EXHIBIT 10.1
                                  ------------


STANDARD  INDUSTRIAL/COMMERCIAL  MULTI-TENANT  LEASE-GROSS

     AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION

1.  BASIC  PROVISIONS  ("BASIC  PROVISIONS").

1.1  PARTIES:  THIS LEASE ("LEASE"), DATED FOR REFERENCE PURPOSES ONLY, DECEMBER
15,  1998,  IS MADE BY AND BETWEEN WEIRICK PROPERTIES, LTD. ("LESSOR") AND DAVID
WONG,  DBA:  HELPCITY("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 237 W. BONITA AVE, SUITE E , LOCATED IN
CITY  OF  SAN DIMAS, COUNTY OF LOS ANGELES, STATE OF CA ,WITH ZIP CODE 91773, 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): APPROX. 1388 SQ. FT. OF RENTABLE SPACE
LOCATED  ON  THE  2ND  FLOOR  AT  245  W.  BONITA  AVE.

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: 5 (FIVE)UNRESERVED VEHICLE PARKING SPACES ("UNRESERVED PARKING
SPACES");  AND  0  RESERVED  VEHICLE PARKING SPACES ("RESERVED PARKING SPACES').
(ALSO  SEE  PARAGRAPH  2.6.)

1.3  TERM: 1 YEARS  AND  0  MONTHS  ("ORIGINAL TERM") COMMENCING JANUARY 1, 1999
("COMMENCEMENT  DATE")  AND ENDING  DECEMBER 31, 1999 ("EXPIRATION DATE"). (ALSO
SEE  PARAGRAPH  3.)

1.4  EARLY  POSSESSION:  SEE  EXHIBIT  "B"  ("EARLY POSSESSION DATE"). (ALSO SEE
PARAGRAPHS  3.2  AND  3.3.)

1.5  BASE  RENT:  $  1,180.00 PER MONTH ("BASE RENT"), PAYABLE ON THE  1STDAY OF
EACH  MONTH  COMMENCING  JANUARY  1,  1999  (ALSO  SEE  PARAGRAPH  4.)
[X ]IF THIS BOX IS CHECKED, THIS LEASE PROVIDES FOR THE BASE RENT TO BE ADJUSTED
PER  ADDENDUM  PARAGRAPH  49,  ATTACHED  HERETO.

16  (A)  BASE  RENT  PAID  UPON EXECUTION:$1, 180.   AS BASE RENT FOR THE PERIOD
JANUARY  1,  1999.

1.6  (B) LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: N/A PERCENT (______%)
("LESSEE'S SHARE") AS DETERMINED BY [   ] PRORATA SQUARE FOOTAGE OF THE PREMISES
AS  COMPARED TO THE TOTAL SQUARE FOOTAGE OF THE BUILDING OR [   ] OTHER CRITERIA
AS  DESCRIBED  IN  ADDENDUM  _________.

1.7  SECURITY  DEPOSIT: $ 3,300.00 ("SECURITY DEPOSIT"). (ALSO SEE PARAGRAPH 5.)

1.8  PERMITTED  USE:  SPACE IS LEASED. INTERNET ADDRESS "PHONE BOOK" SERVICE AND
RELATED  ADMINISTRATIVE  USES("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):
[X]     CARVER  ASSOCIATES  REPRESENTS  LESSOR  EXCLUSIVELY ("LESSOR'S BROKER");
[X]     ___________________  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 ___________________________________________________________
("GUARANTOR").  (ALSO  SEE  PARAGRAPH  37.)

1.12  ADDENDA AND EXHIBITS. ATTACHED HERETO IS AN ADDENDUM OR ADDENDA CONSISTING
OF  PARAGRAPHS 49 THROUGH 65, AND EXHIBITS ATHROUGH B, ALL OF WHICH CONSTITUTE A
PART  OF  THIS  LEASE.

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 NONCOMPLIANCE, 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  PROMISES.  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.

                                      -1-
<PAGE>

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 PERMANENTLY, 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  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  HIS  PREMISES  TO  LESSEE.  IF POSSESSION OF THE PREMISES IS NOT
DELIVERED  TO  LESSEE WITHIN SIXTY (60) DAYS AFTER THE COMMENCEMENT DATE, LESSEE
MAY,  AT  ITS  OPTION, BY NOTICE IN WRITING TO LESSOR WITHIN TEN (10) DAYS AFTER
THE  END  OF  SAID  SIXTY (60) DAY PERIOD, CANCEL THIS LEASE, IN WHICH EVENT THE
PARTIES  SHALL  BE  DISCHARGED FROM ALL OBLIGATIONS HEREUNDER; PROVIDED FURTHER,
HOWEVER,  THAT IF SUCH WRITTEN NOTICE OF LESSEE IS NOT RECEIVED BY LESSOR WITHIN
SAID  TEN  (10)  DAY PERIOD, LESSEE'S RIGHT TO CANCEL THIS LEASE HEREUNDER SHALL
TERMINATE  AND  BE  OF  NO  FURTHER  FORCE OR EFFECT. 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 AND LESSEE DOES
NOT TERMINATE THIS LEASE, AS AFORESAID, 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  OFFSET  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
OR  TO  SUCH OTHER PERSONS OR AT SUCH OTHER ADDRESSES AS LESSOR MAY FROM TIME TO
TIME  DESIGNATE  IN  WRITING  TO  LESSEE.

<4.2  COMMON  AREA  OPERATING  EXPENSES  OMITTED>

                                      -2-
<PAGE>

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  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 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 DEPOSIT 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; (II) 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 OF A HAZARDOUS SUBSTANCE WITH RESPECT TO WHICH ANY
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 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 MAY BE INVOLVED IN ANY REPORTABLE USE
INVOLVING THE PREMISES. LESSEE SHALL NOT CAUSE OR PERMIT ANY HAZARDOUS SUBSTANCE
TO  BE  SPILLED  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 PREMISES 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  OF  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  THE 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, FIRE HOSE CONNECTIONS IF WITHIN THE
PREMISES,  FIXTURES,  INTERIOR  WALLS,  INTERIOR  SURFACES  OF  EXTERIOR  WALLS,
CEILINGS,  FLOORS, WINDOWS, DOORS, PLATE GLASS, AND SKYLIGHTS, BUT EXCLUDING ANY
ITEMS  WHICH  ARE  THE RESPONSIBILITY OF LESSOR PURSUANT TO PARAGRAPH 7.2 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.  LESSOR  TO  RE-PAINT  OUTSIDE FACE OF OUTSIDE WALLS FOR
GRAFITTI.

(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)  IF  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  LESSOR'S  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  WALLS,  STRUCTURAL  CONDITION OF INTERIOR BEARING WALLS,
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

                                      -3-
<PAGE>

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 OR COMMON AREAS IN GOOD ORDER,
CONDITION  AND  REPAIR.  LESSOR  TO  REPLACE  GLASS  WINDOWS ONLY IF WINDOWS ARE
ETCHED  WITH  GRAFFITI. LESSEE TO REPLACE/REPAIR ALL WINDOWS SERVING PREMISES IF
WINDOWS  ARE  BROKEN.

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,  OTHER  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 ALTERATION 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  (10) DAYS' NOTICE PRIOR TO THE COMMENCEMENT OF ANY
WORK  IN,  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 LAW. IF
LESSEE  SHALL,  IN  GOOD  FAITH, CONTEST THE VALIDITY OF ANY SUCH LIEN, CLAIM OR
DEMAND,  THEN  LESSEE  SHALL,  AT  ITS  SOLE EXPENSE, DEFEND AND PROTECT ITSELF,
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  PREMISES.  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  LESSOR'S  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 RIGHT 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 BY 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 LEASE, 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.  OMITTED>

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   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 LESSEE'S 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 OF 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 IT, 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
U.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 YEARS 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.

                                      -4-
<PAGE>

     (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 PROPERTY AND THE RESTORATION OF TRADE FIXTURES AND
LESSEE-OWNED  ALTERATIONS  AND  UTILITY INSTALLATIONS. UPON REQUEST FROM LESSOR,
LESSEE  SHALL  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 COPIES 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  INVALIDATED  THEREBY.

8.7  INDEMNITY.  EXCEPT  FOR  LESSOR'S  NEGLIGENCE  AND/OR  BREACH  OF   EXPRESS
WARRANTIES,  LESSEE  SHALL  INDEMNITY,  PROTECT,  DEFEND  AND  HOLD HARMLESS THE
PREMISES,  LESSOR AND ITS AGENTS, LESSOR'S 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%) 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  LESSEE'S  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 BY 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 LESSOR'S 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  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 LESSOR'S 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.

                                      -5-
<PAGE>

(B)  IF  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 TO
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.  IT  LESSEE GIVES SUCH NOTICE TO LESSOR AND SUCH LENDERS AND SUCH REPAIR
OR  RESTORATION  IS  NOT COMMENCED 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 9.6 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 LESSOR'S 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 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 LESSOR'S 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  CONDITION 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,  <OMITTED>

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
ANY  LICENSE  FEE, COMMERCIAL RENTAL TAX, IMPROVEMENT BOND OR BONDS, LEVY OR TAX
(OTHER  THAN  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,  LESSOR'S RIGHT TO RENT OR OTHER INCOME THEREFROM, AND/OR
LESSOR'S  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  LEASE, OR ANY MODIFICATION, AMENDMENT, OR TRANSFER THEREOF,
AND  WHETHER  OR  NOT  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 PROPERLY 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 IS 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. LESSOR'S REASONABLE DETERMINATION THEREOF, IF, 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 PERSONAL
PROPERTY  TO BE ASSESSED AND BILLED SEPARATELY FROM THE REAL PROPERTY OF LESSOR.
IF  ANY OF LESSEE'S SAID PROPERTY SHALL BE ASSESSED WITH LESSOR'S 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.  ASSIGNMENTS  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
LESSOR'S  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 BE 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 LESSOR'S 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) ANY 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
LESSOR'S  RIGHT  TO EXERCISE ITS REMEDIES FOR THE DEFAULT OR BREACH BY LESSEE OF
ANY  OF  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.

                                      -6-
<PAGE>

(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 THEREFORE 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)  LESSEE  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  OBLIGATIONS  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  SUBLESSEE 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 LESSOR'S 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 OFFSET 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  BY  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 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 ANY DOCUMENT
REQUESTED  UNDER  PARAGRAPH 42 (EASEMENTS), OR (VIII) ANY 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  3.1(A), (B) OR  (C), ABOVE, WHERE  SUCH  DEFAULT  CONTINUES FOR A
PERIOD  OF  THIRTY  (30)  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 SIXTY (60) DAYS); (III) THE APPOINTMENT OF
A TRUSTEE OR RECEIVER TO TAKE POSSESSION OF SUBSTANTIALLY ALL OF LESSEE'S ASSETS
LOCATED  AT THE PREMISES OR OF LESSEE'S INTEREST IN THIS LEASE, WHERE POSSESSION
IS  NOT  RESTORED  TO  LESSEE  WITHIN  THIRTY (30) DAYS; OR (IV) THE ATTACHMENT,
EXECUTION  OR  OTHER  JUDICIAL  SEIZURE  OF SUBSTANTIALLY ALL OF LESSEE'S ASSETS
LOCATED  AT  THE  PREMISES  OR  OF  LESSEE'S  INTEREST IN THIS LEASE, WHERE SUCH
SEIZURE  IS  NOT  DISCHARGED  WITHIN  THIRTY (30) DAYS; 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  THE PERFORMANCE OF LESSEE'S OBLIGATIONS UNDER THIS LEASE IS GUARANTEED:
(I)  THE  DEATH  OF A GUARANTOR, (II) THE TERMINATION OF A GUARANTOR'S 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  DO  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 LICENSES, 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  CASHIER'S  CHECK.  IN THE EVENT OF A BREACH OF THIS LEASE BY
LESSEE (AS 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 TERMINATION; (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 TIME 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  PRO-


                                      -7-
<PAGE>

CEEDING 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
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 TO 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  REFERRED  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 PAYABLE 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 ON DEEMED A WAIVER BY LESSOR OF THE PROVISIONS OF THIS
PARAGRAPH 13.3 UNLESS SPECIFICALLY SO STATED 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,  THE  EXACT  AMOUNT  OF  WHICH  WILL BE EXTREMELY
DIFFICULT  TO  ASCERTAIN. SUCH COSTS INCLUDE, BUT ARE NOT LIMITED TO, PROCESSING
AND ACCOUNTING CHARGES, AND LATE CHARGES WHICH MAY BE IMPOSED 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 TEN (10) DAYS AFTER SUCH
AMOUNT  SHALL BE DUE, THEN, WITHOUT ANY REQUIREMENT FOR NOTICE TO LESSEE, LESSEE
SHALL  PAY  TO  LESSOR  A LATE CHARGE EQUAL TO SIX PERCENT (6 %) OF SUCH OVERDUE
AMOUNT.  THE  PARTIES  HEREBY  AGREE THAT SUCH LATE CHARGE REPRESENTS A FAIR AND
REASONABLE  ESTIMATE OF THE COSTS LESSOR WILL INCUR BY REASON OF LATE PAYMENT BY
LESSEE.  ACCEPTANCE OF SUCH LATE CHARGE BY LESSOR SHALL IN NO EVENT CONSTITUTE A
WAIVER  OF  LESSEE'S  DEFAULT OR BREACH WITH RESPECT TO SUCH OVERDUE AMOUNT, NOR
PREVENT  LESSOR  FROM  EXERCISING  ANY  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 THIS LEASE UNLESS
LESSOR  FAILS  WITHIN  A REASONABLE TIME TO PERFORM AN OBLIGATION REQUIRED TO BE
PERFORMED  BY  LESSOR.  FOR  PURPOSES  OF 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 (30) DAY PERIOD AND
THEREAFTER  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  LESSEE'S PARKING, IS TAKEN BY CONDEMNATION,
LESSEE  MAY, AT LESSEE'S OPTION, TO BE EXERCISED IN WRITING 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 THIS 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  BY  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
INDEMNIFY,  PROTECT,  DEFEND  AND  HOLD  THE  OTHER  HARMLESS  FROM  AND AGAINST
LIABILITY  FOR  COMPENSATION OR CHARGES WHICH MAY BE CLAIMED BY ANY SUCH UNNAMED
BROKER,  FINDER  OR  OTHER SIMILAR PARTY BY REASON OF ANY DEALINGS OR ACTIONS OF
THE  INDEMNIFYING  PARTY,  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 PARTY") 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  ALL  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  ANY  OTHER  PROVISION  HEREOF.

19.  INTEREST  ON  PAST-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 BANK 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,  QUALIFY  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.

                                      -8-
<PAGE>

23.  NOTICES.

23.1  NOTICE REQUIREMENTS. ALL NOTICES REQUIRED OR PERMITTED BY THIS LEASE SHALL
BE IN WRITING AND MAY BE DELIVERED IN PERSON (BY HAND OR BY MESSENGER OR COURIER
SERVICE)  OR MAY BE SENT BY REGULAR, CERTIFIED OR REGISTERED MAIL OR U.S. POSTAL
SERVICE  EXPRESS MAIL, WITH POSTAGE PREPAID, OR BY FACSIMILE TRANSMISSION DURING
NORMAL  BUSINESS  HOURS,  AND  SHALL BE DEEMED SUFFICIENTLY GIVEN IF SERVED IN A
MANNER SPECIFIED 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 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  PROVISION OR PROVISIONS OF THIS LEASE REQUIRING SUCH CONSENT. REGARDLESS OF
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  SHALL  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 TWO HUNDRED PERCENT
(200%)  OF  THE BASE RENT APPLICABLE DURING THE MONTH IMMEDIATELY PRECEDING SUCH
EXPIRATION  OR  EARLIER TERMINATION. NOTHING CONTAINED HEREIN SHALL BE 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 LESSOR'S DEFAULT PURSUANT
TO  PARAGRAPH  13.5.  IF  ANY  LENDER  SHALL ELECT TO HAVE THIS LEASE AND/OR ANY
OPTION GRANTED 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 PARTY 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  MONTH'S  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  THE  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 BRINGS 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
ATTORNEYS'  FEE  AWARD  SHALL  NOT  BE COMPUTED IN ACCORDANCE WITH ANY COURT FEE
SCHEDULE, BUT SHALL BE SUCH AS TO FULLY REIMBURSE ALL ATTORNEYS' FEES REASONABLY
INCURRED.  LESSOR  SHALL  BE  ENTITLED  TO  ATTORNEYS'  FEES, COSTS AND EXPENSES
INCURRED  IN  PREPARATION 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  LESSOR'S  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
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 TO 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) ALL 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.

                                      -9-
<PAGE>

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 OF
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 ON
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 OR 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) DURING THE PERIOD OF TIME
ANY  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  AND  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.

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  OFFER  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.


                                      -10-
<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.

IF  THIS  LEASE  HAS  BEEN  FILLED  IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S
REVIEW  AND  APPROVAL,  FURTHER,  EXPERTS  SHOULD  BE  CONSULTED TO EVALUATE THE
CONDITION  OF  THE  PROPERTY  FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND
STORAGE  TANKS  OR HAZARDOUS SUBSTANCES.  NO REPRESENTATION OR RECOMMENDATION IS
MADE  BY  THE AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
BROKERS  OR THEIR CONTRACTORS, AGENTS, OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
LEGAL  EFFECT,  OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES;  THE  PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS
TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS IN A
STATE OTHER THAN  CALIFORNIA ,  AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS
LOCATED  SHOULD  BE  CONSULTED.

THE  PARTIES  HERETO  HAVE  EXECUTED  THIS  LEASE  AT THE PLACE AND ON THE DATES
SPECIFIED  ABOVE  THEIR  RESPECTIVE  SIGNATURES.

Executed  at: /s/ San Marino                   Executed  at:_________
on: 12-21-98                                   On:  12-21-98

By  LESSOR:                                    By  LESSEE:
    /s/ Weirick Properties, Ltd                    /s/David Wong
    /s/ Weirick Management Corp.                   /s/Helpcity

By:  /s/ General Partner                       By:  /s/  General  Partner
Name  printed:  /s/ Alan C. Wierick            Name printed: /s/ David C. Wong
Title:  /s/ V.P.                               Title: /s/Partner


                                      -11-
<PAGE>


        ADDENDUM  TO  STANDARD  INDUSTRIAL/COMMERCIAL  MULTI-TENANT
                     LEASE/GROSS  BY  AND  BETWEEN
                 WEIRICK  PROPERTIES,  L.P.,  AS  LESSOR
    AND  DAVID  WONG  DBA:  HELPCITY  AS  LESSEE  FOR 237 W. BONITA AVE.
                  (SECOND  FLOOR  SUITE  F)  SAN DIMAS, CA
                         DATED  DECEMBER  15, 1998

49.  BASE  RENT  SCHEDULE  for  237  W.  Bonita  Ave.  (second  floor  suite  E)
     Lessee  agrees  to  pay Base Rent in the amounts  shown below in compliance
     with paragraphs 1.5 and 4 of the Lease Agreement.
     Jan. 1, 1999 through Dec. 31, 1999:               $1,180.00 per month gross

50.  MONIES  REQUIRED
     Lessee  shall  pay  Lessor  these  amounts  when  Lessee executes the Lease
     Agreement.
     First  Month's  Rent  -
     (Jan.,  1999  Base  Rent)            $1,180.00.
             Security  Deposit -          $3,300.00  (Due  Feb  1,  1999)
             Total:                       $4,480.00

51.  AIR  CONDITIONING  REPAIRS

The  Lessor  agrees to repair the heating and air conditioning system during the
initial term of this Lease. For any future Lease term extensions, the Lessor and
Lessee  agree  that  the Lessee is responsible for the cost to repair or replace
part  or  all  of  Lessee's air conditioning system serving the Premises. Lessor
agrees  to pay for any cost to repair or replace the air conditioning system for
any  cost  over  $500  per  occurrence. The Lessor reserves the right to use own
vendor  to  repair  or  replace  system  if the cost to the Lessor exceeds $500.

During  the  initial lease term the Lessee agrees to pay for regularly scheduled
air  conditioning  service. The air conditioning service shall be performed on a
quarterly  basis  with the following included in each service (Lessor to approve
of  contractor  used.):

A.  Verify  electrical  voltage  to  equipment.
B.  Lubrication  where  required.
C.  Inspect  condensers  as  required.
D.  Check  refrigerant  pressures.
E.  Verify  operation  of  safety  controls.
F.  Change  all  air  filters.
G.  Inspect  drive  belts  and  drive  sheaves.
H.  Check  condensate  drain  lines  on  equipment.
I.  Inspect  heat  exchanger  and  burners.
J.  Check  pilot  light.
K.  Check  thermostat
L.  Check  electrical  contractors  and  relays

52.  The  representing  real  estate  broker  for  Lessor,  Carver Associates in
this lease transaction, is a principal  in the subject  property and a  licensed
real estate broker with  the  state  of  California.

53.  UTILITIES  FEE  CHARGE  FOR  PREMISES  (SUITE  "E"  only)
Lessee   agrees  to  pay  $2496  non-refundable  as  a  utilities   fee  charge,
natural  gas  use  for  the  second floor portion of the Premises (237 W. Bonita
Ave. Suite "E").  Lessee shall  provide  electricity and air conditioning during
normal business hours 7  a.m.  to  7  p.m.  Monday through Friday until  Dec 31,
1999.

                                 ADDENDUM-PAGE {PAGE}

<PAGE>


54.  RULES  AND  REGULATIONS

(1)  No  Exterior  Storage.  Nothing shall be stored outside the Premises unless
exterior  storage  is  required  by  law and approved in writing by Lessor. (See
Supplemental  Rider  to Industrial/Warehouse Lease Paragraph 4.) Lessee reserves
the  right  to place material for loading and unloading purposes within Lessee's
designated parking spaces. Said material shall not remain in Lessee's designated
parking  spaces  for  more  than  four  (4)  hours.

(2)  Dust and Fume Control. No wood-shaping or spraying  material  processes  or
any  activity creating dust or fumes that may be hazardous shall be performed in
the  Premises,  except  in  an  environment controlled by air-handling equipment
properly  and  lawfully  designed  and  utilized,  which shall be maintained and
operated  at  all  times to prevent hazardous accumulations of wood, chemical or
other  pollutants  in  the  atmosphere  within  the  Premises or Project. Lessee
reserves  the right to spray paint with aerosol spray paint cans within Lessee's
Premises.

(3)  Parking.  Parking  of cars shall be available in areas designated generally
for  Lessee  parking, if any, on a "first come", "first served" unassigned basis
in  common  with  Lessor,  other  tenants  and  other  parties  to  whom parking
privileges  have  been  or  are  hereafter  granted.  *Parking  is prohibited in
areas:(1)  not  striped  or  designated  for  parking, (2) aisles, (3) where "no
parking"  signs  are  posted,  (4)  on  ramps,  and  (5) loading areas and other
specially  designated  areas.  Delivery trucks and vehicles shall use only those
areas  designated  therefor.  Lessor  reserves the right to: (I) assign specific
spaces,  and  reserve  spaces  for  small  cars, disabled individuals, and other
tenants, customers, of tenants or to other parties (and Lessee shall not park in
any  such  assigned  or reserved spaces) and (ii) restrict or prohibit full size
vans  and  other large vehicles. In case of any violation of these provisions or
any  applicable  laws,  Lessor may: (iii) refuse to permit the violator to park,
and  remove the vehicle owned or driven by the violator from the Project without
liability  whatsoever,  at  such  violator's  risk and expense and/or (b) charge
Lessee  such reasonable rates as Lessor may from time to time establish for such
violations,  which  shall be at least One Hundred Dollars and No Cents ($100.00)
per  day  for  each  vehicle  that  is parked in violation of these Rules. These
provisions shall be in additions to any other remedies available to Lessor under
this  lease  or  otherwise.  Lessee shall not be allowed to park in front of any
other  Lessees  truck  loading  doors.  In  addition,  the  following  shall  be
incorporated:
a)  Lessee  shall  have  four  (5) (for 237 Bonita second floor space suite "E")
unreserved  parking  spaces in the OFFICE  BUILDING for it's employees, vendors,
shippers  and  customers  and  no  reserved  parking  spaces.
b)  Lessee  shall instruct and direct all other employees, shippers, vendors and
customers  to  park  offsite  of  the  Office  Building.
c)  Lessee  shall  be  responsible  for  supervising,  monitoring  and otherwise
enforcing  the  parking restrictions and covenants included herein, and upon its
failure  to properly do so, Lessor shall have the right to hire parking monitors
with  the  costs  thereof  to  be  paid  or  reimbursed  by  Lessee.
 d)  Lessee  agrees and understands that the use of more than the above allotted
number  of parking spaces will significantly adversely affect the parking rights
and  businesses of other tenants of the OFFICE BUILDING and will severely impede
the  Lessor's  ability  to lease space at the OFFICE BUILDING, renew leases with
existing  tenants  and that Lessee's failure to comply with and strictly enforce
the  parking  provisions  and  restriction  of  the Addendum shall be a material
default  under  this  Addendum and Lease, and the Lessee shall be liable for all
losses  and  damages  sustained  by  the  Lessor  related  thereto.

(4)  Trash.  All garbage, refuse,  trash  and  other  waste  shall  be  kept  in
the  kind  of container, placed in the areas, and prepared for collection in the
manner  and  at  the  times  and  places  specified  by  Lessor,  subject to the
provisions  of this lease respecting Hazardous Materials. If Lessor designates a
service  to pick up such items, Lessee shall use the same (and the cost shall be
included  in  Common  Area  Expenses). Lessor reserves the right to require that
Lessee  participate  in  any  recycling  program  designated  by  Lessor.

(5)  Signs.  Lessee shall not place any signs outside  the  Premises  (including
without  limitation,  exterior  walls  and roof), or on the interior or exterior
surfaces  of glass panes or doors or that are otherwise visible from outside the
Premises,  without  Lessor's  prior


                                ADDENDUM - PAGE {PAGE}


<PAGE>

written  approval.  All  Lessee's signs shall: (i) be professionally designated,
prepared and installed, (ii) in good taste so as not to detract from the general
appearance  of the Premises or the Project, (iii) not advertise any product, and
(iv)  and  comply  with any sign criteria developed by Lessor from time to time.
All  signs  hereunder shall be subject to all laws any covenants, conditions and
restrictions  applicable  to  the Project or Building. Lessee shall maintain all
signs  hereunder  in  good  repair  and slightly first class condition. The term
"sign"  in  this  Rule  shall  mean any sign, placard, picture, name, direction,
lettering,  insignia  or  trademark,  advertising material, advertising display,
awning  or  other  such item, except that any storefront sign shall be an actual
sign. Blinds, shades, drapes or other such items shall not be placed in or about
the  windows  in  the Premises except to the extent, if any, that the character,
shape,  design,  color, material and make thereof is first approved by Lessor in
writing.

(6)  Plumbing  Equipment.  Toilet  rooms, urinals, wash  bowls,  drains,  sewers
and  other  plumbing  fixtures, equipment and lines shall not be misused or used
for  any  purpose other than that for which they were constructed and no foreign
substance  of  any  kind  whatsoever  shall  be  disposed  of  therein.

(7)  Roof;  Awnings  and  Projections.   Lessee  shall  not  install  any  sign,
antennae, satellite dish or any other device on the roof, or Common Areas of the
Project.  Lessee  may  install and have access to rooftop HVAC equipment only to
the  extent  approved or required by Lessor from time to time in connection with
Lessee's  maintenance, repair or HVAC obligations under this lease. No awning or
other  projection  shall  be  attached  by  or  Lessee  to  the  exterior  walls
of  the  Premises  or  the  Building.

(8)  Overloading  Floors. Lessee shall not overload any floor or part thereof
in  the  Premises  or  Project.

(9)  Going-Out-Of-Business  Sales  and  Auctions.   Lessee  shall  not  use,  or
permit  any other party to use, the Premises for any distress, fire, bankruptcy,
close-out,  "lost  our lease", or going-out-of -business sale or auction. Lessee
shall  not  display any signs advertising the foregoing anywhere in or about the
Premises.  This  prohibition  shall  also  apply  to  Lessee's  creditors.

(10)  Labor Relations. Lessee shall conduct its labor  relations  and  relations
with  employees  so as to avoid strikes, picketing, and boycotts of, on or about
the Premises or Project. If any employees strike, or if picket lines or boycotts
or  other  visible activities objectionable to Lessor are established, conducted
or  carried  out  against  Lessee,  other  occupants  of  the  Premises or their
employees,  agents,  Transferees  or  contractors  in  or  about the Premises or
Project,  Lessee  shall  immediately  close  the Premises and remove cause to be
removed all such occupants, employees, agents, Transferees and contractors until
the  dispute  has  been  settled.

(11)  Prohibited  Activities.  Lessee  shall  not: (I) use  strobe  or  flashing
lights  in  or  on  the  Premises  or  in  any signs therefor, (ii) use, sell or
distribute  any leaflets, handbills, bumper stickers, other stickers, or decals,
balloons or other such articles in the Premises (or other areas of the Project),
(iii)  operate  any  loudspeaker,  television  set,  phonograph, radio, or other
musical  or  sound  producing instrument or device so as to be heard outside the
Premises,  (iv)  operate any electrical or other device which interferes with or
impairs radio, television, microwave, or other broadcasting or reception from or
in  the Project or elsewhere, (v) make or permit objectionable  noise, vibration
or  odor  to  emanate  from  the  Premises  that  is unlawful, immoral, obscene,
pornographic  activities, or which tends to create or maintain a nuisance, or do
any  act  tending  to injure the reputation of the Project, (vii) or violate any
requirements  of  the  American  Insurance  Association  and  any  board of fire
underwriters.

(12)  Responsibility  for  Compliance.  Lessee shall be responsible for ensuring
compliance  with  these Rules, as they may be amended, by Lessee's employees and
as  applicable,  by  Lessee,  any  other  occupant  of  the  Premises, and their
respective  agents,  employees,  invitees,  Transferees  and  contractors.

                                ADDENDUM - PAGE {PAGE}

<PAGE>

(13)  Condition  at  Expiration  or  Termination.  Upon  expiration  or  earlier
termination  of  this lease, in addition to the requirements under Article 13 of
this  lease,  Lessee  shall  ensure  that:

1.     All  interior  and  exterior  lights  and  bulbs  are  operational.
2.     All  exhaust,  ceiling  and  overhead  fans  are  operational.
3.     Warehouse  floor  areas  are  broom  swept  and  clean of all trash and
materials.
4.     Warehouse  floor  areas  are  cleaned  of  oils, fluids and other foreign
materials.
5.     All  electrical,  plumbing  and  other utilities which are terminated are
disconnected,  capped  and/or  terminated according to applicable building codes
and  all  other  governmental  requirements.
6.     All electrical and telecommunications conduit and wiring installed by or
for  Lessee specifically for    Lessee's equipment is removed to the originating
panel  if  Lessor  so  requires.
7.     Overhead  interior  and  exterior  doors  are  operational  and  in good
condition.
8.     Any  bolts secured to the floor are cut off flush and sealed with epoxy.
9.     Warehouse  fencing  or  partitions are removed if Lessor so requires.
10.    All  furniture,  trash  and  debris  are  removed.
11.    All signs and pictures, posters, signage, stickers and all similar items
of  Lessee  and  any  other occupant of the Premises are removed from all walls,
windows,  doors and all other interior and exterior surfaces of the Premises and
other  locations  of  the  Project  where  Lessor  permitted  installation.
12.     All  un-carpeted office floors are swept, and any excess wax build-up on
tile  and  vinyl  floors  is  properly  removed.
13.     All  computer cable and conduit installed by or for Lessee is removed to
point  of  origin.
14.     All  windows  and  miscellaneous  hardware  are  operational and in good
condition.
15.     All  heating,  air conditioning and mechanical systems and equipment are
operational  and  in  good  condition.
16.     Ceiling tiles, grid, light lenses, air grills and diffusers are in place
with  no  holes  or  stains.
17.     There  are  no  broken  windows  or  other  glass  items.
18.     Bathroom  walls,  floors,  and fixtures are clean and in good condition.
19.     All plumbing fixtures are intact, operational, free of leaks and in good
condition.
20.     All  gutters  and  down  spouts  are  undamaged  and  operational.
21.     Walls  (internal  and external) are clean and any holes are properly and
permanently  patched.
22.     All  keys to all locks or to within the Premises, any key cards and
parking  stickers, the combination to any vaults that Lessor permits or requires
Lessee  to leave on the Premises, all plans and specifications for all leasehold
improvements  made to the Premises, and all reports, studies and other materials
relating  to Hazardous Materials that were even on the Premises, shall be turned
over  to  Lessor.

                                ADDENDUM - PAGE {PAGE}

<PAGE>

(14)  The  sidewalks, exits, entrances  and  common area shall not be obstructed
by  any of the Lessees or used by them for any purpose other than for ingress to
and  egress from their respective Premises. The Lessor shall in all cases retain
the  right to control and prevent access to the entrances, exits and common area
by  all persons whose presence in the judgment of Lessor shall be prejudicial to
the  safety,  character, reputation and interests of the Business Center and its
Lessees,  provided  that  nothing herein contained shall be construed to prevent
such access to persons with whom Lessee normally deals in the ordinary course of
Lessee's business, unless such persons are engaged in illegal activities. Lessee
and  its  employees  and  invitees  shall  in  no  event go upon the roof of the
Business  Center  with  out  Lessor's  permission.

(15)  Lessee   hereby   agrees  to  provide   power  to  the  outside   lighting
twenty-four  (24)  hours  a  day,  seven  (7)  days  a  week.

(16)  Lessee  shall  not  alter  any lock or install any new or additional locks
or  any bolts on any door of the Premises without the written consent of Lessor.

(17)  The  toilet  rooms, urinals, wash  bowls and other toilet room facilities,
shall  not  b4  used  for  any  purpose  other  than  that  for  which they were
constructed  and  no  foreign  substances if any kind whatsoever shall be thrown
therein  and  the expense of any breakage, stoppage or damage resulting from the
violation  of  this  rule  shall  be  borne  by  Lessee.

(18)  Lessee  shall  not  in  any  deface  the  Premises  or  any  part thereof.

(19)  Lessee  shall  not  utilize  the open areas on top of the ceiling over the
office  space  of  the  Premises  for  storage or otherwise, without the written
consent  of  Lessor.

  Lessee  shall  not  permit  or suffer the Premises to be occupied or used in a
manner  offensive  to  objectionable  to Lessor, other occupants of the Business
Center  or  occupants  of neighboring buildings by reason of noise, odors and/or
vibrations, or interfere in any way with such occupants or those having business
therein.  No  animals  or  birds  shall  be  brought  in or kept in or about the
Premises or the Business Center. Lessee shall not throw anything out of doors or
otherwise  litter  or  dispose of trash except as provided in the Lease or these
Rules  and  Regulations  as  they  may  be  amended.

(20)  The  term  "Hazardous  Material"  means any  hazardous or toxic substance,
material  or  waste which is or becomes regulated by any governmental authority.
Lessee  agrees not to permit any Hazardous Material to be brought upon, kept, or
used  on  the  Premises  and  agrees not to permit the storage of any containers
which  have  previously  held  Hazardous  Materials.  If  Lessee  breaches these
obligations and as a result, any portion of the Leased Premises or of the Entire
Business  Center  is contaminated, then Lessee shall indemnify, defend, and hold
Lessor  harmless  from  any  liability or loss, including all clean-up costs and
other  costs  and  expenses  necessary  to achieve compliance with al applicable
governmental  Rules and Regulations, which costs and expenses, if paid by Lessor
for  any diminution in value of the Business Center which arises during or after
the  lease  term  as  a  result  of  such  contamination. Any violation of these
provisions  by  Lessee shall be material violation of this Lease and shall cause
Lessee  to  be  subject  to  a  Three-Day  Notice  to  quit.

(21)     Lessee  shall  not  use or keep in the Premises or the Business Center,
any  kerosene,  gasoline or inflammable or combustible fluid or material, or use
any  method  of  heating  or air conditioning other than that supplied by Lessor
without  prior  written  consent  of  Lessor.

(22)     Lessor will direct electricians as to where and how telephone wires, TV
cable,  and/or  other  wiring  are to be installed in the Premises. No boring or
cutting  of wires will be allowed without the consent of Lessor. The location of
telephones  and  other office equipment affixed to the Premises shall be subject
to  the  approval  of  the  Lessor.

                          ADDENDUM - PAGE {PAGE}


<PAGE>

(23)  All  keys  to offices  and  rooms  shall  be  obtained  from  Lessor,  and
Lessee  shall  not  otherwise  obtain  keys  or  have  keys  made.  Lessee, upon
termination  of the tenancy, shall deliver to Lessor the keys of the offices and
rooms  which shall have been furnished by Lessor or shall pay Lessor the cost of
replacing  same  or  of changing the locks or locks operated by such lost key if
Lessor  deems  necessary  to  make  such  change.

(24)  Lessee  shall  not  lay  linoleum, tile, carpet  or  other  similar  floor
covering  so  that the same shall be affixed to the floor of the Premises in any
manner  except  as  approved  by  Lessor.  The  expense  of repairing any damage
resulting  from  a violation of this rule or removal of any floor covering shall
be  borne  by  Lessee.

(25)  Lessee   shall  see  that  the  doors  of  the  Premises  are  closed  and
securely  locked  before  leaving  the Business Center each day and must observe
strict  care  and caution that all water faucets or water apparatus are entirely
shut  off  before  Lessee or Lessee's employees leave the Premises, and that all
electricity shall likewise be carefully shut off so as to prevent damage. If any
Lessee  sustains  damage  as  a  result  of  Lessee's  failure  to  observe this
Regulation,  Lessee  shall  be  responsible  for  such  damage.

(26)  Lessor   reserves  the  right  to  exclude  or  expel  from  the  Business
Center  any  person  who, in the judgment of Lessor, is intoxicated or under the
influence  of  liquor  or  drugs,  or  who  shall  in  any manner, do any act in
violation  of  any  of  the  Rules  and  Regulations  of  the  Business  Center.

(27)  Lessee's   requests  or  complaints  with  respect  to  its  occupancy  of
the  Premises  must be directed to Lessor in writing. Employees of Lessor at the
Business Center are not authorized to perform any work or do anything outside of
their regular duties unless under specific instructions from Lessor. No employee
of  Lessor  will  admit  any  person  (Lessee or otherwise) to Lessee's Premises
without  specific  instructions  from  Lessor.

(28)  No vending,  public  phone,  courier  service  box,  or  other  dispensing
machine shall be installed, maintained or operated upon the Premises without the
written  consent  of  Lessor.

(29)  Lessor   shall   have   the   right,  exercisable   without   notice   and
without  liability  to  Lessee,  to  change  the  name and street address of the
Business  Center  of  which  the  Premises  are  a  part.

(30)  Lessee   agrees   that   it  shall  comply  with  all  fire  and  security
regulations  that  may  be  issued  from time to time by Lessor, and Lessee also
shall  provide  Lessor  with  the  name  of a designated responsible employee to
represent Lessee in all matters pertaining to such fire or security regulations.

(31)  Lessor  reserves  the  right  by  written  notice  to  Lessee, to rescind,
alter  or  waive  any Rule or Regulation at any time prescribed for the Business
Center  when, in Lessor's judgment, it is necessary, desirable or proper for the
best  interest  of  the  Business  Center  and  its  Lessees.

(32)  Lessee  shall  not  disturb,  solicit,  or  canvass  any  occupant  of the
Business  Center  and  shall  cooperate  to  prevent  same.

(33)  Without  the  written  consent  of  Lessor,  Lessee  shall  not  use   the
name  of  the  Business Center in connection with or in promoting or advertising
the  business  of  Lessee  except  as  Lessee's  address.

(34)  All  shipping  and  receiving  from  and  to  Lessee's  Premises  shall be
conducted  in  front  of  Lessee's  Premises only and in such a manner as not to
obstruct  the flow of traffic or interfere with the business activities of other
Lessees.

(35)  Lessee  understands  that  non-working  video  cameras  may  be  installed
by  Lessor  on the outside walls of the Premises and around the Business Center.
Lessee  agrees  to  inform  all  employees that these non-working exterior video
cameras  are  not  manned  by  any  security  officer and that these non-working
exterior  video  cameras  do  not  provide  any

                                ADDENDUM - PAGE {PAGE}

<PAGE>

security  to  any  employee  or  customer  in  any way. The exterior non-working
video cameras are only used to try to reduce potential vandalism in the Business
Center.

(36)  Any  breach  of  these  Regulations  by  Lessee  or  its agents, employees
or invitees shall, at Lessor's election, be deemed a breach of the Lease for the
Premises.

Lessor   reserves   the  right  to   make  such  other  and  further  Rules  and
Regulations  as  in  its judgment may be for the safety, care and cleanliness of
the  Business  Center  and  for  the  preservation of good order therein. Lessee
agrees  to  abide  by  all such rules and regulations hereinabove stated and any
additional  Rules  and  Regulations  which  are adopted of which Lessee is given
written  notice.

55.  ARBITRATION  OF  DISPUTES

     ARBITRATION  OF  DISPUTES.  Except  for  (A)  any  unlawful detainer action
brought  by  Lessor  against  Lessee,  (B)  any matter other than enforcement of
rights  under  this  Lease,  or (C) any matter primarily founded upon matters of
fraud,  willful  misconduct,  bad  faith  or  any  other allegations of tortuous
action,  and  seek  the  award  of punitive or exemplary damages, which disputes
shall  be  resolved  by  suit filed in the Superior Court of Los Angeles County,
California,  the  decision of which court shall be subject to appeal pursuant to
applicable  law, any dispute or claim in law or equity between Lessor and Lessee
arising  out  of  this  Lease shall be determined by arbitration by the American
Arbitration  Association  at  Los  Angeles,  California.

     NOTICE:  BY  INITIALING  IN  THE  SPACE  BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE  ARISING  OUT  OF  THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION  DECIDED  BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE  GIVING  UP  ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT  OR  JURY TRIAL. BY INITIALIZING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL  RIGHTS  TO  DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED  IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION  AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO
THIS  ARBITRATION  PROVISION  IS  VOLUNTARY.

     WE  HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES OUT
OF  THE  MATTERS  INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL
ARBITRATION.


Initials  on  behalf  of  Lessor     Initials  of  behalf  of  Lessee
__/s/____AEW___________              ________________________


56.  Lessee's  Assignment  to  an  L.L.C.  or  Corporation:
Lessor  shall   consent  to  a  one   time  assignment  of  this   lease  to  an
L.L.C.  or  corporation as long as the new L.L.C. or corporation is at least 50%
owned  by  David Wong and/or Tracy Wong. Lessee  must  provide  Lessor  at least
30  days  prior  written  notice of Lessee's intention to assign this Lease. The
written  notice  must  contain  the  federal  tax  I.D.  number of the L.L.C. or
corporation  within  the  letter  sent  to  the  Lessor.

57.  Lessee's Option to remove Stephanie Taylor as the guarantor of this  Lease:
The  Lessee  has  the  option  on  or  after  June  1,  1999 to remove Stephanie
Taylor  from  the  personal  guarantee  (Exhibit  "C")  on  this Lease if Lessee
provides  at  least 30 days prior written notice of Lessee's intention to remove
Stephanie  Taylor  from the personal guarantee along with a payment of $3,700 to
Lessor  as  additional  Security  Deposit.

58.  Clarification  of  paragraph  7.1  of  the  Lease:
The Lessee is responsible for  the interior of the Premises as follows:
a.   Lessee  is to  replace  all interior light bulbs and ballast's when needed.
b.   Lessee  is  to  replace  all  broken  interior  ceiling  tiles  and  repair
     the  drop  ceiling  grid  when  needed.


                                ADDENDUM - PAGE {PAGE}

<PAGE>

c.   Lessee  is  to  replace  broken/non-functional  windows,  doors,   built-in
     cabinets/desks,  door  hardware,  window  hardware including window blinds.
d.   Lessee  is  to  clean  the  interior  of  own  Premises.
e.   If  the  restroom  becomes  part  of  the  Premises,  then the Lessee shall
repair  all  plumbing  fixtures  serving  the  Premises  and clean the restroom.
d.   Lessee  is  to  repair  the  air  conditioner  and  ducts  after the end of
the  initial  term  of  the  Lease.
e.   Lessor  shall  replace the water heater at own cost if needed.
f.   Lessee  shall  repair  any  electrical  plug  within  the  Premises.
g.   Lessee  shall  repair  and  patch  any interior walls and repair the
flooring  that  is  damaged.

All  other  repairs  are  to  be  paid  for  by  the  Lessor.

59.  Telephone/computer  lines.
The  Lessee  shall  install  and  maintain  at  own  cost the telephone and
computer  lines  serving  the  Premises.

60.  Clarification  of  paragraph  7.3  Utility  Installations:   Lessee  is  to
repair  any  electrical  lines  that  are  dedicated to the Premises. Any shared
electrical  circuits  (shared  with  other  Lessee's  in  the Building) shall be
repaired  by  Lessor.  Lessee  agrees  not to overload an electrical circuit and
agrees  to  add  new  electrical  lines at own cost if a circuit continues to be
overloaded.

61.  Paragraph 11 clarified.
Lessee  shall  pay  for  own  telephone lines at all times. Lessee shall pay for
own  natural gas line only if Lessee leases the entire 2nd floor of the Building
(237  W.  Bonita  2nd floor). Lessor shall pay for the electrical service to the
Premises  and  is  reimbursed  by  Lessee  as  per  this  addendum.

62.  Paragraph 12.1 B.
As  long  as  David  Wong  and/or  Tracy Wong operate the Lessee as owners,
corporate/L.L.C.  officers, or as majority shareholders, then paragraph 12.1B is
stricken  and  shall  not  be  enforced  by  Lessor.

63.  Paragraph  12.2  G  is  stricken  from  this  lease  and  is  not
enforceable.

64.  Paragraph  16.2
Lessee  shall only be required to supply the past 2 years of financial
statements  on  the  Lessee  only.

65.   Lessor  and  Lessee  agree  that  the  Lessor  may  retain Lessee's
security  deposit  for  the purpose  of  repainting  and  recarpeting the
Premises upon Lessee's moveout.

CONSULT  YOUR  ATTORNEY/ADVISORS  -  This   document   has   been  prepared  for
approval by your attorney. No representation or recommendation is made by Carver
Associates  or  the  American Industrial Real Estate Association (A.I.R.) or the
agents  or  employees of associated with the preparation of this document or the
transaction  to  which  it  relates.  These  are  questions  for  your attorney.

On  any  real  estate  transaction,  it  is  recommended that you consult with a
professional,  such  as  a  civil engineer, industrial hygienist or other person
with  experience  in  evaluating  the  condition  of  the Premises and property,
including the possible presence of asbestos, hazardous materials and underground
storage  tanks.

In  addition,  please  be  advised  that an Owner or Lessee or real property may
be  subject  to  the  Americans  With  Disabilities Act (the ADA), a Federal Law
codified  at  42  USE  Section 12101 et seq. Among other requirements of the ADA
that  could  apply  to  your  property,  Title III of the ADA requires Owner and
Lessees  of  "public  accommodations"  to  remove barriers to access by disabled
persons  and  provide  auxiliary  aid and services for hearing, vision or speech
impaired persons by January 26, 1992. The regulations under Title III of the ADA
are  codified  at  28  CFR  Part  36.

                                 ADDENDUM - PAGE {PAGE}
<PAGE>

Carver  Associates  recommends  that  you  and  your  attorney,  engineer and/or
architect  review the ADA requirements, and, if appropriate, your proposed lease
or  purchase  agreement,  to  determine  if this law would apply to you, and the
nature  of  the  equipment.

     LESSOR:                              LESSEE:

     By:  /s/ Alan C. Weirick             By:

     Date:12-21-98                        Date:

     Lessor  and  Lessee agree that if a conflict between the original lease and
     this addendum exists, then the provisions  of  this addendum shall prevail.




                              ADDENDUM - PAGE {PAGE}

<PAGE>


                                  EXHIBIT "A"
                                 Plan of SITE

[Diagram of site]


                                ADDENDUM-PAGE  9

<PAGE>

                                  EXHIBIT "A"
                                Plan Of Premises
                                  "AS IS PLAN"

Lessor to prepare Premises as per Exhibit "B." Lessee to lease Suite "E" with
plan configuration as in Exhibit "B."

[Floorplan:  237  BONITA SAN DIMAS CA. EXIST.  2ND  FLOOR]


                                ADDENDUM-PAGE  10

<PAGE>

                                  EXHIBIT "B"


[Floorplan:  237  BONITA SAN DIMAS CA. NEW  2ND  FLOOR]

<PAGE>

                                  EXHIBIT "B"
                        LESSOR'S WORK AND LESSEE'S WORK
              FOR 237 W. BONITA AVE. SUITE E (SECOND FLOOR SPACE)


1)  Lessor  to  repaint  and  re-carpet  the entire interior of the second floor
of  237  W.Bonita Ave. Lessor to use a standard white Dunn Edward interior paint
for  all  inside walls. (Preferably Swiss Coffee) Lessor to install a commercial
grade  "Philadelphia"  brand  loop carpet (or equivalent) in all rooms currently
with  carpeting.  All  other  floors  to  remain  the  same.

2)  The   Lessor   shall   not   pay   for   upgrades   to   the   current   air
conditioning system, plumbing, doors, ceilings, windows, water heaters, walls or
any  other  existing  improvement  on  the  Premises.

3)  Lessee  agrees  to  take  the  space  "as  is".

4)  Lessee  agrees  to:
    A)     Install  own  curtains  or  window  blinds.
    B)     Install  own  telephone  lines  and  telephone  system.
    C)     Install  own  computer  lines  and  computer  system.

5)  Lessor  shall  not  be  required  to  re-route  the  air  conditioning ducts
during  the  term  of  this  lease  or  for  any  extensions  of  this  lease.

6)  Lessor  to  have  the  right  to  build  an  interior wall to separate suite
"E"  from  suite  "F"  at  any  time.


                          ADDENDUM - PAGE {PAGE}


<PAGE>

                                  AMENDMENT #2
                 TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
                           LEASE/GROSS BY AND BETWEEN
                     WEIRICK PROPERTIES, L.P., AS LESSOR AND
                      David Wong, dba: HELPCITY, AS LESSEE
                           237 W. Bonita Ave. Suite E
                                  SAN DIMAS, CA
                             DATED December 15,1998

66.  PREMISES: Lessee and Lessor agree to add suite 245 W. Bonita Ave. Suite A
     (Second  Floor)  to  the  Premises  described  in the attached lease (Lease
     Agreement)for  237  W.  Bonita Ave. Suite E.

67. Condition of 245 W. Bonita Ave. Suite A: Lessee agrees to take the space "as
is"  except  that the Lessor agrees to install a new refrigerator in the kitchen
area  and  separate  air  conditioning  ductwork  as  per  Exhibit  "D."

68.  BASE RENT SCHEDULE  for  245  W. Bonita Ave. (Suite A, second floor) Lessee
agrees to pay Base Rent in the amounts shown below in compliance with paragraphs
1.5 and 4 of the Lease Agreement. The Base Rent below is in addition to the Base
Rent  payments  described  in  the  original  "Lease  Agreement."

     Lease  for  245 W. Bonita Ave. Suite A COMMENCES ON May 1, 1999 and ends on
     December  31,1999:
     Base  Rent  Schedule  for  245  W.  Bonita  Suite  A  second  floor  only.

     May  1,1999  through  July  31,1999:                    $813.40  per  month
     August  1,  1999  through  December  31,  1999          $929.60  per  month
     Rent  due  as  per  the  Lease.

69.  UTILITIES  FOR  PREMISES  (SUITE  "A"  only)
     Lessee  agrees  to pay $174.00 per month for electrical and gas use for the
Premises  (237 W. Bonita Ave. Suite "G"). The total billing of $174.00 per month
for  utilities shall be considered part of the Base Rent as defined in the lease
and  shall  have  the  same  due  dates  and  late payment rules as in the lease
document.

     Lessee shall have use of the utilities for normal business hours; 6 a.m. to
8 p.m. weekdays.


70.      ADDITIONAL  DEPOSIT  REQUIRED:   $250.00

71.     AIR  CONDITIONING  REPAIRS

                               ADDENDUM  -  PAGE  1

<PAGE>

                                   EXHIBIT "C"

                    Plan of Premises (245 w. Bonita Suite A)

[REMAINDER OF PAGE LEFT BLANK]

                                ADDENDUM - PAGE 4


<PAGE>

By:  /s/  David  Wong,  CEO                    By:  /s/  Alan  C.  Weirick  V.P.
HelpCity.com  LLC                              Weirick  Mgmt  Corp

Date:  4/21/99                                 Date:  4-29-99


Lessor  and  Lessee agree that if a conflict between the original lease and this
addendum  exists,  then  the  provisions  of  this  addendum  shall  prevail.

Change  lease Lessee to HelpCity.com LLC a california Limited Liability company.
       /s/ AEW

Lessor  to  change  all  bulbs  as  required  at  start  of  lease.
       /s/ DW
       /s/ AEW


                                ADDENDUM - PAGE 3


<PAGE>

                                   EXHIBIT "D"
                         LESSOR'S WORK AND LESSEE'S WORK
               FOR 245 W. BONITA AVE. suite A (SECOND FLOOR SPACE)

Lessee  to  lease  the  Premises  "as  is."

1)  The  Lessor  shall  not  pay  for  upgrades  to the current air conditioning
system,  plumbing,  doors,  ceilings,  windows,  water  heaters,  walls  or  any
other  existing  improvement  on  the  Premises  except  as mentioned herein.

2)  The  Lessor  shall  also not pay for any building permits or fees associates
with  the  construction  of the Tenant Improvements described in Exhibit "B."

3)  Lessee  agrees  to  take  the  space  "as  is".

4)  Lessee  agrees  to:

    A)  Install  own  curtains  or  window  blinds.

    B)  Install  own  telephone  lines  and  telephone  system.

    C)  Install  own  computer  lines  and  computer  system.

    D)  Use  timely  doors  and  frames  for  any new  doors  installed  in  the
Premises.

    E)  Use  a  standard  white  Dunn  Edward  semi-gloss interior paint for all
inside  walls.  (Swiss Coffee)

    F)  Install  all  walls  as  per  City  building  codes.


5)     Lessor  shall  not  be  required  to  re-route the air conditioning ducts
during  the  term  of  this  lease  or  for  any  extensions  of  this  lease.

6)     Lessee  agrees  to  re-paint  the  interior  walls  with  the  same paint
specified  above  upon  move-out,  if  the  Lessee  moves  out  any  time  prior
to June 1, 2001.

7)     Lessor  to  move ductwork for the air-conditioning system to separate the
air-conditioning   between  245  W.  Bonita  Suite  A  and  Suite  B.   Separate
controls  for  A/C

                               ADDENDUM - PAGE 5

<PAGE>

The  Lessor  agrees  to  repair  the  heating  and air conditioning system until
December  31,  1999.

During the initial lease term the Lessor agrees to perform and pay for regularly
scheduled  air  conditioning  service.  The  air  conditioning  service shall be
performed  on  a  quarterly  or semi-annual basis with the following included in
each  service:

A.     Verify  electrical  voltage  to  equipment.
B.     Lubrication  where  required.
C.     Inspect  condensers  as  required.
D.     Check  refrigerant  pressures.
E.     Verify  operation  of  safety  controls.
F.     Change  all  air  filters.
G.     Inspect  drive  belts  and  drive  sheaves.
H.     Check  condensate  drain  lines  on  equipment.
I.     Inspect  heat  exchanger  and  burners.
J.     Check  pilot  light.
K.     Check  thermostat
L.     Check  electrical  contactors  and  relays

72.     The  representing  real  estate  broker for Lessor, Carver Associates in
this  lease  transaction,  is a principal in the subject property and a licensed
real  estate  broker  with  the  state  of  California.

CONSULT YOUR ATTORNEY/ADVISORS - This document has been prepared for approval by
your  attorney. No representation or recommendation is made by Carver Associates
or  the  American  Industrial  Real Estate Association (A.I.R.) or the agents or
employees of associated with the preparation of this document or the transaction
to  which  it  relates.  These  are  questions  for  your  attorney.

On  any  real  estate  transaction,  it  is  recommended that you consult with a
professional,  such  as  a  civil engineer, industrial hygienist or other person
with  experience  in  evaluating  the  condition  of  the Premises and property,
including the possible presence of asbestos, hazardous materials and underground
storage  tanks.

In  addition,  please be advised that an Owner or Lessee or real property may be
subject to the Americans With Disabilities Act (the ADA), a Federal Law codified
at  42  USE Section 12101 et seq. Among other requirements of the ADA that could
apply  to  your  property,  Title  III  of the ADA requires Owner and Lessees of
"public  accommodations"  to  remove  barriers to access by disabled persons and
provide  auxiliary  aid  and  services  for  hearing,  vision or speech impaired
persons  by  January  26,  1992.  The regulations under Title III of the ADA are
codified  at  28  CFR  Part  36.

Carver  Associates  recommends  that  you  and  your  attorney,  engineer and/or
architect  review the ADA requirements, and, if appropriate, your proposed lease
or  purchase  agreement,  to  determine  if this law would apply to you, and the
nature  of  the  equipment.

LESSOR:                                LESSEE:

<PAGE>


                                  AMENDMENT #3
                 TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
                            LEASE/GROSS BY AND BETWEEN
                     WEIRICK PROPERTIES, L.P., AS LESSOR AND
                           HelpCity.com LLC, AS LESSEE
                           237 W. Bonita Ave. Suite E
                                  SAN DIMAS, CA
                             DATED December 15,1998

73.  EXTENSION  OF  LEASE  TERM  and  ADDITION  OF  245-B TO PREMISES: The lease
term  for  the  Premises  (Exhibit  C: 237-E & 245-A & 245-B) is hereby extended
until  12/31/01.

74.  BASE  RENT:

     The  Base  Rent  for  the period from 01/01/00 through 12/01/01 shall be as
     follows:

     Suite  237E     1388  approx.  sq.  ft.
     Suite  245A     1162  approx.  sq.  ft.
     Suite  245B     588  approx.  sq.  ft.


                                  3138 Base Rent per month   Base Rent/sqft/mo.

Month  of  December  1,  1999                       $0                    $0.00
January  1,  2000  through  Dec.  31,  2000         $2,856                $0.91
January  1,  2001  through  Dec.  31,  2001         $3,044                $0.97

1/2 Month  Free  January  1,  2001  on  base  amount  on  all  space

75.  LESSOR'S  WORK:
     Lessor  to  touch-up  paint  the  interior  of  suite  245B.
     Lessor  to  spot  clean  the  carpet  in  245B.
     Lessor  to  clean  the  restroom  in  245B.
     Lessor to unlock and open the two doors currently separating suites 245A&B.

76.  UTILITES:  This  paragraph  76  shall  supercede   any  previous  paragraph
     dealing with  utilities  in  this  Lease.  Lessee  agrees  to  pay  $564.84
     per  month  from January 1,  2000 through Dec. 31, 2001.  The Lessee agrees
     that this amount shall be defined as "rent" and shall  have  the  same  due
     dates  and  late  payment  rules  as in the Lease document.

     Approx.  sq.ft.     3138
     Cost/sq.ft./month   $0.18
     Cost  per  month    $564.84

77.  The  representing real estate  broker for Lessor, Carver Associates in this
     lease  transaction,  is a principal  in the subject property and a licensed
     real  estate  broker  with  the  state  of  California.

                                ADDENDUM - PAGE 1
<PAGE>

CONSULT YOUR ATTORNEY/ADVISORS - This document has been prepared for approval by
your  attorney.
No representation or recommendation is made by Carver Associates or the American
Industrial  Real  Estate  Association  (A.I.R.)  or  the  agents or employees of
associated  with the preparation of this document or the transaction to which it
relates.  These  are  questions  for  your  attorney.
On  any  real  estate  transaction,  it  is  recommended that you consult with a
professional,  such  as  a  civil engineer, industrial hygienist or other person
with  experience  in  evaluating  the  condition  of  the Premises and property,
including the possible presence of asbestos, hazardous materials and underground
storage  tanks.
In  addition,  please be advised that an Owner or Lessee or real property may be
subject to the Americans With Disabilities Act (the ADA), a Federal Law codified
at  42  USE Section 12101 et seq. Among other requirements of the ADA that could
apply  to  your  property,  Title  III  of the ADA requires Owner and Lessees of
"public  accommodations"  to  remove  barriers to access by disabled persons and
provide  auxiliary  aid  and  services  for  hearing,  vision or speech impaired
persons  by  January  26,  1992.  The regulations under Title III of the ADA are
codified  at  28  CFR  Part  36.

Carver  Associates  recommends  that  you  and  your  attorney,  engineer and/or
architect  review the ADA requirements, and, if appropriate, your proposed lease
or  purchase  agreement,  to  determine  if this law would apply to you, and the
nature  of  the  equipment.

LESSOR:                                      LESSEE:

By:   /S/  Alan  C.  Weirick                 By:   /S/  David  Wong,  CEO
      V.P.  Weirick  Mgmt  Corp. Gen. Ptr.

Date:   1/19/00                              Date:   11/24/99

Lessor  and  Lessee agree that if a conflict between the original lease and this
addendum  exists,  then  the  provisions  of  this  addendum  shall  prevail.


                                ADDENDUM - PAGE 2

<PAGE>

                                   EXIBIT "C"

                    Plan of Premises (237 W. Bonita Suite E)

[FLOORPLAN OF 237 BONITA SAN DIMAS CA. NEW 2ND FLOOR]

<PAGE>

                                   EXIBIT "C"

                  Plan of Premises (237 W. Bonita Suite A & B)

[FLOORPLAN OF 237 BONITA SAN DIMAS CA. NEW 2ND FLOOR]


<PAGE>


                    LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

     WHEREAS, STEVEN SIPP AND JACK MILLER ("Assignor") is a Lessee under a lease
dated  December  4,  1998 with WEIRICK PROPERTIES LIMITED, ("Lessor"). The lease
covers  that  certain  real property known as 237 W. BONITA AVENUE, suite F, SAN
DIMAS,  California.  (2nd  FLOOR  SPACE  OF  APPROXIMATELY  1,844  SQUARE  FEET)

WHEREAS,  Assignor  now  desires  to  transfer  to  DAVID  WONG  OF  HELP  CITY
("Assignee")  all  of  its  rights,  title and interest in the Lease and all the
Amendments  and Addenda thereto EXCEPT THAT ALL PARTIES AGREE THAT PARAGRAPHS 54
AND  55  OF  THE  ORIGINAL  LEASE  SHALL  NO  LONGER  APPLY.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  Assignor  transfers  to  Assignee  all  of its rights, title, and
interest  in  and  to  the  Lease  and  the  property  covered thereby. Assignee
acknowledges  receipt  of the property and the Lease Agreement.  Assignee hereby
assumes  the  obligations  of  the Lease and agrees to perform all covenants and
conditions  thereunder.
     Assignor  acknowledges  and  agrees  that  he  remains  bound to Lessor for
performance  of  all  obligations, covenants and conditions of the Lease despite
this  Assignment and Assumption Agreement.  Assignor and Assignee agree that the
execution  of  this Agreement in no way affects the rights or remedies available
to  Lessor or the right of Lessor to object to any and all future assignments or
subleases.  Furthermore,  this Assignment does not in any way affect the rights,
previously  mentioned  as  they  relate  to  Lessor's  successors  and  assigns.
     Assignee agrees to indemnify and hold Assignor harmless against all claims,
damages, liabilities and expenses arising out of any and all acts, omissions and
occurrences arising under the Lease and the occupation of the leased premises on
and  before  the  effective  date  of  the  Assignment  of  Lease.  The  same
indemnification shall apply with respect to Assignor and Assignee holding Lessor
harmless  for  any  acts,  omissions or occurrences which arise on or before the
effective  date  of  this  Assignment.
     All  parties  to  this  Agreement  agree  that  the  effective date of this
Agreement  shall  be'  the  day  of  execution  by  Lessor  of  this  Agreement.

Dated:     11/2/2000               Assignor:
                                   STEVE  SIPP
                                   By:  /s/  Steve  Sipp

Dated:     11/2/00                 JOHN  MILLER
                                   By:  /s/  John  Miller

Dated:     11/2/00                 ASSIGNEE:
                                   DAVID  WONG
                                   By:  /s/  David  Wong

The  undersigned  Lessor  hereby  consents  to  the  above  mentioned Assignment
provided  all  of  the terms of this Assignment  and  Assumption  Agreement  are
  followed:

Dated:  ______________             Lessor:
                                   WEIRICK  PROPERTIES  LIMITED

                                   By:  ______________________
                                   Richard  Weirick
<PAGE>