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                                 EXHIBIT 10.25

                         STANDARD OFFICE LEASE - GROSS
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. BASIC LEASE PROVISIONS ("Basic Lease Provisions")

   1.1  PARTIES: This Lease, dated, for reference purposes only, October 20, 
1997, is made by and between Pacifica Plaza Office Building, a California 
Limited Partnership, (herein called "Lessor") and Sizzler USA Real Property, 
Inc., a Delaware Corporation, doing business under the name of Sizzler 
International, Inc., (herein called "Lessee").

   1.2  PREMISES: Suite Number(s) 200, 2nd floors, consisting of approximately 
35,975 feet, more or less, as defined in paragraph 2 and as shown on Exhibit 
"A" hereto (the "Premises").

   1.3  BUILDING: Commonly described as being located at 6101 West Centinela 
Avenue in the City of Culver City, County of Los Angeles, State of California,
as more particularly described in Exhibit A-1 hereto, and as defined in
paragraph 2.

   1.4  USE: General Offices, subject to paragraph 6. 

   1.5  TERM: Forty-seven and 1/2 (47-1/2) months commencing November 16, 1997
("Commencement Date") and ending October 31, 2001, as defined in paragraph 3.

   1.6  BASE RENT: $34,176.25 per month, payable on the 1st day of each month, 
per paragraph 4.1. See paragraph 50 of Lease Addendum.

   1.7  BASE RENT INCREASE: On January 1, 2000 the monthly Base Rent payable
under paragraph 1.6 above shall be $42,450.50.

   1.8  RENT PAID UPON EXECUTION: $153,253.50 for four (4) months rent (October 
1998, December 1999, April 2000 and October 2001).

   1.9  SECURITY DEPOSIT: None.

   1.10 LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: 33.9% as defined in 
paragraph 4.2.

2. PREMISES, PARKING AND COMMON AREAS. 

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

   2.2  VEHICLE PARKING: So long as Lessee is not in default, and subject to the
rules and regulations attached hereto, and as established by Lessor from time to
time, Lessee shall be entitled to rent and use * parking spaces in the Office 
Building Project at the monthly rate applicable from time to time for monthly 
parking as set by Lessor and/or its licensee. * See paragraph 51 of Lease 
Addendum.

        2.2.1  If Lessee commits, permits or allows any of the prohibited 
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies 
that it may have, to remove or tow away the vehicle involved or charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

        2.2.2  The monthly parking rate per parking space with be $ * per 
month at the commencement of the term of this Lease, and is subject to change 
upon five (5) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.
* See paragraph 51 of Lease Addendum.

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

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

   2.5  COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's sole 
discretion, from time to time:

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

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

        (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 Office Building Project, or any 
portion thereof;

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

3. TERM.

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

   3.2  DELAY IN POSSESSION.  Notwithstanding said Commencement Date, if for 
any reason Lessor cannot deliver possession of the Premises to Lessee on said 
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term thereof; but, in such
case, Lessee shall not be obligated to pay rent or perform any other obligation
of Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's

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option, by notice in writing to Lessor within ten (10) days thereafter, cancel 
this Lease, in which event the parties shall be discharged from all obligations 
hereunder; provided, however, that, as to Lessee's obligations, Lessee first 
reimburses Lessor for all costs incurred for Non-Standard improvements and, as 
to Lessor's obligations, Lessor shall return any money previously deposited by 
Lessee (less any offsets due Lessor for Non-Standard Improvements); and provided
further, that if such written notice by Lessee is not received by Lessor within 
said ten (10) day period, Lessee's right to cancel this Lease hereunder shall 
terminate and be of no further force or effect.

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

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

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

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

4. RENT.

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

   4.2  OPERATING EXPENSE INCREASE:  DELETED

   4.3  RENT INCREASE:  DELETED

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5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof 
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder.  
If Lessee fails to pay rent or other charges due hereunder, or otherwise 
defaults with respect to any provision of this Lease, Lessor may use, apply or 
retain all or any portion of said deposit for the payment of any rent or other 
charge in default for the payment of any other sum to which Lessor may become 
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit, Lessee shall within ten (10) days after written demand 
therefor deposit cash with Lessor in an amount sufficient to restore said 
deposit to the full amount then required of Lessee.  If the monthly Base Rent 
shall, from time to time, increase during the term of this Lease, Lessee shall, 
at the time of such increase, deposit with Lessor additional money as a security
deposit so that the total amount of the security deposit held by Lessor 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 1.6 of 
the Basic Lease Provisions.  Lessor shall not be required to keep said security 
deposit separate from its general accounts.  If Lessee performs all of Lessee's 
obligations hereunder, said deposit, or so much thereof as has not heretofore 
been applied by Lessor, shall be returned, without payment of interest or other 
increment for its use, to Lessee (or, at Lessor's option, to the last assignee, 
if any, of Lessee's interest hereunder) at the expiration of the term hereof, 
and after Lessee has vacated the Premises.  No trust relationship is created 
herein between Lessor and Lessee with respect to said Security Deposit.

6.  USE.

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

    6.2  COMPLIANCE WITH LAW.

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

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

    6.3  CONDITION OF PREMISES.

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

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

7.  MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

    7.1  LESSOR'S OBLIGATIONS.  Lessor shall keep the Office Building Project, 
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment whether used exclusively for the Premises or in common with other 
premises, in good condition and repair; provided, however, Lessor shall not be 
obligated to paint, repair or replace wall coverings, or to repair or replace 
any improvements that are not ordinarily a part of the Building or are above
then Building standards. Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any 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
Premises in good order, condition and repair.

    7.2  LESSEE'S OBLIGATIONS.

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

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

    7.3  ALTERATIONS AND ADDITIONS

         (a) Lessee shall not, without Lessor's prior written consent make any 
alterations, improvements, additions, Utility Installations or repairs in, on or
about the Premises, or the Office Building Project.  As used in this paragraph 
7.3 the term "Utility Installation" shall mean carpeting, window and wall 
coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and 
equipment.  At the expiration of the term, Lessor may require the removal of any
or all of said alterations, improvements, additions or Utility Installations, 
and the restoration of the Premises and the Office Building Project to their 
prior condition, at Lessee's expense.  Should Lessor permit Lessee to make its 
own alterations, improvements, additions or Utility Installations, Lessee shall 
use only such contractor as has been expressly approved by Lessor, and Lessor 
may require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien
and completion bond in an amount equal to one and one-half times the estimated
cost of such improvements, to insure Lessor against any liability for mechanic's
and materialmen's liens and to insure completion to the work. Should Lessee make
any alterations, improvements, additions or Utility Installations without the
prior approval of Lessor, or use a contractor not expressly approved by Lessor,
Lessor may, at any time during the term of this Lease, require that Lessee
remove any part or all of the same.

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

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

         (d) Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the 
Building as provided by law.  If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense defend itself and Lessor against the same and shall pay and satisfy

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any such adverse judgment that may be rendered thereon before the enforcement 
thereof against the Lessor or the Premises, the Building or the Office Building 
Project, upon the condition that if Lessor shall require, Lessee shall furnish 
to Lessor a surety bond satisfactory to Lessor in an amount equal to such 
contested lien claim or demand indemnifying Lessor against liability for the 
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys' fees and costs in participating in such 
action if Lessor shall decide it is to Lessor's best interest so to do.

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

         (f) Lessee shall provide Lessor with as-built plans and specifications 
for any alterations, improvements, additions or Utility Installations.

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

8.  INSURANCE; INDEMNITY.

    8.1  LIABILITY INSURANCE - LESSEE. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive 
General Liability insurance utilizing an Insurance Services Office standard 
form with Broad Form General Liability Endorsement (GLO404), or equivalent, in 
an amount of not less than $1,000,000 per occurrence of bodily injury and 
property damage combined or in a greater amount as reasonably determined by 
Lessor and shall insure Lessee with Lessor as an additional insured against 
liability arising out of the use, occupancy or maintenance of the Premises. 
Compliance with the above requirement shall not, however, limit the liability of
Lessee hereunder.

    8.2  LIABILITY INSURANCE - LESSOR. Lessor shall obtain and keep in force 
during the term of this Lease a policy of Combined Single Limit Bodily Injury 
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per
occurrence.

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

    8.4  PROPERTY INSURANCE - LESSOR. Lessor shall obtain and keep in force 
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal 
property, fixtures, equipment or tenant improvements, in the amount of the full 
replacement cost thereof, as the same may exist from time to time, utilizing 
Insurance Services Office standard form, or equivalent, providing protection 
against all perils included within the classification of fire, extended 
coverage, vandalism, malicious mischief, plate glass, and such other perils as 
Lessor deems advisable or may be required by a lender having a lien on the 
Office Building Project. In addition, Lessor shall obtain and keep in force, 
during the term of this Lease, a policy of rental value insurance covering a 
period of one year, with loss payable to Lessor, which insurance shall also 
cover all Operating Expenses for said period. Lessee will not be named in any 
such policies carried by Lessor and shall have no right to any proceeds 
therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain 
such deductibles as Lessor or the aforesaid lender may determine. In the event 
that the Premises shall suffer an insured loss as defined in paragraph 9.1(f) 
hereof, the deductible amounts under the applicable insurance policies shall be 
deemed an Operating Expense. Lessee shall not do or permit to be done anything 
which shall invalidate the insurance policies carried by Lessor. Lessee shall 
pay the entirety of any increase in the property insurance premium for the 
Office Building Project over what it was immediately prior to the commencement 
of the term of this Lease if the increase is specified by Lessor's insurance 
carrier as being caused by the nature of Lessee's occupancy or any act or 
omission of Lessee.

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

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

    8.7  INDEMNITY. Lessee shall indemnify and hold harmless Lessor and its 
agents, Lessor's master or ground lessor, partners and lenders, from and 
against any and all claims for damage to the person or property of anyone or any
entity arising from Lessee's use of the Office Building Project, or from the 
conduct of Lessee's business or from any activity, work or things done, 
permitted or suffered by Lessee in or about the Premises or elsewhere and shall 
further indemnify and hold harmless Lessor from and against any and all claims, 
costs and expenses arising from any breach or default in the performance of any 
obligation on Lessee's part to be performed under the terms of this Lease, or 
arising from any act or omission of Lessee, or any of Lessee's agents, 
contractors, employees, or invitees, and from and against all costs, attorney's 
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to
the defense or pursuit of any claim or any action or proceeding involved
therein; and in case any action or proceeding be brought against Lessor by
reason of any such matter, Lessee upon notice from Lessor shall defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.

    8.8  EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that Lessor 
shall not be liable for injury to Lessee's business or any loss of income 
therefrom or for loss of or damage to the goods, wares, merchandise or other 
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.

    8.9  NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation 
that the limits or forms of coverage of insurance specified in this paragraph 8 
are adequate to cover Lessee's property or obligations under this Lease.

9.  DAMAGE OR DESTRUCTION.
    
    9.1  DEFINITIONS.

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

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

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

         (d) "Office Building Project Buildings" shall mean all of the buildings
on the Office Building Project site.

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

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

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


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   9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

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

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

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

   9.4  DAMAGE NEAR END OF TERM. 

        (a) Subject to paragraph 9.4(b), if at any time during the last twelve
(12) months of the term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within 30 days after the date of occurrence of such
damage.

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

   9.5  ABATEMENT OF RENT; LESSEE'S REMEDIES.

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

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

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

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

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

10. REAL PROPERTY TAXES.

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

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

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

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

   10.5 PERSONAL PROPERTY TAXES.

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

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

11. UTILITIES.

   11.1 SERVICES PROVIDED BY LESSOR. Lessor shall provide heating, ventilation,
air conditioning, and janitorial service as reasonably required, reasonable
amounts of electricity for normal lighting and office machines, water for
reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

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

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

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

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

12. ASSIGNMENT AND SUBLETTING.

    12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all
or any part of Lessee's interest in the Lease or in the Premises, without
Lessor's prior written consent, which Lessor shall not unreasonably withhold.
Lessor shall respond to Lessee's request for consent hereunder in a timely
manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five percent (25%) of the voting stock of such corporation, or (b) if
Lessee is a partnership, more than twenty-five percent (25%) of the profit and
loss participation in such partnership.

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

    12.3  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

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

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

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

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

          (e) The consent by Lessor to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting by Lessee or to 
any subsequent or successive assignment or subletting by the sublessee. 
However, Lessor may consent to subsequent sublettings and assignments of the 
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent
and such action shall not relieve such persons from liability under this Lease 
or said sublease; however, such persons shall not be responsible to the extent 
any such amendment or modification enlarges or increases the obligations of the 
Lessee or sublessee under this Lease or such sublease.

          (f) In the event of any default under this Lease, Lessor may proceed 
directly against Lessee, any guarantors or any one else responsible for the 
performance of this Lease, including the sublessee, without first exhausting 
Lessor's remedies against any other person or entity responsible therefor to 
Lessor, or any security held by Lessor or Lessee.

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

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

    12.4  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless 
of Lessor's consent, the following terms and conditions shall apply to any 
subletting by Lessee of all or any part of the Premises and shall be deemed 
included in all subleases under this Lease whether or not expressly incorporated
therein:

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

          (b) No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only such form of sublessee as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed
and agreed to conform and comply with each and every obligation herein to be
performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.

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

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

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

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

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

13. DEFAULT; REMEDIES. 

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

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

          (b) The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or 
subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f) 
(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 
(auctions), or 41.1 (easements), all of which are hereby deemed to be material, 
non-curable defaults without the necessity of any notice by Lessor to Lessee 
thereof.

          (c) The failure by Lessee to make any payment of rent or any other 
payment required to be made by Lessee hereunder, as and when due, where such 
failure shall continue for a period of three (3) days after written notice 
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a 
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes 
such Notice to Pay Rent or Quit shall also constitute the notice required by 
this subparagraph.
 

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

          (e) (i) The making by Lessee of any general arrangement or general 
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as 
defined in 11 U.S.C. (S)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. In the event that any provision of this paragraph 13.1(e) is contrary to 
any applicable law, such provision shall be of no force or effect.

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

    13.2  REMEDIES. In the event of any material default or breach of this Lease
by Lessee, Lessor may at any time thereafter, with or without notice or demand
and without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such default:
         (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 all damages incurred 
by Lessor by reason of Lessee's default including, but not limited to, the cost 
of recovering possession of the Premises; expenses of reletting, including 
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission actually paid; the worth at the time of award by 
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time such award exceeds the amount of such 
rental loss for the same period that lessee proves could be reasonably avoided; 
that portion of the leasing commission paid by Lessor pursuant to paragraph 15 
applicable to the unexpired term of this Lease.

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

          (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. 
Unpaid installments of rent and other unpaid monetary obligations of Lessee 
under the terms of this Lease shall bear interest from the date due at the 
maximum rate then allowable by law.

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

    13.4  LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee 
to Lessor of Base Rent, Lessee's Share of Operation Expense Increase or other 
sums due hereunder will cause Lessor to incur costs not contemplated by this 
Lease, the exact amount of which will be extremely difficult to ascertain. Such 
costs include, but are not limited to, processing and accounting charges, and 
late charges which may be imposed on Lessor by the terms of any mortgage or 
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such 
amount shall be due, then, without any requirement for notice to Lessee, Lessee 
shall pay to Lessor a late charge equal to 6% of such overdue amount. The 
parties hereby agree that such late charge represents a fair and reasonable 
estimate of the costs Lessor will incur by reason of late payment by Lessee. 
Acceptance of such late charge by Lessor shall in no event constitute a waiver 
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. CONDEMNATION. If the Premises or any portion thereof or the Office Building 
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning 
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such 
condemnation as would substantially and adversely affect the operation and 
profitability of Lessee's business conducted from the Premises, Lessee shall 
have the option, to be exercised only in writing within thirty (30) days after 
Lessor shall have given Lessee written notice of such taking (or in the absence 
of such notice, within thirty (30) days after the condemning authority shall 
have taken possession), to terminate this Lease as of the date the condemning 
authority takes such possession. If Lessee does not terminate this Lease in 
accordance with the foregoing, this Lease shall remain in full force and effect 
as to the portion of the Premises remaining, except that the rent and Lessee's 
Share of Operating Expense Increase shall be reduced in the proportion that the 
floor area of the Premises taken bears to the total floor area of the Premises. 
Common Areas taken shall be excluded from the Common Areas usable by Lessee and 
no reduction of rent shall occur with respect thereto or by reason thereof. 
Lessor shall have the option in its sole discretion to terminate this Lease as 
of the taking of possession by the condemning authority, by giving written 
notice to Lessee of such election within thirty(30) days after receipt of notice
of a taking by condemnation of any part of the Premises or the Office Building 
Project. Any award for the taking of all or any part of the Premises or the 
Office Building Project under the power of eminent domain or any payment made 
under threat of the exercise of such power shall be the property of Lessor, 
whether such award shall be made as compensation for diminution in value of the 
leasehold or for the taking of the fee, or as severance damages; provided, 
however, that Lessee shall be entitled to any separate award for loss of or 
damage to Lessee's trade fixtures, removable personal property and unamortized 
tenant improvements that have been paid for by the Lessee. For that purpose the 
cost of such improvements shall be amortized over the original term of this 
Lease excluding any options. In the event that this Lease is not terminated by 
reason of such condemnation, Lessor shall to the extent of severance damages 
received by Lessor in connection with such condemnation, repair any damage to 
the Premises caused by such condemnation except to the extent that Lessee has 
been reimbursed therefor by the condemning authority. Lessee shall pay any
amount in excess of such severance damages required to complete such repair.

15.  BROKER'S FEE.

     (a) The brokers involved in this transaction are Pacifica Holding Company 
                                                      ------------------------
as "listing broker" and none as "cooperating broker," licensed real estate 
                        ----
broker(s). A "cooperating broker" is defined as any broker other than the 
listing broker entitled to a share of any commission arising under this Lease. 
Upon execution of this Lease by both parties, Lessor shall pay to said brokers 
jointly, or in such separate shares as they may mutually designate in writing, a
fee as set forth in a separate agreement between Lessor and said broker(s), or
in the event there is no separate agreement between Lessor and said broker(s),
the sum of $ none, for brokerage services rendered by said broker(s) to Lessor
             ----
in this transaction.

     (b) Lessor further agrees that (i) if Lessee exercises any Option, as 
defined in paragraph 39.1 of this Lease, which is granted to Lessee under this 
Lease, or any subsequently granted option which is substantially similar to an 
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to the Premises or other premises described in this Lease which are 
substantially similar to what Lessee would have acquired had an Option herein 
granted to Lessee been exercised, or (iii) if Lessee remains in possession of 
the Premises after the expiration of the term of this Lease after having failed 
to exercise an Option, or (iv) if said broker(s) are the procuring cause of any 
other lease or sale entered into between the parties pertaining to the Premises 
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is increased, whether by agreement or operation of an escalation clause 
contained herein, then as to any of said transactions or rent increases, Lessor 
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the 
time such increased rental is determined.

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

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

16. ESTOPPEL CERTIFICATE.

    (a) Each party (as "responding party") shall at any time upon not less than 
ten (10) days' prior written notice from the other party ("requesting party") 
execute, acknowledge and deliver to the requesting party a statement in writing 
(i) certifying that this Lease is unmodified and in full force and effect (or, 
if modified, stating the nature of such modification and certifying that this 
Lease, as so modified, is in full force and effect) and the date


                                                           Initials: ___________
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(C) 1984 American Industrial Real Estate Association

                             FULL SERVICE - GROSS 

                              PAGE 7 OF 10 PAGES
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to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.

    (b) At the requesting party's option, the failure to deliver such statement 
within such time shall be a material default of this Lease by the party who is 
to respond, without any further notice to such party, or it shall be conclusive 
upon such party that (i) this Lease is in full force and effect, without 
modification except as may be represented by the requesting party, (ii) there 
are no uncured defaults in the requesting party's performance, and (iii) if 
Lessor is the requesting party, not more than one month's rent has been paid in 
advance.

    (c) If Lessor desires to finance, refinance, or sell the Office Building
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor's such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall include
the past three (3) years' financial statements of Lessee. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

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

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

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

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

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

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

23. NOTICES. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

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

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

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

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

28. COVENANTS AND CONDITIONS.  Each provision of this Lease performable by 
Lessee hall be deemed both a covenant and a condition.

29. BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraph 
17, this Lease shall bind the parties, their personal representatives, 
successors and assigns.  This Lease shall be governed by the laws of the State 
where the Office Building Project is located and any litigation concerning this 
Lease between the parties hereto shall be initiated in the county in which the 
Office Building Project is located.

30. SUBORDINATION.

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

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

31. ATTORNEY'S FEES.

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

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

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

32. LESSOR'S ACCESS.

    32.1 Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers, lenders
or lessees, taking such safety measures, erecting such scaffolding or other
necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

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

          
                                                             Initials  
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(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE-GROSS

                              PAGE 8 OF 10 PAGES
<PAGE>
 
     32.3 Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forceable or unlawful entry or
detainer of the Premises or an eviction. Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

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

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

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

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

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

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

39.  OPTIONS.

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

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

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

     39.4 EFFECT OF DEFAULT ON OPTIONS.

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

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

40.  SECURITY MEASURES -- LESSOR'S RESERVATIONS.

     40.1 Lessee hereby acknowledges that Lessor shall have no obligation 
whatsoever to provide guard service or other security measures for the benefit 
of the Premises or the Office Building Project.  Lessee assumes all 
responsibility for the protection of Lessee, its agents, and invitees and the 
property of Lessee and of Lessee's agents and invitees from acts of third 
parties.  Nothing herein contained shall prevent Lessor, at Lessor's sole 
option, from providing security protection for the Office Building Project or 
any part thereof, in which event the cost thereof shall be included within the 
definition of Operating Expenses, as set forth in paragraph 4.2(b).

     40.2 Lessor shall have the following rights:

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

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

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

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

     40.3 Lessee shall not:

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

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

41.  EASEMENTS.

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

     41.2 The obstruction of Lessee's view, air, or light by any structure 
erected in the vicinity of the Building, whether by Lessor or third parties, 
shall in no way affect this Lease or impose any liability upon Lessor.

42.  PERFORMANCE UNDER PROTEST.  If at any time a dispute shall arise as to any 
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be 
regarded as a voluntary payment, and there shall survive the right on the part 
of said party to institute suit for recovery of such sum.  If it shall be 
adjudged that there was no legal obligation on the part of said party to pay 
such sum or any part thereof, said party shall be entitled to recover such sum 
or so much thereof as it was not legally required to pay under the provisions of
this Lease.


                                                               Initials:   
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(C) 1984 American Industrial Real Estate Association                     -------

                             FULL SERVICE -- GROSS

                              PAGE 9 OF 10 PAGES
<PAGE>
 
43. AUTHORITY. If Lessee is a corporation, trust, or general or limited 
partnership, Lessee, and each individual executing this Lease on behalf of such 
entity represent and warrant that such individual is duly authorized to execute 
and deliver this Lease on behalf of said entity.  If Lessee is a corporation, 
trust or partnership, Lessee shall, within thirty (30) days after execution of 
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

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

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

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

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

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

49. ATTACHMENTS.  Attached hereto are the following documents which constitute
a part of this Lease:

Lease Addendum including paragraphs 50 - 53





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

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



                  LESSOR                                LESSEE

Pacifica Plaza Office Building            Sizzler USA Real Property, Inc.
-----------------------------------       -------------------------------------
By /s/ Robert Leonard                    By
  ---------------------------------         -----------------------------------
  Robert Leonard                            Christopher R. Thomas
       Its General Partner                      Its President
          -------------------------                 ---------------------------
                                      
By                                       By  /s/ Michael B. Green
  ---------------------------------         -----------------------------------
                                            Michael B. Green
       Its                                     Its Secretary
          -------------------------                ----------------------------
                                      
Executed at                              Executed at Los Angeles CA
           ------------------------                  --------------------------
                                      
on  November 13, 1997                    on  November 12, 1997
  ---------------------------------         -----------------------------------
                                      
Address                                  Address  12655 W. Jefferson Bl, L.A.CA
       ----------------------------               -----------------------------


(C) 1984 American Industrial Real Estate Association    FULL SERVICE-GROSS

                              PAGE 10 OF 10 PAGES


For these forms write or call the American Industrial Real Estate Association, 
700 South Flower Street, Suite 600, Los Angeles CA 90017. (213) 687-8777.

(C) 1984 - By American Industrial Real Estate Association. All rights reserved.
    No part of these words may be reproduced in any form without permission in
    writing.


<PAGE>
 
                             STANDARD OFFICE LEASE
                                  FLOOR PLAN

                           [SECOND FLOOR AREA CALCS]

                                   EXHIBIT A
<PAGE>
 
                                   SITE PLAN

                                 EXHIBIT "A-1"
<PAGE>
 
                                LEASE ADDENDUM

This Lease Addendum is to the Lease dated October 20, 1997 by and between 
Pacifica Plaza Office Building ("Lessor") and Sizzler USA Real Property, Inc., 
("Lessee") for office space located at 6101 West Centinela Avenue, Culver City, 
California.

50.  The Base Rent is predicated upon terms of a sublease negotiated between
     Lessee and Digital Equipment Corporation ("DEC"), a tenant in the Building.
     In lieu of a sublease between Lessee and DEC, Lessor and DEC have agreed to
     reduce DEC's leased Premises by 35,975 square feet (the entire second
     floor) and DEC will pay to Lessor the difference between DEC's scheduled
     rent (plus utilities) and Lessee's rent through the Term of the Lease as
     per the Rent Reduction Analysis attached hereto as Exhibit A-3.

     The Base Rent shall be as per the following schedule:
<TABLE> 
<CAPTION> 
                Period                      Base Monthly Rent
                ------                      -----------------
          <S>                               <C> 
          November 1997 - January 1998      Rent Abated
          February 1998                     $17,088.12
          March 1998 - March 1999           $34,176.25
          April 1999 - May 1999             $17,088.12
          June 1999 - December 1999         $34,176.25
          January 2000                      $38,313.38
          February 2000 - October 2001      $42,450.50
</TABLE> 

     Note: The Base Rent for the four (4) months of October 1998, December 1999,
           April 2000 and October 2001 has been prepaid upon execution of this
           Lease. Due to the mid-month Commencement Date of November 16, 1997,
           the 18th month abated rent shall be adjusted to one-half (1/2) rent
           for the two (2) months of April and May, 1999.

51.  Lessee shall have seventy-two (72) assigned parking spaces in the garage,
     and one hundred and eight (108) parking spaces in common in the surface
     lot. Visitor parking shall be in common with the other tenants in the
     Building. Parking charges shall be abated during the initial Term of the
     Lease.

52.  Lessee shall have the right, at its sole cost and expense, including the
     maintenance and repair thereof, to construct and/or install one (1)
     monument sign by using the existing concrete base adjacent to the entry on
     Centinela Avenue, or replacing this sign with a new monument sign at a
     different location as agreed by Lessor and Lessee.

53.  This Lease has been prepared by Pacifica Holding Company, a California
     Corporation, at the request of the Lessor and Lessee, who are herein
     referred to as "the Parties" without regard to number or gender. The
     Parties have been advised to have this document reviewed by their own
     independent council, and confirm that in signing this document, they have
     not relied on acts or conduct of Pacifica Holding Company, and its agents
     with regard to interpretation or meaning of this document. The parties
     jointly and severally waive any and all claims, actions, demands, and loss
     against Pacifica Holding Company, its agents, employees, and each of them,
     that a Party may incur by reason of any act, error, or omission in the
     preparation of this document and in its interpretation and meaning, whether
     or not the interpretation and meaning is the result of determination by a
     court or arbitration panel of competent jurisdiction. The preceding waiver
     provisions have been negotiated by and between the Parties on the one part,
     and Pacifica Holding Company on the other part.

           LESSOR                            LESSEE

    Pacifica Plaza Office Building:          Sizzler USA Real Property, Inc.:

By /s/ Robert Leonard                        By /s/ Christopher R. Thomas
   --------------------------------            --------------------------------
       Robert Leonard                                Christopher R. Thomas

      Its   General Partner                      Its President
          -------------------------                 ---------------------------

Date  11/13/97                               Date November 12, 1997
     ------------------------------               -----------------------------
<PAGE>
 
                    DEC CULVER CITY RENT REDUCTION ANALYSIS

                               [LOGO OF STUDLEY]

<TABLE> 
<CAPTION> 

--------------------------------------------------------------------------------
CALENDAR MONTH              MASTER LEASE            NEGOTIATED        REMAINING
                               RENT                 REDUCTION           RENT
                           START 11/1/97          START 11/16/97       
--------------------------------------------------------------------------------
<S>                        <C>                    <C>                <C>     
    Nov-97                  $96,673.50                 $0.00         $96,673.50
    Dec-97                  $96,673.50                 $0.00         $96,673.50
    Jan-98                  $96,673.50                 $0.00         $96,673.50
    Feb-98                  $96,673.50              ($17,088.12)     $79,585.38
    Mar-98                  $96,673.50              ($34,176.25)     $62,497.25 
    Apr-98                  $96,673.50              ($34,176.25)     $62,497.25
    May-98                  $96,673.50              ($34,176.25)     $62,497.25 
    Jun-98                  $96,673.50              ($34,176.25)     $62,497.25
    Jul-98                  $96,673.50              ($34,176.25)     $62,497.25 
    Aug-98                  $96,673.50              ($34,176.25)     $62,497.25
    Sep-98                  $96,673.50              ($34,176.25)     $62,497.25 
    Oct-98                  $96,673.50              ($34,176.25)     $62,497.25 
    Nov-98                 $100,304.33              ($34,176.25)     $66,128.08 
    Dec-98                 $100,304.33              ($34,176.25)     $66,128.08 
    Jan-99                 $100,304.33              ($34,176.25)     $66,128.08
    Feb-99                 $100,304.33              ($34,176.25)     $66,128.08
    Mar-99                 $100,304.33              ($34,176.25)     $66,128.08
    Apr-99                 $100,304.33              ($17,088.12)     $83,216.21
    May-99                 $100,304.33              ($17,088.12)     $83,216.21
    Jun-99                 $100,304.33              ($34,176.25)     $66,128.08 
    Jul-99                 $100,304.33              ($34,176.25)     $66,128.08 
    Aug-99                 $100,304.33              ($34,176.25)     $66,128.08
    Sep-99                 $100,304.33              ($34,176.25)     $66,128.08
    Oct-99                 $100,304.33              ($34,176.25)     $66,128.08
    Nov-99                 $104,064.35              ($34,176.25)     $69,888.10
    Dec-99                 $104,064.35              ($34,176.25)     $69,888.10
    Jan-00                 $104,064.35              ($38,313.38)     $65,750.97
    Feb-00                 $104,064.35              ($42,450.50)     $61,613.85
    Mar-00                 $104,064.35              ($42,450.50)     $61,613.85
    Apr-00                 $104,064.35              ($42,450.50)     $61,613.85
    May-00                 $104,064.35              ($42,450.50)     $61,613.85
    Jun-00                 $104,064.35              ($42,450.50)     $61,613.85
    Jul-00                 $104,064.35              ($42,450.50)     $61,613.85
    Aug-00                 $104,064.35              ($42,450.50)     $61,613.85
    Sep-00                 $104,064.35              ($42,450.50)     $61,613.85
    Oct-00                 $104,064.35              ($42,450.50)     $61,613.85
    Nov-00                 $107,966.93              ($42,450.50)     $65,516.43
    Dec-00                 $107,966.93              ($42,450.50)     $65,516.43 
    Jan-01                 $107,966.93              ($42,450.50)     $65,516.43 
    Feb-01                 $107,966.93              ($42,450.50)     $65,516.43
    Mar-01                 $107,966.93              ($42,450.50)     $65,516.43
    Apr-01                 $107,966.93              ($42,450.50)     $65,516.43
    May-01                 $107,966.93              ($42,450.50)     $65,516.43
    Jun-01                 $107,966.93              ($42,450.50)     $65,516.43
    Jul-01                 $107,966.93              ($42,450.50)     $65,516.43
    Aug-01                 $107,966.93              ($42,450.50)     $65,516.43
    Sep-01                 $107,966.93              ($42,450.50)     $65,516.43
    Oct-01                 $107,966.93              ($42,450.50)     $65,516.43
--------------------------------------------------------------------------------
    TOTAL                 $4,908,109.32           ($1,664,563.24)  $3,243,546.08
--------------------------------------------------------------------------------
</TABLE> 

                                 EXHIBIT "A-2"
<PAGE>
 
                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE


Dated:      October 20, 1997
      ----------------------------

By and Between Pacifica Plaza Office Building and Sizzler USA Real Property,
               ----------------------------------------------------------------
               Inc., a Delaware Corp
               ---------------------

                                GENERAL RULES

1.  Lessee shall not suffer or permit the obstruction of any Common Areas, 
including driveways, walkways and stairways.

2.  Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

3.  Lessee shall not make or permit any noise or odors that annoy or interfere 
with other lessees or persons having business within the Office Building 
Project.

4.  Lessee shall not keep animals or birds within the Office Building Project, 
and shall not bring bicycles, motorcycles or other vehicles into areas not 
designated as authorized for same.

5.  Lessee shall not make, suffer or permit litter except in appropriate 
receptacles for that purpose.

6.  Lessee shall not alter any lock or install new or additional locks or bolts.

7.  Lessee shall be responsible for the inappropriate use of any toilet rooms, 
plumbing or other utilities. No foreign substances of any kind are to be 
inserted therein.

8.  Lessee shall not deface the walls, partitions or other surfaces of the
premises or Office Building Project.

9.  Lessee shall not suffer or permit any thing in or around the Premises or 
Building that causes excessive vibration or floor loading in any part of the 
Office Building Project.

10. Furniture, significant freight and equipment shall be move into or out of
the building only with the Lessor's knowledge and consent, and subject to such
reasonable limitations, techniques and timing, as may be designated by Lessor.
Lessee shall be responsible for any damage to the Office Building Project
arising from any such activity.

11. Lessee shall not employ any service or contractor for services or work to be
performed in the Building, except as approved by Lessor.

12. Lessor reserves the right to close and lock the Building on Saturdays, 
Sundays and legal holidays, and on other days between the hours of 
_______P.M. and _____ A.M. of the following day.  If Lessee uses the Premises 
during such periods, Lessee shall be responsible for securely locking any doors 
it may have opened for entry.

13. Lessee shall return all keys at the termination of its tenancy and shall be 
responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades or awnings shall be installed or used by Lessee.

15. No Lessee, employee or invitee shall go upon the roof of the Building.

16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or 
cigarettes in areas reasonably designated by Lessor or by applicable 
governmental agencies as non-smoking areas.

17. Lessee shall not use any method of heating or air conditioning other than 
as provided by Lessor.

18. Lessee shall not install, maintain or operate any vending machines upon the
Premises without Lessor's written consent.

19. The Premises shall not be used for lodging or manufacturing, cooking or food
preparation.

20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

21. Lessor reserves the right to waive any one of these rules or regulations, 
and/or as to any particular Lessee, and any such waiver shall not constitute a 
waiver of any other rule or regulation or any subsequent application thereof to 
such Lessee.

22. Lessee assumes all risks from theft or vandalism and agrees to keep its 
Premises locked as may be required.

23. Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the appropriate 
operation and safety of the Office Building Project and its occupants.  Lessee 
agrees to abide by these and such rules and regulations.

                                 PARKING RULES

1.  Parking areas shall be used only for parking by vehicles no longer than full
size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles
other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

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

3.  Parking stickers or identification devices shall be the property of Lessor 
and be returned to Lessor by the holder thereof upon termination of the holder's
parking privileges.  Lessee will pay such replacement charge as is reasonably 
established by Lessor for the loss of such devices.

4.  Lessor reserves the right to refuse the sale of monthly identification 
devices to any person or entity that willfully refuses to comply with the 
applicable rules, regulations, laws and/or agreements.

5.  Lessor reserves the right to relocate all or a part of parking spaces from
floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

6.  Users of the parking area will obey all posted signs and park only in the 
areas designated for vehicle parking.

7.  Unless otherwise instructed, every person using the parking area is required
to park and lock his own vehicle. Lessor will not be responsible for any damage
to vehicles, injury to persons or loss of property, all of which risks are
assumed by the party using the parking area.

8.  Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

9.  The maintenance, washing, waxing or cleaning of vehicles in the parking 
structure or Common Areas is prohibited.

10. Lessee shall be responsible for seeing that all of its employees, agents and
invitees comply with the applicable parking rules, regulations, laws and 
agreements.

11. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

12. Such parking use as is herein provided is intended merely as a license only 
and no bailment is intended or shall be created hereby.


                                                                       
                                                             Initials:__________
                                                                      __________

(C) 1984 American Industrial Real Estate Association  

                              FULL SERVICE-GROSS

                                   EXHIBIT B

                               PAGE 1 OF 1 PAGES

<PAGE>
 
GUARANTY OF LEASE [LOGO OF AIR]

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


     WHEREAS, Pacifica Plaza Office Building, a California Limited Partnership, 
              ----------------------------------------------------------------
hereinafter referred to as "Lessor," and Sizzler USA Real Property, Inc., a 
                                         ----------------------------------
Delaware Corporation, hereinafter referred to as "Lessee," are about to execute 
--------------------
a document entitled "Lease" dated October 20, 1997 concerning the premises 
                                  ----------------
commonly known as Suite 200, 6101 W. Centinela Ave., Culver City, CA 90230 
                  --------------------------------------------------------
wherein Lessor will lease the premises to Lessee, and 

     WHEREAS, Sizzler International, Inc. hereinafter referred to as 
              ---------------------------
"Guarantors" have a financial interest in Lessee, and 

     WHEREAS, Lessor would not execute the Lease if Guarantors did not execute 
and deliver to Lessor this Guarantee of Lease.

     NOW THEREFORE, for and in consideration of the execution of the foregoing 
Lease by Lessor and as a material inducement to Lessor execute said Lease. 
Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee 
the prompt payment by Lessee of all rentals and all other sums payable by Lessee
under said Lease and the faithful and prompt performance by Lessee of each and
every one of the terms, conditions and covenants of said Lease to be kept and
performed by Lessee.

     It is specifically agreed and understood that the terms of the foregoing 
Lease may be altered, affected, modified or changed by agreement between Lessor 
and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor 
or any assignee of Lessor without consent or notice to Guarantors and that this 
Guaranty shall thereupon and thereafter guarantee the performance of said Lease 
as so changed, modified, altered or assigned.

     This Guaranty shall not be released, modified or affected by failure or 
delay on the part of Lessor to enforce any of the rights or remedies of the 
Lessor under said Lease, whether pursuant to the terms thereof or at law or in 
equity.

     No notice of default need be given to Guarantors, it being specifically 
agreed and understood that the guarantee of the undersigned is a continuing 
guarantee under which Lessor may proceed forthwith and immediately against 
Lessee or against Guarantors following any breach or default by Lessee or for 
the enforcement of any rights which Lessor may have as against Lessee pursuant
to or under the terms of the within Lease or at law or in equity.
 
     Lessor shall have the right to proceed against Guarantors hereunder 
following any breach or default by Lessee without first proceeding against 
Lessee and without previous notice to or demand upon either Lessee or 
Guarantors.

     Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b) 
demand of payment, presentation and protest, (c) all right to assert or plead 
any statute of limitations as to or relating to this Guaranty and the Lease, (d)
any right to require the Lessor to proceed against the Lessee or any other 
Guarantor or any other person or entity liable to Lessor, (e) any right to 
require Lessor to apply to any default any security deposit or other security it
may hold under the Lease, (f) any right to require Lessor to proceed under any 
other remedy Lessor may have before proceeding against Guarantors, (g) any right
of subrogation.

     Guarantors do hereby subrogate all existing or future indebtedness of 
Lessee to Guarantors to the obligations owed to Lessor under the Lease and this 
Guaranty.

     Any married woman who signs this Guaranty expressly agrees that recourse 
may be had against her separate property for all of her obligations hereunder.

     The obligations of Lessee under the Lease to execute and deliver estoppel
statements and financial statements, as therein provided, shall be deemed to
also require the Guarantors hereunder to do and provide the same relative to
Guarantors.

     The term "Lessor" whenever hereinabove used refers to and means the Lessor 
in the foregoing Lease specifically named and also any assignee of said Lessor, 
whether by outright assignment or by assignment for security, and also any 
successor to the interest of said Lessor or of any assignee in such Lease or any
party thereof, whether by assignment or otherwise. So long as the Lessor's 
interest in or to the leased premises or the rests, issues and profits
therefrom, or in, to or under said Lease, are subject to any mortgage or deed of
trust or assignment for security, no acquisition by Guarantors of the Lessor's
interest in the leased premises or under said Lease shall affect the continuing
obligation of Guarantors under this Guaranty which shall nevertheless continue
in full force and effect for the benefit of the mortgagee, beneficiary, trustee
or assignee under such mortgage, deed of trust or assignment, of any purchase at
sale by judicial foreclosure or under private power of sale, and of the
successors and assigns of any such mortgagee, beneficiary, trustee, assignee or
purchaser.

     The term "Lessee" whenever hereinabove used refers to and means the Lessee 
in the foregoing Lease specifically named and also any assignee or sublessee of 
said Lease and also any successor to the interests of said Lessee, assignee or 
sublessee of such Lease or any part thereof, whether by assignment, sublease or 
otherwise.

     In the event any action be brought by said Lessor against Guarantors 
hereunder to enforce the obligation of Guarantors hereunder, the unsuccessful 
party in such action shall pay to the prevailing party therein a reasonable 
attorney's fee which shall be fixed by the court.



   If this Form has been filled in it has been prepared for submission to your
   attorney for his approval. No representation or recommendation is made by the
   real estate broker or its agents or employees as to the legal sufficiency,
   legal effect, or tax consequences of this Form or the transaction relating
   thereto.


Executed at  Los Angeles, Calif             Sizzler International, Inc.
            ------------------------        --------------------------------

on  November 12, 1997 
   ---------------------------------        --------------------------------
                                             Christopher R. Thomas
                                              President

Address  12655 W. Jefferson Bl        
        ----------------------------        --------------------------------

         Los Angeles, CA 90066                        "GUARANTORS"
        ----------------------------


  1977 - American Industrial Real Estate Association.
All right reserved. No part of these works may be reproduced in any form without
permission in writing.


NOTE:  These forms are often modified to meet changing requirements of law and
       needs of the industry. Always write or call to make sure you are
       utilizing the most current from: AMERICAN INDUSTRIAL REAL ESTATE
       ASSOCIATION. 345 So. Figueroa St M 1 Los Angeles CA 90071 (213) 687 8777