           (35,830)
         Proceeds from new loans                                         73,000                  0                  0
                                                              -----------------   ----------------   ----------------
                                         NET CASH PROVIDED
                                   BY FINANCING ACTIVITIES              730,550            241,125             56,858
                                                              -----------------   ----------------   ----------------
                                       INCREASE (DECREASE)
                              IN CASH AND CASH EQUIVALENTS               (1,614)            24,932            (16,409)

         Cash and cash equivalents at beginning of year                   8,523            (16,409)                 0
                                                              -----------------   ----------------   ----------------
                                             CASH AND CASH
                                EQUIVALENTS AT END OF YEAR    $           6,909   $          8,523   $        (16,409)
                                                              =================   ================   ================

         SUPPLEMENTAL INFORMATION
           Cash paid for interest                             $         309,799   $        278,773   $         55,857
           Assets acquired by assumption of debt and
             issuance of stock                                          104,500          5,033,602          5,795,688
           Stock issued to cancel debt                                        0            249,039                  0
           Retained deficit acquired by issuance of stock                     0                  0            257,612
           Cancellation of stock previously issued for
             assets determined to be worthless (Note 4)                 459,432                  0                  0
                                                              -----------------   ----------------   ----------------
                                                              $         873,731   $      5,561,414   $      6,109,157
                                                              =================   ================   ================
</TABLE>
See Notes to Consolidated Financial Statements.

                                       F-6

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1996



NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     Accounting Methods
     The Company  recognizes  income and expenses based on the accrual method of
     accounting.

     Basis of Consolidation
     The  consolidated  financial  statements  include the accounts of Greenland
     Corporation  and its wholly  owned  subsidiary  Gam  Properties,  Inc.  All
     intercompany   transactions   and   accounts   have  been   eliminated   in
     consolidation.

     Property and Equipment
     Property and equipment are recorded at cost.  Depreciation  is provided for
     using the  straight-line  method  over the  estimated  useful  lives of the
     assets (7 years on equipment and leasehold  improvements,  and 27 1/2 years
     on buildings).  The cost of assets sold or retired and the related  amounts
     of  accumulated  depreciation  are removed from the accounts in the year of
     disposal. Any resulting gain or loss is reflected in current operations.

     Expenditures  for  maintenance  and repairs are  charged to  operations  as
     incurred; additions and improvements are capitalized.

     Dividend Policy
     The Company has not yet adopted any policy regarding payment of dividends.

     Capitalized Software
     The Company has  capitalized  expenses  incurred to install live test sites
     for its  AirLink  automated  meter  reading  systems.  Those  costs will be
     amortized  against  revenues from sales of the systems over a period not to
     exceed five years.

     Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.

     Fair Market Value of Financial Instruments
     The Company  considers  all highly  liquid  investments  with a maturity of
     three months or less to be cash  equivalents  and are deemed to approximate
     fair value. In management's  opinion,  the carrying value of long-term debt
     also approximates fair value.

     Income Taxes
     The Company  records the income tax effect of transactions in the same year
     that the transactions enter into the determination of income, regardless of
     when the  transactions  are  recognized  for tax purposes.  Tax credits are
     recorded  in the year  realized.  Since the  Company  has not yet  realized
     income as of the date of this  report,  no  provision  for income taxes has
     been made.

     The Company utilizes the liability method of accounting for income taxes as
     set  forth  in  Statement  of  Financial   Accounting  Standards  No.  109,
     "Accounting  for Income  Taxes"  (SFAS 109).  Under the  liability  method,
     deferred taxes are determined based on the difference between the financial
     statement and tax bases of assets and  liabilities  using enacted tax rates
     in effect in the years in which the differences are expected to reverse. An
     allowance  against  deferred tax assets is recorded  when it is more likely
     than not that such tax benefits will be realized.

     At December 31, 1996, a deferred tax asset has not been recorded due to the
     Company's  lack of  operations  to provide  income to use the net operating
     loss carryover which expires as follows:

                                       F-7

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1996


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

     Income Taxes (continued) 
               Greenland Corporation
<TABLE>
<CAPTION>
                                  Year Ended                       Expires                             Amount
                                  ----------                       -------                             ------
<S>                            <C>                            <C>                            <C>                      
                               December 31, 1986              December 31, 2001              $                   1,950
                               December 31, 1987              December 31, 2002                                     10
                               December 31, 1988              December 31, 2003                                     10
                               December 31, 1989              December 31, 2004                                     10
                               December 31, 1990              December 31, 2005                                     10
                               December 31, 1991              December 31, 2006                                     10
                               December 31, 1994              December 31, 2009                                 39,780
                               December 31, 1995              December 31, 2010                                394,682
                               December 31, 1996              December 31, 2011                                633,077
                                                                                             -------------------------
                                                                                             $               1,069,539
                                                                                             =========================
</TABLE>
                           Gam Properties
<TABLE>
<CAPTION>
                                                      Expiration Date                            Amount
                                                      ---------------                            ------
                         Year of Loss           Federal            California            Federal         California
                         ------------           -------            ----------            -------         ----------
<S>                      <C>                    <C>                <C>              <C>               <C>
                              12/31/1991         12/31/2006           12/31/1998*   $         24,312  $         12,156
                              12/31/1992         12/31/2007           12/31/1997              18,110             9,055
                              12/31/1993         12/31/2008           12/31/1998              49,724            24,862
                              12/31/1994         12/31/2009           12/31/1999              10,978             5,489
                                                                                    ----------------  ----------------
                                                                                    $        103,124  $         51,562
                                                                                    ================  ================
</TABLE>
                  *California   has  recently   reinstated  NOL  carryovers  and
extended expiration dates for certain years.

NOTE 2: ACCOUNTS RECEIVABLE - OFFICERS

     During 1996, the Company advanced  $130,395 to officers and employees.  The
     funds will be repaid in 1997 or withheld from wages.

NOTE 3: GOING CONCERN ITEMS

     The Company's financial statements have been presented on the basis that it
     is a going  concern,  which  contemplates  the  realization  of assets  and
     satisfaction  of liabilities in the normal course of business.  The Company
     has  incurred  losses  from  inception  and  has  a  retained   deficit  of
     $1,843,265.

     Management believes the Company will be able to continue as a going concern
     for the following reasons:

     1.   The Company is in the process of a private placement  offering to sell
          1,666,667 shares of restricted common stock to raise $5,000,000.
     2.   The  Company  expects to exercise  its option to purchase  property in
          Arizona  (see  Note 4) and  sell  the  property  to  generate  working
          capital.

NOTE 4: LAND OPTION

     During 1995 the Company  issued  408,512  shares of its  restricted  common
     stock and  incurred  $50,000  of debt to  acquire  an  option  to  purchase
     approximately  103 acres of  unimproved  desert land located about 12 miles
     northwest  of Tucson,  Arizona.  A recent  appraisal  shows the land with a
     market value of $8,250,000. The Company has the option to purchase the land
     by issuing an  additional  861,847  shares of its  restricted  common stock
     before January 30, 1998.

                                       F-8

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1996


NOTE 4: LAND OPTION (continued)

     The  Company  must also  assume or  retire  the First  Deed of Trust on the
     property. The first Deed of Trust is $435,000 and bears interest at 17% per
     annum.  The note and accrued  interest are due in full in December of 1997.
     The  liability  against  the land at December  31,  1995 was  approximately
     $546,000  including unpaid interest.  The option has been recorded at about
     32% of the net  value of the  land,  based  on the  stock  issued  and debt
     incurred  prior to December 31, 1995.  The Company  expects to exercise the
     option in 1997.

NOTE 5: LICENSES

     In 1995,  the Company  acquired the rights to three  Interactive  Video and
     Data  Systems   Licenses   ("IVDS")   which  were  issued  by  the  Federal
     Communications Commission. The licenses are located within the geographical
     areas of Olympia, Washington;  Lubbock, Texas; and Knoxville, Tennessee. In
     1996,   management   determined   that  the  licenses  were  in  fact,  not
     transferable and sued for return of the stock issued in exchange therefore.
     The  lawsuit was  settled  March 20,  1997,  and the  transaction  has been
     rescinded.

NOTE 6: NOTES PAYABLE

     The  Company  owes  $5,000 by April 15,  1997 in  connection  with the land
     option. The note is non-interest bearing.

NOTE 7: LONG-TERM DEBT

     Long-term debt as of December 31, 1996 and 1995, consisted of the following
     promissory notes secured by real property:
<TABLE>
<CAPTION>
                                               Interest              Monthly
                                                 Rate                Payment              1996              1995
                                           ----------------    -----------------    ----------------  ----------
<S>                                                   <C>      <C>                  <C>               <C>             
                  Home Savings                        7.084%   $           5,954    $        748,562  $        774,203
                  Zetty Kratz                        12.000                    0                   0                 0
                  Western Financial                   7.500                2,098             280,228           284,491
                  Amresco                             8.250                2,066             264,430           267,062
                  Home Savings                        7.816                  666              91,415            92,512
                  Home Savings                        7.983                1,976             278,726           280,745
                  Action                              8.750             due 2001             104,500                 0
                  Action                             11.500             due 1999              73,000                 0
                  Home Savings                        7.534                1,739             245,540           248,858
                  Allied Bancorp                     11.000                1,238             127,363           128,160
                  Lomas Mortgage                     10.375                1,201             135,952           136,950
                  Lomas Mortgage                     10.375                1,028             116,373           117,237
                  Pacific Mortgage Exchange          11.000                1,238             127,221           128,161
                  Cal-Western                         9.000        Interest only              45,000            45,000
                  Home Savings                        7.461                1,272             179,642           182,707
                  GME Corp                            9.610        Interest only             741,961           741,961
                  TCF Mortgage                       10.000                  948             100,048           101,345
                  Bob Stewart                         8.000        Interest only              35,341            35,341
                  FCC                                 7.125          29,937/qtr.                   0           500,000
                                                                                    ----------------  ----------------
                                                                                           3,695,302         4,064,733
                  Less current portion                                                       214,100           139,644
                                                                                    ----------------  ----------------

                  Total long-term debt                                              $      3,481,202  $      3,925,089
                                                                                    ================  ================
</TABLE>



                                       F-9

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1996


NOTE 7: LONG-TERM DEBT (continued)

     Scheduled  principal  repayments of long-term debt,  assuming no changes in
     their terms, are as follows:

                                 1997    $         214,100
                                 1998               80,370
                                 1999              121,585
                                 2000               52,433
                                 2001              161,084
                           Thereafter            3,065,730
                                         -----------------
                                         $       3,695,302
                                         =================

     On certain  properties  the prior  owners have agreed to remain  personally
     liable for the debt as an accommodation to the lender.

     Payable to stockholders.
     At December 31, 1996 the Company  owes  $290,790 to two  stockholders.  The
     debt bears interest at 8% per year from December 31, 1995.  $150,000 is due
     during 1997, and the balance is due in 1998.  $127,900 of the debt consists
     of unpaid management fees which have been converted to a note payable.

NOTE 8: LEGAL MATTERS

     The Company  had a contract  with a  consultant  that called for payment of
     about  $10,000  cash  (which was paid) and 60,000  shares of the  Company's
     stock to be registered  under  Regulation  "S-8". The stock was not issued,
     but an  additional  $8,200 cash was paid.  The  consultant  signed a mutual
     release  and  settlement  agreement,  which the  Company  felt  settled all
     obligations,  but later he still  demanded the 60,000  shares.  The Company
     settled for 80,000 shares of restricted stock.

     During   1996,   the  Company  sued  former   consultants   for  fraud  and
     misrepresentation,  amoung  other  things,  related to the transfer of IVDS
     licenses to the  Company.  These  consultants  also filed suit  against the
     Company  for  $77,000.  The  Company  settled the lawsuit in March of 1997,
     which  settlement  resulted in the  cancellation  of 991,449  shares of the
     Company's  common  stock.  All  claims of the  consultants  for money  were
     dropped.  As a  result  of the  settlement  the  Company  has  treated  the
     write-down  of  licenses  (Note  4) as a  rescission.  As a  result  of the
     rescission, the Company's long-term debt has been reduced by $500,000.

NOTE 9: INVESTMENTS

     Investments consist of the following items:

     1-   25,000  shares  of  common  stock  in a public  company.  The cost was
          $55,000,  and the  current  market  value  at  December  31,  1996 was
          $18,750.  The $36,250  unrealized  loss is shown in the  statement  of
          operations at December 31, 1995.

     2-   A 49%  interest in a limited  liability  company  which is reported at
          $134,143 under the equity method.

NOTE 10: SUBSEQUENT EVENT

     In January,  1997, the Company entered into a three-year operating lease of
     office space. Required lease payments are $51,546 in 1997, $73,313 in 1998,
     and $79,560 in 1999.

NOTE 11: PRO FORMA INFORMATION

     See the  following  page  for pro  forma  information  which  assumes  that
     Greenland and Gam Properties were consolidated for the period presented.


                                      F-10

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                          Years ended December 31, 1994


<TABLE>
<CAPTION>

                                                                                  12/31/94
                                                                             ------------------
REVENUE
<S>                                                                          <C>               
         Net sales                                                           $          619,722
         Cost of sales                                                                  538,250
                                                                             ------------------

                                                           GROSS PROFIT                  81,472

         Rental income                                                                  401,387
         Other income                                                                    21,006
                                                                             ------------------
                                                            NET REVENUE                 503,865

EXPENSES
         General and administrative                                                     216,208
         Depreciation                                                                   125,911
         Interest                                                                       356,090
         Property taxes and other taxes                                                  52,655
                                                                             ------------------
                                                                                        750,864
                                                                             ------------------

INCOME (LOSS) FROM OPERATIONS                                                          (246,999)

PROVISION FOR INCOME TAXES                                                                    0
                                                                             ------------------

                                                      NET INCOME (LOSS)      $         (246,999)
                                                                             ==================

Net income (loss) per
         weighted average share                                              $             (.15)
                                                                             ==================

Weighted average number
         of common shares used to
         compute net income (loss)
         per weighted average share                                                   1,624,147
                                                                             ==================
</TABLE>



                                      F-11

<PAGE>


                                 SMITH & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

Members of:
American Institute of                              10 West 100 South, Suite #700
    Certified Public Accountants                   Salt Lake City, Utah  84101
Utah Association of                                Telephone:   (801) 575-8297
    Certified Public Accountants                   Facsimile:   (801) 575-8306
-------------------------------------------------------------------------------





              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
                       SUPPLEMENTARY FINANCIAL INFORMATION

Board of Directors and Shareholders
Greenland Corporation
San Diego, California

Our audit of the basic financial  statements  presented in the preceding section
of  this  report  was  made  primarily  to  form an  opinion  on such  financial
statements  taken as a  whole.  The  additional  information,  contained  in the
following  pages, is not considered  essential for the fair  presentation of the
financial position of Greenland Corporation and Subsidiary, the results of their
operations  or cash  flows in  conformity  with  generally  accepted  accounting
principles.  The following information  consisting of Schedule V and Schedule VI
is included to comply with reporting requirements of the Securities and Exchange
Commission. Such data was subjected to the audit procedures applied in the audit
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


                                                       /s/ Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
March 20, 1997

                                      F-12

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
                         SCHEDULE V - RENTAL PROPERTIES
<TABLE>
<CAPTION>

                                              Balance at                                                 Balance at
                                               Beginning            Additions                              End of
                                               of Period             At Cost          Dispositions         Period
                                           ----------------    -----------------    ----------------  ----------------

Year ended December 31, 1994:
<S>                                        <C>                 <C>                  <C>               <C>             
                  Land                     $              0    $       1,517,319    $              0  $      1,517,319
                  Buildings                               0            3,989,119                   0         3,989,119
                  Fixtures & equipment                    0              288,760                   0           288,760
                                           ----------------    -----------------    ----------------  ----------------

                                           $              0    $       5,795,198    $              0  $      5,795,198
                                           ================    =================    ================  ================

Year ended December 31, 1995:
                  Land                     $      1,517,319    $         307,125    $        473,819  $      1,350,625
                  Buildings                       3,989,119            1,019,375           1,355,119         3,653,375
                  Fixtures & equipment              288,760               58,791              96,260           251,291
                                           ----------------    -----------------    ----------------  ----------------

                                           $      5,795,198    $       1,385,291    $      1,925,198  $      5,255,291
                                           ================    =================    ================  ================

Year ended December 31, 1996:
                  Land                     $      1,350,625    $          27,170    $              0  $      1,377,795
                  Buildings                       3,653,375               77,330                   0         3,730,705
                  Fixtures & equipment              251,291                1,626                   0           252,917
                                           ----------------    -----------------    ----------------  ----------------

                                           $      5,255,291    $         106,126    $              0  $      5,361,417
                                           ================    =================    ================  ================
</TABLE>



                                      F-13

<PAGE>
                      GREENLAND CORPORATION AND SUBSIDIARY
           SCHEDULE VI - ACCUMULATED DEPRECIATION ON RENTAL PROPERTIES
<TABLE>
<CAPTION>

                                                                    Additions
                                              Balance at           Charged to                            Balance at
                                               Beginning            Costs and                              End of
                                               of Period            Expenses          Dispositions         Period
                                           ----------------    -----------------    ----------------  ----------------

Year ended December 31, 1994:
<S>                                        <C>                 <C>                  <C>               <C>             
                  Land                     $              0    $               0    $              0  $              0
                  Buildings                               0               51,289                   0            51,289
                  Fixtures & equipment                    0               10,313                   0            10,313
                                           ----------------    -----------------    ----------------  ----------------

                                           $              0    $          61,602*   $              0  $         61,602
                                           ================    ==================   ================  ================

Year ended December 31, 1995:
                  Land                     $              0    $               0    $              0  $              0
                  Buildings                          51,289              146,554              74,576           123,267
                  Fixtures & equipment               10,313               42,274              17,190            35,397
                                           ----------------    -----------------    ----------------  ----------------

                                           $         61,602    $         188,828    $         91,766  $        158,664
                                           ================    =================    ================  ================


Year ended December 31, 1996:
                  Land                     $              0    $         132,850    $              0  $              0
                  Buildings                         123,267                    0                   0           256,117
                  Fixtures & equipment               35,397               15,028                   0            50,425
                                           ----------------    -----------------    ----------------  ----------------

                                           $        158,664    $         147,878    $              0  $        306,542
                                           ================    =================    ================  ================
</TABLE>


* Includes $14,889 associated with the acquisition of a subsidiary.


                                      F-14

<PAGE>
                                    PART IV

                                   SIGNATURES
         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         GREENLAND CORPORATION

                                          By: Signed
                                             --------------------------------
                                                     Eric W. Gaer
                                           President and Chief Executive Officer

             March 31, 1997



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Signature              Title                                         Date



Signed                 President and Chief Executive Officer     March 31, 1997
----------------------
Eric W. Gaer


Signed                 Chief Financial Officer                   March 31, 1997
----------------------
Kevin G. Smith



Signed                 Secretary                                 March 31, 1997
----------------------
Michael H. deDomenico





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