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                                                                   EXHIBIT 10.52

                       MULTI-TENANT INDUSTRIAL LEASE GROSS

1. Basic Provisions ("Basic Provisions").

      1.1 Parties: This Lease ("Lease"), dated for reference purposes only,
August 6, 1999, is made by and between KS-611, LLC ("Lessor") and Brentwood
Communications, an Oklahoma Corporation ("Lessee"), (collectively the "Parties,"
or individually a "Party").

            1.2(a) Premises: That certain portion of the Building, including all
improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of 810 Lawrence Drive, located in the City
of Newbury Park, County of Ventura, State of California, with zip code 91320, as
outlined on Exhibit A attached hereto ("Premises"). The "Building" is that
certain building containing the Premises and generally described as (describe
briefly the nature of the Building): Approximately 6,534 square foot portion of
a larger concrete tilt up M1 zoned building. In addition to Lessee's rights to
use and occupy the Premises as hereinafter specified, Lessee shall have
non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as
hereinafter specified, but shall not have any rights to the roof, exterior walls
or utility raceways of the Building or to any other buildings in the Industrial
Center. The Premises, the Building, the Common Areas, the land upon which they
are located, along with all other buildings and improvements thereon, are herein
collectively referred to as the "Industrial Center." (Also see Paragraph 2.)

            1.2(b) Parking: 20 unreserved vehicle parking spaces ("Unreserved
Parking Spaces"); and 2 reserved vehicle parking spaces ("Reserved Parking
Spaces"). (Also see Paragraph 2.6.)

            1.3 Term: Five (5) years and two (2) months ("Original Term")
commencing October 1, 1999. ("Commencement Date") and ending November 30, 2004
("Expiration Date"). (Also see Paragraph 3.)

            1.4 Early Possession: Two (2) weeks ("Early Possession Date"). (Also
see Paragraphs 3.2 and 3.3.)

            1.5 Base Rent: $6,060.00 per month ("Base Rent"), payable on the
first day of each month commencing October 1, 1999 (Subject to the free rent and
rent credit provided in Paragraph 1.6(a). Also see Paragraph 4.) IX I If this
box is checked, this Lease provides for the Base Rent to be adjusted per
Addendum I attached hereto.

            1.6(a) Base Rent Paid Upon Execution: $6,060.00 as Base Rent for the
second month of the Original Term. The first month shall be free. Lessee shall
also receive a credit of $338 toward Base Rent for the third month of the
Original Term.

            1.6(b) Lessee's Share of Common Area Operating Expenses: NONE
      percent (N/A %) ("Lessee's Share") as determined by N/A prorata square
      footage of the Premises as compared to the total square footage of the
      Building or [ ] other criteria as described in Addendum N/A

            1.7 Security Deposit: $6,060.00 ("Security Deposit"). (Also see
Paragraph 5.)

            1.6 Permitted Use: General Office and storaqe. ("Permitted Use")
(Also see Paragraph 6.)

            1.9 Insuring Party. Lessor is the "Insuring Party." (Also see
Paragraph 8.)

            1.10(a) Real Estate Brokers. The following real estate broker(s)
(collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes):

[ ] represents Lessor exclusively ("Lessor's Broker");

[X] CB Richard Ellis represents Lessee exclusively ("Lessee's Broker"); or

[ ] represents both Lessor and Lessee ("Dual Agency"). (Also see Paragraph 15.)

            1.10(b) Payment to Brokers. Upon the 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
written agreement between Lessor and said Broker(s) (or in the event there is no
separate written agreement between Lessor and said Broker(s), the sum of $
_____for brokerage services rendered by said Broker(s) in connection with this
transaction.

            1.11 Guarantor. The obligations of the Lessee under this Lease are
to be guaranteed by Brentwood Communications, an Oklahoma Corporation.
("Guarantor"). (Also see Paragraph 37.)

            1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda
consisting of Paragraphs 1 through 39, and Exhibits A through A, all of which
constitute a part of this Lease.

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2. PREMISES, PARKING AND COMMON AREAS.

      2.1 Letting Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of the terms
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of square footage set forth in this Lease, or that may
have been used in calculating rental and/or Common Area Operating Expenses, is
an approximation which Lessor and Lessee agree is reasonable and the rental and
Lessee's Share (as defined in Paragraph 1.6(b)) based thereon is not subject to
revision whether or not the actual square footage is more or less.

      2.2 CONDITION. Lessor shall deliver the Premises to Lessee clean and free
of debris on the Commencement Date and warrants to Lessee that the existing
plumbing, electrical systems, fire sprinkler system, lighting, air conditioning
and heating systems and loading doors, if any, in the Premises, other than those
constructed by Lessee, shall be in good operating condition on the Commencement
Date. If a non-compliance with said warranty exists as of the Commencement Date,
Lessor shall, except as otherwise provided in this Lease, promptly after receipt
of written notice from Lessee setting forth with specificity the nature and
extent of such non-compliance, rectify same at Lessor's expense. If Lessee does
not give Lessor written notice of a non-compliance with this warranty within
thirty (30) days after the Commencement Date, correction of that non-compliance
shall be the obligation of Lessee at Lessee's sole cost and expense.

      2.3 COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor
warrants that any improvements (other than those constructed by Lessee or at
Lessee's direction) on or in the Premises which have been constructed or
installed by Lessor or with Lessor's consent or at Lessor's direction shall
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances in effect on the Commencement Date.
Lessor further warrants to Lessee that Lessor has no knowledge of any claim
having been made by any governmental agency that a violation or violations of
applicable building codes, regulations, or ordinances exist with regard to the
Premises as of the Commencement Date. Said warranties shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made by Lessee. If the Premises do not comply with said warranties, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee given within six (6) months following the
Commencement Date and setting forth with specificity the nature and extent of
such non-compliance, take such action, at Lessor's expense, as may be reasonable
or appropriate to rectify the non-compliance. Lessor makes no warranty that the
Permitted Use in Paragraph 1.8 is permitted for the Premises under Applicable
Laws (as defined in Paragraph 2.4).

      2.4 ACCEPTANCE OF PREMISEs. Lessee hereby acknowledges: (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the Premises (including but not limited to the electrical and fire sprinkler
systems, security, environmental aspects, seismic and earthquake requirements,
and compliance with the Americans with Disabilities Act and applicable zoning,
municipal, county, state and federal laws, ordinances and regulations and any
covenants or restrictions of record (collectively, "Applicable Laws") and the
present and future suitability of the Premises for Lessee's intended use; (b)
that Lessee has made such investigation as it deems necessary with reference to
such matters, is satisfied with reference thereto and assumes all responsibility
therefore as the same relate to Lessee's occupancy of the Premises and/or the
terms of this Lease; and (c) that neither Lessor, nor any of Lessor's agents,
has made any oral or written representations or warranties with respect to said
matters other than as set forth in this Lease.

      2.5   LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in
            this Paragraph 2 shall be of no force or effect if immediately prior
            to the date set forth in Paragraph 1.1 Lessee was the owner or
            occupant of the Premises. In such event, Lessee shall, at Lessee's
            sole cost and expense, correct any non-compliance of the Premises
            with said warranties.

      2.6 VEHICLE PARKING Lessee shall be entitled to use the number of
Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph
1.2(b) on those portions of the Common Areas designated from time to time by
Lessor for parking. Lessee shall not use more parking spaces than said number.
Said parking spaces shall be used for parking by vehicles no larger than
full-size passenger automobiles or pick-up trucks, herein called "Permitted Size
Vehicles". Vehicles other than Permitted Size Vehicles shall be parked and
loaded or unloaded as directed by Lessor in the Rules and Regulations (as
defined in Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.)

            (a)Lessee shall not permit or allow any vehicles that belong to or
are controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other than
those designated by Lessor for such activities.

            (b)If Lessee permits or allows any of the prohibited activities
described in this Paragraph 2.6, 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.

            (c)Lessor shall at the Commencement Date of this Lease, provide the
parking facilities required by Applicable Law.

      2.7 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 Industrial Center and interior utility raceways within the Premises that
are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other lessees of the Industrial Center
and their respective employees, suppliers, shippers, customers, contractors and
invitees, including parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

      2.8 COMMON AREAS-LESSEE'S RIGHTS. Lessor hereby grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Industrial Center. Under no circumstances
shall the right herein granted to use the Common Areas be deemed to include the
right to store any property, temporarily or permanent) y, in the Common Areas.
Any such storage shall be permitted only by the prior written consent of Lessor
or Lessor's designated agent, which consent may be revoked at any time. In the
event that any unauthorized storage shall occur then Lessor shall have the
right, without notice in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.

      2.9 COMMON AREAS-RULES and Regulations. 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 establish, modify, amend
and enforce reasonable Rules and Regulations with respect thereto in accordance
with Paragraph 40. Lessee agrees to abide by and conform to all such Rules and
Regulations, and to cause its employees, suppliers, shippers, customers,
contractors and invitees to so abide and

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conform. Lessor shall not be responsible to Lessee for the non-compliance with
said rules and regulations by other lessees of the Industrial Center.

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

            (a)To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

            (b)To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available,,

            (c)To designate other land outside the boundaries of the Industrial
            Center to be a part of the Common Areas; (d)To add additional
            buildings and improvements to the Common Areas;

            (e)To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Industrial Center, or any portion
thereof; and

            (f) To do and perform such other acts and make such other changes
in, to or with respect to the Common Areas and Industrial Center as Lessor may,
in the exercise of sound business judgment, deem to be appropriate.

3. Term.

      3.1 Term. The Commencement Date, Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

      3.2 Early Possession, If an Early Possession Date is specified in
Paragraph 1.4 and if Lessee totally or partially occupies the Premises after the
Early Possession Date but prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such early occupancy. All other
terms of this Lease, however, (including but not limited to the obligations to
pay Lessee's Share of Common Area Operating Expenses and to carry the insurance
required by Paragraph 8) shall be in effect during such period. Any such early
possession shall not affect nor advance the Expiration Date of the Original
Term.

      3.3 Delay in Possession. If for any reason Lessor cannot deliver
possession of the Premises to Lessee by the Early Possession Date, if one is
specified in Paragraph 1.4, or if no Early Possession Date is specified, by the
Commencement Date, Lessor shall not be subject to any liability therefor, 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,
except as otherwise provided herein, be obligated to pay rent or perform any
other obligation of Lessee under the terms of this Lease until Lessor delivers
possession of the Premises to Lessee. If possession of the Premises is not
delivered to Lessee by November 1, 1999, Lessee shall, commencing on that date,
have the right to occupy, rent and utility-free, either the Second Floor West
space (of approximately 5,216 square feet, marked "A" on the attached plan) or
the Second Floor East space (of approximately 5 760 square feet, marked "H on
the attached plan) (the "Free Space" ), the choice being in the sole discretion
of Lessor, provided that, if( the Free Space is also not available for Lessee's
occupancy at that time. Lessee may terminate this Lease by written notice to
Lessor without further liability hereunder. Lessee shall vacate the Free Space
and move to the Premises no later than ten (10) days after written notice from
Lessor that the Premises is ready for Lessee's occupancy. Except as may be
otherwise provided, and regardless of when the Original Term actually commences,
if possession is not tendered to Lessee when required by this Lease, the period
free of the obligation to pay Base Rent, if any, that Lessee would otherwise
have enjoyed shall run from the date of delivery of possession and continue for
a period equal to the period during which the Lessee would have otherwise
enjoyed under the terms hereof, but minus any days of delay caused by the acts,
changes or omissions of Lessee.

4. RENT

      4.1 BASE RENT. Lessee shall pay Base Rent and other rent or charges, as
the same may be adjusted from time to time to Lessor in lawful money of the
United States, without onset or deduction, on or before the day on which it is
due under the terms of this Lease. Base Rent and all other rent and charges for
any period during the term hereof which is for less than one full month shall be
prorated based upon the actual number of days of the month involved. Payment of
Base Rent and other charges shall be made to Lessor at its address stated herein
onto such other persons or at such other addresses as Lessor may from time to
time designate in writing to Lessee.

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5. SECURITY DEPOSIT Lessee shall deposit with Lessor upon Lessee's execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Lessee's material obligations under this Lease. If
Lessee fails to pay Base Rent or other rent or charges due hereunder, or
otherwise Defaults under this Lease (as defined in Paragraph 13.1), Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any direct
liability, cost, expense, loss or damage (including attorneys' fees) which
Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of said Security Deposit, Lessee shall within ten (10) days after
written request therefore de Posit monies with Lessor sufficient to restore said
Security Deposit to the full amount required by this Lease. Any time the Base
Rent increases during the term of this Lease, Lessee shall, upon written request
from Lessor, deposit additional monies with Lessor as an addition to the
Security Deposit so that the total amount of the Security Deposit shall at all
times bear the same proportion to the then current Base Rent as the initial
Security Deposit bears to the initial Base Rent set forth in Paragraph 1.5.
Lessor shall not be required to keep all or any part of the Security Deposit
separate from its general accounts. Lessor shall, at the expiration or earlier
termination of the term hereof and after Lessee has vacated the Premises, return
to Lessee (or, at Lessor's option, to the last assignee, if any, of Lessee's
interest herein), that portion. of the Security Deposit not used or applied by
Lessor. Unless otherwise expressly agreed in writing by Lessor, no part of the
Security Deposit shall be considered to be held in trust, to bear interest or
other increment for its use, or to be prepayment for any monies to be paid by
Lessee under this Lease.

6. USE.

      6.1 PERMITTED USE.

            (a) Lessee shall use and occupy the Premises only for the Permitted
Use set forth in Paragraph 1.8, or any other legal use which is reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the
use of the Premises in a manner that is unlawful, creates waste or a nuisance,
or that disturbs owners and/or occupants of, or causes damage to the Premises or
neighboring premises or properties.

            (b)Lessor hereby agrees to not unreasonably withhold or delay its
consent to any written request by Lessee, Lessee's assignees or subtenants, and
by prospective assignees and subtenants of Lessee, its assignees and subtenants,
for a modification of said Permitted Use, so long as the same will not impair
the structural integrity of the improvements on the Premises or in the Building
or the mechanical or electrical systems therein, does not conflict with uses by
other lessees, is not significantly more burdensome to the Premises or the
Building and the improvements thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five (5) business days after such request give a written notification of same,
which notice shall include an explanation of Lessor's reasonable objections to
the change in use.

      6.2 Hazardous Substances.

            (a) Reportable Uses Require Consent. The term "Hazardous Substance"
as used in this Lease shall mean any product, substance, chemical, material or
waste whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially injurious to the public health, safety or welfare, the
environment, or the Premises; (u) regulated or monitored by any governmental
authority; or (iii) a basis for potential liability of Lessor to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Substance shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil or any products, or by-products thereof. Lessee
shall not engage in any activity in or about the Premises which constitutes a
Reportable Use (as hereinafter defined) of Hazardous Substances without the
express prior written consent of Lessor and compliance in a timely manner (at
Lessee's sole cost and expense) with all Applicable Requirements (as defined in
Paragraph 6.3). "Reportable Use" shall mean (i) the installation or use of any
above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit
from or with respect to which a report notice, registration or business plan is
required to be filed with, any governmental authority , and (iii) the presence
in, on or about the Premises o a Hazardous Substance with respect to which an
Applicable Laws require that a notice be given to persons entering or occupying
the Premises or neighboring properties. Notwithstanding the foregoing, Lessee
may without Lessor's prior consent, but upon notice to Lessor and in compliance
with all Applicable Requirements, use any ordinary and customary materials
reasonably required to be used by Lessee in the normal course of the Permitted
Use, so long as such use is not a Reportable Use and does not expose the
Premises or neighboring properties to any meaningful risk of contamination or
damage or expose Lessor to any liability therefor. In addition, Lessor may (but
without any obligation to do so) condition its consent to any Reportable Use of
any Hazardous Substance by Lessee upon Lessee s giving Lessor such additional
assurances as Lessor, in its reasonable discretion deems necessary to protect
itself, the public, the Premises and the environment against damage,
contamination or injury and/or liability therefor, including but not limited to
the installation (and, at

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Lessor's option, removal on or before Lease expiration or earlier termination)
of reasonably necessary protective modifications to the Premises (such as
concrete encasements) and/or the deposit of an additional Security Deposit under
Paragraph 5 hereof.

            (b)Duty to inform Lessor. If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises or the Building, other than as previously consented to by
Lessor, Lessee shall immediately give Lessor written notice thereof, together
with a copy of any statement, report, notice, registration, application, permit,
business plan, license, claim action, or proceeding given to, or received from,
any governmental authority or private party concerning the presence, spill,
release, discharge of, or exposure to, such Hazardous Substance including but
not limited to all such documents as ma be involved in any Reportable Use
involving the Premises. Lessee shall not cause or permit any Hazardous Substance
to be spied or released in, on, under or about the Premises (including, without
limitation, through the plumbing or sanitary sewer system).

(c) Indemnification. Lessee shall indemnify, protect, defend and hold Lessor,
its agents, employees, lenders and ground lessor, if any, and the Premises,
harmless from and against any and all damages, liabilities, judgments, costs,
claims, liens, expenses, penalties, loss of permits and attorneys' and
consultants' fees arising out of or involving any Hazardous Substance brought
onto the remises by or for Lessee or by anyone under Lessee's control. Lessee's
obligations under this Paragraph 6.2(c) shall include, but not be limited to,
the, effects of any contamination or injury to person, property or the
environment created or suffered by Lessee, and the cost of investigation
(including consultants' and attorneys' fees and testing), removal remediation,
restoration and/or abatement thereof, or of any contamination therein involved,
and shall survive the expiration or earlier termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee
shall release Lessee from its obligations under this Lease with respect to
Hazardous Substances, unless specifically so agreed by Lessor in writing at the
time of such agreement.

      6.3 Lessee's Compliance with Requirements. Lessee shall, at Lessee's sole
cost and expense, fully, diligently and in a timely manner, comply with all '
Applicable Requirements " which term is used in this Lease to mean all laws
rules, regulations, ordinances, directives, covenants, easements and
restrictions o{ record, permits the requirements of any applicable fire
insurance underwriter or rating bureau and the recommendations of Lessor's
engineers and/or consultants, relating in any manner to the Premises (including
but not limited to matters pertaining to (i) industrial hygiene, (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater conditions, and (iii) the use, generation manufacture, production,
installation, maintenance, removal, transportation, storage, spill, or release
of any Hazardous Substance, now in effect or which may hereafter come into
effect. Lessee shall, within five (5, days after receipt of Lessor's written
request, provide Lessor with copies of all documents and information, including
but not limited to permits, registrations manifests, applications, reports and
certificates, evidencing Lessee's compliance with any Applicable Requirements
specified by Lessor, and shall immediately upon receipt, notify Lessor in
writing (with copies of any documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or involving
failure by Lessee or the Premises to comply with any Applicable Requirements.

      6.4 Inspection; Compliance with Law. Lessor, Lessor's agents, employees,
contractors and designated representatives, and the holders of any mortgages,
deeds of trust or ground leases on the Premises Lenders") shall have the right
to enter the Premises at any time in the case of an emergency, and otherwise at
reasonable times for t e purpose of inspecting the condition of the Premises and
for verifying compliance by Lessee with this Lease and all Applicable
~requirements (as defined in Paragraph 6.3), and Lessor shall be entitled to
employ experts and/or consultants in connection therewith to advise Lessor with
respect to Lessee's activities, including but not limited to Lessee s
installation, operation, use, monitoring, maintenance, or removal of any
Hazardous Substance on or from the Premises. The costs and expenses of any such
inspections shall be paid by the party requesting same unless a Default or
Breach of this Lease by Lessee or a violation of Applicable Requirements or a
contamination, caused or materially contributed to by Lessee, is found to exist
or to be imminent, or unless the inspection is requested or ordered by a
governmental authority as the result of any such existing or imminent violation
or contamination. In such case, Lessee shall upon request reimburse Lessor or
Lessor's Lender, as the case may be, for the costs and expenses of such
inspections.

7. Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations.
7.1

LESSEE'S OBLIGATIONS.

            (a) Subject to the provisions of Paragraphs 2.2 (Condition) 2.3
(Compliance with Covenants, Restrictions and Building Code), 7.2 (Lessors
Obligations), 9 (Damage or Destruction), and 14 (Condemnation). Lessee shall, at
Lessee's sole cost and expense and at all times, keep the Premises and every
part thereof in good order, condition and repair (whether or not such portion of
the Premises requiring repair, or the means of repairing the same, are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs occurs as a result of Lessee's use any prior use, the elements or the
age of such portion of the Premises), including, without limiting the generality
of the foregoing, all equipment or facilities specifically serving the Premises,
such as plumbing, heating, air conditioning, ventilating, electrical, lighting
facilities, boilers, fired or unfired pressure vessels, f re hose connections if
within the Premises, fixtures, interior walls, interior surfaces of exterior
wails, ceilings, floors windows, doors, plate glass, and skylights, but
excluding any items which are the responsibility of Lessor pursuant to Paragraph
7.Z below. Lessee, in keeping the Premises in good order, condition and repair,
shall exercise and perform good maintenance practices. Lessee's obligations
shall include restorations, replacements or renewals when necessary to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and state of repair.

            (b)Lessee shall, at Lessee's sole cost and expense, procure and
maintain a contract, with copies to Lessor, in customary form and substance for
and with a contractor specializing and experienced in the inspection,
maintenance and service of the heating air conditioning and ventilation system
for the Premises. However, Lessor reserves the right, upon notice to Lessee, to
procure and maintain the contract for the heating, air conditioning and
ventilating systems, and if Lessor so elects, Lessee shall reimburse Lessor,
upon demand, for the cost thereof.

            (c)lf Lessee fails to perform Lessee's obligations under this
Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' prior
written notice to Lessee (except in the case of an emergency, in which case no
notice shall be required), perform such obligations on Lessee's behalf, and put
the Premises in good order, condition and repair, in accordance with Paragraph
13.2 below.

      7.2   Lessors Obligations. Subject to the provisions of Paragraphs 2.2
            (Condition), 2.3 (Compliance with Covenants, Restrictions and
            Building Code), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1
            (Lessee's Obligations), 9 (Damage or Destruction) and 14
            (Condemnation), Lessor, subject to reimbursement pursuant to
            Paragraph 4.2, shall keep in good order, condition and repair the
            foundations, exterior wails, structural condition of interior
            bearing wails, exterior roof, fire sprinkler and/or standpipe and
            hose (if located in the Common Areas) or other automatic fire
            extinguishing system including fire alarm and/or smoke detection
            systems and equipment, fire hydrants, parking lots, walkways,
            parkways, driveways, landscaping, fences, signs and utility systems
            serving the Common Areas and all parts thereof, as well as providing
            the services for which there is a Common Area Operating Expense
            pursuant to Paragraph 4.2. Lessor shall not be obligated to paint
            the exterior or interior surfaces of exterior walls nor shall Lessor
            be obligated to maintain, repair or replace windows, doors or plate
            glass of the Premises. Lessee expressly waives the benefit of any
            statute 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 Building,
            industrial Center

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            or Common Areas in good order, condition and repair. 7.3

      Utility installations, Trade Fixtures, Alterations,

            (a)Definitions; Consent Required. The term "Utility Installations"
is used in this Lease to refer to all air lines, power panels, electrical
distribution, security, fire protection systems, communications systems,
lighting fixtures, heating, ventilating and air conditioning equipment,
plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures"
shall mean Lessee's machinery and equipment which can be removed without doing
material damage to the Premises. The term "Alterations" shall mean any
modification of the improvements on the Premises which are provided by Lessor
under the terms of this Lease, ether than Utility installations or Trade
Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned
by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be
made any Alterations or Utility Installations in, on, under or about the
Premises without Lessor's prior written consent. Lessee may, however, make
non-structural Utility installations to the interior of the Premises (excluding
the roof) without Lessor's consent but upon notice to Lessor, so long as they
are not visible from the outside of the Premises, do not involve puncturing,
relocating or removing the roof or any existing walls, or changing or
interfering with the fire sprinkler or fire detection systems and the cumulative
cost thereof during the term of this Lease as extended does not exceed
$2,500.00.

            (b) Consent. Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. All consents given by
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall be deemed conditioned upon: (i) Lessee's acquiring all applicable permits
required by governmental authorities: (ii) the furnishing of copies of such
permits together with a copy of the plans and specifications for the Iteration
or Utility Installation to Lessor prior to commencement of the work thereon: and
(iii) the compliance by Lessee with all conditions of said permits in a prompt
and expeditious manner. Any Alterations or Utility Installations by Lessee
during the term of this Lease shall be done in a good and workmanlike manner
with good and sufficient materials, and be in compliance with all Applicable
Requirements. Lessee shall promptly upon completion thereof furnish Lessor with
as-built plans and specifications therefor. Lessor may, (but without obligation
to do so) condition its consent to any requested Alteration or Utility
Installation that costs $2,500.00 or more upon Lessee's providing Lessor with a
lien and completion bond in an amount equal to one and one-half times the
estimated cost of such Alteration or Utility Installation.

            (c)Lien Protection. 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 on the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises or any Interest therein. Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of any
work on or about the Premises and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by , if Lessee shall in
good faith, contest the validity of any such lien, claim or demand, then Lessee
shall, at its sole expense, defend and protect itself f, Lessor and the Premises
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
remises. If Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to one and one-half times the amount
of such contested lien claim or demand, indemnifying Lessor against liability
for the same, as required by law for the holding of the Premises free from the
effect of such lien or claim. In addition, Lessor may require Lessee to pay
Lessors attorneys' fees and costs in participating in such action if Lessor
shall decide it is to its best interest to do so.

      7.4 Ownership, Removal, Surrender, and Restoration.

            (a)Ownership. Subject to Lessor's dg ht to require their removal and
to cause Lessee to become the owner thereof as hereinafter provided in this
Paragraph 7.4. all Alterations and Utility Installations made to the Premises by
Lessee shall be the property of and owned b/ Lessee, but considered a part of
the Premises. Lessor may, at any time and at its option, elect in writing to
Lessee to be the owner of all or any specified part of the Lessee-Owned
Alterations and Utility Installations. Unless otherwise instructed Per
Subparagraph 7.4(b) hereof, all Lessee-Owned Alterations and Utility
Installations shall, at the expiration or earlier termination of this ease,
become the property of Lessor and remain upon the Premises and be surrendered
with the Premises by Lessee.

            (b)Removal. Unless otherwise agreed in writing, Lessor may require
that any or all Lessee-Owned Alterations or Utility Installations be removed by
the expiration or earlier termination of this Lease, notwithstanding that their
Installation may have been consented to by Lessor. Lessor may require the
removal at any time of all or any part of any Alterations or Utility
Installations made without the required consent of Lessor.

            (c)Surrender/Restoration. Lessee shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, clean and
free of debris and in good operating order, condition and state of repair,
ordinary wear and tear excepted. Ordinary wear and tear shall not include any
damage or deterioration that would have been prevented by good maintenance
practice or by Lessee performing all of its obligations under this Lease. Except
as otherwise agreed or specified herein, the Premises, as surrendered, shall
include the Alterations and Utility Installations. The obligation of Lessee
shall include the repair of any damage occasioned by the installation,
maintenance or removal of Lessee's Trade Fixtures, furnishings, equipment, and
Lessee-Owned Alterations and Utility Installations, as well as the removal of
any storage tank installed by or for Lessee, and the removal, replacement, or
remediation of any soil, material or ground water contaminated by Lessee all as
may then be required by Applicable Requirements and/or good practice. Lessee's
Trade Fixtures shall remain the property of Lessee and shall be removed by
Lessee subject to its obligation to repair and restore the Premises per this
Lease.

8. Insurance; Indemnity.

      8.1 Payment of Premium Increases.

            (a)As used herein, the term "Insurance Cost Increase" is defined as
any increase in the actual cost of the insurance applicable to the Building and
required to be carried by Lessor pursuant to Paragraphs 8.2(b), 8.3(a) and
8.3(b), ("Required Insurance"), over and above the Base Premium, as hereinafter
defined, calculated on an annual basis. "Insurance Cost Increase shall include,
but not be limited to, requirements of the holder of a mortgage or deed of trust
covering the Premises, increased valuation of the Premises, and/or a general
premium rate increase. The term "Insurance Cost Increase" shall not, however,
include any premium increases resulting from the nature of the occupancy of any
other lessee of the Building. If the parties insert a dollar amount in Paragraph
1.9 such amount shall be considered the "Base Premium". If a dollar amount has
not been inserted in Paragraph 1.9 and if the building has been previously
occupied during the twelve (12) month period immediately preceding the
Commencement Date, the "Base Premium" shall be the annual premium applicable to
such twelve (12) month period. If the Building was not fully occupied during
such twelve (12) month period, the "Base Premium" shall be the lowest annual
premium reasonably obtainable for the Require Insurance as of the Commencement
Date, assuming the most nominal use possible of the Building. In no event,
however shall Lessee be responsible for any portion of the premium cost
attributable to liability insurance coverage in excess of $1,000,000.00 procured

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<PAGE>

under Paragraph 8.2(b).

            (b)Lessee shall pay any Insurance Cost increase to Lessor pursuant
to Paragraph 4.2. Premiums for policy periods commencing prior to, or extending
beyond, the term of this Lease shall be prorated to coincide with the
corresponding Commencement Date or Expiration Date.

      8.2 Liability Insurance.

            (a)Carried by Lessee. Lessee shall obtain and keep in force during
the term of this Lease a Commercial General Liability policy of insurance
protecting Lessee, Lessor and any Lender(s) whose names have been provided to
Lessee in writing (as additional insureds) against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be on an occurrence basis providing
single limit coverage in an amount not less than $1,000,000 00 per occurrence
with an "Additional Insured-Managers or Lessors of Premises" endorsement and
contain the "Amendment of the Pollution Exclusion" endorsement for damage caused
by heat, smoke or fumes from a hostile fire. The policy shall not contain any
intra-insured exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an "insured contract"
for the performance of Lessees indemnity obligations under this Lease. The
limits of said insurance required by this Lease or as carried by Lessee shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder. All insurance to be carried by Lessee shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

            (b) Carried by Lessor. Lessor shall also maintain liability
insurance described in Paragraph 8.2(a) above in addition to and not in lieu o f
the insurance required to be maintained by Lessee. Lessee shall not be named as
an additional insured therein.

      8.3 Property Insurance-Building, Improvements and Rental Value.

            (a)Building and Improvements. Lessor shall obtain and keep in force
during the term of this Lease a policy or policies in the name of Lessor, with
loss payable to Lessor and to any Lender(s), insuring against loss or damage to
the Premises. Such insurance shall be for full replacement cost, as the same
shall exist from time to time, or the amount required by any Lender(s), but in
no event more than the commercially reasonable and available insurable value
thereof if, by reason of the unique nature or age of the improvements involved,
such latter amount is less than full replacement cost. Lessee-Owned Alterations
and Utility Installations, Trade Fixtures and Lessee's personal property shall
be insured by Lessee pursuant to Paragraph 8.4. If the coverage is available and
commercially appropriate, Lessor's policy or policies shall insure against all
risks of direct physical loss or damage (except the perils of flood and/or
earthquake unless required by a Lender or Included in the Base Premium),
including coverage for any additional costs resulting from debris removal and
reasonable amounts of coverage for the enforcement of any ordinance or law
regulating the reconstruction or replacement of any undamaged sections of the
Building required to be demolished or removed by reason of the enforcement of
any building , zoning, safety or land use laws as the result of a covered loss,
but not including plate glass insurance. Said policy or policies shall also
contain an agreed valuation provision in lieu of any co-insurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted
J.S. Department of Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located.

            (b)Rental Value. Lessor shall also obtain and keep in force during
the term of this Lease a policy or policies in the name of Lessor, with loss
payable to Lessor and any Lender(s), insuring the loss of the full rental and
other charges payable by all lessees of the building to Lessor for one year
(including all Real Property Taxes, insurance costs, all Common Area Operating
Expenses and any scheduled rental increases). Said insurance may provide that in
the event the Lease is terminated by reason of an insured loss, the period of
indemnity for such coverage shall be extended beyond the date of the completion
of repairs or replacement of the Premises, to provide for one full year's loss
of rental revenues from the date of any such loss. Said insurance shall contain
an agreed valuation provision in lieu of any co-insurance clause, and the amount
of coverage shall be adjusted annually to reflect the projected rental income,
Real Property Taxes, insurance premium costs and other expenses, if any,
otherwise payable, for the next 12-month period. Common Area Operating Expenses
shall include any deductible amount in the event of such loss.

            (c)Adjacent Premises. Lessee shall pay for any increase in the
premiums for the property insurance of the Building and for the Common Areas or
other buildings in the Industrial Center if said increase is caused by Lessee's
acts, omissions, use or occupancy of the Premises.

            (d)Lessee's Improvements. Since Lessor is the Insuring Party, Lessor
shall not be required to insure Lessee-Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease.

      8.4 Lessee's Property Insurance. Subject to the requirements of Paragraph
8.5, Lessee at its cost shall either by separate policy or, at Lessor's option,
by endorsement to a policy already carried, maintain insurance coverage on all
of Lessee's personal property, Trade Fixtures and Lessee-Owned Alterations and
Utility Installations in, on, or about the Premises similar in coverage to that
carried by Lessor as the Insuring Party under Paragraph 8.3(a). Such insurance
shall be full replacement cost coverage with a deductible not to exceed $1,000
per occurrence. The proceeds from any such insurance shall be used by Lessee for
the replacement of personal proper and the restoration of Trade Fixtures and
Lessee-Owned Alterations and Utility Installations. Upon request from Lessor,
Lessee s all provide Lessor with written evidence that such insurance is in
force.

      8.5 Insurance Policies. Insurance required hereunder shall be in companies
duly licensed to transact business in the state where the Premises are located,
and maintaining during the policy term a 'General Policyholders Rating' of at
least B+ V, or such other rating as may be required by a Lender as set forth in
the most current issue of "Best's Insurance Guide." Lessee shall not do or
permit to be done anything which shall invalidate the insurance policies
referred to in this Paragraph 8. Lessee shall cause to be delivered to Lessor,
within seven (7) days after the earlier of the Early Possession Date or the
Commencement Date certified copes of or certificates evidencing the existence
and amounts of, the insurance required under Paragraph 8.2(a) and 8.4. No such
policy shall be cancelable or subject to 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 evidence of
renewals or "insurance binders" evidencing renewal thereof, or Lessor may order
such insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand.

      8.6 Waiver of Subrogation. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages (whether in contract or in tort) against the
other, for loss or damage to their property arising out of or incident to the
perils required to be insured against under Paragraph 8. The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount of insurance carried or required, or by any deductibles applicable
thereto. Lessor and Lessee agree to have their respective insurance companies
issuing property damage insurance waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the
insurance is not

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<PAGE>

invalidated thereby.

      8.7 Indemnity. Except for Lessor's negligence and/or breach of express
warranties, Lessee shall indemnify, protect, defend and old harmless the
Premises. Lessor and its agents. Lessors master or ground lessor, partners and
Lenders, from and against any and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants'
fees, expenses and/or liabilities arising out of, involving, or in connection
with, the occupancy of the Premises by Lessee, the conduct of Lessee's business,
any act omission or neglect of Lessee, its agents, contractors, employees or
invitees, and out of any Default or Breach by Lessee in the performance in a
timely manner of any obligation on Lessee's part to be performed under this
Lease. The foregoing shall include but not be limited to, the defense or pursuit
of any claim or any action or proceeding involved therein, and whether or not
~in the case of claims made against Lessor) litigated and/or reduced to
judgment. In case any action or proceeding be brought against Lessor by reason
of any of the foregoing matters, 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.

      8.8 Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other lease in the Industrial Center. Notwithstanding Lessor's negligence or
breach of this Lease, Lessor shall under no circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.

9. Damage or Destruction.

      9.1 Definitions.

            (a)"Premises Partial Damage" shall mean damage or destruction to the
Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is less than fifty percent (50%) of
the then Replacement Cost (as defined in Paragraph 9.1(d)) of the Premises
(excluding Lessee-Owned Alterations and Utility Installations and Trade
Fixtures) immediately prior to such damage or destruction.

            (b) "Premises Total Destruction" shall mean damage or destruction to
the Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is fifty percent (50(degree)'x) or
more of the then Replacement Cost of the Premises (excluding Lessee-Owned
Alterations and Utility Installations and Trade Fixtures) immediately prior to
such damage or destruction. In addition, damage or destruction to the Building,
other than Lessee-Owned Alterations and Utility Installations and Trade Fixtures
of any lessees of the Building, the cost of which damage or destruction is fifty
percent (50%) or more of the then Replacement cost (excluding Lessee-Owned
Alterations and Utility Installations and Trade Fixtures of any lessees of the
Building) of the Building shall, at the option of Lessor, be deemed to be
Premises Total Destruction.

            (c) "Insured Loss" shall mean damage or destruction to the Premises,
other than Lessee-Owned Alterations and Utility' Installations and Trade
Fixtures, which was caused by an event required to be covered by the insurance
described in Paragraph 8.3 (a) irrespective of any deductible amounts or
coverage limits involved.

            (d)"Replacement Cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of applicable building codes, ordinances or
laws, and without deduction for depreciation.

            (e)"Hazardous Substance Condition" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises.

      9.2 Premises Partial Damage-Insured Loss. If Premises Partial Damage that
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such
damage (but not Lessees Trade Fixtures or Lessee-Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect. In the event, however, that there is a shortage of
insurance proceeds and such shortage is due to the fact that, by reason of the
unique nature of the improvements in the Premises, full replacement cost
insurance coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage in insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within ten (10) days
following receipt of written notice of such shortage and request therefor. If
Lessor receives said funds or adequate assurance thereof within said ten (10)
day period, Lessor shall complete them as soon as reasonably possible and this
Lease shall remain in full force and effect- if Lessor does not receive such
funds or assurance within said period, Lessor may nevertheless elect by written
notice to Lessee within ten (10) days thereafter to make such restoration and
repair as is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance within such ten (10) day period,
and if Lessor does not so elect to restore and repair then this Lease shall
terminate sixty (60) days following the occurrence of the damage or destruction.
Unless otherwise agreed, Lessee shall in no event have any right to
reimbursement from Lessor for any funds contributed by Lessee to repair any such
damage or destruction. Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made available for the repairs if made by either Party.

      9.3 Partial Damage -Uninsured Loss. If Premises Partial Damage that is
            not an Insured Loss occurs, unless caused b a negligent or willful
            act of Lessee (in which event Lessee shall make the repairs at
            Lessee's expense and this Lease shall continue in full force and
            effect), 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 receipt
            by Lessor of knowledge of the occurrence of such damage of Lessor's
            desire to terminate this Lease as of the date sixty (60) days
            following the date of such notice. In the event Lessor elects to
            give such notice of Lessors intention to terminate this Lease,
            Lessee shall have the right within ten (10) days after the receipt
            of such notice to give written notice to Lessor of Lessee's
            commitment to pay for the repair of such damage totally at Lessee's
            expense and without reimbursement from Lessor. Lessee shall provide
            Lessor with the required funds or satisfactory assurance thereof
            within thirty (30) days following such commitment from Lessee. In
            such event this Lease shall continue in full force and effect, and
            Lessor shall proceed to make such repairs as soon as reasonably
            possible after the required funds are available. If Lessee does not
            give such notice and provide the funds or assurance thereof within
            the times specified above, this Lease shall terminate as of

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<PAGE>

            the date specified in Lessor's notice of termination.

      9.4 Total Destruction. Notwithstanding any other provision hereof, if
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee, in the event, however, that the damage or destruction was caused by
Lessee, Lessor shall have the right to recover Lessor's damages from Lessee
except as released and waived in Paragraph 9.7.

      9.5 Damage Near End of Term. If at any time during the last six (6) months
of the term of this Lease there is damage for which the cost to repair exceeds
one month's Base Rent, whether or not an Insured Loss, Lessor may, at Lessor's
option, terminate this Lease effective sixty (60) days following the date of
occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. Provided, however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this
Lease by (a) exercising such option, and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on or before the earlier of (i) the date which is ten (10) days after Lessee's
receipt of Lessor's written notice purporting to terminate this Lease, or (ii)
the day Prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor With funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessors expense repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect. If Lessee fails to exercise
such option and provide such funds or assurance during such period, then this
Lease shall terminate as of the date set forth in the first sentence of this
Paragraph 9.5.

      9.6 Abatement of Rent; Lessee's Remedies.

            (a)In the event of (i) Premises Partial Damage or (ii) Hazardous
Substance Condition for which Lessee is not legally responsible ~ the Base Rent,
Common Area Operating Expenses and other charges, if any, payable by Lessee
hereunder for the period during which such damage or condition, its repair,
remediation or restoration continues, shall be abated in proportion to the
degree to which Lessee's use of the Premises is impaired, but not in excess of
proceeds from insurance required to be carried under Paragraph 8.3(b). Except
for abatement of Base Rent Common Area Operating Expenses and other charges, if
any, as aforesaid, all other obligations of Lessee hereunder shall be performed
by Lessee, and Lessee shall have no claim against Lessor for any damage suffered
by reason of any such damage, destruction, repair, remediation or restoration.

            (b)lf Lessor shall be obligated to repair or restore the Premises
under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Lessee may at any time
prior to the commencement of such repair or restoration, give written notice to
Lessor and Io any Lenders of which Lessee has actual notice of Lessee's election
to terminate this Lease on a date not less than sixty (60) days following the
giving of such notice. If Lessee gives such notice to Lessor and such Lenders
and such repair or restoration is not commence within thirty (30) days after
receipt of such notice, this Lease shall terminate as of the date specified in
said notice. If Lessor or a Lender commences the repair or restoration of the
Premises within thirty (30) days after the receipt of such notice, this Lease
shall continue in full force and effect. "Commence" as used in this Paragraph 9.
shall mean either the unconditional authorization of the preparation of the
required plans, or the beginning of the actual work on the Premises, whichever
occurs first.

      9 7 Hazardous Substance Conditions. If a Hazardous Substance Condition
occurs, unless Lessee is legally responsible therefor (in which case Lessee
shall make the investigation and remediation thereof required by Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to Lessor's rights under Paragraph 6.2(c) and Paragraph 13), Lessor may at
Lessor's option either (i) investigate and remediate such Hazardous Substance
Condition, if required, as soon as reasonably possible at Lessors expense, in
which event this Lease shall continue in full force and effect, or (ii) if the
estimated cost to investigate and remediate such condition exceeds twelve (12)
times the then monthly Base Rent or $100,000 whichever is greater, give written
notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of
the occurrence of such Hazardous Substance Condition of Lessors desire to
terminate this Lease as of the date sixty (60) days following the date of such
notice. In the event Lessor elects to give such notice of Lessors intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written notice to Lessor of Lessee's commitment
to pay for the excess costs of (a) investigation and remediation of such
Hazardous Substance to the extent required by Applicable Requirements, over (b)
an amount equal to twelve (12) times the then monthly Base Rent or $100,000
whichever is greater. Lessee shall provide Lessor with the funds required of
Lessee or satisfactory assurance thereof within thirty (30) days following said
commitment by Lessee. In such event this Lease shall continue in full force and
effect, and Lessor shall proceed to make such investigation and remediation as
soon as reasonably possible after the required funds are available If Lessee
does not give such notice and provide the required funds or assurance thereof
within the time period specified above, this Lease shall terminate as of the
date specified in Lessor's notice of termination.

      9.8 Termination-Advance Payments. Upon termination of this Lease pursuant
to this Paragraph 9, Lessor shall return to Lessee any advance payment made by
Lessee to Lessor and so much of Lessee's Security Deposit as has not been, or is
not then required to be, used by Lessor under the terms of this Lease.

      9.9 Waiver of Statutes. Lessor and Lessee agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Premises
and the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.

10. Real Property Taxes.

      10.1 Payment of Taxes. Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10.2(a), applicable to the Industrial Center, and except as
otherwise provided in Paragraph 10.3, any increases in such amounts over the
Base Real Property Taxes shall be included in the calculation of Common Area
Operating Expenses in accordance with the provisions of Paragraph 4.2.

      10.2 Real Property Tax Definitions.

            (a)As used herein, the term "Real Property Taxes" shall include any
form of real estate tax or assessment, general, special, ordinary or
extraordinary , and an license fee, commercial rental tax, improvement bond or
bonds, levy or tax (other titan inheritance, personal income or estate taxes
imposed upon the Industrial Center by any authority having the direct or
indirect power to tax, including any city, state or federal government, or any
school, agricultural, sanitary, fire, street. drainage, or other improvement
district thereof, levied against any legal or equitable interest of Lessor in
the Industrial Center or any portion thereof, Lessors right to rent or other
income therefrom, and/or Lessors business of leasing the Premises. The term
"Real Property Taxes" shall also include any tax, fee, levy, assessment or
charge, or any increase therein, imposed by reason of events occurring, or
changes in Applicable Law taking effect, during the term of this Lease,
including but not limited to a change in the ownership of the Industrial Center
or in the improvements thereon, the execution of this ease, or any modification,
amendment or transfer thereof, and whether or not

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contemplated by the Parties.

            (b) As used herein, the term "Base Real Property Taxes" shall be the
amount of Real Property Taxes, which are assessed against the Premises, Building
or Common Areas in the calendar year during which the Lease is executed. In
calculating Real Property Taxes for any calendar year, the Real Property Taxes
for any real estate tax year shall be included in the calculation of Real
Property Taxes for such calendar year based upon the number of days which such
calendar year and tax year have in common.

      10.3 Additional Improvements. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Industrial
Center by other lessees or by Lessor for the exclusive enjoyment of such other
lessees. Notwithstanding Paragraph 10.1 hereof, Lessee shall, however pay to
Lessor at the time Common Area Operating Expenses are payable under Paragraph
4.2, the entirety of any increase in Real Property Taxes if assessed solely by
reason of Alterations, Trade Fixtures or Utility Installations placed upon the
Premises by Lessee or at Lessee's request.

      10.4 Joint Assessment. If the Building not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property taxes for all of the land and improvements included within the tax
parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available. Lessors reasonable determination thereof, in good
faith, shall be conclusive.

      10.5 Lessee's Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. When
possible, Lessee shall cause its Lessee-Owned Alterations and Utility
Installations Trade Fixtures furnishings, equipment and all other persona!
property to be assessed and billed separately from the real property of Lessor.
If any of Lessee's said property shall be assessed with Lessors real property,
Lessee shall pay Lessor the taxes attributable to Lessee's property within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11. Utilities. Lessee shall pay directly for all utilities and services supplied
to the Premises, including but not limited to electricity, telephone, security,
gas and cleaning of the Premises, together with any taxes thereon. If any such
utilities or services are not separately metered to the Premises or separately
billed to the Premises, Lessee shall pay to Lessor a reasonable proportion to be
determined by Lessor of all such charges jointly metered or billed with other
premises in the Building, in the manner and within the time periods set forth in
Paragraph 4.2(d).

12. Assignment and Subletting.

      12.1 Lessor's Consent Required.

            (a)Lessee shall not voluntarily or by operation of law assign.
transfer, mortgage or otherwise transfer or encumber (collectively, 'assign') or
sublet all or any part of Lessee's interest in this Lease or in the Premises
without Lessor's prior written consent given under and subject to the terms of
Paragraph 36.

            (b)A change in the control of Lessee shall constitute an assignment
requiring Lessors consent. The transfer, on a cumulative basis, of twenty-five
percent (25%) or more of the voting control of Lessee shall constitute a change
in control for this purpose.

            (c)The involvement of Lessee or its assets in any transaction, or
series of transactions (by way of merger, sale acquisition, financing,
refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal
assignment or hypothecation of this Lease or Lessee's assets occurs, which
results or will result in a reduction of the Net Worth of Lessee, as hereinafter
defined, by an amount equal to or greater than twenty-five percent (25%) of such
Net Worth of Lessee as it was represented to Lessor at the time of full
execution and delivery of this Lease or at the time of the most recent
assignment to which Lessor has consented, or as it exists immediately prior to
said transaction or transactions constituting such reduction, at whichever time
said Net Worth of Lessee was or is greater, shall he considered an assignment of
this Lease by Lessee to which Lessor may reasonably withhold its consent. "Net
Worth of Lessee" for purposes of this Lease shall be the net worth of Lessee
(excluding any Guarantors) established under generally accepted accounting
principles consistently applied.

            (d) An assignment or subletting of Lessee's interest in this Lease
without Lessor's specific prior written consent shall, at Lessor's option be a
Default curable after notice per Paragraph 13.1, or a non-curable Breach without
the necessity of any notice and grace period. If Lessor elects to treat such
unconsented to assignment or subletting as a non-curable Breach, Lessor shall
have the right to either: (i) terminate this Lease, or (ii) upon thirty (30)
days' written notice ("Lessor's Notice") increase the monthly Base Rent for the
Premises to the greater of the then fair market rental value of the Premises, as
reasonably determined by Lessor, or one hundred ten percent (110%) of the Base
Rent then in effect. Pending determination of the new fair market rental value,
if disputed by Lessee, Lessee shall pay the amount set forth in Lessors Notice.
with any overpayment credited against the next installment(s) of Base Rent
coming due, and any underpayment for the period retroactively to the effective
date of the adjustment being due and payable immediately Upon the determination
thereof. Further, in the event of such Breach and rental adjustment, (i) the
purchase price of any option to purchase the Premises held by Lessee shall be
subject to similar adjustment to the then fair market value as reasonably
determined by Lessor (without the Lease being considered an encumbrance or any
deduction for depreciation or obsolescence, and considering the Premises at its
highest and best use and in good condition) or one hundred ten percent (110%) of
the price previously in effect, (ii any index-oriented rental or price
adjustment formulas contained in this Lease shall be adjusted to require that
the base index be determined with reference to the index applicable to the time
of such adjustment, and (iii) an fixed rental adjustments scheduled during the
remainder of the Lease term shall be increased in the same ratio as the new
rental bears to the Base Rent in effect immediately prior to the adjustment
specified in Lessor's Notice.

            (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor
shall be limited to compensatory damages and/or injunctive relief,

      12.2 Terms and Conditions Applicable to Assignment and Subletting.

            (a)Regardless of Lessor's consent, any assignment or subletting
shall not (i) be effective without the express written assumption by such
assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, nor (iii) alter the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be performed by
Lessee under this Lease.

            (b}Lessor may accept any rent or performance of Lessee's obligations
from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment
nor the acceptance of any rent for performance shall constitute a waiver or
estoppel of Lessors right to exercise Its remedies for the Default or Breach by
Lessee of any of

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<PAGE>

the terms, covenants or conditions of this Lease.

            (c)The consent of 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 assignee or sublessee. However
                  Lessor may consent to subsequent sublettings and assignments
                  of the sublease or any amendments or modifications thereto
                  without notifying Lessee or anyone else liable under this
                  Lease or the sublease and without obtaining their consent, and
                  such action shall not relieve such persons from liability
                  under this Lease or the sublease.

            (d)In the event of any Default or Breach of Lessee's obligation
under this Lease, Lessor may proceed directly against Lessee, any Guarantors or
anyone else responsible for the performance of the Lessee's obligations under
this Lease, including any sublessee, without first exhausting Lessor's remedies
against any other person or entity responsible therefor to Lessor, or any
security held by Lessor.

            (e) Each request for consent to an assignment or subletting shall be
in writing, accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a non-refundable
deposit of $1,000 or ten percent (10%) of the monthly Base Rent applicable to
the portion of the Premises which is the subject of the proposed assignment or
sublease, whichever is greater, as reasonable consideration for Lessor's
considering and processing the request for consent. Lessee agrees to provide
Lessor with such other or additional information and/or documentation as may be
reasonably requested by Lessor.

            (f) Any assignee of, or sublessee under, this Lease shall, by reason
of accepting such assignment or entering into such sublease, be deemed, for the
benefit of Lessor, to have assumed and agreed to conform and comply with each
and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than
such obligations as are contrary to or inconsistent with provisions of an
assignment or sublease to which Lessor has specifically consented in writing

            (g)The occurrence of a transaction described in Paragraph 12.2(c)
shall give Lessor the right (but not the obligation) to require that the
Security Deposit be increased by an amount equal to six (6) times the then
monthly Base Rent, and Lessor may make the actual receipt by Lessor of the
Security Deposit increase a condition to Lessor's consent to such transaction.

            (h) Lessor, as a condition to giving its consent to any assignment
or subletting, may require that the amount and adjustment schedule of the rent
payable under this Lease be adjusted to what is then the market value and/or
adjustment schedule for property similar to the Premises as then constituted, as
determined by Lessor.

      12.3  Additional Terms and Conditions Applicable to Subletting. 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:

            (a)Lesssee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of the Premises 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 Breach (as defined in Paragraph 13.1) shall
occur in the performance of Lessee s obligations under this Lease, Lessee may,
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such sublease. Lessor shall not, by reason of the foregoing
provision or any other assignment of such sublease to Lessor, nor by reason of
the collection of the rents from a sublessee, be deemed liable to the sublessee
for any failure of Lessee 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 Breach exists in the performance of Lessee's obligations under this
Lease, to pay to Lessor the rents and other charges due and to become due under
the sublease. Sublessee shall rely upon any such statement and request from
Lessor and shall pay such rents and other charges to Lessor without any
obligation or right to inquire as to whether such Breach exists and
notwithstanding any notice from or claim from Lessee to the contrary. Lessee
shall have no right or claim against such sublessee, or, until the Breach has
been cured, against Lessor, for any such rents and other charges so paid by said
sublessee to Lessor.

            (b) In the event of a Breach by Lessee 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 oblations of the sublessor under such sublease from the time
of the exercise of said option to the expiration of such sublease, provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such sub-lessee to such sublessor or for any other prior defaults or
breaches of such sublessor under such sublease.

            (c) Any matter or thing requiring the consent of the sublessor under
a sublease shall also require the consent of Lessor herein.

            (d) No sublessee under a sublease approved by Lessor shall further
assign or sublet all or any part of the Premises without Lessors prior written
consent.

            (e)Lessor shall deliver a copy of any notice of Default or Breach by
Lessee to the sublessee, who shall have the right to cure the Default of Lessee
within the grace period, if any, specified in such notice. The sublessee shall
have a right of reimbursement and onset from and against Lessee for any such
Defaults cured by the sublessee.

13. Default; Breach; Remedies.

      13.1 Default; Breach. Lessor and Lessee agree that if an attorney is
consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence
for legal services and costs in the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said default. A "Default" by Lessee is
defined as a failure b Lessee to observe, comply with or perform any of the
terms, covenants conditions or rules applicable to Lessee under this Lease. A
"Breach" by Lessee is defined as the occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein, the failure by Lessee to cure such Default prior to the expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth in Paragraphs 13.2 and/or 13.3:

            (a) The vacating of the Premises without the intention to reoccupy
same, or the abandonment of the Premises.

            (b) Except as expressly otherwise provided in this Lease, the
failure by Lessee to make any payment of Base Rent, Lessee's Share of Common
Area Operating Expenses, or any other monetary payment required to be made by
Lessee hereunder as and when due, the failure by Lessee to provide Lessor with
reasonable evidence of insurance or surety bond required under this Lease, or
the

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<PAGE>

            failure of Lessee to fulfill any obligation under this Lease which
endangers or threatens life or property, where such failure continues for a
period of three ;3) days following written notice thereof by or on behalf of
Lessor to Lessee.

            (c) Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (in duly
executed original form, if applicable of (i) compliance with Applicable
Requirements per Paragraph 6.3, (ii) the inspection, maintenance and service
contracts' required under Paragraph 7.1(b), (iii) the rescission of an
unauthorized assignment or subletting per Paragraph 12.1, (iv) a Tenancy
Statement per Paragraphs 16 or 37, (v) the subordination or non-subordination of
this Lease per Paragraph 30, (vi) the guaranty of the performance of Lessee's
obligations under this Lease if required under Paragraphs 1.11 and 37, (vii) the
execution of an document requested under Paragraph 42 (easements), or (viii) an
other documentation or information which Lessor may reasonably require of Lessee
under the terms of this lease, where any such failure continues for a period of
ten (10) days following written notice by or on behalf of Lessor to Lessee.

            (d)A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof that
are to be observed, complied with or performed by Lessee, other than those
described in Subparagraphs 13.1(a), (b) or (c), above, where such Default
continues for a period of thirty (301 days after written notice thereof by or on
behalf of Lessor to Lessee; provided, however, that if the nature of Lessee's
Default is such that more than thirty (30) days are reasonably required for its
cure, then it shall not be deemed to be a Breach of this Lease by Lessee if
Lessee commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.

            (e)The occurrence of any of the following events: (i) the making by
Lessee of any general arrangement or assignment for the benefit of creditors;
(ii) Lessee's becoming a "debtor" as defined in 11 U.S. Code Section 101 or any
successor statute thereto (unless, in the case of a petition filed against
Lessee, the same is dismissed within six (60) days); (iii) the appointment of a
trustee or receiver o 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 substantial) all of Lessee's ass is
located at the Premises or of Lessee's interest in this Lease, where such
seizure is not discharged within thirty (30) days. provided, however, in the
event that any provision of this Subparagraph 13.1(e) is contrary to any
applicable law, such provision shall be of no force or effect, and shall not
affect the validity of the remaining provisions.

            (f) The discovery by Lessor that any financial statement of Lessee
or of any Guarantor, given to Lessor by Lessee or any Guarantor, was materially
false.

            (g)if tie performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantors
liability with respect to this Lease other than in accordance with the terms of
such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a
bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty or (v) a
Guarantor's breach of its guaranty obligation on an anticipatory breach basis
and Lessee's failure, within sixty (60) days following written notice by or on
behalf of Lessor to Lessee of any such event, to provide Lessor with written
alternative assurances of security, which, when coupled with the then existing
resources of Lessee, equals or exceeds the combined financial resources of
Lessee and the Guarantors that existed at the time of execution of this Lease.

            13.2 Remedies. If Lessee fails to perform any affirmative duty or
obligation of Lessee under this Lease, within ten 10) days after written notice
to Lessee (or in case of an emergency without notice), Lessor may at its option
(but without obligation to o so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental Incenses, permits or approvals. The costs
and expenses of any such performance by Lessor shall be due and payable by
Lessee to Lessor upon invoice therefor. If any check given to Lessor by Lessee
shall not be honored by the bank upon which it is drawn, Lessor, at its own
option, may require all future payments to be made under this Lease by Lessee to
be made only by cashiers check. In the Event of a Breach of this Lease by Lessee
(s defined in Paragraph 13.1), with or without further notice or demand, and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such Breach, Lessor may:

            (a)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: (i) the worth at the time of the award of the
            unpaid rent which had been earned at the time of term nation; (ii)
            the worth at the time of award of the amount by which the unpaid
            rent which would have been earned after termination until the time
            of award exceeds the amount of such rental loss that the Lessee
            proves could have been reasonably avoided: (iii) the worth at the
            time of award of the amount by which the unpaid rent for the balance
            of the term after the lime of award exceeds the amount of such
            rental loss that the Lessee proves could be reasonably avoided; and
            (iv) any other amount necessary to compensate Lessor for all the
            detriment proximately caused by the Lessee's failure to perform its
            obligations under this Lease or which in the ordinary course of
            things would be likely to result therefrom, 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 that portion of any
            leasing commission paid by Lessor in connection with this Lease
            applicable to the unexpired term of this Lease. The worth at the
            time of award of the amount referred to in provision (iii) of the
            immediately preceding sentence shall be computed by discounting such
            amount at the discount rate of the Federal Reserve Bank of San
            Francisco or the Federal Reserve Bank District in which the Premises
            are located at the time of award plus one percent (1%). Efforts by
            Lessor to mitigate damages caused by Lessee's Default or Breach of
            this Lease shall not waive Lessor's right to recover damages under
            this Paragraph 13.2. If termination of this Lease is obtained
            through the provisional remedy of unlawful detainer, Lessor shall
            have the right to recover in such proceeding the unpaid rent and
            damages as are recoverable therein, or Lessor may reserve the right
            to recover all or any part thereof in a separate suit for such rent
            and/or damages. If a notice and grace period required under
            Subparagraph 13.1(b), (c) or (d) was not previously given, a notice
            to pay rent or quit, or to perform or quit, as the case may be,
            given to Lessee under any statute authorizing the forfeiture of
            leases for unlawful detainer shall also constitute the applicable
            notice for grace period purposes required by Subparagraph 13.1(b),
            (c) or (d). In such case, the applicable grace period under the
            unlawful detainer statue shall run concurrently after the one such
            statutory notice, and the failure of Lessee to cure the Default
            within the greater of the two (2) such grace periods shall
            constitute both an unlawful detainer and a Breach of this Lease
            entitling Lessor to the remedies provided for in this Lease and/or
            by said statute.

            (b)Continue the Lease and Lessee's right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
recover the rent as it becomes due, provided Lessee has the right to sublet or
assign, subject only to reasonable limitations. Lessor and Lessee agree that the
limitations on assignment and subletting in this Lease are reasonable. Acts of

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<PAGE>

maintenance or preservation, efforts to relet the Premises or the appointment of
a receiver to protect the Lessor's interest under this Lease, shall not
constitute a termination of the Lessee's right to possession.

            (c) Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located.

            (d)The expiration or termination of this Lease and/or the
                  termination of Lessee's right to possession shall not relieve
                  Lessee from liability under any indemnity provisions of this
                  Lease as matters occurring or accruing during the term hereof
                  or by reason of Lessee's occupancy of the Premises.

      13.3 Inducement Recapture In Event of Breach. Any agreement by Lessor for
free or abated rent or other charges applicable to the Premises, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter -_*,erred to as "Inducement Provisions" shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms. covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended:. Upon the occurrence
of a Breach (as defined in Paragraph 13.1) of this Lease by Lessee, any such
Inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and pa able by Lessee to_ Lessor.
and recoverable by Lessor as additional rent due under this Lease,
notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which initiated the operation of this
Paragraph 13.3 shall not be deemed a waiver by Lessor of the provisions of this
Paragraph 13.3 unless specifically so sated in writing by Lessor at the time of
such acceptance.

      13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, t-re exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
accounting charges. and late charges which may be Imposed upon Lessor by the
terms of any ground lease, mortgage or deed-of trust covering the Premises.
Accordingly if any installment of rent or other sum due from Lessee shall not be
received by Lessor or Lessor's designee within :en (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 five percent (5%) 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 shall in no event constitute a waiver
of Lessee's Default or Breach with respect to such overdue amount, nor prevent
Lessor from exercising and: of the other rights and remedies granted hereunder.
In the event that a late' charge is payable hereunder, whether or not collected,
for three (3) consecutive installments of Base Rent, then notwithstanding
Paragraph 4.1 or any other provision of this Lease to the contrary, Base Rent
shall, at Lessor's option, become due and payable quarterly in advance.

      13.5 Breach by Lessor. Lessor shall not be deemed in breach of :his Lease
unless Lessor fails within a reasonable time to perform an obligation required
to be performed by Lessor. For purposes :f this Paragraph 13.5, a reasonable
time shall in no event be less than thirty (30) days after receipt by Lessor,
and by any Lender(s) whose name and address shall have been furnished to Lessee
in writing for such purpose, of written notice specifying wherein such
obligation of Lessor has not been performed; provided, however, that if the
nature of Lessor's obligation is such that more than thirty- (30) days after
such notice are reasonably required for its performance, then Lessor shall not
be in breach of this Lease if performance is commenced within such thirty (3 day
period and hereafter diligently pursued to completion.

14. Condemnation. If the Premises or any portion thereof 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. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-five percent (25%) of the portion of
the Common Areas designated for Lessees parking, is taken by condemnation,
Lessee may, at Lessee's option, to be exercised in within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within ten (10) days after the condemning authority shall have
taken possession) 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 Base Rent shall be reduced in
the same proportion as the rentable floor area of the Premises taken bears to
the total rentable floor area of the Premises. No reduction of Base Rent shall
occur if the condemnation does not apply to any portion of the Premises. Any
award for the taking of all or any part of the Premises 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 of value of the leasehold or for the taking of the
fee, or as severance damages: provided, however, that Lessee shall be entitled
to any compensation, separately awarded to Lessee for Lessee's relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that his Lease is
not terminated by reason of such condemnation, Lessor shall to the extent of its
net severance damages received, over and above Lessee's Share of the legal and
other expenses incurred by Lessor in the condemnation matter, repair any damage
to the Premises caused by such condemnation authority. Lessee shall be
responsible for the payment of any amount in excess of such net severance
damages required to complete such repair.

15. Brokers' Fees.

      15.1 Procuring Cause. The Broker(s) named in Paragraph 1.10 is/are the
procuring cause of this Lease.

      15.2 Additional Terms. Unless Lessor and Broker(s) have otherwise agreed
in writing, Lessor agrees that: (a) if Lessee exercises any Option (as defined
in Paragraph 39.1) granted under this Lease or any Option subsequently granted,
or (b) if Lessee acquires any rights to the Premises or other premises in which
Lessor has an interest, or (c) if Lessee remains in possession of the Premises
with the consent of Lessor after the expiration of the term of this Lease after
having failed to exercise an option, or (d) if said Brokers 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
(e) if Base Rent is increased, whether on agreement or operation of an
escalation clause herein, then as to any of said transactions, Lessor shall pay
said Broker(s) a fee in accordance with the schedule of said Broker(s) in effect
at the time of the execution of this Lease.

      15.3 Assumption of Obligations. Any buyer or 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 Broker shall be an intended third party beneficiary of the provisions
of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any
commission arising from this Lease and may enforce that right directly against
Lessor and its successors.

      15.4 Representations and Warranties. Lessee and Lessor each represent and
warrant to the other that it has had no dealings with any person, firm broker or
finder other than as named in Paragraph 1.10(a) in connection with the
negotiation of this Lease and/or the consummation of the transaction
contemplated hereby, and that no broker or other person, firm or entity other
than said named Broker(s) is entitled to any commission or finder's fee in
connection with said transaction. Lessee and Lessor do each hereby agree to
indemnity, protect, defend and hold the other harmless from and against
liability for compensation or charges which may be claimed by

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<PAGE>

any such unnamed broker, finder or other similar party by reason of an dealings
or actions of the indemnifying Party, including any costs, expenses, and/or
attorneys' fees reasonably incurred with respect thereto.

16. Tenancy and Financial Statements.

      16.1 Tenancy Statement. Each Party (as "Responding Part ") shall within
ten (10) days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver to the requesting Party a statement in writing
in a form similar to the then most current "Tenancy Statement" form published by
the American Industrial Real Estate Association, plus such additional
information, confirmation and/or statements as may be reasonably requested by
the Requesting Party.

      16.2 Financial Statement. If Lessor desires to finance, refinance, or sell
the Premises or the Building, or any part thereof, Lessee and all Guarantors
shall deliver to any potential lender or purchaser designated by Lessor such
financial statements of Lessee and such Guarantors as may be reasonably required
by such lender or purchaser, including but not limited to Lessee's financial
statements for the past three (3) years. All such financial statements shall be
received by Lessor and such lender or purchaser in confidence and shall be used
only for the purposes herein set forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean the owner or
owners at the time in question of the fee title to the Premises, in the event of
a transfer of Lessor's title or interest in the Premises or in this Lease,
Lessor shall deliver to the transferee or assignee (in cash or by credit) any
unused Security Deposit held by Lessor at the time of such transfer or
assignment. Except as provided in Paragraph 15.3, upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall be relieved of liability with respect to the obligations and/or covenants
under this Lease thereafter to be performed by the Lessor. Subject to the
foregoing the obligations and/or covenants in this Lease to be performed by the
Lessor shall be binding only upon the Lessor as hereinabove defined.

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 an}
other provision hereof.

19. Interest on Fast-Due Obligations. Any monetary payment due Lessor hereunder,
other than late charges, not received by Lessor within ten (10) days following
the date on which it was due, shall bear interest from the date due at the prime
rate charged by the largest state chartered tank in the state in which the
Premises are located plus four percent (4%) per annum, but not exceeding the
maximum rate allowed by law, in addition to the potential late charge provided
for in Paragraph 13.4.

20. Time of Essence. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

21. Rent Defined. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22. No Prior or other Agreements- Broker Disclaimer. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that it has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party. Each Broker shall be an intended third party beneficiary
of the provisions of this Paragraph 22.

23. Notices.

      23.1 Notice Requirements. All notices required or permitted by this Lease
shall be in writing and may be delivered in person (b'~ hand or by messenger or
courier service) or may be sent by regular, certified or registered mail or U.S.
Postal Service Express Mai(, with postage prepaid or by facsimile transmission
during normal business hours, and shall be deemed sufficiently given if served
in a manner specific in this Paragraph 23. The addresses noted adjacent to a
Party's signature on this Lease shall be that Party's address for delivery or f
mailing of notice purposes. Either Party may by written 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 the purpose of mailing or delivering notices to Lessee. 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 written notice to Lessee.

      23.2 Date of Notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given forty-eight (48) hours after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantees next day delivery shall be deemed given, twenty-four (24) hours after
delivery of the same to the United States Postal Service or courier. If any
notice is transmitted by facsimile transmission or similar means, the same shall
be deemed served or delivered upon telephone or facsimile confirmation of
receipt of the transmission thereof, provided a copy is also delivered via
delivery or mail. If notice is received on a Saturday or a Sunday or a legal
holiday, it shall be deemed received on the next business day.

24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any Other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or any other term, covenant, or condition hereof. Lessor's consent
to, or approval of, any such act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by Lessee or be construed as the basis of an estoppel to enforce the pr vision
or provisions of this Lease requiring such consent. Regardless o{ Lessor's
knowledge of a Default or Breach at the time of accepting rent, the acceptance
of rent by Lessor shall not be a waiver of any Default or Breach by Lessee of
any provision hereof. Any payment given Lessor by Lessee may be accepted by
Lessor on account of moneys or damages due Lessor, notwithstanding any
qualifying statements or conditions made by Lessee in connection therewith,
which such statements and/or conditions shah be of no force or effect whatsoever
unless specifically agreed to in writing by Lessor at or before the time of
deposit of such payment

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. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26. No Right To Holdover. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease. In the event that Lessee holds over in violation of this Paragraph
26 then the Base Rent payable from and after the time of the expiration or
earlier termination of this Lease shall be increased to one hundred fifty
percent (150%) of the Base Rent applicable during the month immediately
preceding such expiration or earlier termination. Nothing contained herein shall
be

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<PAGE>

construed as a consent by Lessor to any holding over by Lessee.

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. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties,
their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

      30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed by Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Lessee
agrees that the Lenders holding any such Security Device shall have no duty,
liability or obligation to perform any of the obligations of Lessor under this
Lease, but that in the event of Lessor's default with respect to any such
obligation Lessee will give any Lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessors default pursuant
to Paragraph 13 5. If any Lender shall elect to have this Lease and/or any
Option anted hereby superior to the lien of its Security Device and shall give
written notice thereof to Lessee, this Lease and such Options shall be deemed
prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

      30.2 Attornment. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other arty who acquires
ownership of the Premises by reason of a foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which Lessee might have against any prior lessor, or (iii) be bound by
prepayment of more than one months rent.

      30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a 'non-disturbance agreement') from the
Lender that Lessee's possession and this Lease, including any, options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of he Premises.

      30.4 Self-Executing. The agreements contained in this Paragraph 30 shall
be effective without the execution of any further documents provided, however,
that upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any such
subordination or non-subordination, attornment and/or non-disturbance agreement
as is provided for herein.

31. Attorneys' Fees. If any Party or Broker bring s an action or proceeding to
enforce the terms hereof or declare rights hereunder. the Prevailing Party (as
hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys' fees. Such fees may be awarded in the same
suit or recovered in a separate suit, whether or not such action or proceeding
is pursued to decision or judgment. The term "Prevailing Party" shall include,
without limitation a Party or Broker who substantially obtains or defeats the
relief sought, as the case may be, whether by compromise, settlement, judgment,
or the abandonment by the other Party or Broker of its claim or defense. The
attorney s' fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse ail attorneys' fees reasonably
incurred. Lessor shall be entitled to attorneys' fees, costs and expenses
incurred in reparation and service of notices of Default and consultations in
connection therewith whether or not a legal action is subsequently commenced in
connection with such Default or resulting Breach. Broker(s) shall be intended
third party beneficiaries of this Paragraph 31.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessors agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise at reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or lessees, and making such alterations,
repairs improvements or additions to the Premises or to the Building, as Lessor
may reasonably deem necessary. Lessor may at any time place on or about the
Premises or Building any ordinary "For Sale" signs and Lessor may at any time
during the last one hundred eighty (180) days of the term hereof place on or
about the Premises any ordinary "For Lease signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises 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.

34. Signs. Lessee shall not place any sign upon the exterior of the Premises or
the Building, except that Lessee may, with Lessor's prior written consent,
install (but not on the roof) such signs as are reasonably required to advertise
Lessee's own business so long as such signs are in a location designated by
Lessor and comply with Applicable Requirements and the signage criteria
established for the Industrial Center by Lessor. The installation of any sign on
the Premises by or for Lessee shall be subject to the provisions of Paragraph 7
(Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations).
Unless otherwise expressly agreed herein, Lessor reserves all rights to the use
of the roof of the Building, and the right to install advertising signs on the
Building, including the roof, which do not unreasonably interfere with the
conduct of Lessee's business; Lessor shall be entitled to all revenues from such
advertising signs.

35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises: provided, however, Lessor shall, in the event of any such surrender,
termination or cancellation, have the option to continue any one or all of any
existing subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor's election to have such
event constitute the termination Of such interest.

36. Consents.

            (a) Except for Paragraph 33 hereof (Auctions) or as otherwise
provided herein, wherever in this Lease the consent of a Party is required to an
act by or for the other Party, such consent shall not be unreasonably withheld
or delayed. Lessor's actual reasonable costs and expenses (including but not
limited to architects', attorneys', engineers' and other consultants' fees)
incurred in the

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<PAGE>

consideration of, or response to, a request by Lessee for any Lessor consent
pertaining to this Lease or the Premises, including but not limited to consents
to an assignment, a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee to Lessor upon receipt of an invoice and supporting
documentation therefor. In addition to the deposit described in Paragraph
12.2(e), Lessor may as a condition to considering any such request by Lessee,
require that Lessee deposit with Lessor an amount of money (in addition to the
Security Deposit held under Paragraph 5) reasonably calculated by Lessor to
represent the cost Lessor will incur in considering and responding to Lessee's
request. Any unused portion of said deposit shall be refunded to Lessee without
interest Lessor's consent mo any act, assignment of this Lease or subletting of
the Premises by Lessee shall not constitute an acknowledgment that no Default or
Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver
of any then existing Default or Breach- except as may be otherwise specifically
stated in writing by Lessor at the time of such consent.

            (b)AII conditions to Lessor's consent authorized by this Lease are
acknowledged by Lessee as being reasonable. The failure to specify herein any
particular condition to Lessor's consent shall not preclude the impositions by
Lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which consent is being
given.

37. Guarantor.

      37.1  Form of Guaranty. If there are to be any Guarantors of this Lease
            per Paragraph 1.11, the form of the guaranty to be executed by each
            such Guarantor shall be in the form most recently published by the
            American Industrial Real Estate Association, and each such Guarantor
            shall have the Same obligations as Lessee under this lease,
            including but not limited to the obligation to provide the Tenancy
            Statement and information required in Paragraph 16.

      37.2 Additional Obligations of Guarantor. It shall constitute a Default of
the Lessee under this Lease if any such Guarantor fails or refuses upon
reasonable request by Lessor to give: (a) evidence of the due execution of the
guaranty called for by this Lease, including the authority of the Guarantor (and
of the party signing on Guarantor's behalf) to obligate such Guarantor on said
guaranty, and resolution of its board of directors authorizing the making f such
guaranty, together with a certificate of incumbency showing the signatures of
the persons authorized to sign on its behalf, (b) current financial statements
of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy
Statement, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Upon payment by Lessee of the rent for the Premises and
the performance of all of the covenants, conditions and provisions c n Lessee s
part to be observed and performed under this Lease, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.

39. Options.

      39.1 Definition. As used in this Lease, the word "Option" has the
following meaning: (a) the right 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; (b) the right of first refusal to lease the Premises o " the right of
first offer to lease the Premises or the right of first refusal to lease other
property of Lessor or the right of first offer to lease other property of
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase the Premises, or the right of First offer to purchase the Premises, or
the right 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 to Original Lessee. Each Option granted to Lessee In
this Lease is personal to the original Lessee named in Paragraph 1.1 hereof, and
cannot be voluntarily or involuntarily assigned or exercised by any person or
entity other than said original Lessee while the original Lessee is in full and
actual possession of the Premises and without the intention of thereafter
assigning or subletting. The Options, if any, herein granted to Lessee are not
assignable, either as a part of an assignment of this Lease or separately or
apart therefrom, and no Option may be separated from this Lease in any manner,
by reservation or otherwise

      39.3 Multiple Options. In the event that Lessee has any multiple Options
to extend or renew this Lease, a later option cannot be exercised unless the
prior Options to extend or renew this Lease have been validly exercised.

      39.4 Effect of Default on Options.

            (a)   Lessee shall have no right to exercise an Option,
                  notwithstanding any provision in the grant of Option to the
                  contrary : (i) during the period commencing with the giving of
                  any notice of Default under Paragraph 13.1 and continuing
                  until the noticed Default is cured, or (ii)t during the period
                  of time an monetary obligation due Lessor from Lessee is
                  unpaid (without regard to whether notice thereof is given
                  Lessee), or (iii) during the time Lessee is in Breach of this
                  Lease, or (iv) in the event that Lessor has given to Lessee
                  three (3) or more notices of separate Defaults under Paragraph
                  13.1 during the twelve (12) month period immediately preceding
                  the exercise of the Option, whether or not the Defaults are
                  cured.

            (b)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).

            (c)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) Lessor gives to
Lessee three (3) or more notices of separate Defaults under Paragraph 13.1
during any twelve (12) month period, whether or not the Defaults are cured, or
(iii) if Lessee commits a Breach of this Lease.

40. Rules end Regulations. Lessee agrees that it will abide by, and keep and
observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor may make from time to time for the management, safety, care, and
cleanliness of the grounds, the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Industrial Center and their invitees.

41. Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42. Reservations. Lessor reserves the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements rights of way, utility
raceways, and dedications that Lessor deems necessary, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights
of way, utility raceways, dedications, maps and restrictions do not reasonably
interfere with the use of the Premises by Lessee. Lessee agrees to sign any
documents reasonably requested by Lessor to effectuate any such easement rights,
dedication, map or restrictions.

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<PAGE>

43. 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.

44. Authority. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority

45. Conflict. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions

46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's
agent or Lessee's agent and submission of same to Lessee or Lessor shall not be
deemed an otter to lease. This Lease is not intended to be binding until
executed and delivered by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the
parties in interest at the time of the modification. The Parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional insurance company or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48. Multiple Parties. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.

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<PAGE>

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN. AND BY THE 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.

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

<TABLE>
<S>                                                      <C>
Executed at: Thousand Oaks, California                   Executed at: ______________________________

on: ________________________________                     on: _______________________________________

By LESSOR:                                               By LESSEE:
KS-611, LLC

By: ________________________________                     By: _______________________________________

Name Printed: Keith Sinclair                             Name Printed: _____________________________

Title: As President of Its Manager, KS-700 Corporation   Title: ____________________________________

By:_________________________________                     By: _______________________________________

Name Printed:                                            Name Printed: _____________________________

Title: _____________________________                     Title: ____________________________________

Address: ___________________________                     Address: __________________________________

Telephone:( ) ______________________                     Telephone:( ) _____________________________

Facsimile :(  ) ____________________                     Facsimile )

BROKER:                                                  BROKER.

Executed at:                                             Executed at _______________________________

On: ________________________________                     on: _______________________________________

By: ________________________________                     By: _______________________________________

Name Printed: ______________________                     Name Printed: _____________________________

Title: _____________________________                     Title: ____________________________________

Address: ___________________________                     Address: __________________________________

Telephone: ( ) _____________________                     Telephone: ( ) ____________________________

Facsimile: ( ) _____________________                     Facsimile:( )
</TABLE>

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<PAGE>

                                   ADDENDUM I

THIS ADDENDUM is attached to and integrated as apart of that certain Lease dated
August 6, 1999 by and between KS-o11, LLC, Lessor, and Brentwood Communications,
an Oklahoma corporation, Lessee, and constitutes additional Covenants,
Conditions and Agreements contained herein, which Addendum shall prevail in the
event of any conflict between Covenants, Conditions and Agreements contained
herein and those in said Lease.

                     RULES, REGULATIONS AND RENT ESCALATION

ACCEPTANCE DF LEASED PREMISES:

1. Lessee accepts the Premises (as well as the improvements thereon and the
facilities appurtenant thereto) are in good, clean, safe and tenantable
condition as of the date of the Lease. Lessee further represents to Lessor that
the Premises have been inspected b'. Lessee and that he/she has been assured by
means independent of Lessor or any Agent of Lessor regarding truth of all facts
material to the Lease and that the Lease and that the Premises are being Leased
by the Lessee as a result of his/her inspection and investigation and not as a
result of any representations by Lessor or any Agent of Lessor. Lessee's failure
to return the 'Unit inspection Check-List' accompanying the Lease as provided by
Lessor further acknowledges Lessee's acceptance for the Premises as stated
herein.

PROTECTON (IF PREMISES:

2. Lessee assumes any and all responsibility for protecting its Premises from
theft, robbery, vandalism and pilferage, and holds Lessor free and harmless from
any responsibility or obligation in connection therewith, which includes keeping
doors locked and other means of entry to keep Premises closed.

REFURBISHING FEE AND KEY DEPOSIT:

3. Lessee agrees to pay to Lessor a non-refundable refurbishing fee of $0.00 and
a key deposit of $50.00.

ASSIGNMENT AND SUBLETTING:

4. Tenant's Application (Assignment and Sublease).

Lessee shall be obligated to notify Lessor in writing of Lessee's intent to
Assign, Encumber, or sublease the subject Premises not less than thirty (30)
days before the proposed Subletting. This notification shall include the name of
the proposed Assignee or Sublessee, information concerning the financial
responsibility of the proposed Assignee or Sublessee, and the terms of the
proposed Assignment or Subletting. Lessor may, within thirty (30) days of
receipt of such written notice, request additional information required by
Lessor concerning t e proposed Assignee's or Sublessee's financial
responsibility, and Lessor, at its option, may elect one of the following
alternatives in conjunction with the proposed Assignment and Subletting.

            a)    Consent to such pro Posed Assignment, Encumbrance or Sublease;

            ~b)   Refuse to grant such consent which consent shall not be
                  unreasonably withheld which refusal shall be in accordance
                  with the industry standards in southern California relating to
                  a similar kind of Leasehold; or

            t(c)  Elect to terminate this Lease in the event Lessee desires to
                  proceed with said Assignment or Subletting without Lessor's
                  Consent, provided that Lessee shall remain responsible and
                  obligated to lessor for all monetary and non-monetary
                  obligations through the date of termination, or in the case of
                  a partial Sublease, terminate the Lease as to the portion of
                  he Premises proposed to be Sublet.

            (a)   The following transactions, and/or transfers, shall be deemed
                  Assignments for purposes of the Leasehold agreement To wit:

                  ~k.1  A transfer by operation of law or otherwise, of Tenant's
                        interest in this Lease; or

                  ~2)   A transfer of any percentage interest in Tenant (whether
                        stock, partnership interest, or otherwise) in a single
                        transaction of a related series of transactions; or

                  (3)   Any increase in the amount of issued and/or outstanding
                        shares of capital stock or any Corporate Tenant and/or
                        creation of one or more additional classes of capital
                        stock of any Corporate Tenant, in a single transaction
                        or a related series of transactions, with the result
                        that the beneficial and record owners of the capital
                        stock of such Corporate Tenant as of the date the Tenant
                        executed this Lease:

                  (4) If a Tenant is a corporation, and a dissolution, merger,
                  consolidation or other reorganization of the Tenant. Upon the
                  execution of this Lease and upon each succeeding anniversary
                  date, or at any sooner time requested by the Landlord, Tenant
                  shall deliver to Landlord a statement certified as being true
                  and correct and verified by the Corporate Secretary showing
                  the names of all existing share holders or record and their
                  respective ownership interests as of that date.

            C.    Whenever reference is made in this Article to a Corporate
                  Tenant, the same obligations and restrictions shall apply to
                  any permitted Corporate Assignee entitled to occupy the
                  demised Premises.

Without limiting Lessor's ground for approval. Lessor's disapproval shall be
deemed reasonable if it Is based on Lessor's reasonable analysis of (a) proposed
Assignee's or Sublessee's credit character and business or professional
standing, (b) that the Assignee or Sublessee's use and occupancy of the premises
will not be consistent with the Lease Agreement, and (c Assignee or Sublessee's
proposed intensity of use is not consistent with existing use by lessee. Lessor
shall require a condition of the Assignment or comparable Premises, and that the
existing Lessee waive any right to participate in any rental increase or other
benefit derived from said Assignment or Subletting. That the rent to be paid is
no less than the then-current base rent under this Lease and the Assignee or
Sublessee remit directly to Lessor on a monthly basis all moneys due to Lessee
by said Assignee or Sublessee.

                  4.1 Fees for Review,

            If Lessee shall request to Assign Transfer, Pledge, Encumber or
Sublet this Lease or any interest therein, Lessee shall pay to Lessor a
non-refundable fee for Lessor's time and processing efforts and for expenses
incurred by Lessor in connection with reviewing such transaction (including any
administrative expenses for Lessor's Property Manager). The amount of such
non-refundable fee shall be the sum of $300.00 or may be reasonably amended or
changed be Lessor. Lessee shall pay such fee to Lessor within five (5) days
after written request therefore, and said payment shall be a precondition to
Lessor's requirement to review and consider any Assignment or Sublease.

                            Revision 2 (9/1/99)

                                  Page 19 of 24

<PAGE>

            4.2 Collection of Rent by Sublessor

            Any Lease payment or other sums received by Lessee or any other
person in connection with this lease shall be conclusively presumed to have been
paid by lessee or on Lessee's behalf. If, as a result of any proposed Assignment
or Sublease, Lessee receives rent or other consideration, either initially or
over the term of the Assignment of Sublease, in excess of the rent called for
hereunder, or, in the case of the Sublease of a portion of the Premises, in
excess of the rent allocable to such portion, Lessee shall pay to Lessor as
additional rent hereunder.. all of the excess of each such payment of rent or
other consideration received by Lessee promptly after its receipt.

      MAINTENANCE:

5. The Lease Agreement provided, however, that Lessor shall not be liable for
      any damages to Lessee or the Property of Lessee resulting from Lessor's
      failure to make any repairs required by this section, unless written
      notice of the need for such repairs has been given to Lessor by Lessee and
      Lessor has failed for a period of thirty (30) days after receipt of notice
      (unless prevented by causes not toe fault of Lessor) to commence making
      the required repairs.

                  5.1 The provisions of the Lease Agreement not. withstanding,
                  Lessee shall repair at Lessee's expenses all damage to the
                  Premises resulting from acts of vandalism, malicious mischief,
                  burglary and other acts of Lessee, its Employees and invitees
                  and other third parties (including, without limitation, damage
                  to exterior walls, exterior roofs, vents, overhead doors etc.)
                  5.2 Pursuant to the Lease Agreement, the cost to be charted
                  hereunder shall include an additional administrative cost of
                  twenty-five (25%) as additional rent to be paid Lessee with
                  the next rental payment.

                  5.3 fn addition to the Lease Agreement, upon termination of
                  Lessee's tenancy, all keys shall be delivered to Lessor and
                  airs and all Personal Property left in the Premises at said
                  termination shall become the Property of Lessor. Lessor shall
                  have the right to dispose of the Property in any manner which
                  at its sole election it claims appropriate. Lessee waives,
                  releases and forever discharges Lessor from any and all
                  claims, liability and expense with respect to such Personal
                  Property, including the right to account for any proceeds of
                  sale.

UNDER THE INFLUENCE:

6. Lessor reserves the right to exclude or expel from the Premises any person
who, in lessor's judgment, is intoxicated or under the influence of liquor,
drugs, or other abusive substances, or who is otherwise in violation of any
rules and regulations of the project.

FOUL, NOXIOUS GAS OR SUBSTANCE AND ANIMALS

7. Lessee shall not use or permit to be used in the Premises any foul, noxious
gas or substance or permit or allow the Premises to be occupied or used in a
manner offensive or objectionable to Lessor or other occupants of the building
by reason of noise, odors or vibrations; nor shall Lessee bring into or keep in
or about the Premises any birds or animals (except seeing eye dogs when
accompanied by their masters.)

ROOF ACCESS:

8. Neither Lessee Lessee's Agents, Contractors, Employees or invitees shall
enter upon the roof of the Premises (except in the case of an emergency) for any
purpose whatsoever without first receiving Lessors written consent, which shall
not be unreasonably withheld.

                  8.1 If the Lessee Lessee's Agent's, Contractors, Employees or
                  invitees shall enter upon the roof of said Premises, whether
                  with or without consent of lessor, then the Lessee
                  specifically indemnifies and agrees to hold lessor harmless
                  from any and all claims, actions or causes of action resulting
                  from injuries incurred to any of said individuals or other
                  Person or Property, caused by or as a result of their entering
                  upon the roof of said Premises.

                  8.2 In the event that Lessor grants written permission to the
                  Lessee or those persons set forth above to have roof access,
                  said consent shall be expressly on the condition that each
                  time said Lessee or those persons designated by Lessee to
                  enter upon the roof that they first execute a written Letter
                  Agreement provided by lessor (a) expressly indemnifying and
                  holding Lessor free and harmless from any and call damages
                  caused by said individuals o the leasehold Premises, (b)
                  indemnifying Lessors from any personal injury carriages caused
                  in connection therewith, (c) provide Lessor with a $$200.00
                  deposit or such other sum as Lessor may hereinafter set for
                  every penetration upon the roof, with the express
                  authorization to permit Lessor to seal around all roof cuts
                  and to change the deposit for the actual cost thereof and with
                  the express understanding that at such times as the Lessee
                  vacates the subject Premises, that all equipment installed
                  thereon by Lessee shall be removed (unless there is an
                  Agreement in writing by and between Lessor and Lessee to the
                  contrary). Lessor's Roofer shall be responsible for making any
                  and all roof repairs required by said removal, and Lessee
                  shall be responsible for all charges incurred in connection
                  therewith. Lessor shall have the express authorization to
                  charge Lessee's deposit for all costs in connection therewith,
                  and (d) at Lessor's election, secure a performance and
                  Material and Labor Bond from Contractor in the amount of one
                  and one-half times the cost of said improvement; making the
                  Lessor an additional insured and beneficiary.

                  8.3 Lessee shall be required to submit reasonably detailed
                  final plans and specifications and working drawings of the
                  proposed alteration or alterations and the name of its
                  Contractor at least thirty (30) days before the date it
                  intends to commence the alterations. Drawings shall include,
                  but limited to, the disclosure of the size, weight, and type
                  of installation to be placed upon the roof.

                  8.4 Lessee's Contractor shall provide Lessor with Certificates
                  of Insurance, and at the election of Lessor, name the Lessee
                  as an additional insured.

CANVASSING AND SOLICITATION:

9. Canvassing, soliciting and distribution of handbills or other written
material, and peddling in the Project is prohibited; each Tenant shall cooperate
to prevent same.

AUCTION ON PREMISES:

10. Lessee shall not conduct or permit to be conducted any sale by auction or
liquidation (going out of business sale) on said Premises.

WORK AREAS:

11. Lessee shall not be permitted to work in the parking lot or loading door
areas. All work must be confined within the Leased Premises.

SIG NAG E:

12. Lessee shall not place or permit to be placed any projecting sign,
      marquee, decoration, or awning on said Premises (a) without the written
      consent of Lessor; which consent shall be unreasonably withheld. All signs
      which are permitted shall he conforming to the

                              Revision 2 (9.'1199)

                                  Page 20 of 24

<PAGE>

      Lessor's project and shall be maintained by Lessee at its sole expense.
      Lessee, upon the request of Lessor shall immediately remove any sign or
      decoration which Lessee has placed or permitted to be placed in, on or
      about Premises of which, in the sole option and discretion of Lessor, if
      objectionable or offensive; and if Lessee fails to do so, lessor may enter
      upon said Premises and remove said item and charge the cost thereof to
      Lessee. Lessee shall not place or permit to be placed upon any side wail,
      window, or roof; any sign advertisement or notice without the written
      consent of Lessor, which consent shall only be given where the proposed
      sign, advertisement, or notice complies with the specifications of size,
      shape, design, color or material established by Lessor and which are
      applicable to all Tenants of Lessor's Business Complex.

WINDOWS AND WINDOW COVERINGS:

13. Lessee shale not place any window coverings upon the Leasehold Premises
      (e.g. curtains, blinds, etc.) without Lessor's written consent, which
      consent, which consent shall not be unreasonably withheld and provided the
      proposed window covering complies with the specifications established by
      Lessor and which are applicable to all Tenants of Lessor in the Business
      Complex.

                  13.1 Lessee shall keep the glass windows free of dirt and
                  stains and shall clean windows on a frequent and regular
                  basis.

LESSEE'S ALARM SYSTEMS:

14. If Lessee desires to install an alarm system, all equipment must be
installed inside lessee's unit so as not to be visible and shall otherwise
comply to the standards set by Lessor for all alarm systems contained in the
Business Complex. All alarm systems must be approved by Lessor. When equipment
is removed, the Premises must be restored to its original condition by Lessee.
Only one alarm sticker per unit placed on Lessee s door is permitted, with the
exception that corner units may also have a second sticker on the bottom of the
side glass window.

EXTERIOR DAMAGE BY LESSEE:

15. During the _ease Term and at expiration (or early termination) of this
Lease, if Lessee dirties, soils, or damages the exterior of Lessor's Business
Complex, lessee wilt be responsible for the repair of this damage. If Lessee
fails to repair the damage which Lessee causes within five (5) days of such
occurrence, then Lessor may make such repairs and bill Lessee for the cost of
such repair plus an administrative cost of an additional twenty-five (25%)

RUBBISH REMOVAL:

16. No rubbish, containers or debris are to be left outside of Lessee's unit.
All refuse is to be placed in designated trash bins. Any debris subject to
immediate removal by Lessor at Lessee's expense. This rule applies to pallets as
well. Lessee shall not place in an/ trash box or receptacle any material which
cannot be disposed of in the ordinary and customary manner of trash and garbage
disposal. All garbage and refuse disposal shall be made in accordance with
directions issued from time-to time by Lessor. Lessee will pay for the removal
of trash and debris created produced or resulting from Lessee's activities where
the volume of such trash and debris exceeds two cubic yards per week. Lessor
shall have the option to contract for a single trash removal service for the
entire Complex.

TOXIC MATERIALS:

17. Health & Safety Code 25359.7 Notice. Pursuant to California Health & Safety
Code 25359.7, Landlord hereby provides written notice to Tenant that Landlord
knows or has reasonable cause to believe that certain releases of hazardous
substances have come to be located on or beneath the Premises as more
particularly described in the following documents: Preliminary Environmental
Site Assessment - Phase 1, Commercial Property 810 Lawrence Drive Newbury Park
California, dated August 1 1998 by California Environmental and Site Assessment
Report, supplemental Soil and Groundwater Assessment Commercial Property 810
Lawrence Drive, Newbury Park, California dated February 1999 and Groundwater
Monitoring Report Second Quarter 19 6. Commercial Property, 810 Lawrence Drive,
Newbury Park, California which shall be available for review by tenant upon
request. Landlord makes no representation or warranty regarding the accuracy or
sufficiency of any of the information in the foregoing reports.

RENT ESCALATIONS:

18. Lessee agrees to pay to Lessor in advance, at such places as may de
      designated from time-to time by Lessor, without deduction or offset,
      Lessor agrees to accept as Rent for the Leased Premises the following
      monthly Rental Payment Schedule for the terms of this Lease:

Months 1-12        $6,060.00         Months 37-48                 $6,816.68
Months 13-24       $6,302.40         Months 49-62                 $7,089.43
Months 25-36       $6,554.50

NAME AND ADDRESS OF PREMISES:

THIS PORTION WAS DELETED ON ORIGINAL COPY

ADDRESS FOR PAYMENTS:

20. Lessee's payments of rent and other amounts due shall be considered to have
been received by Lessor only when received by mail at: Sinclair Company, 223 E.
Thousand Oaks Blvd., Suite 415, Thousand Oaks, California, 9130o0. Rental
payments will not be accepted at any of Lessor's Leasing Offices.

LATE CHARGES AND RETURNED CHECKS:

21. Rent is due on the first of the month. If not received by the tenth of the
month, a ten percent (10%) late charge on each delinquent payment will be added.
A ten percent (10%) late charge will also be added on all checks returned unpaid
by the bank. If more than two (2) checks are returned, Lessee must thereafter
pay by cashier's check, and Lessor shall have as an additional remedy the right
to terminate the Lease.

NO PERSONAL OBLIGATION:

22. The obligations of Lessor (which shall hereinafter include its Principals)
under this Lease do not constitute personal obligations of Lessor. Lessee shall
look solely to Real Estate that is the subject of the Lease and to no other
assets of Lessor for satisfaction of any liability with respect to this Lease
and will not seek recourse against the Lessor herein nor against any or all of
Lessors personal assets for such satisfaction.

                            Revision 2 (9/1/99)

                                  Page 21 of 24

<PAGE>

HEADINGS:

23. The Titles aid Headings of the various sections of this Addendum are
intended solely for convenience of reference only and are not intended to
explain, modify or place any construction of any of the provisions of this
Addendum.

CHANGES IN RULES AND REGULATIONS:

24. Lessor reserves the right by written notice to Lessee to rescind, alter or
waive any Rule or Regulation prescribed for Lessor's Business Complex at any
time when, in Lessor's judgement, it is necessary, desirable, proper and in the
best interest of lessor's Business Complex and its Tenants. Lessee agrees to
bound by any changes, revisions or modifications.

            24.1 Lessor further reserves the right to make such other Rules and
                  Regulations as in its judgment may be necessary for the
                  safety, care and cleanliness of the Premises and for the
                  preservation of good order therein. Lessee agrees to abide by
                  all such Rules and Regulations herein above stated and any
                  additional Rules and Regulations which are adopted.

WAIVER OF RULES AND REGULATIONS:

25. Lessor may waive any one or more of these Rules and Regulations for the
      benefit of lessee or any other Tenant, but no such (a) waiver by Lessor to
      a particular Tenant shall be construed as a waiver of such Rules and
      Regulations in favor of Lessee or any other Tenant nor prevent Lessor from
      thereafter enforcing any such Rules and Regulations against any or all of
      the Tenants of the premises (o) any such waiver shall be deemed temporary
      in nature and cancelable at will y Lessor, and Lessee specifically
      acknowledges the right to lessor to rescind said waiver at its sole
      election and discretion.

 NON-DISCRIMATION:

            26. Lessee herein covenants by and for himself or herself, his or
      her heirs, executors, administrators, assigns, and for all persons
      claiming under or through him or her. This Lease is made and accepted upon
      and subject to the following conditions:

                  (a)   That there shall be no discrimination against or
                        segregation of any person or group of persons on account
                        of race, color, creed, religion, sex, marital status,
                        national origin or ancestry, in the Leasing, Subleasing,
                        transferring, use, occupancy, tenure and enjoyment of
                        the Premises herein leased: nor shall Lessee himself, or
                        any person claiming under or through him or her,
                        establish or permit any such practice or practices of
                        discrimination and/or segregation with reference to the
                        selection location number use and occupancy of Lessees,
                        Tenants, Sublessees, Su tenants, Assignees and/or
                        Vendees in the Premises herein Leased.

OFFER TO LEASED PREMISES:

27. 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.

28. Lessor at Lessor's sole cost and expense shall carpet and paint office
      area (reception, (1) office, hallway and bathroom) per building standard.

29. If Lessee's fabrication of signs exceeds reasonable noise limits, Lessee
      must sound proof sign fabrication area at Lessee's sole cost and expense.

                            Revision 2 (9/1/99)

                                  Page 22 of 24

<PAGE>

       ADDENDUM I TO THAT MULTI-TENANT INDUSTRIAL LEASE-GROSS (CONTINUED)
                              DATED AUGUST 6, 1999
 BY AND BETWEEN KS-611, LLC AS LESSOR AND BRENTWOOD COMMUNICATIONS, AN OKLAHOMA
 CORPORATION AS LESSEE FOR THAT CERTAIN PROPERTY COMMONLY KNOWN AS 810 LAWRENCE
                         DRIVE, NEWBURY PARK, CALIFORNIA

                          PARKING RULES AND REGULATIONS

PERMITTED AND PROHIBITED PARKING:

30.   Parking is permitted in designated striped areas only. All other Vehicles
not pared in such areas are subject to being towed away at Lessee's expense
(22658 CVC.) Parking is prohibited.

      (a)   in areas not striped for parking;

      (b)   in aisles;

      (c)   Where "No Parking" or "Handicap" signs are posted;

      (d)   On ramps;

      (e)   In areas outside warehouse doors which are restricted to loading an
            unloading only. This is a fire lane and must not be blocked.

      (f)   In specifically assigned and reserved spaces to others than Lessee;
            and

      (g)   In such other areas as may be designated by Lessor, its Agents,
            Lessee or Licensee.

OVERNIGHT STORAGE OF VEHICLES OR TRAILERS:

31. There will be no overnight storage of Vehicles or Trailers in the parking
lot. Vehicles used and moved on a daily basis are exempt

DAMAGED VEHICLES:

32. There will be no storage of wrecked or damaged Vehicles at any time.

DIRECTIONAL_ SIGNS AND ARROWS:

33. All directional signs and arrows must be observed.

SPEED LIMIT:

34. The speed limit shall be five (5) miles per hour.

RESPONSIBILITY FOR LOCKED VEHICLES AND DAMAGES:

35. Every Lessee is requested to park and lock his/her own Vehicles. All
      responsibility for damage to Vehicles to be repaired is assumed oy
      Authorized Users. Lessee shall repair or cause to be repaired at its sole
      cost and expense any and all damage to the Project Parking Facility or any
      part thereof caused by Lessee, its Authorized Users, Invites, or Guests,
      or resulting from Vehicles of each of them. Lessee specifically waives any
      claims against Lessor arising out of damage to said Vehicles.

COMMON AREA PARKING:

36. Lessee shall be entitled to park in common with other Tenants of Lessor in
      the parking area for the specific use as described in the Leasehold.
      Lessee specifically waives any claims against Lessor arising out of damage
      to said Vehicles. Lessee ag rees not to overburden the parking facilities
      and agrees to cooperate with Lessor and other Tenants in the use of
      parking facilities, Lessor reserves the right in its absolute discretion
      to determine whether parking facilities are becoming crowded and in such
      an event, to allocate parking spaces among Lessee and other Tenants. In
      the event allocation is deemed necessary by Lessor, Lessee shall be
      entitled to the use of no more than 4 parking spaces. Lessee hereby agrees
      not to occupy or permit its Employees, Customers or invitees to occupy
      more than the number of spaces specified above; nor to park any where
      other than in parking stalls assigned and designated as such by painted
      signs, parking lines and parking bumpers

                                  Page 23 of 24

<PAGE>

       ADDENDUM I TO THAT MULTI-TENANT INDUSTRIAL LEASE-GROSS (CONTINUED)
                              DATED AUGUST 6, 1999
 BY AND BETWEEN KS-611, LLC AS LESSOR AND BRENTWOOD COMMUNICATIONS, AN OKLAHOMA
 CORPORATION AS LESSEE FOR THAT CERTAIN PROPERTY COMMONLY KNOWN AS 810 LAWRENCE
                         DRIVE, NEWBURY PARK, CALIFORNIA

                       OPTION/TENANT IMPROVEMENTS/SIGNAGE

OPTION TO Extend:

37. So long as Lessee is not in default of the lease, Lessee has the right to
renew the lease for one (1) additional five (5) year term at a mutually agreed
upon rental rate. Lessee shall provide Lessor with written notification 180 days
prior to the expiration of the initial term of the lease if Lessee desires to
exercise the Option to Extend.

Tenant Improvements:

38. Lessor, at its sole cost and expense, shall provide a build out per a
mutually agreed upon plan

SIGNAGE:

39. Lessor will allow Lessee building signage at Lessee's cost subject to a
final plan approved by the City of Thousand Oaks

AGREED AND ACCEPTED:                    AGREED AND ACCEPTED:

LESSOR'                                 LESSOR'

KS-61, LLC

AGREED AND ACCEPTED LESSEE

By: [ILLEGIBLE]                         By: [ILLEGIBLE]
    --------------------------------        ------------------------------------

By: ________________________________    By:

                            Revision 2 (9/1/99)

                                  Page 24 of 24